Terms of Service

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 must be at least 18 years old, or the age of legal majority in your jurisdiction of residence, to use the Services.

1.2 Definitions

• "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 AI coaching sessions, meal recommendations, workout generation, food recognition, recipe suggestions, and general wellness information.
• "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, 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.
• "User Content" means any information and content that you submit to or use with the Services.

1.3 Company Information

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. You represent and warrant that all required registration information you submit is truthful and accurate, and you will maintain the accuracy of such information.

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 through such 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 of your Account.

3. Health and AI Disclaimers

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. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition.

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 pre-existing medical conditions, are pregnant or nursing, take medications, or have a history of eating disorders.

3.3 AI Features Disclaimer

The Services include AI Features powered by artificial intelligence. These AI Features are provided "as-is" and do not constitute medical, nutritional, fitness, legal, or financial advice. You acknowledge that:

• AI Features may generate recommendations that are inaccurate, incomplete, or inappropriate for your specific circumstances
• AI Features may produce errors, including factually incorrect information or "AI hallucinations"
• You are solely responsible for verifying the accuracy and suitability of any AI-generated content before relying on it
• Company may modify AI Features at any time without notice

3.4 AI Coaching Relationship

AI coaching features 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.

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.

3.6 Exercise and Physical Activity

Any workout recommendations 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.

3.7 Emergency Situations

3.8 No Guaranteed Results

Results from using the Services vary significantly from person to person and depend on many factors beyond the Services. Company makes no guarantees regarding any specific health, fitness, or weight-related outcomes.

3.9 Assumption of Risk

BY USING THE SERVICES, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE VOLUNTARILY PARTICIPATING IN DIET, NUTRITION, AND EXERCISE ACTIVITIES; YOU ASSUME ALL RISKS ASSOCIATED WITH SUCH ACTIVITIES, INCLUDING THE RISK OF INJURY, ILLNESS, OR DEATH; AND COMPANY SHALL NOT BE LIABLE FOR ANY INJURY, ILLNESS, OR ADVERSE HEALTH OUTCOME RESULTING FROM YOUR USE OF 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.

4.2 Professional Use

Health and fitness professionals may use the Services with their clients subject to separate Professional Terms. Contact enterprise@joinascent.health for more information.

4.3 Restrictions

You shall not: license, sell, rent, or commercially exploit the Services; modify or reverse engineer any part of the Services; access the Services to build a competitive product; use automated means to access or extract data from the Services; or attempt to gain unauthorized access to any part of the Services.

4.4 Modification and Discontinuation

Company reserves the right to modify, suspend, or discontinue the Services at any time with or without notice.

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.

5.2 App Store Purchases

If you purchase a Subscription through the Apple App Store or Google Play Store, your Subscription is purchased from and billed by that provider. You must contact your provider for billing or refund queries.

5.3 Direct Purchases

Company may offer the option to purchase Subscriptions directly through our website, governed by the payment terms presented at checkout.

5.4 Automatic Renewal and Cancellation

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.

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

Free trial terms 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.

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.

6.2 User Content Representations

You represent and warrant that your User Content is your own original work or you have all necessary rights to submit it, does not infringe third-party rights, is accurate and not misleading, and does not violate any applicable law.

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, and aggregate analytics and research.

6.4 Health Data

Your Health Data is used to personalize your experience with the Services. See our Privacy Policy for detailed information.

6.5 Feedback

If you provide Company with any feedback, suggestions, or ideas regarding the Services, you hereby assign to Company all rights in such Feedback.

6.6 Content Backup

Company is not obligated to backup any User Content. You are solely responsible for creating your own backup copies.

7. Acceptable Use Policy

7.1 Prohibited Content

You agree not to use the Services to upload content that: violates third-party rights; is unlawful, harassing, or defamatory; promotes hatred or harm; is harmful to minors; or contains false or misleading health claims.

7.2 Prohibited Conduct

You agree not to: upload viruses or malicious code; send spam; harvest user information; interfere with the Services; attempt unauthorized access; or harass other users.

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 for that purpose.

7.4 Enforcement

We reserve the right to review, refuse, and/or remove any User Content and to terminate your Account for violations.

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.

8.2 AI-Generated Content

Meal plans, workout programs, coaching responses, and other content generated by AI Features are Company content. You receive a limited license to use such content for your personal purposes.

8.3 Trademark Restrictions

All trademarks, logos, and service marks displayed on the Services are our property or the property of third parties. You are not permitted to use these Marks without prior written consent.

9. Copyright Policy

9.1 Respect for Copyright

Company respects the intellectual property of others and has adopted a policy providing for the removal of infringing materials and termination of repeat infringers.

9.2 DMCA Notice

If you believe that your work has been copied in a way that constitutes copyright infringement, please provide a written notification to our designated Copyright Agent.

9.3 Designated Copyright Agent

10. Third-Party Services

10.1 Third-Party Links

The Services may contain links to third-party websites and services. Company is not responsible for any Third-Party Links and you use them at your own risk.

10.2 Third-Party Integrations

The Services may integrate with third-party services such as Apple Health, Google Fit, and wearable devices. Such integrations are subject to the terms of those third-party services.

10.3 Interactions with Other Users

Your interactions with other users are solely between you and such users. Company will not be responsible for any loss or damage incurred as the result of any such interactions.

11. Disclaimers

THE SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS, AND COMPANY EXPRESSLY DISCLAIMS 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 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.

AI-GENERATED CONTENT 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.

12. Limitation of Liability

12.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY 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 THE SERVICES.

12.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR LIABILITY TO YOU FOR ANY DAMAGES WILL 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.

12.3 Data Accuracy

Company shall not be responsible for incorrect data captured using the Services. If incorrect data is provided, the results generated will be incorrect.

12.4 Indemnification

You agree to indemnify and hold Company harmless from any claim or demand made by any third party due to your use of the Services, your violation of these Terms, or your violation of applicable laws.

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.

13.2 Termination by You

You may delete your Account at any time 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 at any time for any reason at our sole discretion, including for any use of the Services in violation of these Terms.

13.4 Effect of Termination

Any termination of your Account may involve deletion of your User Content from our live databases. Company will not have any liability for any termination of your rights under these Terms.

13.5 Survival

Sections 3, 6.3-6.5, 8, 11, 12, 15, and 16 will remain in effect after termination.

14. App Store Provisions

If you accessed the Services from an app store, you acknowledge that these Terms are between you and Company, not the app store provider. The app store provider has no obligation to provide maintenance or support for the Services and is not responsible for addressing any claims relating to the Services.

15. Dispute Resolution and Arbitration

15.1 Informal Resolution

In the event of any dispute, send a notice to legal@joinascent.health. You and Company agree to attempt for sixty (60) days 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 BETWEEN YOU AND COMPANY ARISING FROM OR RELATING 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.

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.

15.4 Opt-Out

You may elect to opt out of this Arbitration Agreement by providing written notice within thirty (30) days of creating your Account. Send notice to legal@joinascent.health with subject "Arbitration Opt-Out".

15.5 Small Claims Exception

Either party may bring an individual action in small claims court if the claim qualifies.

16. General Provisions

16.1 Governing Law

These Terms shall be governed by the internal laws of the State of Delaware, without reference to its choice of law rules.

16.2 Jurisdiction

For disputes not subject to arbitration, you agree to submit to the personal jurisdiction of the federal and state courts located in Delaware.

16.3 California Disclosures

California residents may report complaints to 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.

16.4 Electronic Communications

You consent to receive communications from Company in an electronic form and agree that all communications provided electronically satisfy any legal requirement for written communication.

16.5 Assignment

You shall not transfer any of your rights under these Terms without Company's prior written consent. Company may freely assign these Terms.

16.6 Severability

If any provision of these Terms is held to be invalid or unenforceable, the other provisions will be unimpaired.

16.7 Entire Agreement

These Terms, together with our Privacy Policy and Health Disclaimer, constitute the entire agreement between you and Company regarding the use of the Services.

16.8 Contact Information

17. Future Services

Company may offer healthcare-related services, telehealth services, or enterprise services in the future. Any such services will be governed by supplemental terms. This Section does not commit Company to offering any particular services.