VITALITY AI – TERMS OF SERVICE

Vitality AI, LLC, a limited liability company organized under the laws of the State of Delaware, operates the website www.vitalityaihealth.com and a web-based platform (MVP) and other web and mobile applications (hereinafter collectively referred to as the “Platform”). The Platform currently operates as a business-to-consumer (B2C) application and may, in the future, engage in business-to-business (B2B) partnerships, including but not limited to collaborations with wellness providers and insurers.

The present Terms of Service set forth the terms under which Vitality AI, LLC provides and grants access to the Platform. By using the Platform, Users (as further defined) agree to comply with these Terms of Service. It is the responsibility of Users to read these Terms of Service in full prior to using the Platform. If any User does not agree with any portion of these Terms of Service, the User’s only recourse would be to refrain from using the Platform.

PURPOSE OF THE PLATFORM

The Platform is intended to aggregate data from wearables and medical records to provide personalized, artificial intelligence (AI)-driven health insights and coaching using an interactive chat interface. The Platform’s features include tailored recommendations on wellness, including sleep, exercise, and nutrition provided by advanced AI models.

DEFINITIONS

In these Terms of Service, the following terms shall have the meanings set forth below, unless the context requires otherwise:

• “AI Coaching” shall refer to personalized recommendations, insights and feedback generated by AI Models in response to Users’ health data.
• “AI Models” shall refer to the proprietary Artificial Intelligence (AI) models and tools used by Vitality AI for purposes of providing the Services.
• “Disputes” shall refer to all disputes which may arise out of or relate to these Terms of Service.
• “License” shall refer to the limited, non-exclusive, non-transferable, and revocable right granted by Vitality AI to Users to access and use the AI Coaching in accordance with these Terms of Service.
• “Personal Data” shall refer to personal and health data provided by or shared by Users on the Platform.
• “Services” shall refer to the aggregation of data generated from wearable devices and medical or health records, and the provision of AI Coaching based on such analysis.
• “Terms of Service” shall refer to the latest version of these Terms of Service, as may be updated from time to time by Vitality AI.
• “Third Party Services” shall refer to third-party applications, content, websites, services and resources that are linked to, integrated with, or otherwise referenced on the Platform.
• “Users” shall refer to users of the Platform collectively, and “User” shall refer to any one individual user of the Platform.
• “Vitality AI” shall refer to Vitality AI, LLC, the limited liability Delaware company that manages and operates the Platform.

APPLICATION OF THESE TERMS OF SERVICE

Use of the Platform is governed by these Terms of Service. These Terms of Service specify the terms upon which Users may use the Platform and the Services.

These Terms of Service shall be enforceable upon Users’ initial access, visit or download of the Platform. When using the Platform or receiving the Services, Users agree to be bound by these Terms of Service. Further, upon using the Platform, Users shall be deemed to have read, understood, and accepted these Terms of Service.

REPRESENTATIONS AND WARRANTIES

To be eligible to use the Platform, Users represent and confirm the following to Vitality AI:

• Each User is of legal age in their country of residence, and under no circumstances shall such age be less than eighteen (18) years old. Each User confirms having the necessary authority and capacity to use the Platform and be bound by these Terms of Service.
• Each User acknowledges that the AI Coaching is solely provided for personal and private purposes, and not for commercial use.
• Each User is not subject to any restrictions that would prevent the User from using the Platform or accessing the Services in their country of residence.
• By using the Platform, each User agrees to release and discharge Vitality AI and its third-party service providers from any and all liability and claims arising from their use of the Platform, subject to applicable laws.

SERVICES

The Platform offers Services consisting of the aggregation of data from wearable devices and medical or health records, as well as AI Coaching.

The AI Coaching utilizes AI Models, including OpenAI large language models (LLMs), to analyze User data and generate personalized feedback. The AI Models may process medical data inputs such as laboratory reports and wearable device metrics.

The AI Coaching may provide tailored feedback and analysis of sleep quality, exercise, nutrition and overall wellness. Users engage with the AI through an intuitive chat interface, receiving real-time, and customized support.

USAGE OF THE PLATFORM

When using the Platform, Users may share health and medical records on a regular basis and health data obtained from wearable devices. Users may share such information directly on the Platform. Based on the health and medical information reported, the AI Models shall generate AI Coaching. The AI Coaching shall be personalized and tailored based on information inputted.

The AI Coaching shall be based, at least in part, on the information Users input. As such, Vitality AI shall not be held liable for any incorrect, inaccurate or problematic recommendations or feedback generated by the AI Models.

At this time, Users further acknowledge that the AI Coaching provided should not be construed as medical advice or recommendations. Information or Content provided by or in connection with the AI Coaching should not be used as a diagnosis or as a substitute for medical or psychological treatment.

COMPLIANCE

Vitality AI shall comply with applicable health and medical laws, which may include the Health Insurance Portability and Accountability Act of 1996 (HIPAA) to ensure the confidentiality and of all Users’ Protected Health Information (PHI) accessed or handled in connection with the Services.

Vitality AI shall implement and maintain appropriate administrative, technical and physical safeguards to prevent the unauthorized use or disclosure of PHI. Such measures may include, without limitation, maintaining secure systems, protecting physical and electronic records, and adhering to Vitality AI’s HIPAA-related policies and procedures.

INTELLECTUAL PROPERTY

Intellectual Property Ownership

The content published on the Platform may include trademarks, intellectual property, graphics, logos, text, images, marketing materials and other proprietary documentation. The content is proprietary to Vitality AI and may not be copied, distributed, reproduced or shared without referencing Vitality AI as the author thereof.

Any intellectual property published on the Platform, including trademarks, intellectual property, marketing materials and other proprietary documentation may be protected by intellectual property laws. All rights related thereto are reserved.

These Terms of Service shall not be construed as granting Users a license or right to any trademarks, intellectual property, marketing materials or other proprietary documentation of Vitality AI, or any of its affiliates, if applicable.

License Granted

Any Personal Data provided by or shared by Users on the Platform for purposes of receiving the Services shall belong exclusively to the respective Users. Accordingly, Users shall retain ownership rights to their own Personal Data. As owners of such Personal Data, Users shall maintain control over their Personal Data.

Users agree that by providing or sharing Personal Data on the Platform, Users hereby grant Vitality AI a non-exclusive, royalty-free, worldwide license to use the Personal Data for the following purposes: (i) providing the Services and delivering AI Coaching; (ii) improving the Platform and the Services; (iii) engaging in research and development in compliance with applicable laws; and (iv) maintaining and securing the Platform’s operations. Vitality AI shall use such data only in accordance with these Terms of Service and applicable privacy laws.

All AI Coaching generated by the Services and the AI Models shall belong to Vitality AI. Vitality AI shall grant Users a license to use such AI Coaching for personal development. Additionally, Vitality AI may use the AI Coaching (i) to train and improve the AI Models, (ii) to engage in research, and (iii) for internal and operational use to improve and maintain the Platform.

The License granted by Vitality AI to Users does not allow Users to: (i) resell the AI Coaching, (ii) use the AI Coaching for commercial or business purposes, (iii) commercialize, sell, lease, transfer or otherwise share the AI Coaching with third parties, (iv) edit, modify, update or change to the AI Coaching or any portion thereof, unless Vitality AI has provided its prior written approval, and (v) use the AI Coaching for any purpose not authorized by law or contemplated under these Terms of Service.

Users acknowledge that Vitality AI shall, at all times, retain full ownership and title to the AI Coaching, subject to any third-party rights. The rights provided by Vitality AI to Users under the License are limited only to such licensing rights that are expressly set out in these Terms of Service.

Any usage of the AI Coaching and AI Models that violates these Terms of Service may result in the termination of the License granted. Vitality AI reserves the right to terminate the License granted at any time, at Vitality AI’s discretion.

USER ACCOUNTS

User Account Setup

To use the Platform and input Personal Data on the Platform, Users must set up a user account on the Platform. Only Users with accounts on the Platform can input emotional data.

To set up and register a user account, Users agree to comply with the registration process specified on the Platform, as applicable. Users’ account login shall be based on the email address, and shall be secured by a password. In case of a security breach or compromised password, Users agree to advise Vitality AI at their earliest convenience by sending an email.

As part of the registration processes, Users shall be required to share personal identifiers, such as their names, email addresses, dates of birth and gender.

To avoid duplicate accounts or errors, Users agree not to use an account that does not belong to them. By setting up a user account, Users confirm that they have not had a user account on the Platform that was previously terminated or suspended. Moreover, Users agree not to transfer, sell, lease, lend, or assign their user accounts to a third party.

Personal Health Information

Users may share personal information and health information, such as heart rate, blood pressure, laboratory results, medications, symptoms and AI Coaching. Users confirm that all health information provided is true, complete and current to the best of their knowledge.

The Platform processes sensitive personal information and health information Users share. When sharing personal health information, Users understand that Vitality AI may use such information to provide the AI Coaching. By sharing such personal health information, Users shall be deemed to explicitly consent to Vitality AI processing and handling their Personal Data according to its Privacy Policy.

Vitality AI’s Privacy Policy, as published on the Platform, is expressly incorporated in these Terms of Service by reference.

Termination

Users may delete their user accounts by following the instructions provided on the Platform. Vitality AI reserves the right to suspend any user account that is reasonably suspected of being accessed by multiple individuals or entities.

Further, Vitality AI may revoke or terminate user accounts on the Platform if the holding Users violate or act in a manner that is contrary to these Terms of Service. Users waive any rights or recourses that they may have against Vitality AI in case of the suspension or termination of their user accounts.

USER CONDUCT

Users are responsible for their use of the Platform and actions and omissions in connection thereto. Users therefore agree not to engage in misuse of the Platform, more specifically:

• Breaching any international, regional, state or local laws, government orders, regulations or policies;
• Impairing, interfering with or damaging the Platform, or any portion thereof;
• Sending, distributing or otherwise transmitting harmful components, viruses, damaging files and/or unsolicited material;
• Engaging in unlawful, fraudulent or malicious conduct, or encouraging others to use the Platform for such illicit purposes;
• Publishing, sharing, posting or otherwise distributing false or illicit statements or remarks;
• Reverse engineering the Platform;
• Acting in a manner that conflicts with the spirit of these Terms of Service.

The list provided above is non-exhaustive, and solely for illustration purposes.

Users may be held personally liable for their failure to comply with these Terms of Service, and Vitality AI’s guidelines and standards. Further, Users agree that Vitality AI may, without liability and without penalty, revoke their right to use the Platform if they breach or attempt to breach any obligation contained in these Terms of Service.

SUBSCRIPTIONS

Subscriptions

Vitality AI offers two main tiers of subscriptions. The free subscription plan initially shall be limited to three (3) device integrations and no AI Coaching. Vitality AI has released a free version of the subscription plan to Users for a limited time, with the option to become a paid version. The premium plan subscription shall include unlimited device support and AI Coaching.

Subscription Price and Payments

Users shall be responsible for verifying the price of the purchase prior to making the corresponding payment. Unless otherwise indicated, the subscription fees do not include applicable taxes. Users shall be responsible for paying the taxes charged in connection with the subscription purchased.

Subscriptions must be prepaid. Vitality AI accepts payments using the payment methods listed on the Platform. Upon the purchase of a subscription, Users agree that Vitality AI shall charge the payment information provided. Vitality AI may store, or use a third party to store their payment information to provide for recurring payments. If the payment information provided is invalid or otherwise unacceptable, Vitality AI reserves the right to cancel the subscription.

Renewals

Unless otherwise specified in the subscription confirmation and unless cancelled or terminated prior, the subscription shall automatically renew for subsequent periods. Vitality AI shall be authorized to automatically charge Users’ payment method on or prior to the renewal date. The subscription shall remain in effect until the earlier of (a) Users fail to pay the subscription fees on their due date, or (b) Users cancel the subscription according to these Terms of Service.

Refunds

Please note that Vitality AI does not offer refunds, except as permitted under these Terms of Service. Vitality AI shall not issue refunds for partially used or unused subscriptions.

Notwithstanding the above, Vitality AI may award a refund under exceptional circumstances. For interpretation purposes, exceptional circumstances shall refer to: (i) extensive downtime or significant performance issues preventing Users from accessing paid features as defined in the SLAs and (ii) incorrect or duplicate charges due to administrative errors.

Any refunds awarded shall be at Vitality AI’s sole discretion. Vitality AI shall not be under any obligation to issue a refund under any circumstances. In all cases, Vitality AI shall, at its discretion, determine the amount of the refund. Any past refund shall not entitle Users to subsequent or future refunds.

For the avoidance of doubt, nothing herein shall exclude, restrict, or otherwise affect any rights Users may have under applicable consumer protection legislation applicable in their jurisdiction.

Subscription Cancellations

Users may cancel their subscriptions, at any time and without penalty, by selecting the unsubscribe option on the Platform, or by sending an email to Vitality AI. Once the subscription is cancelled, the account shall cease to be billed on the effective cancelation date. Vitality AI shall not refund fees already paid for subscription services. Unless otherwise indicated, user accounts shall remain active, even if the holding User no longer benefits from a subscription.

DISCLAIMER REGARDING ARTIFICIAL INTELLIGENCE

To receive the Services, Users may upload Personal Data and may allow the Platform to obtain health and medical information from wearable devices. The AI Models shall analyze the information received to generate the AI Coaching.

Vitality AI makes no guarantee that use of the Platform shall improve health or produce specific medical results. All AI Coaching is for informational purposes only and should not be considered as a replacement for professional health recommendations or medical advice.

Considering the AI Coaching is created and generated by the AI Models, Vitality AI cannot provide any guarantees regarding the quality, suitability, accuracy and appropriateness of the AI Coaching generated by these tools. Users acknowledge that the results produced by AI Models may vary in quality.

Users understand that all AI Coaching, including recommendations and feedback, is generated by AI Models, and subject to the disclaimers and limitations set forth in these Terms of Service. Vitality AI cannot guarantee any results, outcomes, or improvements based on the AI Coaching, and Users acknowledge that such AI Coaching is provided solely for informational and reference purposes.

As the AI Models utilize and are reliant upon generative artificial intelligence (GAI), it is important for Users to recognize that content generated by GAI may not always be accurate. As such, the content generated by the AI Models using AI may not be tested, verified, endorsed or guaranteed to be accurate by Vitality AI. Users understand and agree that Vitality AI may not always be able to assess the accuracy and completeness of content generated by the AI models.

Vitality AI is unable to warrant or guarantee that the information and data available and provided by the AI Coaching shall be accurate, valid, current and reliable. Considering the AI Models utilize GAI, Vitality AI cannot guarantee that content shared or otherwise generated by the AI Models shall be current and relevant.

SERVICE LEVEL AGREEMENT (SLA)

Vitality AI shall host and maintain the Platform in accordance with the service levels set out below.

Availability Service Level means the uptime commitment by Vitality AI, and is calculated based on the resolution time for priority faults.

Availability means Users’ availability to access and use the Platform without delay, without being subject to a Priority Fault.

Planned Downtime refers to a period of unavailability outside of Vitality AI’s standard business hours, during which the Platform shall be unavailable or undergoing maintenance.

Priority Faults mean a total or significant failure in the functionality or performance of the Platform.

Resolution time means the target timeframe for resolving priority faults.

Resolve means the restoration of the functionality and performance of the Platform, and the restoration of the operation of the Platform to its standard operating level.

Vitality AI shall ensure that the Platform shall be available XX% of the time, excluding planned downtime and circumstances beyond Vitality AI’s reasonable control.

Vitality AI shall respond to fault notifications or as soon as it becomes aware of a fault within the fault response time service levels and resolve all faults within the resolution time service levels applicable to the priority faults set out in the table below. The resolution time service level period shall commence when the priority fault is reported to Vitality AI or as soon as Vitality AI becomes aware of the fault and end when Vitality AI has resolved the priority fault. An issue is considered resolved if it no longer meets the definition of a priority fault.

CHANGES TO THE PLATFORM

Vitality AI reserves the right to make changes to the Platform, including, without limitation, updating Services and removing Services.

Vitality AI may discontinue, suspend, or modify the Platform, without notice and without liability to Users. Any updates, modifications, removals, additions or other changes to the Platform shall be governed by these Terms of Service.

UPDATES TO THESE TERMS OF SERVICE

Vitality AI reserves the right to amend or update these Terms of Service, in whole or in part, at any time at Vitality AI’s sole discretion. Vitality AI may also update these Terms of Service to reflect changes in regulatory status, including but not limited to medical device certification requirements in various jurisdictions.

The most recent version of these Terms of Service is published and available for review on the Platform. For reference purposes, the Terms of Service shall specify the date of their latest update.

While Vitality AI uses reasonable efforts to notify Users of changes to these Terms, Vitality AI is unable to guarantee that Users shall be informed of updates to these Terms of Service prior to publication on the Platform. Vitality AI therefore encourages Users to periodically review these Terms to ensure compliance with the latest version.

Unless otherwise provided, all updates to these Terms of Service shall be binding as of their publication on the Platform. Use of the Platform following the publication of the updated Terms of Service constitutes Users’ agreement to be bound by the updated Terms of Service.

THIRD PARTY SERVICES

The Platform may include links, integrations or references to Third Party Services, which may include OpenAI, GoogleOAuth, Stripe and health devices such as Garmin, Fitbit and WHOOP. Vitality AI is not responsible for the data practices or privacy policies of these third parties. Users are solely responsible for reviewing and understanding the privacy practices of any third-party services they choose to use.

Unless otherwise stated, Vitality AI is unaffiliated with any of the Third Party Services. Vitality AI does not endorse any of the Third Party Services, unless otherwise explicitly stipulated. The Third-Party Services are provided for convenience and reference purposes. Users understand that their usage of the Third Party Services is at their own risk.

Being unaffiliated and unrelated to the Third Party Services, Vitality AI cannot provide any warranties or guarantees with respect to the same. Any issues arising out of the Third Party Services must be resolved exclusively between Users and the relevant Third Party Services. Vitality AI shall not be a party to any litigation, dispute or controversy arising out of Users’ usage of the Third Party Services.

DISCLAIMERS AND LIMITED WARRANTIES

The Platform and the Services are provided by Vitality AI on an “as is” basis and “as available”, without any warranties or guarantees of any kind. Without limiting the generality of the foregoing, Vitality AI does not guarantee that the Platform shall be available at all times, without error or interruption.

Vitality AI implemented appropriate measures and processes to ensure the Platform remains available and accessible. Despite such measures and processes, Vitality AI is unable to guarantee that the Platform shall be available on a continuous basis without interruption. Certain factors beyond Vitality AI’s reasonable control may affect the Platform’s availability. In consideration thereof, Users acknowledge that Vitality AI is not responsible for any interruptions of service or issues affecting the Platform.

LIABILITY, DAMAGES AND RELEASE

Technical Issues

Users recognize that technical issues may arise when using the Platform. Such issues may delay, suspend, terminate, freeze or completely prevent access to the Platform. Vitality AI shall not be liable for any loss, damage or harm caused by interrupted or discontinued access to the Platform.

Vitality AI shall apply reasonable efforts to correct issues or defects affecting the Platform but does not guarantee that issues or defects shall be corrected in a timely manner or corrected at all.

Release

To the fullest extent permitted by law, Users hereby agree to release, waive, discharge, and hold Vitality AI harmless from any and all claims, demands, actions, causes of action, losses, damages, injuries, disputes with third parties, or any other liabilities, whether arising out of or related to the use of the Platform, the Services, the AI Coaching, or any use or misuse of the Platform.

Exclusions of Liability

To the fullest extent permitted by law, Vitality AI shall not be liable for any indirect, special, consequential, general, punitive or incidental damages. This exclusion of liability applies regardless of whether such liability is based on contract, tort, strict liability or any other theory of law, and even if Vitality AI was aware of the possibility of such damages.

APPLICABLE LAWS

These Terms of Service are governed by and interpreted in accordance with the laws of the State of Delaware (excluding any conflict of laws rule or principle, that may refer such interpretation to the laws of another jurisdiction). These Terms of Service are not governed by the United Nations Convention on Contracts for the International Sale of Goods.

DISPUTE RESOLUTION

Jurisdiction of the Courts

In compliance with applicable laws, except for those submitted to the courts in the State of Delaware, Disputes shall be handled by mandatory arbitration. Users agree to submit to the jurisdiction of such courts. Users further waive any objection to jurisdiction or venue in any proceeding before said courts.

The following Disputes may be brought before the competent courts located in the State of Delaware: (i) the seeking of an injunction or other type of equitable relief, or (ii) the seeking of enforcement of the rights and obligations set forth in these Terms of Service. All Disputes relating to matters other than those specified in these Terms of Service shall be handled by negotiation, mediation and arbitration, as set forth in these Terms of Service.

Good Faith Negotiations

Prior to undertaking any legal or arbitration proceedings, Users shall make reasonable efforts to resolve Disputes amicably. In good faith, Users shall employ their best efforts to resolve the Dispute with Vitality AI in an amicable manner.

Mediation

In the event that the Dispute cannot be resolved amicably within thirty (30) days, the unresolved Dispute shall then be handled through mediation administered in accordance with the standards set forth by the International Chamber of Commerce. All mediation sessions shall be held in the State of Delaware.

Arbitration

Should such mediation prove unsuccessful in resolving the Dispute, the Dispute shall be referred to and finally resolved by binding arbitration. The Dispute shall then be handled through arbitration administered in accordance with the standards set forth by the Rules of Conciliation and Arbitration of the International Chamber of Commerce. The number of arbitrators shall be one (1).

Unless otherwise agreed between Users and Vitality AI, the place of arbitration shall be in the State of Delaware. Users and Vitality AI shall equally bear the own costs and fees for participating in the arbitration. Such fees and costs shall include administrative costs and the fees payable to the arbitrator.

The arbitration proceedings shall be kept strictly confidential. The arbitrator shall be granted the required authority to award damages and relief, if needed, similarly to a court of law. The arbitration award shall be final and binding. The arbitration award shall be confirmed in writing.

Remedies and Injunctions

Users recognize that any violation of these Terms of Service may cause Vitality AI significant harm and damages, especially if such violation or breach relates to data security, intellectual property or unauthorized usage of the Platform. Further, Users acknowledge that monetary damages may not be a sufficient remedy for a breach or violation of these Terms of Service. Vitality AI shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.

Time Frame

Any dispute or claim relating to these Terms of Service and/or the Platform must be filed within one (1) year of the event giving rise to the claim. Any claim or dispute introduced after the one (1) year period shall be barred.

FORCE MAJEURE

Notwithstanding anything to the contrary contained in these Terms, if Vitality AI is delayed, hindered in or prevented from performing any act or obligation required under these Terms by reason of a Force Majeure event, the performance of such obligation or act shall be excused for the duration of the Force Majeure event. Force Majeure events may consist of acts of God, strikes, lockouts, governmental acts or regulations, or any natural disaster.

Vitality AI shall resume the performance of its obligation or act within a reasonable timeframe following the expiration or termination of the Force Majeure event. Vitality AI may also, at its sole discretion, cancel, suspend or terminate the Services and/or the Platform, without liability, due to a Force Majeure event.

GENERAL PROVISIONS

Entire Agreement

These Terms of Service constitute the entire agreement between Vitality AI and Users with respect to its subject matter, and shall supersede all prior agreements, understandings, negotiations and discussions, whether oral or written.

Severability

In the event that any section in these Terms of Service is held to be unenforceable or unlawful, the provision or section shall be severed from these Terms of Service. The section may be redrafted to preserve the original intention to the extent permitted by law. Any severed or redrafted provision or section shall not affect the enforceability of the remaining provisions of these Terms of Service.

Assignment

Vitality AI may assign all or part of its rights under these Terms of Service, without restriction. Users may not assign all or part of their rights and obligations under these Terms, without Vitality AI’s prior written consent.

Waivers

No waiver or delay in executing any of the rights or obligations in these Terms shall constitute a waiver of any other provision (whether or not similar) nor shall such waiver be interpreted as a continuing waiver unless otherwise expressly provided.

Notices

Any notices Users intend to address to Vitality AI should be provided in writing. Such notices may be sent on the Platform, by email or by first class certified or registered mail to our corporate headquarters located as follows:

Email: