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Terms of Service – US Users

This Terms of Service applies to the use of the Service (defined below) by users located in the United States. If you are not located in US, these Terms of Service may not apply to you. Users located in the EU/UK should review our EU/UK Terms of Service at healthwords.ai/terms-of-service.

Last Updated: 2023-02-22

1. Introduction

We are Clinova Limited ("Clinova" "we", "us", "our" or "Healthwords"). Clinova is a limited company, registered in England. Our registered company number is 05826113, and our registered office is at International House Southampton International Business Park, George Curl Way, Southampton, Hampshire, SO18 2RZ. Our VAT registration number is 887451576.

We are a global digital health company providing health information and wellness solutions on our website at healthwords.ai (the "Site") along with our related websites, hosted applications, mobile, or other downloadable applications, other services provided by us, including our Healthwords app (collectively, the "Platform" and together with the Site, the " Service").

PLEASE READ THE FOLLOWING TERMS CAREFULLY:

BY CLICKING "I ACCEPT," OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE , YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING CLINOVA'S PRIVACY POLICY (THE "PRIVACY POLICY," AND TOGETHER, THESE "TERMS"). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND CLINOVA'S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY CLINOVA AND BY YOU TO BE BOUND BY THESE TERMS. YOU SHOULD PRINT A COPY OF THESE TERMS FOR FUTURE REFERENCE.

YOU AGREE TO RECEIVE TEXTS FROM OR ON BEHALF OF CLINOVA AT THE PHONE NUMBER YOU PROVIDE TO US. THESE TEXTS WILL INCLUDE GENERAL MARKETING AND ORDER UPDATES. YOU UNDERSTAND AND AGREE THAT THESE TEXTS MAY BE CONSIDERED TELEMARKETING UNDER APPLICABLE LAW, THEY MAY BE SENT USING AN AUTOMATIC TELEPHONE DIALING SYSTEM OR OTHER AUTOMATED TECHNOLOGY, AND YOUR CONSENT IS NOT A CONDITION OF ANY PURCHASE.

ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 16 you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND CLINOVA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.

2. Our Service

2.1. Service Overview

2.1.1 Health Information provided via the Service. The Service provides general health and wellness information intended for general information purposes only. CLINOVA AND THE SERVICE DO NOT PROVIDE ANY MEDICAL ADVICE, DIAGNOSIS, TREATMENT OR OPINIONS, NOR DOES YOUR USE OF THE SERVICE ESTABLISH A DOCTOR-PATIENT RELATIONSHIP BETWEEN YOU AND CLINOVA. ALL MATERIALS, INCLUDING ANY MEDICAL INFORMATION, ON THE SERVICE ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND DO NOT SERVE AS A SUBSTITUTE FOR THE ADVICE OF A MEDICAL PROFESSIONAL. If you have any questions regarding your health or a medical condition, you should always seek the advice of your physician or other qualified healthcare professional. In the case of a health emergency, seek immediate assistance from a healthcare professional. You should never delay obtaining medical advice or disregard any medical advice because of something you have or have not read on our Service.You acknowledge and agree that none of the information or the Service has the ability to diagnose, prescribe, or perform any tasks that constitute the practice of medicine. We do not warrant that any information or content provided on or through the Service is accurate, complete or useful to you. Any reliance you place on such information is strictly at your own risk. We assume no responsibility for any consequences relating directly or indirectly to any action or inaction you may take based upon the information or materials via the Service.

2.1.2 Ordering Products via the Service. We may also provide a way for you to purchase products or services ("Products") through the Service (each such purchase of Products, an "Order"), which may be done directly on the Service or through external links to other websites. Depending on how you Order, different terms and conditions may apply. Regardless of how Products are ordered, the Products are manufactured, shipped, and distributed by third parties, such as our third party distribution service providers. Please note we do not provide Products that require a prescription from a doctor or other qualified prescriber, or Products that need to be dispensed by a pharmacy. All Products made available via our Service are over-the-counter ("OTC") or general consumer products. We do not manufacture, provide, or endorse any specific Products. Products are provided on our Service merely as one option where you may obtain a Product that interests you. There is no obligation to purchase or to use any Products advertised on the Service. More information about ordering Products through our Service is included in Section 55 (Ordering and Availability) below.

2.1.3 Geolocation provided via the Service. You may also use the Service to locate the nearest chemists/pharmacies, doctors, or travel clinic locations, and to receive local pollen/allergen alerts. If you choose to use any of these feature(s), then you hereby grant us access and all necessary permissions to use your computer or mobile device's GPS to optimize the Platform and Service for you. Please see our Privacy Policy for more information.

2.2. Changes to Terms. We reserve the right to change these Terms from time to time. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to use the Service. If you do not agree to the modified Terms, then you should discontinue your use of the Service. Except as expressly permitted in this Section 2.2, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. No such change will affect any Order you have already placed with us. If these Terms are modified when you have a confirmed or pending Order, the previous version of these Terms will govern that respective Order.

3. Eligibility

The Service is intended for use only by persons who are at least 16 years of age. By agreeing to these Terms, you represent and warrant to us that (a) you are at least 16 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms. To order any Product, you must be at least 16 years of age. By doing so, you represent and warrant to us that you meet this requirement.

4. Accounts, Registration, and Access

To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, or other contact information. You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. When you register, you will be asked to create a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you should immediately notify us at info@healthwords.ai.

It is your responsibility to ensure your equipment (computer, laptop, netbook, tablet, or other mobile device) meets all the necessary technical specifications to enable you to access and use the Service and is compatible with the Service.

We may, from time to time, restrict access to certain features, parts or content of the Service, or the entire Service, to users who have registered with us.

5. Ordering and Availability

5.1.1 Ordering Products via External Links. If you follow an external link to make an Order, the websites we may link to (including via affiliate links) may have their own separate terms and conditions. We are not a party to any such terms and conditions or any agreement you enter into with the provider of such websites in relation to Orders for Products or services you may place through such websites or the use or provision of such websites. All Orders placed through a third party are subject to that third party's acceptance.

5.1.2 Ordering Products via the Service. In some circumstances, Orders may be placed on the Service by clicking on the items you wish to purchase and then following the prompts that will appear on‑screen. You may check and correct any input errors in your Order up until the point at which you submit your Order to us. After placing an Order, you will receive an acknowledgment from us that we have received your Order and give you an Order reference number. For the avoidance of doubt, Orders placed through the Service are still fulfilled by third party service providers.

5.1.3 Availability. While we use reasonable endeavors to work with our pharmacy partners so that they carry sufficient stock, if your Order includes any Product(s) not available from stock or which have been discontinued, we will contact you. Your Order will not be processed until we reach a resolution. We will not substitute appropriate similar Product(s). Please be aware that the number of packs of certain medicines that you can purchase may be limited and details of the restrictions are available.

5.2. Confirming an Order

5.2.1 Order Confirmation. You acknowledge that by clicking on the "Buy Now" button or by any other mechanism to purchase the Products that we may offer, you enter into an obligation to pay for the Product(s).

5.2.2 Acceptance of an Order. Ordering a Product either via a third party or via the Service does not mean that your Order has been accepted. Your Order constitutes an offer to buy the Product(s), and all Orders are subject to acceptance by us and the applicable third party provider. Neither we, nor our third party providers, are obligated to accept your Order and your Order may be declined by either party in our sole discretion. If your Order is accepted, you will receive an express confirmation that your Order has been confirmed (" Order Confirmation"). Neither we nor our third party providers will be obliged to supply any other Product(s) which may have been part of your Order if they were not included in the Order Confirmation.

5.2.3 Incorporation of Terms. Once we provide an Order Confirmation, the Order is hereby governed by and incorporated into these Terms.

5.3. Delivery or collection

5.3.1 Delivery Date. We will use commercially reasonable efforts to ensure that your Order will be fulfilled by the delivery date set out in the Order Confirmation or, if no delivery date is specified, then within 30 days after the date of the Order Confirmation.

5.3.2 Delivery Address. Your Order will be sent to the delivery address specified by you in the Order. Deliveries made to your door or mailbox and may require your signature. If you opt to pick up an Order at a pharmacy, you should take the Order Confirmation, along with some form of identification (such as a credit card or driving license) with you. Our courier will not be responsible for any additional carrying, unpacking, or positioning of Product(s).

5.3.3 Delivery Disclaimers. If your delivery address is geographically remote, it is possible that we may not be able to deliver there. If that is the case, we will notify you. We reserve the right not to deliver to any country that is prohibited by applicable export laws. Products within the same Order cannot be delivered to different addresses.

5.4. Risk and ownership of Products. The Product(s) ordered will be at your risk from the time of delivery or collection (as the case may be). Title to the Product(s) ordered will also pass to you on delivery or collection (as the case may be), provided full payment of all sums due in respect of the Product(s), including any delivery charges, has been received.

5.5. Price and Payment

5.5.1 Payment. You authorize Clinova to charge you for all Orders placed by you. You agree that you will pay for all Products you purchase through the Service, and that we may charge you the total amount for your Order using the payment method provided by you when registering for the Service for the Products (including any taxes and late fees, as applicable). Payment for all Orders must be made by credit or debit card on the checkout page. We accept payment by most major credit and debit cards. Your billing and delivery address must be in the same country. We will charge your credit or debit card when you place your Order. Clinova may seek pre-authorization of your card account prior to your purchase to verify that the card is valid and has the necessary funds or credit available to cover your purchase.

5.5.2 Payment Processor. We use a third‑party payment processor (the "Payment Processor"), to link the payment card you provide to the Platform and Service. Payments made on the Platform are made through our Payment Processor, which links the payment card you provide to the Platform and Service.

5.5.3 Price. Clinova reserves the right to determine pricing for the Products. Clinova will make reasonable efforts to keep pricing information published on the Service up to date. We encourage you to check our pricing page periodically for current pricing information. Clinova may change the fees for any feature of the Service, including additional fees or charges, if Clinova gives you advance notice of changes before they apply. Clinova, at its sole discretion, may make promotional offers with different features and different pricing to any of Clinova's customers. These promotional offers, unless made to you, will not apply to your offer or these Terms. Prices for Products include tax, but exclude delivery costs, which will be automatically added (at the cost shown) to the total amount due when you view the items in your shopping basket once you have selected your chosen different delivery method. Prices and delivery costs are liable to change at any time, but changes will not affect Orders in respect of which we have already sent you an Order Confirmation.

5.6. Modifications, Returns and Refunds

5.6.1 Changes. If you would like to change your Order please contact us, and we will assist you. We can let you know if changing it is possible, and if changing it would require any changes to the price, timing or anything else in accordance with our Purchase Policy.

5.6.2 Returns and Refunds. All Orders are subject to our Purchase Policy. If you would like to refund your Order, please review and follow the process listed in our Purchase Policy.

5.7. Faulty Products. If any Product you Order is damaged or faulty when delivered to you or has developed a fault, you may have one or more legal remedies available to you, depending on when you make us aware of the problem, in accordance with your legal rights. If you believe a Product was delivered damaged or faulty or has developed a fault, you should inform us as soon as possible, preferably in writing, giving your name, address, and Order reference. Nothing in this section affects your legal rights.

5.8. Disclaimers

5.8.1 Information. Although we try to make sure that all information contained on the Service is correct, it is not intended to amount to authority or advice on which reliance should be placed. You should check with the relevant information source as well as appropriately licensed professional advisors before acting on any such information.

5.8.2 Products. Whilst we have taken reasonable steps to depict Products accurately through the photographs and other images featured on the Service, the detailing (such as color, pattern and texture, etc.) you see on‑screen will depend on your monitor and, as such, may not exactly reflect the actual detailing of a Product when you receive it.

5.8.3 Products, Services, and Information provided by a third party. We are not responsible for any Products, services, or information provided by our pharmacy partner or any other third parties, including patient information leaflets, instructions for use, etc.

5.8.4 Force Majeure. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under any Order that is caused by events outside our reasonable control.

6. Third-Party Terms

6.1. Third-Party Services and Linked Websites. The Service may, from time to time, include links to external sites (including affiliate partners' sites) which may include links to third-party e‑commerce sites, offers and promotions. We include these to provide you with access to information, products, or services that you may find useful or interesting. We are not responsible for the content of these sites or for anything provided by them. We do not guarantee that they will be continuously available. Links to external sites do not imply any endorsement of, or association with, their operators or promoters.Clinova may provide tools through the Service that enable you to export information, including User Content, to third-party services, including through features that allow you to link your account on the Service with an account on the third-party service, such as Twitter or Facebook, or through our implementation of third-party buttons (such as "like" or "share" buttons). By using one of these tools, you hereby authorize that Clinova to transfer that information to the applicable third-party service. Third-party services are not under Clinova's control, and, to the fullest extent permitted by law, Clinova is not responsible for any third-party service's use of your exported information. The Service may also contain links to third-party websites. Linked websites are not under Clinova's control, and Clinova is not responsible for their content. Please be sure to review the terms of use and privacy policy of any third-party services before you share any User Content or information with such third-party services. Once sharing occurs, Clinova will have no control over the information that has been shared.

6.2. Third-Party Software. The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components ("Third-Party Components"). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.

7. Prohibited Uses

7.1. Except to the extent expressly set out in these Terms, you are not allowed to:

7.1.1 use the Service for any illegal purpose or in violation of any local, state, national, or international law;

7.1.2 'scrape' content or store content of the Service on a server or other storage device connected to a network or create an electronic database by systematically downloading and storing all of the content of the Service;

7.1.3 perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other Service account without permission, or falsifying your age or date of birth;

7.1.4 violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;

7.1.5 remove or change any content of the Service or attempt to circumvent security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use, printing or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law

7.1.6 interfere with the proper working of the Service or the servers on which it is hosted including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent;

7.1.7 create links to the Service from any other website, without our prior written consent, although you may link from a website that you operate provided the link is not misleading or deceptive and fairly indicates its destination, and you do not imply that we endorse you, your website, or any products or services you offer, you link to (and do not frame or replicate) the home page of the Service, and that the linked website does not contain any content that is unlawful, threatening, abusive, defamatory, pornographic, obscene, vulgar, indecent, offensive or which infringes on the intellectual property rights or other rights of any third party;

7.1.8 use the Service in a way that might damage our name or reputation or that of any of our affiliates;

7.1.9 sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 11) or any right or ability to view, access, or use any Materials; or

7.1.10 attempt to do any of the acts described in this Section 7 or assist or permit any person in engaging in any of the acts described in this Section 7.

7.2. All rights granted to you under these Terms may terminate immediately and all Orders may be held or cancelled in our discretion in the event that you are in breach of any of the obligations in this Section 7.

8. User Content

8.1. User Content Generally. The Service may, from time to time, allow you to submit, upload, publish, broadcast, or otherwise transmit ("Post") user‑generated content to the Service, including messages, reviews, photos, video or audio (including sound or voice recordings and musical recordings embodied in the video or audio), images, folders, data, text, and any other works of authorship or other works ("User Content"), for example to make use of an assessment tool.

8.2. Limited License Grant to Clinova. By Posting User Content to or via the Service, you grant Clinova a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to host, store, transfer, publicly display, publicly perform (including by means of a digital audio transmission), communicate to the public, reproduce, modify for the purpose of formatting for display, create derivative works as authorized in these Terms, and distribute your User Content, in whole or in part, in any media formats and through any media channels, in each instance whether now known or hereafter developed. You agree to pay all monies owing to any person or entity resulting from Posting your User Content and from Clinova's exercise of the license set forth in this Section. Clinova will not be required to make any payment to you or any third party in connection with Clinova's exercise of this license.

8.3. You Must Have Rights to the Content You Post; User Content Representations and Warranties. You must not Post User Content if you are not the owner of or are not fully authorized to grant rights in all of the elements of that User Content. Clinova disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Service. Please do not Post any User Content containing sensitive or personal information of you or any third party.By providing User Content via the Service, you affirm, represent, and warrant to us that:

  • Your User Content is relevant to the purpose of the relevant Service feature.

  • Your User Content does not:

  • contain, transmit, distribute, link to or otherwise make available, or advertise or promote any content that infringes any intellectual property rights or data protection, privacy or other rights of any other person, is defamatory or in breach of any contractual duty or any obligation of confidence, is obscene, sexually explicit, threatening, abusive, harassing, inciteful of violence or hatred, blasphemous, discriminatory (on any ground), liable to cause anxiety, alarm or embarrassment, knowingly false or misleading, or that does not comply with all applicable laws and regulations or is otherwise objectionable;

  • impersonate any person or entity or otherwise misrepresent your relationship with any person or entity;

  • contain, transmit or distribute any unsolicited or unauthorized advertising, marketing or promotional material or other form of solicitation (spam); or

  • transmit or distribute any virus and/or other code that has contaminating or destructive elements.

8.4. User Content Disclaimer. We are under no obligation to edit or control User Content that you or other users Post and will not be in any way responsible or liable for User Content. Clinova may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms, is alleged to violate the rights of third parties, or is otherwise objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Clinova with respect to User Content. For clarity, Clinova does not permit infringing activities on the Service.

8.5. Monitoring Content. Clinova does not control and does not have any obligation to monitor: (a) User Content; (b) any content made available by third parties; or (c) the use of the Service by its users. You acknowledge and agree that Clinova reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time Clinova chooses to monitor the content, then Clinova still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy. Clinova may block, filter, mute, remove or disable access to any User Content uploaded to or transmitted through the Service without any liability to the user who Posted such User Content to the Service or to any other users of the Service.

9. Communications

9.1. Text Messaging. You agree that Clinova and those acting on our behalf may send you text (SMS) messages at the phone number you provide us. These messages may include operational messages about your use of the Service, as well as marketing messages. Text messages may be sent using an automatic telephone dialing system. Standard data and message rates may apply whenever you send or receive such messages, as specified by your carrier. IF YOU WISH TO OPT OUT OF MARKETING TEXT MESSAGES FROM CLINOVA, YOU CAN EMAIL info@healthwords.ai OR TEXT THE WORD "STOP" TO THE NUMBER FROM WHICH YOU ARE RECEIVING THE MESSAGES. IF YOU WISH TO OPT OUT OF ALL TEXT MESSAGES FROM CLINOVA, YOU CAN EMAIL info@healthwords.ai OR TEXT THE WORD "STOPALL" TO THE NUMBER FROM WHICH YOU ARE RECEIVING THE MESSAGES, HOWEVER YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL MESSAGES MAY IMPACT YOUR USE OF THE SERVICE. You may continue to receive text messages for a short period while we process your request, including a message confirming the receipt of your opt-out request. Your agreement to receive marketing texts is not a condition of any purchase on or use of the Service.

9.2. Push Notifications. When you install our app on your mobile device, you agree to receive push notifications, which are messages an app sends you on your mobile device when you are not in the app. You can turn off notifications by visiting your mobile device's "settings" (or similar) page.

9.3. Email. We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.

10. Licenses

10.1. Limited License. Subject to your complete and ongoing compliance with these Terms, Clinova grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) install and use one object code copy of the Platform (whether installed by you or pre-installed on your mobile device by the device manufacturer or a wireless telephone provider) on a mobile device that you own or control; (b) access and use the Service; and (c) print or copy individual pages of the Platform and store such pages in electronic form solely for personal use.

10.2. License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, publicly perform, or create derivative works of the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, then you may not use it.

10.3. Feedback. We respect and appreciate the thoughts and comments from our users. If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Service ("Feedback"), then you hereby grant Clinova an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services. We will have no obligation to provide you with compensation or attribution for any Feedback you provide to us.

11. Intellectual Property Rights

11.1. Ownership. All intellectual property rights in any content of the Service and the Platform, including text, graphics, software, photographs and other images, videos, sound, trademarks, and logos (the "Materials") are owned by us or our licensors.

11.2. No Transfer of Rights. Except as expressly set out here, nothing in these Terms gives you any rights in respect of any intellectual property owned by us or our licensors and you acknowledge that you do not acquire any ownership rights by downloading content from the Platform or Service. Except as expressly authorized by Clinova, you may not make use of the Materials. There are no implied licenses in these Terms and Clinova reserves all rights to the Materials not granted expressly in these Terms.

11.3. Restrictions. You may not print off, copy, store, or otherwise replicate pages from the Service or the Platform (in whole or in part) without our express prior permission. In the event we grant permission to the foregoing, you will ensure that any copyright, trademark or other intellectual property right notices contained in the original content are reproduced.

12. Term, Termination, and Modification of the Service

12.1. Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in Section 12.2.

12.2. Termination. If you violate any provision of these Terms, then your authorization to access the Service and these Terms automatically terminate. In addition, Clinova may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. You may terminate your account and these Terms at any time by contacting customer service at info@healthwords.ai.

12.3. Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay Clinova any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 8.2, 10.3, 11, 12.3, 13, 14, 15, 16, and 18 will survive. You are solely responsible for retaining copies of any User Content you Post to the Service since upon termination of your account, you may lose access rights to any User Content you Posted to the Service. If your account has been terminated for a breach of these Terms, then you are prohibited from creating a new account on the Service using a different name, email address or other forms of account verification.

12.4. We may change the Platform and our Service. We may change the format, features and content of the Platform, including our Service(s), from time to time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you.

13. Indemnity

To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Clinova, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the "Clinova Entities") from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys' fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

14. Disclaimer of Warranties

14.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND THE PLATFORM, AND ALL CONTENT, PRODUCTS, AND MATERIALS AVAILABLE THROUGH ANY OF THE FOREGOING ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN ADDITION TO THE DISCLAIMERS SET FORTH ELSEWHERE IN THESE TERMS, INCLUDING SECTION 2.12.1, CLINOVA ALSO DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL PRODUCTS, MATERIALS, AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. CLINOVA DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY PRODUCTS, MATERIALS, OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND CLINOVA DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.IT IS YOUR RESPONSIBILITY TO HAVE APPROPRIATE IT SECURITY SAFEGUARDS IN PLACE (INCLUDING ANTI-VIRUS AND OTHER SECURITY CHECKS) TO SATISFY YOUR OWN REQUIREMENTS AS TO THE SAFETY AND RELIABILITY OF ANY PRODUCTS, CONTENT OR MATERIALS YOU RECEIVE.

14.2. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, (A) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH THE SERVICE, THE PLATFORM OR CLINOVA ENTITIES, OR ANY PRODUCTS, MATERIALS, OR CONTENT AVAILABLE THROUGH ANY OF THE FOREGOING WILL CREATE ANY WARRANTY REGARDING ANY OF THE CLINOVA ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS, (B) WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER PARTY, INCLUDING WITHOUT LIMITATION ANY SERVICE PROVIDERS OR OTHER USERS, AND (C) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AND ANY PRODUCTS, MATERIALS, OR CONTENT RECEIVED THROUGH ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.

14.3. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 14 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Clinova does not disclaim any warranty or other right that Clinova is prohibited from disclaiming under applicable law.

15. Our Liability

15.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE CLINOVA ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY PRODUCTS, MATERIALS, OR CONTENT ON, OR MADE AVAILABLE THROUGH, THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY CLINOVA ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

15.2. EXCEPT AS PROVIDED IN SECTIONS 16.5 AND 16.7 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE CLINOVA ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE, OR ANY PRODUCT, MATERIALS, OR CONTENT MADE AVAILABLE THROUGH THE SERVICE, OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (a) THE AMOUNT YOU HAVE PAID TO CLINOVA FOR ORDERS IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM AND (b) US$100.

15.3. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 15 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

15.4. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 14 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Clinova does not disclaim any warranty or other right that Clinova is prohibited from disclaiming under applicable law.

16. Dispute Resolution

16.1. Generally. Except as described in Section 16.2 and 16.3, you and Clinova agree that every dispute arising in connection with these Terms, the Service, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.

YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND CLINOVA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

16.2. Exceptions.Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

16.3. Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 16 within 30 days after the date that you agree to these Terms by sending a letter to Clinova Limited, Attention: Legal Department – Arbitration Opt-Out, International House Southampton International Business Park George Curl Way Southampton, Hampshire SO18 2RZ that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration ("Opt-Out Notice"). Once Clinova receives your Opt-Out Notice, this Section 16 will be void and any action arising out of these Terms will be resolved as set forth in Section 18.2. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.

16.4. Arbitrator. This arbitration agreement, and any arbitration between us, is subject the Federal Arbitration Act and will be administered by the JAMS under the rules applicable to consumer disputes (collectively, "JAMS Rules") as modified by these Terms. The JAMS Rules and filing forms are available online at www.jamsadr.org, by calling the JAMS at +1-800-352-5267 or by contacting Clinova.

16.5. Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail ("Notice of Arbitration"). Clinova's address for notice is: Clinova Limited, International House Southampton International Business Park George Curl Way Southampton, Hampshire SO18 2RZ. The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought ("Demand"). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Clinova may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, Clinova will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if Clinova has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the JAMS Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS Rules and the other party may seek reimbursement for any fees paid to JAMS.

16.6. Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your residence unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the JAMS Rules in the county (or parish) of your residence. During the arbitration, the amount of any settlement offer made by you or Clinova must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.

16.7. Arbitration Relief. Except as provided in Section 16.8, the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Clinova before an arbitrator was selected, Clinova will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000. The arbitrator's award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator's award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator's application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.

16.8. No Class Actions. YOU AND CLINOVA 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 Clinova agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.

16.9. Modifications to this Arbitration Provision. If Clinova makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to Clinova's address for Notice of Arbitration, in which case your account with Clinova will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

16.10. Enforceability. If Section 16.8 or the entirety of this Section 1616 is found to be unenforceable, or if Clinova receives an Opt-Out Notice from you, then the entirety of this Section 1616 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 18.218.2.1 will govern any action arising out of or related to these Terms.

17. Contact

All notices given by you to us must be given in writing to the address below. We may give notice to you at either the email or postal address you provide to us when placing an Order. If you have any questions about these Terms or any problems concerning the Service, Platform, an Order you have placed, or ordering in general, please contact us by email at: info@healthwords.ai, or at our address at:

Clinova Limited International House Southampton International Business Park George Curl Way Southampton, Hampshire SO18 2RZ

18. Miscellaneous.

18.1. General Terms. These Terms, including the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Clinova regarding your use of the Service and any Order. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms and all rights granted under these Terms, including with respect to your User Content, at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word "including" means "including but not limited to." If any part of these Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.We are required by law to advise you that Orders may be concluded in the English language only and that no public filing requirements apply.

18.2. Governing Law. You and Clinova submit to the personal and exclusive jurisdiction of the state and federal courts located within New York, New York for resolution of any lawsuit or court proceeding permitted under these Terms.

18.3. Privacy Policy. Please read the Privacy Policy carefully for information relating to our collection, use, storage, and disclosure of your personal information via the Platform or the Service. The Clinova Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

18.4. Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the "Additional Terms"). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

18.5. Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

18.6. Notice to California Residents. If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.

18.7. No Support. We are under no obligation to provide support for the Service or the Platform. In instances where we may offer support, the support will be subject to published policies.

18.8. International Use. The Service is intended for visitors located within the United Kingdom and United States; provided that these Terms govern your use of the Service within the United States only; use of the Service within the United Kingdom is subject to the terms set forth at healthwords.ai/terms-of-service. We make no representation that the Service is appropriate or available for use outside of the United Kingdom or the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.

19. Notice Regarding Apple

This Section 19 only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Clinova only, not with Apple Inc. ("Apple"), and Apple is not responsible for the Service or the content of it. Apple has no obligation to furnish any maintenance and support services with respect to the Service. If the Service fails to conform to any applicable warranty, you may notify Apple, and Apple will refund any applicable purchase price for the mobile application to you. To the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including: (1) product liability claims; (2) any claim that the Service fails to conform to any applicable legal or regulatory requirement; or (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Service and/or your possession and use of the Service infringe a third party's intellectual property right. You agree to comply with any applicable third-party terms when using the Service. Apple and Apple's subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby 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.

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