TERMS OF SERVICE
Ascent Health Technologies, Inc.

Version 1.0
Last Updated: January 26, 2026
Effective Date: January 26, 2026


IMPORTANT NOTICE REGARDING ARBITRATION AND CLASS ACTION WAIVER

PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS. SECTION 15 CONTAINS AN AGREEMENT TO ARBITRATE, WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND ASCENT HEALTH SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 15 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER.

UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE WITHIN 30 DAYS: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.


1. Introduction and Definitions

1.1 About These Terms

These Terms of Service (these "Terms") apply to the websites, mobile applications, online platforms, artificial intelligence features, and digital products and services (collectively, the "Services") owned and provided by Ascent Health Technologies, Inc., a Delaware corporation ("Company," "Ascent Health," "we," "us," or "our").

By accessing or using the Services, you agree to be bound by these Terms. You acknowledge that you have read these Terms and that you accept these Terms and any amendments made to them by Company from time to time. If you do not agree to and accept these Terms, you must not make any use of the Services and you must delete all applications through which they are provided.

You must be at least 18 years old, or the age of legal majority in your jurisdiction of residence, to use the Services. If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

Geographic Scope: The Services are available only to users in the United States and Canada. By using the Services, you represent that you are located in and accessing the Services from the United States or Canada. If you are located outside these jurisdictions, you are not authorized to use the Services.

1.2 Definitions

In these Terms, the following definitions apply unless the context requires otherwise:

"Account" means your registered account with the Services, including any associated login credentials and profile information.

"AI Features" means features of the Services powered by artificial intelligence, including but not limited to AI coaching sessions, meal recommendations, workout generation, food recognition, recipe suggestions, and general wellness information. AI Features are general wellness tools intended to support healthy lifestyle choices; they are not medical devices and do not diagnose, treat, cure, or prevent any disease or medical condition.

"Health Data" means nutrition logs, food diary entries, workout data, exercise history, body measurements, weight records, sleep data, and other health-related information you provide to or generate through the Services.

"Services" means the Ascent Health websites (including www.joinascent.health), mobile applications, AI coaching features, meal planning tools, workout programming, nutrition tracking, and all related digital products and services.

"Subscription" means paid access to premium features of the Services, as described on our website or in the applicable app store listing.

"User Content" means any and all information and content that you submit to, upload to, or use with the Services, including but not limited to meal photos, recipes, workout logs, notes, and profile information.

1.3 Company Information

Ascent Health Technologies, Inc.
14205 N Mo Pac Expy Ste 570 PMB 226968
Austin, Texas 78728-6529
United States

Email: legal@joinascent.health

1.4 Changes to These Terms

Company reserves the right to amend or modify these Terms at any time. Your continued use of the Services after any changes take effect constitutes your acceptance of the amended Terms. If you do not agree to the amended Terms, you must stop using the Services. You are responsible for regularly reviewing these Terms to stay informed of any updates.


2. Accounts

2.1 Account Creation

In order to use certain features of the Services, you must register for an Account and provide certain information about yourself as prompted by the account registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions in the Services or by contacting us at support@joinascent.health. Company may suspend or terminate your Account in accordance with Section 13 of these Terms.

2.2 Third-Party Login

If you log into the Services via Apple, Google, or any third-party service, you consent to Company accessing such information as may be publicly available to Company through such third-party service, in accordance with the privacy settings you have established with that third-party service.

2.3 Account Security

You are solely responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Company of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security. Company cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. When your login credentials have been used to gain access to the Services, Company shall be entitled to assume that such use and all related communications emanate from you.


3. Health and AI Disclaimers

IMPORTANT: THE SERVICES DO NOT PROVIDE MEDICAL ADVICE. THE INFORMATION AND FEATURES PROVIDED THROUGH THE SERVICES ARE FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY AND ARE NOT INTENDED AS A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT.

3.1 Not Medical Advice

The Services, including all AI Features, meal plans, nutrition information, workout recommendations, and wellness observations, do not provide medical advice, diagnosis, or treatment. The Services are not intended to be a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition, diet, or exercise program.

Never disregard professional medical advice or delay in seeking it because of something you have read or received through the Services. If you think you may have a medical emergency, call your doctor, go to the emergency department, or call emergency services immediately.

3.2 Consult Your Healthcare Provider

Before starting any diet, exercise program, or making any changes to your health regimen, you should consult with a qualified healthcare professional. This is particularly important if you:

- Have any pre-existing medical conditions or injuries
- Are pregnant or nursing
- Take any medications
- Have a history of eating disorders or disordered eating
- Have any concerns about how diet or exercise may affect your health

3.3 AI Features Disclaimer

The Services include AI Features powered by artificial intelligence to enhance your experience, such as personalized coaching sessions, meal recommendations, workout programming, food recognition, and wellness observations. These AI Features are provided "as-is" and do not constitute medical, nutritional, fitness, legal, or financial advice.

You acknowledge and agree that:

- AI Features may generate recommendations or content that is inaccurate, incomplete, or inappropriate for your specific circumstances;

- AI Features may produce errors, including factually incorrect information, nutritional miscalculations, exercise recommendations that are unsafe for your condition, or other outputs that do not reflect reality ("AI hallucinations");

- You are solely responsible for verifying the accuracy and suitability of any AI-generated content before relying on it;

- AI Features learn from your data to personalize recommendations, but this personalization does not guarantee accuracy or appropriateness;

- Company may modify, improve, or change AI Features at any time without notice, which may result in different outputs for the same inputs;

- You must not rely on AI Features for automated decisions in high-risk areas such as health, medical treatment, or any situation where errors could result in physical harm without appropriate professional oversight;

- AI Features do not have access to your complete medical history and cannot account for all factors relevant to your health.

3.4 AI Coaching Relationship

AI coaching features within the Services are generated by artificial intelligence and are not provided by human coaches, nutritionists, dietitians, or personal trainers. AI coaching:

- Is informational guidance, not professional advice or a professional-client relationship
- May change in behavior, tone, or recommendations as we improve our AI models
- Is not monitored by human professionals in real-time
- Should not be relied upon as a substitute for professional health coaching or medical care

3.5 Data Accuracy Responsibility

YOU AGREE THAT IF INCORRECT DATA IS ENTERED INTO THE SERVICES, OR IF DATA IS ENTERED INCORRECTLY, THE RESULTS, RECOMMENDATIONS, AND AI-GENERATED CONTENT PROVIDED BY THE SERVICES WILL BE INCORRECT OR INAPPROPRIATE. COMPANY SHALL NOT BE RESPONSIBLE FOR INCORRECT DATA ENTERED BY YOU, OR FOR DATA ENTERED INCORRECTLY, OR FOR ANY CONSEQUENCES ARISING FROM RELIANCE ON RESULTS BASED ON SUCH DATA.

The accuracy of calorie estimates, macro calculations, workout recommendations, and other information provided by the Services depends on the accuracy and completeness of the information you provide.

3.6 Exercise and Physical Activity

Any workout recommendations, exercise programming, or fitness guidance provided through the Services is general in nature and may not be suitable for your specific fitness level, health condition, or circumstances. You exercise at your own risk. You should:

- Stop any exercise immediately if you experience pain, dizziness, shortness of breath, or discomfort
- Understand that workout recommendations are not tailored to injuries, physical limitations, or medical conditions unless you have explicitly disclosed such information
- Consult with a qualified fitness professional if you are new to exercise or have concerns about proper form or technique

3.7 Emergency Situations

THE SERVICES ARE NOT DESIGNED FOR USE IN MEDICAL EMERGENCIES. Do not use the Services for medical emergencies or urgent health concerns. If you are experiencing a medical emergency or health crisis, call emergency services (911 in the United States) or go to the nearest emergency room immediately. The Services are not monitored for emergency response.

3.8 No Guaranteed Results

Results from using the Services, including but not limited to weight loss, muscle gain, improved fitness, or other health outcomes, vary significantly from person to person and depend on many factors beyond the Services, including genetics, adherence, lifestyle, medical conditions, and other variables. Company makes no guarantees regarding any specific health, fitness, or weight-related outcomes from your use of the Services.

3.9 Assumption of Risk

BY USING THE SERVICES, YOU ACKNOWLEDGE AND AGREE THAT: (A) YOU ARE VOLUNTARILY PARTICIPATING IN DIET, NUTRITION, AND EXERCISE ACTIVITIES; (B) YOU ASSUME ALL RISKS ASSOCIATED WITH SUCH ACTIVITIES, INCLUDING THE RISK OF INJURY, ILLNESS, OR DEATH; (C) YOU ARE RESPONSIBLE FOR DETERMINING WHETHER ANY DIET, EXERCISE, OR HEALTH RECOMMENDATION IS APPROPRIATE FOR YOU; (D) YOU WILL CONSULT WITH QUALIFIED HEALTHCARE PROFESSIONALS AS NEEDED; AND (E) COMPANY SHALL NOT BE LIABLE FOR ANY INJURY, ILLNESS, OR ADVERSE HEALTH OUTCOME RESULTING FROM YOUR USE OF THE SERVICES OR RELIANCE ON ANY INFORMATION, RECOMMENDATION, OR AI-GENERATED CONTENT PROVIDED THROUGH THE SERVICES.


4. License and Access to Services

4.1 License Grant

Subject to these Terms, Company grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Services solely for your own personal, noncommercial use (except as provided in Section 4.2).

4.2 Professional Use

Health and fitness professionals, including but not limited to personal trainers, nutritionists, dietitians, and health coaches, may use the Services with their clients subject to separate Professional Terms, which will be made available upon request. Employer wellness administrators and enterprise users may use the Services subject to separate Enterprise Terms. Contact enterprise@joinascent.health for more information.

4.3 Restrictions

The rights granted to you in these Terms are subject to the following restrictions. You shall not:

- License, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services, whether in whole or in part, or any content displayed on the Services, except as expressly authorized under Section 4.2;

- Modify, make derivative works of, disassemble, reverse compile, reverse engineer, or extract source code from any part of the Services;

- Access the Services in order to build a similar or competitive website, product, or service;

- Copy, reproduce, distribute, republish, download, display, post, or transmit any part of the Services in any form or by any means, except as expressly permitted herein;

- Use robots, spiders, scrapers, crawlers, or any automated means, including tools used to collect data for machine learning, artificial intelligence, or model training, to access, extract, or index the Services, or use any data-mining or extraction methods in relation to the Services;

- Attempt to gain unauthorized access to any part or feature of the Services or circumvent any security, access control, or protective features of the Services;

- Interfere with the proper working of the Services, including by overloading servers or networks, or by using viruses or malicious code;

- Use the Services or any part of it to create or market any product or service that competes with the Services.

4.4 Modification and Discontinuation

Company reserves the right, at any time, to modify, suspend, or discontinue the Services (in whole or in part) with or without notice to you. You agree that Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services or any part thereof.

4.5 No Support Obligation

You acknowledge and agree that Company will have no obligation to provide you with any support or maintenance in connection with the Services. Company may, in its discretion, make support available through help documentation, tutorials, and online content.


5. Subscriptions and Billing

5.1 Subscription Options

Certain features of the Services may require a Subscription. Subscription options, pricing, and features are described on our website and in the applicable app store listings. Company reserves the right to modify Subscription offerings, pricing, and features at any time.

5.2 App Store Purchases

If you purchase a Subscription through the Apple App Store, Google Play Store, or another mobile application provider (each, a "Services Provider"), your Subscription is purchased from and billed by that Services Provider. Subscriptions, including terminations, renewals, and refunds, are subject to the Services Provider's terms and conditions. You must contact your Services Provider if you have a query regarding billing or refunds for Subscriptions purchased through that Services Provider.

5.3 Direct Purchases

Company may offer the option to purchase Subscriptions directly through our website. Direct Subscriptions are governed by the payment terms presented at checkout. Refund policies for direct purchases will be specified at the time of purchase.

5.4 Automatic Renewal and Cancellation

IMPORTANT: YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW.

Your subscription will automatically renew at the end of each billing period (monthly or annually, as selected at purchase) at the then-current subscription price, unless you cancel before the renewal date.

How to Cancel:

- App Store purchases: Cancel through Apple Settings > [Your Name] > Subscriptions
- Google Play purchases: Cancel through Google Play Store > Menu > Subscriptions
- Direct purchases: Cancel through your Account Settings in the app, or email support@joinascent.health

To avoid being charged for the next billing period, you must cancel at least 24 hours before your renewal date. Cancellation will take effect at the end of your current billing period. No refunds will be provided for partial subscription periods unless required by applicable law.

5.5 Price Changes

Company may change Subscription pricing at any time. Your continued Subscription after a price change takes effect constitutes your acceptance of the new price. If you do not agree to a price change, you may cancel your Subscription before the new price takes effect.

5.6 Free Trials

Company may offer free trials of premium features. Free trial terms, including duration and features included, will be specified at the time of sign-up. At the end of a free trial, your Subscription will automatically convert to a paid Subscription unless you cancel before the trial ends. A valid payment method may be required to start a free trial.


6. User Content

6.1 Your User Content

You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness, or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You may not represent or imply to others that your User Content is in any way provided, sponsored, or endorsed by Company.

6.2 User Content Representations

You represent and warrant that your User Content: (a) is your own original work or you have all necessary rights to submit it; (b) does not and will not infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, or right of publicity; (c) is complete and accurate and not deceptive, false, misleading, or fraudulent; (d) does not violate any applicable law or regulation; and (e) does not violate the Acceptable Use Policy set forth in Section 7.

6.3 License to User Content

You hereby grant to Company a non-exclusive, royalty-free, worldwide license to use, copy, modify, and display your User Content solely for the purposes of:

- Providing and operating the Services;
- Improving the Services;
- Developing new features and services; and
- Aggregate and anonymized analytics and research.

Company will not use your User Content in advertising or marketing materials in a way that personally identifies you without your prior consent. Company will not sell your User Content to third parties in personally identifiable form.

6.4 Health Data

Your Health Data is used to personalize your experience with the Services, including AI Features. Health Data may be used in aggregate, de-identified form for research, product improvement, and analytics. For detailed information about how we collect, use, and protect your Health Data, please see our Privacy Policy.

6.5 Feedback

If you provide Company with any feedback, suggestions, or ideas regarding the Services ("Feedback"), you hereby assign to Company all rights in such Feedback and agree that Company shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Company will treat any Feedback you provide as non-confidential and non-proprietary. You agree that you will not submit to Company any information or ideas that you consider to be confidential or proprietary.

6.6 Content Backup

Company is not obligated to backup any User Content. Your User Content may be deleted at any time without prior notice, including upon termination of your Account. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.


7. Acceptable Use Policy

7.1 Prohibited Content

You agree not to use the Services to collect, upload, transmit, display, or distribute any User Content that:

- Violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
- Is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another's privacy, vulgar, defamatory, false, intentionally misleading, pornographic, obscene, or patently offensive;
- Promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual;
- Is harmful to minors in any way;
- Contains false or misleading health claims or promotes dangerous health practices; or
- Is in violation of any applicable law or regulation.

7.2 Prohibited Conduct

In addition, you agree not to:

- Upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data;
- Send through the Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages;
- Use the Services to harvest, collect, gather, or assemble information or data regarding other users without their consent;
- Interfere with, disrupt, or create an undue burden on servers or networks connected to the Services;
- Attempt to gain unauthorized access to the Services or to other computer systems or networks connected to or used together with the Services;
- Harass or interfere with any other user's use and enjoyment of the Services;
- Use software or automated agents or scripts to produce multiple accounts on the Services, or to generate automated searches, requests, or queries to the Services.

7.3 AI Feature Restrictions

You must not upload personal data such as facial images, biometric identifiers, identity documents, or medical records into AI-powered features unless explicitly designed and disclosed for that purpose. Most AI Features are intended only for food-related and fitness-related content.

7.4 Enforcement

We reserve the right (but have no obligation) to review, refuse, and/or remove any User Content in our sole discretion, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 13, and/or reporting you to law enforcement authorities.


8. Intellectual Property

8.1 Company Ownership

Company owns and retains all intellectual property rights in and to the Services and all related code, designs, algorithms, AI models, and content (the "Intellectual Property"). This includes all interests, ownership rights, and title in the Services and all content on it, including, without limitation, computer code, copyrights, patents, trademarks, trade names, titles, designs, trade secrets, and methods of operation. Neither these Terms nor your access to the Services transfers to you or any third party any rights, title, or interest in or to such intellectual property rights, except for the limited license expressly set forth in Section 4.1. Company and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.

8.2 AI-Generated Content

Meal plans, workout programs, coaching responses, recipes, and other content generated by AI Features are Company content. You receive a limited license to use such AI-generated content for your personal purposes in connection with your use of the Services. You may not claim ownership of AI-generated content, resell it, or redistribute it to third parties.

8.3 Trademark Restrictions

All trademarks, logos, and service marks ("Marks") displayed on the Services are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks. You shall not use or register any trademarks, trade names, or logos that are or incorporate marks that are the same as or confusingly similar to the trademarks used on or in relation to the Services.


9. Copyright Policy

9.1 Respect for Copyright

Company respects the intellectual property of others and asks that users of our Services do the same. In connection with our Services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our Services who are repeat infringers of intellectual property rights, including copyrights.

9.2 DMCA Notice

If you believe that one of our users is, through the use of our Services, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:

- Your physical or electronic signature;
- Identification of the copyrighted work(s) that you claim to have been infringed;
- Identification of the material on our Services that you claim is infringing and that you request us to remove;
- Sufficient information to permit us to locate such material;
- Your address, telephone number, and email address;
- A statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

9.3 Designated Copyright Agent

The designated Copyright Agent for Company is:

Legal Department
Ascent Health Technologies, Inc.
14205 N Mo Pac Expy Ste 570 PMB 226968
Austin, Texas 78728-6529
Email: copyright@joinascent.health


10. Third-Party Services

10.1 Third-Party Links

The Services may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, "Third-Party Links & Ads"). Such Third-Party Links & Ads are not under the control of Company, and Company is not responsible for any Third-Party Links & Ads. Company provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk.

10.2 Third-Party Integrations

The Services may integrate with third-party services, including but not limited to Apple Health, Google Fit, wearable devices, and other health and fitness platforms. Such integrations are subject to the terms and conditions of those third-party services. Company is not responsible for the accuracy, availability, or reliability of data received from or sent to third-party services.

10.3 Interactions with Other Users

The Services may allow you to interact with or share information with other users, including through family or couples features. Each user is solely responsible for their own User Content. Your interactions with other users are solely between you and such users. You agree that Company will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any other user, we are under no obligation to become involved.


11. Disclaimers

THE SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS, AND COMPANY (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT.

WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.

WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICES WILL ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

AI-GENERATED CONTENT DISCLAIMER: AI-GENERATED CONTENT, INCLUDING BUT NOT LIMITED TO MEAL PLANS, WORKOUT PROGRAMS, RECIPES, COACHING RESPONSES, AND WELLNESS OBSERVATIONS, IS PROVIDED "AS-IS" WITHOUT WARRANTY OF ACCURACY, COMPLETENESS, NUTRITIONAL ADEQUACY, OR FITNESS FOR ANY PARTICULAR PURPOSE. AI FEATURES MAY PRODUCE ERRORS, INACCURACIES, OR RECOMMENDATIONS THAT ARE INAPPROPRIATE FOR YOUR SPECIFIC CIRCUMSTANCES. YOU ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBLE FOR VERIFYING THE SUITABILITY OF ANY AI-GENERATED CONTENT BEFORE ACTING ON IT, AND THAT COMPANY SHALL NOT BE LIABLE FOR ANY HARM ARISING FROM YOUR RELIANCE ON AI-GENERATED CONTENT.


12. Limitation of Liability

12.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ACCESS TO, AND USE OF, THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.

12.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIFTY U.S. DOLLARS ($50.00) OR (B) THE AMOUNTS PAID BY YOU TO COMPANY IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.

IN NO EVENT SHALL COMPANY'S AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE NUMBER OF CLAIMS OR FORM OF ACTION, EXCEED TWO HUNDRED U.S. DOLLARS ($200.00) OR THE TOTAL AMOUNTS PAID BY YOU TO COMPANY DURING THE TWENTY-FOUR (24) MONTHS PRIOR TO THE FIRST CLAIM, WHICHEVER IS GREATER.

YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS.

12.3 Data Accuracy

COMPANY SHALL NOT BE RESPONSIBLE FOR INCORRECT DATA CAPTURED, OR DATA CAPTURED INCORRECTLY, USING THE SERVICES. IF INCORRECT DATA IS PROVIDED OR CAPTURED, THE RESULTS GENERATED BY THE SERVICES WILL BE INCORRECT, AND COMPANY SHALL HAVE NO LIABILITY FOR ANY CONSEQUENCES ARISING FROM SUCH INCORRECT RESULTS.

12.4 Indemnification

You agree to indemnify and hold Company (and its officers, employees, and agents) harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Services, (b) your violation of these Terms, (c) your violation of applicable laws or regulations, or (d) your User Content. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Company. Company will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

12.5 Jurisdictional Limitations

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.


13. Term and Termination

13.1 Term

These Terms will become binding on you from the date on which you commence any use of the Services. These Terms and your rights to use the Services shall continue until terminated as set forth herein.

13.2 Termination by You

You may delete your Account at any time, for any reason, by following the instructions on the Services or by contacting us at support@joinascent.health. If you have a Subscription, you must also cancel your Subscription to avoid future charges.

13.3 Termination by Company

We may suspend or terminate your rights to use the Services (including your Account) at any time for any reason at our sole discretion, including for any use of the Services in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Services will terminate immediately.

13.4 Effect of Termination

You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases. Company will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content.

13.5 Survival

Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 3 (Health and AI Disclaimers, including 3.9 Assumption of Risk), 6.3-6.5 (License to User Content, Health Data, Feedback), 8 (Intellectual Property), 11 (Disclaimers), 12 (Limitation of Liability), 15 (Dispute Resolution and Arbitration), and 16 (General Provisions).


14. App Store Provisions

If you accessed or downloaded the Services from any app store or distribution platform (for example, Apple App Store or Google Play), you agree and acknowledge as follows:

14.1 Agreement with Company

These Terms are between you and Company and not with your Services Provider. Company, and not the Services Provider, is solely responsible for the Services.

14.2 No Maintenance Obligation

The Services Provider has no obligation to furnish any maintenance and support services with respect to the Services.

14.3 Warranty

In the event of any failure of the Services to conform to any applicable warranty, you may notify the Services Provider, and the Services Provider will refund the purchase price for the Services to you (if applicable) and, to the maximum extent permitted by applicable law, the Services Provider will have no other warranty obligation whatsoever with respect to the Services. Any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Company.

14.4 Claims

The Services Provider is not responsible for addressing any claims you have or any claims of any third party relating to the Services or your possession and use of the Services, including, but not limited to: (a) product liability claims; (b) any claim that the Services fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.

14.5 Intellectual Property Claims

In the event of any third-party claim that the Services or your possession and use of it infringes that third party's intellectual property rights, Company will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim to the extent required by these Terms.

14.6 Third-Party Beneficiary

The Services Provider and its affiliates are third-party beneficiaries of these Terms as related to your license to the Services. Upon your acceptance of the Terms, the Services Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the Services against you as a third-party beneficiary thereof.

14.7 Export Compliance

You represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Company, or any products utilizing such data, in violation of the United States export laws or regulations.


15. Dispute Resolution and Arbitration

Please read the following arbitration agreement in this Section (the "Arbitration Agreement") carefully. It requires you to arbitrate disputes with Company and limits the manner in which you can seek relief from Company.

15.1 Informal Resolution

In the event of any dispute between you and Company, send a notice of dispute to legal@joinascent.health. In the notice, provide your name, address, contact details, a description of the dispute, and the outcome you seek. You and Company agree to attempt for sixty (60) days, after Company's receipt of a notice of dispute, to resolve informally any such dispute.

15.2 Binding Arbitration

IF THE DISPUTE IS NOT RESOLVED INFORMALLY, YOU AND COMPANY AGREE THAT ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT, OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE, AND EQUITABLE CLAIMS) BETWEEN YOU AND COMPANY ARISING FROM OR RELATING IN ANY WAY TO THE SERVICES OR THESE TERMS WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Consumer Arbitration Rules then in effect, except as modified by this Section 15. The Federal Arbitration Act will govern the interpretation and enforcement of this Arbitration Agreement.

Delegation: The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. However, the preceding sentence shall not apply to the class action waiver in Section 15.3, which may be resolved only by a court.

Arbitration Fees: For claims of $75,000 or less, Company will pay all AAA filing, administration, and arbitrator fees, except that you will be responsible for paying the initial filing fee up to $200 (or the actual filing fee if less). For claims exceeding $75,000, fees and costs will be allocated according to the AAA Consumer Arbitration Rules. For information about AAA fees and procedures, visit www.adr.org.

Hearing Location: Unless the parties agree otherwise, any in-person arbitration hearing will take place in the county where you reside within the United States. You may also elect to participate by telephone or video conference.

Bad-Faith Fee Recovery: If the arbitrator determines that a party's claim, counterclaim, or defense was frivolous, brought in bad faith, or asserted for purposes of harassment, the arbitrator may award the other party its reasonable attorneys' fees and costs incurred in the arbitration. This provision applies equally to both parties.

15.3 Class Action Waiver

YOU AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Company agree otherwise, the arbitrator may not consolidate more than one person's claims with your claims and may not otherwise preside over any form of a representative or class proceeding.

15.4 Opt-Out

You may elect to opt out of this Arbitration Agreement by providing written notice of your intention to do so within thirty (30) days of creating your Account or accepting these Terms, whichever occurs first.

Such notice must be sent to:

Ascent Health Technologies, Inc.
Attn: Legal Department - Arbitration Opt-Out
14205 N Mo Pac Expy Ste 570 PMB 226968
Austin, Texas 78728-6529

Or by email to: legal@joinascent.health

Your notice must include your name, email address associated with your Account, mailing address, and a clear statement that you wish to opt out of this Arbitration Agreement.

If you opt out, all other provisions of these Terms will continue to apply.

15.5 Mass Arbitration Procedures

If your dispute notice involves claims similar to those of at least fourteen (14) other users, and if you and those other users are represented by the same lawyers, or by lawyers who are coordinating with each other, you and Company agree that these claims will be "Related Cases."

Bellwether Process: Before proceeding with all Related Cases, the parties shall select up to ten (10) individual cases as bellwether cases. Five (5) bellwether cases shall be selected by the claimants' counsel and five (5) by Company. These bellwether cases shall proceed to arbitration first. After the bellwether arbitrations are complete, the parties shall engage in a global mediation to attempt resolution of remaining Related Cases based on the bellwether results.

Batch Filing: If mediation is unsuccessful, remaining Related Cases may only be filed in batches of up to thirty (30) individual arbitrations at a time. Those individual arbitrations must be resolved before additional batches are filed.

Enforcement: A court has exclusive authority to enforce this provision.

15.6 Small Claims Exception

Notwithstanding the foregoing, either you or Company may bring an individual action in small claims court if the claim qualifies.

15.7 Injunctive Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or to prevent irreparable harm pending the outcome of arbitration. Any such court proceeding shall not be deemed a waiver of the right to arbitrate.


16. General Provisions

16.1 Governing Law

These Terms, and all claims or defenses based on, arising out of, or related to them, shall be governed by, and enforced in accordance with, the internal laws of the State of Delaware, without reference to its choice of law rules, except that the Federal Arbitration Act shall govern the interpretation and enforcement of Section 15.

16.2 Jurisdiction

In the event of any dispute that is not subject to binding arbitration, you agree to submit to the personal jurisdiction of and exclusive venue in the federal and state courts located in Delaware as the legal forum for any such dispute. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

16.3 California Disclosures

If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

16.4 California Civil Code Section 1542 Waiver

You hereby release and forever discharge Company from, and hereby waive and relinquish, each and every past, present, and future dispute, claim, controversy, demand, right, obligation, liability, action, and cause of action of every kind and nature that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Services.

IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."

16.5 Electronic Communications

The communications between you and Company use electronic means, whether you use the Services or send us emails, or whether Company posts notices on the Services or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing.

16.6 Assignment

You shall not, without Company's prior written consent, transfer to any other party any of your rights or obligations under these Terms. Company may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.

16.7 Severability

If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

16.8 Waiver

If Company fails to enforce a right or provision of these Terms, such failure shall not constitute a waiver of such right or provision or affect in any way Company's right to require performance at any time in the future.

16.9 Entire Agreement

These Terms, together with our Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire agreement between you and Company regarding the use of the Services. The word "including" means "including without limitation."

16.10 Contact Information

Ascent Health Technologies, Inc.
14205 N Mo Pac Expy Ste 570 PMB 226968
Austin, Texas 78728-6529

Email: legal@joinascent.health
Support: support@joinascent.health

16.11 Force Majeure

Company shall not be liable for any failure or delay in performing its obligations under these Terms due to causes beyond its reasonable control, including but not limited to: acts of God; natural disasters; pandemics or epidemics; war, terrorism, or civil unrest; labor disputes or strikes; government actions, orders, or restrictions; power failures or shortages; internet or telecommunications failures; cyberattacks, denial of service attacks, or other malicious acts; failures of third-party service providers or infrastructure; or any other event that could not have been reasonably anticipated or prevented. During such events, Company's obligations shall be suspended to the extent caused by such event, and Company shall not be liable for any resulting damages, losses, or service interruptions.


17. Future Services

17.1 Healthcare Services

Company may offer healthcare-related services in the future, including but not limited to telehealth services, wellness programs for employers, or integration with healthcare providers. Any such services will be governed by supplemental terms that address applicable healthcare regulations, including HIPAA where applicable.

17.2 Enterprise Services

Employer wellness programs, enterprise deployments, and professional use of the Services will be governed by separate Enterprise Terms or Professional Terms, as applicable.

17.3 No Commitment

This Section 17 does not commit Company to offering any particular services. Company reserves the right to determine, in its sole discretion, what services to offer and when.


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END OF TERMS OF SERVICE