TERMS OF USE

TABLE OF CONTENTS

  1. AGREEMENT TO TERMS
  2. INTELLECTUAL PROPERTY RIGHTS
  3. USER REPRESENTATIONS
  4. USER REGISTRATION
  5. FEES AND PAYMENT
  6. FREE TRIAL
  7. CANCELLATION
  8. SOFTWARE
  9. PROHIBITED ACTIVITIES
  10. USER GENERATED CONTRIBUTIONS
  11. CONTRIBUTION LICENSE
  12. MOBILE APPLICATION LICENSE
  13. SUBMISSIONS
  14. U.S. GOVERNMENT RIGHTS
  15. SITE MANAGEMENT
  16. TERM AND TERMINATION
  17. MODIFICATIONS AND INTERRUPTIONS
  18. GOVERNING LAW
  19. DISPUTE RESOLUTION
  20. CORRECTIONS
  21. DISCLAIMER
  22. MEDICAL, HEALTH AND AI COACH DISCLAIMER
  23. LIMITATIONS OF LIABILITY
  24. INDEMNIFICATION
  25. USER DATA
  26. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
  27. CALIFORNIA USERS AND RESIDENTS
  28. MISCELLANEOUS
  29. CONTACT US

1. AGREEMENT TO TERMS

These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”), and Ziva Health Inc. (“Company,” “we,” “us,” or “our”), concerning your access to and use of the Ziva Health website (https://ziva.health), mobile application (Ziva Health APP), Ziva Health Dashboard (Clinical, Employers, Members) and any related media forms, media channels, or other digital platforms (collectively, the “Platform”). By accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, YOU ARE EXPRESSLY PROHIBITED FROM USING THE PLATFORM AND MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Platform from time to time are hereby expressly incorporated by reference. We reserve the right, at our sole discretion, to modify these Terms of Use at any time. We will notify you of changes by updating the “Last Updated” date at the top of these Terms, and you waive any right to receive specific notice of each modification. Please review these Terms regularly to ensure you understand the terms applicable at the time of your use. Your continued use of the Platform after changes are posted constitutes acceptance of the revised Terms.

The information provided on the Platform is not intended for distribution to or use by any person or entity in any jurisdiction where such distribution or use would be contrary to law or regulation or subject us to any registration requirement. Users who choose to access the Platform from other locations do so on their own initiative and are responsible for compliance with local laws, where applicable.

The Platform is intended for users who are at least 15 years old. Persons under the age of 15 are not permitted to use or register for the Platform.

2. INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Platform is our proprietary property, and all source code, databases, functionality, software, application and website designs, audio, video, text, photographs, graphics, and other materials contained therein (collectively, the “Content”), as well as the trademarks, service marks, and logos displayed on the Platform (the “Marks”), are owned or controlled by us or licensed to us and are protected by applicable copyright, trademark, and other intellectual property laws, including but not limited to the unfair competition laws of the United States, international copyright laws, and international conventions. The Content and Marks are provided on the Platform on an “AS IS” basis for your informational and personal use only.

Except as expressly permitted under these Terms of Use, no portion of the Platform, including any Content or Marks, may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose without our prior express written consent.

Subject to your eligibility to use the Platform, you are granted a limited, non-exclusive, non-transferable, and revocable license to access and use the Platform and to download or print a copy of any portion of the Content to which you have lawfully gained access, solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Platform, the Content, and the Marks.

3. USER REPRESENTATIONS

By using the Platform, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update it as necessary; (3) you have the legal capacity to enter into and agree to comply with these Terms of Use; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Platform through automated or non-human means, including but not limited to bots, scripts, or other automated tools; (6) you will not use the Platform for any illegal or unauthorized purpose; and (7) your use of the Platform will comply with all applicable laws and regulations. If you provide any information that is untrue, inaccurate, not current, or incomplete, we reserve the right to suspend or terminate your account and refuse any current or future use of the Platform (or any portion thereof).

4. USER REGISTRATION

As part of the Platform, you may be required to register for an account, either by signing up directly through the Platform or by receiving an invitation from a third party, such as your clinic, employer, or organization. By registering, you agree to provide accurate, complete, and up-to-date information. Failure to do so constitutes a material breach of these Terms, which may result in the immediate suspension or termination of your account.

You are solely responsible for maintaining the confidentiality of your account credentials, including your username and password, and for any and all activity conducted under your account. You agree to notify us immediately of any unauthorized access, use, or security breach related to your account. We are not liable for any loss or damage resulting from your failure to maintain the security of your account. We reserve the right, in our sole discretion, to remove, reclaim, or modify any username that we determine to be inappropriate, obscene, misleading, or otherwise objectionable.

You shall not register or use false, misleading, or fraudulent information, including but not limited to a false name, email address, phone number, or any other identifying details with the intent to impersonate another individual or entity. You warrant that all information you provide to us is truthful, accurate, and legally valid.

By registering for and using the Platform, you expressly consent to our collection, use, and disclosure of your information as outlined in our Privacy Policy. This includes but is not limited to being contacted via email, text message (SMS), phone, push notifications, or other electronic means for account-related communications, service updates, or other lawful purposes

5. FEES AND PAYMENT

You may be required to purchase or pay a fee to access some of our services. You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Site. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. We bill you through an online billing account for purchases made via the Site. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in U.S. dollars.

 

You agree to pay all charges or fees at the prices then in effect for your purchases, and you authorize us to charge your chosen payment provider for any such amounts upon making your purchase. If your purchase is subject to recurring charges, then you consent to our charging your preferred payment method on a recurring basis without requiring your prior approval for each recurring charge, until you notify us of your cancellation.

 

We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We also reserve the right to refuse any order placed through the Site.

 

We reserve the right to adjust our pricing in the future, including new charges, by providing you prior notice. This may be shared via email or through updating our Terms of Service. By accepting our Use of Services, you acknowledge that you accept the new and/or increased prices.

6. Free Trial and Subscription Billing

Ziva Health may, at its sole discretion, offer a free trial period for access to its platform, including but not limited to the app, dashboard, and associated services (“Services”). The duration of any free trial will be specified at the time of sign-up.

If you do not cancel your subscription before the end of the free trial period, you will be automatically charged the applicable subscription fee using the payment method provided at the time of registration. 

By entering your payment details and enrolling in the free trial, you expressly acknowledge and agree that unless canceled within the trial period, your subscription will automatically convert to a paid plan, and you authorize Ziva Health to charge the applicable fees on a recurring basis.

You may cancel your subscription at any time before the trial period ends by following the cancellation instructions provided within the app or platform. No refunds or credits will be issued for partial trial periods or failure to cancel before the billing date. Ziva Health reserves the right to modify or terminate the free trial offer at any time, without prior notice.

7. CANCELLATION

You may cancel any service you have enrolled in, including but not limited to subscriptions, memberships, or other service agreements, at any time by logging into your account or by contacting us, your clinic, employer, organization, or any other third party that facilitated your enrollment. Unless otherwise stated in a specific service agreement, cancellations will take effect at the end of the current billing cycle or service term, and you will remain responsible for any fees or charges incurred prior to the effective cancellation date. No refunds, credits, or prorated reimbursements will be issued for any unused portion of a service unless expressly required by applicable law or stated in a separate agreement.

We reserve the right to modify, suspend, or discontinue any service at our sole discretion, with or without prior notice. Additionally, we may terminate your access to a service if you violate these Terms of Use, engage in fraudulent or unlawful activity, or if continued service provision becomes impractical or legally restricted.

If you are unsatisfied with our services or require assistance with cancellation, please contact us at support@ziva.health, or reach out to your clinic, employer, organization, or the entity that facilitated your access to the service.

8. SOFTWARE

We may include software for use in connection with our services. If such software is accompanied by an end user license agreement (“EULA”), the terms of the EULA will govern your use of the software. If such software is not accompanied by a EULA, then we grant to you a non-exclusive, revocable, personal, and non-transferable license to use such software solely in connection with our services and in accordance with these Terms of Use. Any Software and any related documentation is provided “as is” without warranty of any kind, either express or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. You accept any and all risk arising out of use or performance of any Software. You may not reproduce or redistribute any software except in accordance with the EULA or these Terms of Use.

9. PROHIBITED ACTIVITIES

You are strictly prohibited from accessing or using the Platform for any purpose other than those expressly permitted by us. The Platform may not be used in connection with any commercial endeavors, business activities, or monetization efforts unless explicitly authorized or endorsed by us in writing. Any unauthorized use of the Platform, including but not limited to exploitation for competitive advantage, data mining, unauthorized advertising, or solicitation, is strictly forbidden and may result in immediate termination of access, legal action, and any other remedies available under applicable law.

 

As a user of the Platform , you agree not to:

  • Systematically retrieve data or other content from the app to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
  • Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
  • Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
  • Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
  • Use any information obtained from the Site in order to harass, abuse, or harm another person.
  • Make improper use of our support services or submit false reports of abuse or misconduct.
  • Use the app in a manner inconsistent with any applicable laws or regulations.
  • Engage in unauthorized framing of or linking to the app.
  • Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the app.
  • Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
  • Delete the copyright or other proprietary rights notice from any Content.
  • Attempt to impersonate another user or person or use the username of another user.
  • Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
  • Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
  • Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.
  • Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
  • Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
  • Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
  • Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
  • Use a buying agent or purchasing agent to make purchases on the Site.
  • Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
  • Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.

10. USER GENERATED CONTRIBUTIONS

The Platform does not generally allow users to submit or post content publicly. However, we may provide you with the ability to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or through the Platform, including but not limited to text, writings, videos, audio recordings, photographs, graphics, comments, feedback, suggestions, personal information, or other materials (collectively, “Contributions”). Contributions may be accessible to other users of the Platform and, in some cases, through third-party websites or services. Accordingly, any Contributions you transmit or submit may be processed and treated in accordance with our Privacy Policy.

11. CONTRIBUTION LICENSE

By submitting, posting, or providing any content, suggestions, feedback, or other materials (“Contributions”) to or through the Platform, you agree that we may access, store, process, and use such Contributions in accordance with the terms of our Privacy Policy and your preferences, including any settings you may select.

You grant us a limited, non-exclusive, royalty-free, transferable, sublicensable right to use, publish, translate, distribute, and display your Contributions solely for the purpose of training and improving our AI models, and other lawful purposes, as per the Privacy Policy. This right is strictly limited to using de-identified data to train and refine our AI models and does not include the right to modify the Contributions.

By submitting any suggestions or feedback regarding the Platform, you consent to us using and sharing such feedback for any lawful purpose, including commercial purposes, without any obligation to compensate you.

You retain full ownership of your Contributions and any intellectual property rights or other proprietary rights associated with them. We are not liable for any statements, representations, or content contained in your Contributions, and you agree to hold us harmless from any legal claims or actions arising from your Contributions. You are solely responsible for the content you submit, and by submitting your Contributions, you expressly waive any legal claims or actions against us related to such content.

12. MOBILE APPLICATION LICENSE

By accessing and using the Platform, including but not limited to the Ziva mobile application, website, or any other digital assets (collectively, the “Platform Assets”), you are granted a limited, revocable, non-exclusive, non-transferable license to install and use the mobile application or access the Platform Assets on wireless electronic devices that are owned or controlled by you. This license is granted strictly in accordance with the terms and conditions set forth in these Terms of Use.

You agree not to:

    1. Except as permitted by applicable law, reverse engineer, decompile, disassemble, attempt to derive the source code of, or decrypt the mobile application or any part of the Platform Assets.
    2. Modify, adapt, improve, enhance, translate, or create derivative works from the mobile application or any of the Platform Assets.
    3. Violate any applicable laws, regulations, or rules in connection with your access or use of the mobile application or Platform Assets.
    4. Remove, alter, or obscure any proprietary notice (including copyright, trademark, or other intellectual property notices) present within the Platform Assets.
    5. Use the mobile application or Platform Assets for any revenue-generating endeavor, commercial enterprise, or purpose not expressly permitted under these Terms of Use.
    6. Make the mobile application or any part of the Platform Assets available over a network or environment that permits access by multiple devices or users simultaneously.
    7. Use the mobile application or Platform Assets to create, distribute, or sell any product, service, or software that competes with or substitutes for the mobile application or Platform Assets.
    8. Use the mobile application or Platform Assets to send automated queries to any website or transmit unsolicited commercial communications, including emails or messages.
    9. Use any proprietary information or intellectual property related to the Platform Assets in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices intended for use with the mobile application or Platform Assets.

Apple and Android Devices

The following terms apply if you use the mobile application obtained from the Apple App Store or Google Play Store (each an “App Distributor”):

    1. The license granted to you for the mobile application is a non-transferable, limited license to use the mobile application on a device running the Apple iOS or Android operating systems, in accordance with the usage rules outlined in the respective App Distributor’s terms of service.
    2. We are responsible for providing any maintenance and support services related to the mobile application, as detailed in these Terms of Use or as required by applicable law. You acknowledge that the App Distributor is not obligated to provide any maintenance or support services for the mobile application.
    3. In the event that the mobile application fails to conform to any applicable warranty, you may notify the App Distributor, and the App Distributor may, in accordance with its policies, refund the purchase price (if any) paid for the mobile application. To the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation regarding the mobile application.
    4. You represent and warrant that: (i) you are not located in a country subject to a U.S. government embargo, nor a country designated by the U.S. government as a “terrorist-supporting” country; and (ii) you are not listed on any U.S. government list of prohibited or restricted parties.
    5. You agree to comply with any applicable third-party terms when using the mobile application, including but not limited to complying with any wireless data service agreements when using the mobile application in conjunction with third-party services.
    6. You acknowledge and agree that the App Distributors are third-party beneficiaries of this mobile application license. As such, each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms of this license against you as a third-party beneficiary.

13. SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Platform (collectively, “Submissions”) provided by you to us shall be deemed non-confidential and shall become the exclusive property of Ziva Health Inc.. By submitting such Submissions, you hereby assign all rights, title, and interest in and to such Submissions to Ziva Health Inc., including all intellectual property rights, and grant us the perpetual, irrevocable, worldwide, royalty-free right to use, modify, distribute, publicly display, reproduce, translate, create derivative works from, and otherwise exploit the Submissions for any lawful purpose, commercial or otherwise, without any obligation to provide acknowledgment or compensation to you.

You waive any and all moral rights to the Submissions, including the right to attribution, and represent and warrant that (i) the Submissions are original to you, (ii) you have full ownership rights or have obtained all necessary permissions to submit such Submissions, and (iii) your Submissions do not infringe upon or misappropriate the intellectual property rights of any third party.

You further agree that Ziva Health Inc. shall have no liability or obligation to you in connection with the use or dissemination of the Submissions, and you shall have no recourse against us for any alleged or actual infringement, misappropriation, or other violation of any proprietary right in your Submissions.

14. U.S. GOVERNMENT RIGHTS

Our services are “commercial items” as defined in Federal Acquisition Regulation (“FAR”) 2.101. If our services are acquired by or on behalf of any agency not within the Department of Defense (“DOD”), our services are subject to the terms of these Terms of Use in accordance with FAR 12.212 (for computer software) and FAR 12.211 (for technical data). If our services are acquired by or on behalf of any agency within the Department of Defense, our services are subject to the terms of these Terms of Use in accordance with Defense Federal Acquisition Regulation (“DFARS”) 227.7202-3. In addition, DFARS 252.227-7015 applies to technical data acquired by the DOD. This U.S. Government Rights clause is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses government rights in computer software or technical data under these Terms of Use.

15. PLATFORM MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Platform for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates applicable law or these Terms of Use, including, without limitation, reporting such user to law enforcement authorities; (3) refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any Contributions, content, or other materials submitted by you or any portion thereof, in our sole discretion and without limitation; (4) remove from the Platform or otherwise disable, without notice or liability, any files, content, or other materials that are excessive in size, violate these Terms, or are otherwise burdensome to our systems; and (5) otherwise manage the Platform in a manner designed to protect our rights, property, and interests, and to facilitate the proper functioning and security of the Platform.

16. TERM AND TERMINATION

These Terms of Use shall remain in full force and effect while you access or use the Platform.

WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE PLATFORM (INCLUDING BLOCKING CERTAIN IP ADDRESSES) TO ANY PERSON, WHETHER DIRECTLY REGISTERED OR INVITED BY A THIRD PARTY SUCH AS AN EMPLOYER, ORGANIZATION, CLINIC, OR OTHERWISE, FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR ACCESS TO THE PLATFORM, INCLUDING DELETING YOUR ACCOUNT AND ANY CONTENT OR INFORMATION YOU HAVE POSTED, AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your access to the Platform for any reason, you are prohibited from registering or creating a new account under your name, a false name, a borrowed name, or the name of any third party, even if acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

17. MODIFICATIONS AND INTERRUPTIONS

We reserve the right, at our sole discretion, to change, modify, update, or remove any content on the Platform at any time, without notice, for any reason. However, we are under no obligation to update any information on the Platform. We also reserve the right to modify, suspend, or discontinue, in whole or in part, the Platform or any features thereof, at any time, without notice. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuation of the Platform.

We do not guarantee the availability of the Platform at all times. Due to potential hardware, software, or other issues, or the need to perform maintenance, interruptions, delays, or errors may occur. We reserve the right, at our sole discretion, to change, revise, update, suspend, discontinue, or otherwise modify the Platform or any of its components at any time, without prior notice. You agree that we shall have no liability whatsoever for any loss, damage, or inconvenience arising from your inability to access or use the Platform during any period of downtime, interruption, or discontinuance. Nothing in these Terms of Use shall be construed as an obligation for us to maintain, support, or provide any corrections, updates, or releases in connection with the Platform.

18. GOVERNING LAW

These Terms shall be governed by and defined following the laws of the state of California.  Ziva Health Inc. and yourself irrevocably consent that the courts of the state of California shall have exclusive jurisdiction to resolve any dispute which may arise in connection with these terms.

19. DISPUTE RESOLUTION

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Use (each “Dispute” and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least 90 days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

Binding Arbitration

Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by the International Commercial Arbitration Court under the European Arbitration Chamber (Belgium, Brussels, Avenue Louise, 146)  according to the Rules of this ICAC, which, as a result of referring to it, is considered as the part of this clause. The number of arbitrators shall be three arbitrators unless all parties to the dispute agree to a sole arbitrator within thirty calendar days. The seat, or legal place, of arbitration shall be the state of California. The language to be used in the arbitral proceedings shall be English. The governing law of the contract shall be the substantive law of California state law.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

20. CORRECTIONS

The Platform may contain information, including but not limited to descriptions, pricing, availability, and other content, that may include typographical errors, inaccuracies, or omissions. We reserve the right, at our sole discretion, to correct any such errors, inaccuracies, or omissions and to modify or update any information on the Platform at any time, without prior notice.

21. DISCLAIMER

THE PLATFORM (INCLUDING THE SITE, MOBILE APPLICATION, DASHBOARD AND ANY ASSOCIATED SERVICES) IS PROVIDED “AS-IS” AND “AS-AVAILABLE.” YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE PLATFORM AND OUR SERVICES IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE PLATFORM AND YOUR USE THEREOF, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WE MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF THE CONTENT ON THE PLATFORM OR ANY THIRD-PARTY WEBSITES LINKED TO THE PLATFORM, AND WE ASSUME NO LIABILITY FOR ANY:

    1. ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS;
    2. PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE PLATFORM;
    3. UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND ANY PERSONAL OR FINANCIAL INFORMATION STORED THEREIN;
    4. INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM;
    5. BUGS, VIRUSES, TROJAN HORSES, OR SIMILAR MALICIOUS SOFTWARE TRANSMITTED TO OR THROUGH THE PLATFORM BY A THIRD PARTY;
    6. ERRORS OR OMISSIONS IN CONTENT, OR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE PLATFORM.

WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE PLATFORM, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING. WE WILL NOT BE A PARTY TO OR IN ANY WAY RESPONSIBLE FOR MONITORING TRANSACTIONS BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. YOU AGREE TO EXERCISE CAUTION AND MAKE YOUR OWN JUDGMENT WHEN ENGAGING WITH THIRD-PARTY PRODUCTS OR SERVICES, INCLUDING THROUGH ANY MEDIUM OR ENVIRONMENT.

22. MEDICAL, HEALTH AND AI COACH DISCLAIMER

THE PLATFORM (INCLUDING THE SITE, MOBILE APPLICATION, DASHBOARD, AND ANY OTHER RELATED FEATURES) PROVIDED BY ZIVA HEALTH IS NOT INTENDED TO, AND DOES NOT, CONTAIN MEDICAL OR HEALTH ADVICE. THE INFORMATION AVAILABLE ON THE PLATFORM IS FOR GENERAL INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY AND IS NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL, HEALTHCARE, OR PSYCHOLOGICAL ADVICE. WE STRONGLY ENCOURAGE YOU TO CONSULT WITH YOUR HEALTHCARE PROVIDER OR OTHER QUALIFIED HEALTH PROFESSIONALS BEFORE ACTING ON ANY INFORMATION PROVIDED THROUGH THE PLATFORM.

YOU ACKNOWLEDGE AND AGREE THAT THE USE OR RELIANCE ON ANY INFORMATION CONTAINED ON THE PLATFORM IS SOLELY AT YOUR OWN RISK.

IT IS IMPORTANT TO NOTE THAT LIFESTYLE COACHING SERVICES, INCLUDING THOSE PROVIDED THROUGH THE AI COACH, DO NOT INCLUDE MEDICAL CARE. ZIVA DOES NOT OFFER MEDICAL CARE, AND OUR LIFESTYLE COACHES, WHETHER HUMAN OR AI-POWERED, ARE NOT ACTING IN THE CAPACITY OF HEALTHCARE PROFESSIONALS. OUR COACHES DO NOT DIAGNOSE, TREAT, OR MANAGE ANY MEDICAL CONDITIONS, DISEASES, OR HEALTH CONCERNS. THEY PROVIDE SUPPORT AND GUIDANCE BASED ON YOUR HEALTH AND WELLNESS GOALS BUT CANNOT REPLACE PROFESSIONAL MEDICAL OR HEALTHCARE TREATMENT.

THE EXERCISES AND PROGRAMS PROVIDED ON THE PLATFORM, INCLUDING BUT NOT LIMITED TO PHYSICAL EXERCISES AND BREATHWORK, ARE NOT INTENDED TO REPLACE ANY TREATMENT OR THERAPY PRESCRIBED BY A QUALIFIED HEALTHCARE PROVIDER. ALWAYS CONSULT WITH YOUR PHYSICIAN OR HEALTHCARE PROVIDER BEFORE BEGINNING ANY NEW EXERCISE PROGRAM, ESPECIALLY IF YOU HAVE PRE-EXISTING MEDICAL CONDITIONS, ARE PREGNANT, OR HAVE CONCERNS ABOUT YOUR ABILITY TO PERFORM CERTAIN EXERCISES. YOU SHOULD NOT ENGAGE IN ANY EXERCISES IF YOU EXPERIENCE DISCOMFORT, PAIN, OR ANY OTHER CONCERNING SYMPTOMS. SHOULD ANY OF THESE ARISE, YOU MUST STOP IMMEDIATELY AND SEEK MEDICAL ATTENTION.

ENGAGEMENT WITH OUR LIFESTYLE COACHES (BOTH HUMAN AND AI) IS MEANT TO SUPPLEMENT, NOT REPLACE, YOUR HEALTHCARE TREATMENT PLAN. IT DOES NOT SUBSTITUTE FOR REGULAR VISITS WITH YOUR PHYSICIAN OR HEALTHCARE TEAM. ALWAYS SEEK GUIDANCE FROM YOUR HEALTHCARE PROVIDER REGARDING YOUR HEALTH CONDITIONS AND ANY CHANGES IN YOUR HEALTH STATUS.

AI COACH LIABILITY DISCLAIMER

THE AI COACH PROVIDED THROUGH ZIVA HEALTH’S PLATFORM (“AI COACH”) IS DESIGNED TO OFFER GENERAL WELLNESS SUGGESTIONS AND INSIGHTS BASED ON YOUR HEALTH DATA. HOWEVER, PLEASE NOTE THE FOLLOWING IMPORTANT DISCLAIMERS:

    1. NO MEDICAL ADVICE

THE AI COACH PROVIDES GENERAL WELLNESS INFORMATION ONLY AND IS NOT INTENDED TO REPLACE PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. ANY RECOMMENDATIONS OR SUGGESTIONS MADE BY THE AI COACH SHOULD NOT BE CONSIDERED MEDICAL ADVICE.

    1. LIMITED LIABILITY

THE AI COACH PROVIDED THROUGH ZIVA HEALTH’S PLATFORM IS DESIGNED TO OFFER PERSONALIZED HOLISTIC WELLNESS INSIGHTS BASED ON YOUR HEALTH DATA. HOWEVER, ZIVA HEALTH INC IS NOT RESPONSIBLE OR LIABLE FOR ANY ACTIONS TAKEN BASED ON AI COACH RECOMMENDATIONS. THE AI COACH MAY OCCASIONALLY GENERATE INCORRECT, INAPPROPRIATE, OR POTENTIALLY HARMFUL SUGGESTIONS. USERS MUST EXERCISE THEIR OWN JUDGMENT AND COMMON SENSE WHEN RECEIVING AI COACH RECOMMENDATIONS AND SHOULD INDEPENDENTLY VERIFY THEM WITH QUALIFIED HEALTHCARE PROFESSIONALS. USERS SHOULD NEVER FOLLOW AI COACH SUGGESTIONS THAT COULD RESULT IN PHYSICAL HARM OR INJURY. ALL INTERACTIONS WITH THE AI COACH ARE UNDERTAKEN AT THE USER’S OWN RISK.

    1. USER RESPONSIBILITY

USERS MUST INDEPENDENTLY VERIFY ANY SUGGESTIONS WITH QUALIFIED HEALTHCARE PROFESSIONALS. USERS SHOULD NEVER DELAY SEEKING MEDICAL TREATMENT OR DISREGARD PROFESSIONAL MEDICAL ADVICE BASED ON AI COACH RECOMMENDATIONS. USERS SHOULD IMMEDIATELY DISCONTINUE USE AND REPORT TO ZIVA HEALTH IF THEY RECEIVE ANY SUGGESTIONS THAT COULD LEAD TO HARM.

    1. EMERGENCY SITUATIONS

THE AI COACH IS NOT EQUIPPED TO HANDLE MEDICAL EMERGENCIES. IN CASE OF A MEDICAL EMERGENCY, USERS SHOULD IMMEDIATELY CONTACT EMERGENCY SERVICES BY CALLING 911 OR SEEK PROFESSIONAL MEDICAL CARE.

    1. NO GUARANTEES

ZIVA HEALTH MAKES NO WARRANTIES OR GUARANTEES ABOUT THE ACCURACY, RELIABILITY, OR APPROPRIATENESS OF AI COACH RECOMMENDATIONS. THE AI SYSTEM IS PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES.

BY USING THE AI COACH FEATURE, YOU ACKNOWLEDGE AND AGREE TO THESE TERMS AND LIMITATIONS. IF YOU DO NOT AGREE WITH THESE TERMS, PLEASE DO NOT USE THE AI COACH FEATURE.

23. LIMITATIONS OF LIABILITY

IN NO EVENT WILL ZIVA HEALTH INC. OR ITS DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, OR SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE PLATFORM (INCLUDING THE SITE, MOBILE APP, DASHBOARD, AI COACH OR ANY RELATED SERVICES), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THIS INCLUDES, BUT IS NOT LIMITED TO, ANY RELIANCE ON MEDICAL INSIGHTS, SUGGESTIONS, OR RECOMMENDATIONS PROVIDED BY THE PLATFORM, AI COACH, OR ANY OTHER CONTENT CONTAINED WITHIN THE SITE, DASHBOARD OR APP. ANY SUGGESTIONS OR RECOMMENDATIONS FROM THE AI COACH OR OTHER PLATFORM SERVICES ARE FOR GENERAL INFORMATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE MEDICAL ADVICE. ZIVA HEALTH INC. IS NOT RESPONSIBLE FOR ANY DECISIONS YOU MAKE BASED ON THESE INSIGHTS OR FOR ANY CONSEQUENCES ARISING FROM SUCH DECISIONS.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF: (1) THE AMOUNT PAID, IF ANY, BY YOU TO US IN THE SIX (6) MONTHS PRECEDING THE CLAIM OR (2) [AMOUNT TO BE SPECIFIED].

CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

24. INDEMNIFICATION

YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US HARMLESS, INCLUDING OUR SUBSIDIARIES, AFFILIATES, AND ALL OF OUR RESPECTIVE OFFICERS, AGENTS, PARTNERS, EMPLOYEES, AND THE AI COACH SERVICE, FROM AND AGAINST ANY LOSS, DAMAGE, LIABILITY, CLAIM, OR DEMAND, INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPENSES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF: (1) YOUR USE OF THE PLATFORM (INCLUDING THE SITE, MOBILE APP, DASHBOARD, OR ANY RELATED SERVICES); (2) YOUR USE OF THE AI COACH FEATURE AND ANY ACTIONS TAKEN BASED ON ITS RECOMMENDATIONS; (3) BREACH OF THESE TERMS OF USE; (4) ANY BREACH OF YOUR REPRESENTATIONS AND WARRANTIES SET FORTH IN THESE TERMS OF USE; (5) YOUR VIOLATION OF THE RIGHTS OF A THIRD PARTY, INCLUDING BUT NOT LIMITED TO INTELLECTUAL PROPERTY RIGHTS; OR (6) ANY OVERT HARMFUL ACT TOWARD ANY OTHER USER OF THE PLATFORM WITH WHOM YOU CONNECTED VIA THE PLATFORM.

25. USER DATA

You retain full ownership of the data you provide to Ziva Health, including but not limited to personal information, health data, activity data, and any other data transmitted through the platform (site, app, dashboard, etc.) (“User Data”).By using the platform, you grant Ziva Health a non-exclusive, transferable, sublicensable, royalty-free, worldwide license to process, store, and use your User Data for the purpose of providing you with personalized wellness insights, improving our services, and enhancing the AI models and features offered by the platform.

We will maintain certain data that you transmit to the platform (including the site, mobile app, dashboard, etc.) for the purpose of managing the performance of the platform, as well as data relating to your use of the platform. While we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the platform. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

We may also receive information about you from third parties who have received your information because you subscribe to or otherwise participate in their services, or because you use their digital equipment (“Third-Party Data Sources”).

For example, we may receive data from wearables or activity trackers that you already possess and have not provided by us (“Third-Party Health Devices”). If you supply information from Third-Party Health Devices to us by manually entering that information through the platform, that information will be considered information from you and a User Submission. If you enable one or more Third-Party Health Devices to supply information to us automatically, that information will be considered information from you delivered through your Third-Party Data Sources and will also be a User Submission.

In addition to Third-Party Health Devices, Third-Party Data Sources may include other third-party sources of data, such as Apple HealthKit, OURA, WHOOP etc. When you authorize these Third-Party Data Sources to supply information to us, that information will be considered information from you delivered through your Third-Party Data Sources and will also be a User Submission.

We will use the personal information you provide to offer you an engaging and personalized experience in using the Services. For AI training purposes, your User Data may be used in an aggregated, anonymized, or de-identified form. This means that any personal information identifying you will be removed or replaced, and the data will be used solely to improve AI models, enhance our services, and further our mission of delivering high-quality wellness insights.

 Please note that the data used for training purposes will not contain any personally identifiable information and will be processed in compliance with applicable data protection laws.

By using the platform, you consent to the use of your data, including for AI training, under the terms outlined above.

26. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

By visiting the platform (including the site, mobile app, and dashboard), sending us emails, and completing online forms, you engage in electronic communications with us. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically—via email, the platform, or through other digital means—satisfy any legal requirement that such communication be in writing.

YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO THE ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE PLATFORM. YOU ACKNOWLEDGE AND AGREE THAT ALL COMMUNICATIONS BETWEEN YOU AND ZIVA HEALTH, INCLUDING AGREEMENTS, NOTICES, POLICIES, AND OTHER RECORDS, MAY BE DELIVERED ELECTRONICALLY.

YOU WAIVE ANY RIGHTS OR REQUIREMENTS UNDER ANY STATUTES, REGULATIONS, RULES, ORDINANCES, OR OTHER LAWS IN ANY JURISDICTION THAT REQUIRE AN ORIGINAL SIGNATURE, THE DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, OR PAYMENTS OR THE GRANTING OF CREDITS BY ANY MEANS OTHER THAN ELECTRONIC MEANS.

27. CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

28. MISCELLANEOUS

These Terms of Use, along with any policies or operating rules posted by us on the platform (including the site, mobile app, dashboard, etc.) in connection with the platform, constitute the entire agreement and understanding between you and us regarding your use of the platform. Our failure to exercise or enforce any right or provision of these Terms of Use shall not be deemed a waiver of such right or provision. These Terms of Use shall be enforced to the fullest extent permitted by law.

We reserve the right to assign any or all of our rights and obligations to third parties at any time, without notice. We shall not be liable for any loss, damage, delay, or failure to act due to any cause beyond our reasonable control, including, but not limited to, technical failures, service interruptions, or acts of force majeure.

If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision shall be deemed severable from these Terms of Use, and such determination shall not affect the validity and enforceability of any remaining provisions.

Nothing in these Terms of Use shall be construed as creating a joint venture, partnership, employment, or agency relationship between you and us. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. By using the platform, you also waive any defenses based on the electronic form of these Terms of Use and the absence of signatures by the parties to execute these Terms of Use.

29. CONTACT US

In order to resolve a complaint regarding the app or to receive further information regarding use of the app, please contact us at:

Ziva Health Inc.

171 Main Street , Ste 666

Los Altos 94022

United States

Phone: (+1)650-397-1090

Email: support@ziva.health