Terms of Use

1. Agreement to Terms

These Terms of Use ("Terms") constitute a legally binding agreement between you and Ziva Health Inc., a California corporation ("Ziva Health," "we," "us," or "our"), governing your access to and use of:

• The Ziva Health website at https://ziva.health and all associated web pages
• The Ziva Health mobile application ("App")
• All related content, features, tools, and services accessible through the above

(collectively, the "Platform")

We may update these Terms at any time. Material changes will be communicated via email or in-app notice at least 14 days before taking effect. The version history table above records all material changes. Your continued use of the Platform after changes take effect constitutes your acceptance of the revised Terms.

2. Eligibility

To use the Platform, you must be at least 15 years of age. Users between 15 and 17 must have the consent of a parent or legal guardian who agrees to be bound by these Terms on their behalf. By allowing a minor to use the Platform, the parent or guardian accepts these Terms and all responsibility for the minor's use.

The Platform is not intended for children under 13. We do not knowingly collect personal data from anyone under 13. If we discover an account belonging to a child under 13, we will terminate it and delete all associated data immediately. If you believe a child under 13 has registered, please notify us at support@ziva.health.

By using the Platform, you represent that all information you provide is truthful, accurate, current, and complete, and that you have the legal capacity to agree to these Terms. You also represent that: (a) you are not prohibited by any applicable law from receiving the services offered through the Platform; and (b) your use of the Platform does not violate any agreement you have with any third party.

3. Account Registration and Security

You may register directly through the Platform or via a supported third-party identity provider such as Google or Apple. You are solely responsible for:

• Maintaining the confidentiality of your account credentials
• All activity conducted under your account
• Notifying us immediately at support@ziva.health of any unauthorized use or security breach

You may not share, sell, or transfer your account to any other person. We may remove or reclaim usernames we determine to be inappropriate, misleading, or in violation of these Terms. If you provide false, inaccurate, or fraudulent registration information, we reserve the right to immediately suspend or terminate your account.

4. What the Platform Offers

The Ziva Health Platform provides personal wellness tools and services including:

• Personalized wellness insights and health data summaries based on your data
• AI-powered wellness coaching through Isabella, Ziva Health's AI Coach
• Human wellness coaching (where available as part of your subscription)
• Breathwork, meditation, and stress reduction programs
• Educational articles, lessons, and wellness programs
• Wearable device and third-party health platform integration
• Nutrition tracking and guidance
• Activity, sleep, and biometric data monitoring and trends
• General health and wellness information published on the website

5. Isabella — AI Wellness Coach

Isabella is Ziva Health's AI-powered wellness coach. She provides personalized wellness guidance, health insights, coaching support, breathwork and meditation prompts, and responses to general wellness questions based on your health data and goals.

You acknowledge and agree that:

• Isabella is an AI wellness coach. She is NOT a licensed physician, nurse, therapist, psychologist, dietitian, or any other licensed healthcare or mental health professional.
• Isabella does not diagnose medical conditions, prescribe medications, provide clinical treatment recommendations, or practice medicine in any form.
• Isabella is not a licensed mental health professional and cannot diagnose, treat, or provide therapy for anxiety, depression, trauma, stress disorders, or any other mental health condition. If you are experiencing a mental health crisis, please call your local emergency services immediately or visit ziva.health/crisis-resources for crisis support in your country.
• Isabella's responses are generated by artificial intelligence and may occasionally be inaccurate, incomplete, or not suitable for your specific circumstances. Always verify wellness suggestions with a qualified healthcare professional before acting on them.
• Interactions with Isabella are for general wellness and informational purposes only. They do not create a coach-client, therapist-patient, or any other professional relationship between you and Ziva Health.
• Ziva Health is not liable for any actions you take based on Isabella's suggestions.
• If you receive any Isabella suggestion that you believe could cause harm, stop using that feature immediately and report it to support@ziva.health.

6. Website Content

The Ziva Health website publishes general health and wellness information, articles, blog posts, program descriptions, and other content for informational purposes. This content:

• Is not reviewed or approved by licensed medical professionals in a clinical capacity
• Does not constitute medical advice, diagnosis, or treatment recommendations
• May not be current, complete, or applicable to your individual circumstances
• Should not be used as a basis for any health or clinical decision without consulting a qualified healthcare provider

We reserve the right to correct, update, modify, or remove any website content at any time without notice. We are not liable for any reliance on website content.

7. Third-Party Devices and Integrations

The Platform integrates with third-party wearable devices and health platforms including Apple HealthKit, Google Fit, Fitbit, Garmin, Oura Ring, WHOOP, and others ("Third-Party Devices"). Your use of Third-Party Devices is governed by each manufacturer's own terms and privacy policies. Ziva Health does not manufacture or warrant Third-Party Devices. Data received from Third-Party Devices is treated as your user data under these Terms and our Privacy Policy.

8. Medical, AI, Wellness, and Program Disclaimer

8.1 No Medical Advice

The Ziva Health Platform and website do not provide medical advice, diagnosis, or treatment. All content - including AI-generated insights, wellness recommendations, health data summaries, coaching content, educational articles, and program materials - is provided for general informational and wellness support purposes only. It is not a substitute for professional medical advice from a licensed healthcare provider.

Always consult your physician or a qualified healthcare professional before making any changes to your medications, treatment plan, diet, exercise regimen, or other health-related behaviors. Never disregard or delay seeking medical advice because of something you read or received through the Platform.

8.2 Not a Medical Device

The Platform and all of its AI features, including Isabella, are not medical devices under U.S. FDA guidance. The Platform does not diagnose, treat, cure, monitor, or prevent any disease or medical condition.

8.3 AI Content

AI-generated content, including all content generated by Isabella, may occasionally be inaccurate, incomplete, or not appropriate for your circumstances. Ziva Health makes no warranty as to the accuracy, reliability, or suitability of any AI-generated content. You use AI-generated content entirely at your own risk.

8.4 Breathwork and Meditation — Safety Notice

The Platform offers breathwork exercises, guided meditation, and related wellness programs for general wellness purposes only - not as medical treatments.

8.5 Educational Content

Articles, lessons, program materials, and other educational content are for general informational purposes only. They are not clinical guidance and should not be used as a basis for health or clinical decisions without consulting a qualified healthcare provider.

8.6 No Mental Health Treatment

The Platform is not a mental health treatment service. Isabella and any human wellness coaches are not licensed therapists, psychologists, psychiatrists, or mental health counselors. If you are experiencing a mental health emergency, call your local emergency services immediately or visit ziva.health/crisis-resources.

8.7 Exercise Programs

Physical exercise content is for general wellness purposes only. Consult your physician before beginning any exercise program, particularly if you have pre-existing conditions, are pregnant, or have been recently injured or ill.

8.8 Emergency Notice

9. Intellectual Property

The Platform, website, and all content - including software, algorithms, AI models (including Isabella), databases, designs, text, graphics, audio, video, trademarks, service marks, and logos - are owned by or licensed to Ziva Health Inc. and are protected by U.S. and international intellectual property laws.

You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Platform and website for personal, non-commercial purposes in accordance with these Terms. All rights not expressly granted are reserved. You may not:

• Copy, reproduce, modify, distribute, sell, or publicly display any Platform or website content without our prior written consent
• Reverse engineer, decompile, or disassemble any component of the Platform
• Use the Platform, website, or any content derived from them to develop, train, or improve any competing software, AI model, or product
• Use Platform content for any commercial purpose without our prior written consent

U.S. Government Users: Our services are commercial items as defined in FAR 2.101, subject to these Terms per FAR 12.212 and FAR 12.211.

10. User Data and Content

You retain ownership of all data and content you submit to the Platform ("User Data"). By submitting User Data, you grant Ziva Health a non-exclusive, worldwide, royalty-free license to process, store, and use your User Data to provide Platform services as described in our Privacy Policy.

For AI model improvement and service development, Ziva Health may use de-identified and aggregated data derived from User Data under a perpetual, irrevocable, worldwide, royalty-free license. All personally identifiable information is removed before any such use in accordance with applicable law, including 45 C.F.R. §164.514 where applicable. De-identified data is never used in a form that could identify you individually and is never sold.

Any feedback, suggestions, or ideas you submit to Ziva Health regarding the Platform ("Submissions") become the exclusive property of Ziva Health and may be used for any lawful purpose without compensation or obligation to you.

11. Prohibited Activities

You agree not to:

• Use the Platform or website for any unlawful, fraudulent, or unauthorized purpose
• Provide false, misleading, or inaccurate registration or health information
• Attempt to gain unauthorized access to any part of the Platform, website, or any other user's account
• Circumvent, disable, or interfere with any security or access control feature
• Use automated tools, bots, scrapers, data miners, or scripts against the Platform without our prior written permission
• Use the Platform, website, or any data obtained from them to develop or train any competing software, AI model, or product
• Upload or transmit malware, viruses, Trojan horses, or any other harmful or disruptive code
• Impersonate any person, entity, or Ziva Health personnel
• Harass, threaten, intimidate, or harm any other user or Ziva Health employee
• Reverse engineer, decompile, or disassemble any component of the Platform
• Use the Platform or website to send unsolicited commercial communications or spam
• Delete or alter any copyright or proprietary notices on any content
• Frame or mirror any portion of the website without our written consent
• Violate any applicable federal, state, local, or international law or regulation

We may suspend or terminate your account immediately and without notice for any violation of this section, and may pursue all available legal remedies.

12. Fees, Payment, Free Trial, and Auto-Renewal

12.1 Fees

Certain Platform features require a paid subscription. All fees are in U.S. dollars. Applicable sales tax will be added where required by law.

12.2 California Auto-Renewal Disclosure

To cancel: log into your account settings and select "Cancel Subscription," or contact us at support@ziva.health. Cancellation takes effect at the end of the current billing period. You will retain access until the end of the period for which you have already paid.

12.3 Free Trial

If a free trial is offered, the trial duration and the subscription price that will apply after the trial will be clearly stated at sign-up. If you do not cancel before the free trial ends, your subscription will automatically convert to a paid plan and your payment method will be charged the stated subscription fee. No refunds are issued for failure to cancel before the trial billing date.

12.4 Refunds

No refunds or credits are issued for unused portions of a subscription period except as required by applicable law or as expressly stated at the time of purchase.

12.5 Payment Information

You agree to provide accurate, current, and complete payment information and to promptly update it as needed. We reserve the right to correct any pricing errors even if payment has already been requested or received.

12.6 Price Changes

We may adjust pricing at the end of any subscription period with advance notice via email or in-app notice. Continued use after a price change takes effect constitutes your acceptance of the new pricing.

13. Cancellation and Termination

You may cancel your subscription or close your account at any time via account settings or by contacting support@ziva.health. Cancellation of a subscription takes effect at the end of the current billing period.

Ziva Health may suspend or terminate your access to the Platform at any time, with or without notice, for violations of these Terms, non-payment, fraudulent activity, or if continued service becomes legally restricted or impractical.

Upon termination of your account, your license to use the Platform ends immediately. You may not re-register under the same or a different name without our written consent. Data handling following termination is governed by our Privacy Policy.

14. Mobile Application

You are granted a limited, revocable, non-exclusive, non-transferable license to install and use the Ziva Health mobile application on devices you own or control, solely for personal use under these Terms.

Apple and Google Devices

The following additional terms apply if you downloaded the App from the Apple App Store or Google Play Store:

• The license granted to you is limited to use on a device running Apple iOS or Android in accordance with the App Distributor's usage rules.
• We are responsible for maintenance and support as described in these Terms. Apple Inc. and Google LLC have no obligation to provide maintenance or support for the App.
• If the App fails to conform to any applicable warranty, you may notify the App Distributor. To the maximum extent permitted by law, the App Distributor has no other warranty obligation regarding the App.
• Apple Inc. and Google LLC are third-party beneficiaries of these Terms as they apply to your use of the App and have the right to enforce these Terms against you.
• You represent that you are not located in a country subject to a U.S. government embargo and are not listed on any U.S. government restricted persons list.

15. SMS and Telephone Communications — TCPA Consent

By providing your mobile phone number when registering, you expressly consent to receive automated SMS text messages from Ziva Health for account notifications, wellness reminders, service updates, and - where you have separately opted in - marketing messages.

You may opt out of SMS messages at any time by replying STOP to any SMS from Ziva Health. You may opt out of marketing communications at any time through your account settings or by contacting support@ziva.health. Opting out of marketing does not affect account-related or service-related communications.

Standard message and data rates may apply. Message frequency varies by your account activity and preferences. Reply HELP for assistance. Carriers are not responsible for delayed or undelivered messages.

16. Cookies and Tracking — Consent Notice

The Platform and website use cookies and similar tracking technologies. A cookie consent mechanism is presented upon your first visit to the website.

• Essential Cookies: Necessary for the Platform and website to function. Active by default and cannot be disabled.
• Analytics Cookies: Help us understand how users use the Platform. You may opt out via your browser settings or analytics opt-out tools.
• Preference Cookies: Remember your settings and personalization choices.
• Marketing Cookies: Enable tailored advertising on third-party platforms. You may opt out via your browser settings or the cookie preferences panel.

For users in the EU and UK: Non-essential cookies will not be activated without your prior consent in accordance with GDPR and UK GDPR requirements. You may withdraw cookie consent at any time through the cookie settings panel on the website.

For California users: Ziva Health does not sell personal information. If any data sharing constitutes a "sale" under CCPA/CPRA, you have the right to opt out. See our Privacy Policy for full details.

17. Account Inactivity

If your account has been inactive for 24 consecutive months, Ziva Health will send a notice to your registered email address advising that your account will be deactivated if no activity occurs within 30 days of the notice date. If no response or login activity is received within that period, your account may be deactivated and your personal data deleted or de-identified in accordance with the Privacy Policy. De-identified data may be retained for platform improvement purposes.

18. Third-Party Links and Websites

The Platform and website may contain links to third-party websites, services, or resources. These links are provided for convenience only. Ziva Health does not endorse, control, or take responsibility for the content, privacy practices, or terms of any third-party site. Your use of third-party sites is at your own risk and subject to their own terms and privacy policies.

19. Platform Management and Availability

We reserve the right to monitor the Platform and website for violations of these Terms and to take appropriate action against violators, including reporting to law enforcement. We may remove, restrict, or disable any content or account at our sole discretion.

We do not guarantee that the Platform or website will be available at all times. Maintenance, updates, technical issues, or circumstances beyond our control may cause interruptions. We are not liable for any loss or inconvenience caused by Platform or website unavailability.

20. Disclaimer of Warranties

THE PLATFORM AND WEBSITE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ZIVA HEALTH DOES NOT WARRANT THAT THE PLATFORM OR WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM HARMFUL COMPONENTS. YOUR USE IS ENTIRELY AT YOUR OWN RISK.

21. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ZIVA HEALTH INC. AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, LOSS OF DATA, PERSONAL INJURY, OR PROPERTY DAMAGE, ARISING FROM YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE PLATFORM OR WEBSITE.

OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM OR WEBSITE SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT YOU PAID TO ZIVA HEALTH IN THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).

Some jurisdictions do not allow certain liability exclusions or limitations. Where applicable law grants you additional rights, those rights are unaffected by these Terms.

22. Indemnification

You agree to indemnify, defend, and hold harmless Ziva Health Inc. and its officers, directors, employees, affiliates, licensors, and agents from and against any claims, liabilities, damages, judgments, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of or access to the Platform or website
• Your violation of these Terms
• Your violation of any applicable law or regulation
• Any health or wellness decisions you make based on Platform or website content
• Your User Data or any content you submit
• Your infringement of any third party's rights

23. Privacy

Your use of the Platform and website is governed by our Privacy Policy. By using the Platform or website, you consent to the data practices described in the Privacy Policy. Please read it carefully - it explains what data we collect, how we use it, who we share it with, your rights, and how to exercise them.

24. Governing Law and Dispute Resolution

24.1 Governing Law

These Terms are governed by the laws of the State of California, without regard to conflict of laws principles.

24.2 Informal Resolution

Before initiating any formal proceeding, please contact us at support@ziva.health describing your dispute and the resolution you seek. We will attempt to resolve the dispute informally within 30 days of receiving your written notice. If unresolved after 30 days, either party may proceed to arbitration.

24.3 Binding Individual Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Platform that is not resolved informally shall be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules. The arbitration will be conducted in the English language in the State of California. The arbitrator's award is final and binding and may be entered as a judgment in any court of competent jurisdiction.

24.4 Class Action Waiver

YOU AND ZIVA HEALTH EACH WAIVE THE RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, CONSOLIDATED ACTION, OR REPRESENTATIVE ACTION OR ARBITRATION. ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY.

24.5 Jury Trial Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND ZIVA HEALTH EACH WAIVE THE RIGHT TO A JURY TRIAL FOR ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM.

24.6 Exceptions to Arbitration

Either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent imminent irreparable harm, including for violations of intellectual property rights or breaches of confidentiality, without first completing the informal resolution process.

24.7 Time Limitation on Claims

Any claim arising from your use of the Platform or website must be brought within two (2) years of the date the cause of action accrues. Claims not brought within this period are permanently barred.

24.8 California Residents

California residents may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

25. Electronic Communications and Signatures

By using the Platform or website, engaging in electronic communications with us, and completing online forms, you consent to receive electronic communications from Ziva Health. You agree that all agreements, notices, disclosures, and other communications we deliver to you electronically satisfy any applicable legal requirement that such communication be in writing.

You agree to the use of electronic signatures, contracts, and records, and to electronic delivery of notices and policies. You waive any requirement for original handwritten signatures or physical delivery of records to the extent permitted by applicable law, including the federal Electronic Signatures in Global and National Commerce Act (ESIGN) and applicable state law.

26. Miscellaneous

Entire Agreement

These Terms together with the Privacy Policy constitute the entire agreement between you and Ziva Health regarding your use of the Platform and website and supersede all prior agreements and understandings.

Severability

If any provision of these Terms is found to be invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable. All remaining provisions continue in full force and effect.

Waiver

Ziva Health's failure to enforce any right or provision of these Terms does not constitute a waiver of that right or provision.

Assignment

You may not assign or transfer these Terms or your rights under them without Ziva Health's prior written consent. Ziva Health may freely assign these Terms, including in connection with a merger, acquisition, or sale of assets.

Force Majeure

Ziva Health is not liable for any failure or delay in performance caused by circumstances beyond our reasonable control, including natural disasters, pandemics, government actions, telecommunications failures, or third-party service outages. This does not excuse Ziva Health's data security or breach notification obligations.

Relationship of Parties

Nothing in these Terms creates a joint venture, partnership, employment, or agency relationship between you and Ziva Health.

No Third-Party Beneficiaries

These Terms are for the benefit of you and Ziva Health only, except as expressly stated regarding Apple Inc. and Google LLC in Section 14.

27. Contact Us