Terms of Use

Please read these Terms of Use ("Terms") carefully. These Terms are a binding legal agreement between you and Palmos Labs ("Palmos Labs," "we," "us," or "our") governing your access to and use of our mobile application, website, paired wearable device integrations, and related services (collectively, the "Services"). By creating an account, accessing, or using the Services, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated into these Terms by reference. If you do not agree, do not use the Services.

US-Only Operations. Palmos Labs offers the Services only to individuals located in the United States. The Services are not directed to, and are not intended for use by, individuals outside the United States. By using the Services, you represent that you are a U.S. resident and at least 13 years of age (and, where applicable state law requires, at least the age of majority in your state).

Not Medical Advice. The Services are wellness and informational tools. They are not a substitute for professional medical advice, diagnosis, or treatment. The Services are not intended to diagnose, treat, cure, mitigate, or prevent any disease or medical condition. Always seek the advice of your physician or other qualified health professional with any questions you may have regarding your health.

1. Definitions

Capitalized terms used in these Terms have the meanings given to them where defined, or as set forth below:

• "Account" means the user account you create to access the Services.
• "Content" means any text, images, data, files, and other materials you submit, upload, or generate through the Services, other than Health Information.
• "Health Information" means the personal, biometric, and health-related information you provide to or generate through the Services, including data received from paired wearable devices and electronic medical records, as further described in the Privacy Policy.
• "Privacy Policy" means the Palmos Labs Privacy Policy available in the Services and at our website.
• "Wearable Device" means a third-party wearable device supported by the Services.

2. Eligibility and Account Registration

To use the Services, you must:

• Be a resident of the United States;
• Be at least 13 years of age (and at least the age of majority in your state, where required to enter into a binding contract);
• Provide accurate, current, and complete information during registration and keep it updated; and
• Maintain the confidentiality of your Account credentials and accept responsibility for all activities that occur under your Account.

You agree to notify Palmos Labs immediately at privacy@palmoslabs.com of any unauthorized use of your Account or any other breach of security. Palmos Labs is not liable for any loss or damage arising from your failure to comply with this section.

3. Privacy and Consent Documents

Your use of the Services is governed by the Privacy Policy and by the separate consents and authorizations referenced in it. In particular:

• Device Data Consent Screen — Consent to Collect Your Health Data: your opt-in consent to collect data from your Wearable Device(s).
• Device Data Consent Screen — Consent to Share Your Health Data: your separate opt-in consent to share your Health Information with a healthcare provider you designate.
• Health Information Disclosure Authorization — your signed authorization, under 45 C.F.R. § 164.524 and the 21st Century Cures Act, directing your healthcare provider to disclose your medical records to Palmos Labs.
• Data Research and Sharing Authorization — your signed authorization, under 45 C.F.R. § 164.508, permitting Palmos Labs to use identifiable Health Information for internal research and internal product development.

To the extent of any conflict between these Terms and a separate consent or authorization regarding the data it covers, that consent or authorization controls.

4. License to Use the Services

Subject to your compliance with these Terms, Palmos Labs grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your personal, non-commercial use. This license does not grant you any right, title, or interest in the Services. All rights not expressly granted are reserved by Palmos Labs.

5. Acceptable Use

You agree not to, and not to attempt to:

• Use the Services in violation of any applicable law, regulation, or third-party right;
• Access, tamper with, or use non-public areas of the Services, our systems, or the technical delivery systems of our service providers;
• Probe, scan, or test the vulnerability of any system or network, or breach or circumvent any security or authentication measures;
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services, except as expressly permitted by applicable law;
• Use any robot, scraper, or other automated means to access the Services or extract data, other than search engines acting in good faith through publicly available interfaces;
• Upload or transmit any code, file, or program intended to interfere with the operation of the Services;
• Impersonate any person or entity, or misrepresent your affiliation with any person or entity, including by submitting another individual’s Health Information without their authorization;
• Use the Services to develop a competing product, or to train any machine learning or artificial intelligence model except as expressly authorized by us in writing; or
• Use the Services in any manner that could damage, disable, overburden, or impair the Services or interfere with any other user’s use of the Services.

6. Wearable Devices and Third-Party Services

The Services interoperate with Wearable Devices and platforms operated by third parties (including Samsung Health, Polar, and Masimo). Those devices and platforms are not owned or controlled by Palmos Labs and are governed by their own terms and privacy policies. Palmos Labs is not responsible for the accuracy, availability, or performance of any third-party device or platform, or for any changes those third parties make to their services or APIs that may affect the Services.

You are responsible for properly pairing, charging, wearing, and maintaining your Wearable Device in accordance with the manufacturer’s instructions. Data from Wearable Devices is not medical-grade unless specifically labeled as such by the manufacturer and cleared or approved by the U.S. Food and Drug Administration for the relevant use.

7. Health Information and Medical Disclaimer

No medical advice. The Services display, organize, and provide insights about Health Information for informational and wellness purposes only. Insights, trends, recommendations, scores, and notifications generated by the Services are not medical advice and should not be relied upon to make medical decisions. Do not disregard, avoid, or delay obtaining medical advice from a qualified health professional because of information presented through the Services.

Emergency disclaimer. The Services are not designed to detect, diagnose, or respond to medical emergencies. If you believe you are experiencing a medical emergency, call 911 or your local emergency number immediately.

Accuracy. Biometric measurements from consumer Wearable Devices have inherent limitations and may be inaccurate. Palmos Labs does not warrant the accuracy, completeness, or clinical validity of any measurement, insight, or output of the Services.

8. Intellectual Property

The Services, including all software, designs, text, graphics, logos, trademarks, and other materials, are owned by Palmos Labs or its licensors and are protected by U.S. and international intellectual property laws. Except for the limited license granted in Section 4, nothing in these Terms transfers any intellectual property right to you.

You retain ownership of your Content. By submitting Content through the Services, you grant Palmos Labs a worldwide, royalty-free, non-exclusive license to host, store, reproduce, display, and use that Content solely to operate, provide, and improve the Services and to perform our obligations to you. Use of Health Information is governed by the Privacy Policy and the applicable consents and authorizations, not by this license.

9. Feedback

If you provide feedback, suggestions, or ideas about the Services ("Feedback"), you grant Palmos Labs a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use that Feedback for any purpose, without obligation or compensation to you. Feedback does not include Health Information and we do not use your Health Information to derive Feedback rights.

10. Fees and Paid Features

The Services may include features offered free of charge and features available only with a paid subscription or one-time fee. Pricing, billing intervals, refund terms, and cancellation procedures for any paid features will be presented to you at the point of purchase. Unless otherwise stated, all fees are quoted in U.S. dollars and are non-refundable except as required by law.

11. Suspension and Termination

You may terminate your Account at any time by following the in-app deletion process or by contacting privacy@palmoslabs.com. Palmos Labs may suspend or terminate your access to the Services at any time, with or without notice, if we reasonably believe that you have violated these Terms, that suspension or termination is necessary to protect the Services or other users, or that we are required to do so by law.

On termination, your right to use the Services ends. Sections of these Terms that by their nature should survive termination (including Sections 7, 8, 9, 12, 13, 14, 15, and 16) will survive. Account deletion does not, by itself, revoke your prior signed authorizations under HIPAA; revocation of those authorizations is governed by the documents themselves and by Section 10 of the Privacy Policy.

12. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PALMOS LABS AND ITS LICENSORS, SUPPLIERS, AND SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PALMOS LABS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT ANY INSIGHTS, MEASUREMENTS, OR OUTPUTS ARE ACCURATE OR CLINICALLY VALID.

Some jurisdictions do not allow the disclaimer of certain warranties, so some of the disclaimers above may not apply to you. In that case, the disclaimers apply to the fullest extent permitted by applicable law.

13. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PALMOS LABS, ITS AFFILIATES, OR ITS LICENSORS, SUPPLIERS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF PALMOS LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

PALMOS LABS’ TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU HAVE PAID TO PALMOS LABS FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

Nothing in these Terms limits or excludes liability that cannot be limited or excluded under applicable law, including liability for gross negligence, willful misconduct, or violations of HIPAA or state health-privacy laws to the extent such limitations are prohibited by law.

14. Indemnification

You will defend, indemnify, and hold harmless Palmos Labs and its officers, directors, employees, and agents from and against any third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) your access to or use of the Services in violation of these Terms, (b) your Content, (c) your violation of any third-party right, including any intellectual property or privacy right, or (d) your violation of any applicable law. Palmos Labs reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you will cooperate with our defense.

15. Dispute Resolution; Binding Arbitration; Class Waiver

Please read this section carefully. It affects your legal rights, including your right to file a lawsuit in court and to participate in a class action.

Informal resolution. Before filing any claim against Palmos Labs, you agree to first contact us at privacy@palmoslabs.com and attempt in good faith to resolve the dispute informally for at least sixty (60) days.

Binding arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Services that is not resolved informally will be resolved by binding individual arbitration administered by JAMS in accordance with its Streamlined Arbitration Rules, except as modified here. The arbitration will be conducted in the English language and seated in San Francisco, California, or another location mutually agreed by the parties (telephonic or video hearings are permitted). The arbitrator’s award will be final and binding and may be entered as a judgment in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this section.

Class-action and jury-trial waiver. You and Palmos Labs each waive the right to a trial by jury and the right to participate in a class action, class arbitration, or representative action. The arbitrator may not consolidate more than one person’s claims and may not preside over any form of representative or class proceeding.

30-day opt-out. You may opt out of this arbitration agreement by sending written notice to privacy@palmoslabs.com within thirty (30) days of first accepting these Terms. Your notice must include your name, the email address associated with your Account, and a clear statement that you wish to opt out of arbitration. Opting out does not affect any other part of these Terms.

Exceptions. Either party may bring an individual action in small-claims court for disputes within that court’s jurisdiction, and either party may seek injunctive or other equitable relief in court to protect intellectual property rights or to address unauthorized access to the Services.

16. Governing Law and Venue

These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws rules, and by applicable U.S. federal law. Subject to Section 15, any action not subject to arbitration will be brought exclusively in the state or federal courts located in San Francisco County, California, and you consent to the personal jurisdiction of those courts.

17. Changes to the Services or These Terms

We may modify, suspend, or discontinue all or part of the Services at any time, with or without notice. We may also update these Terms from time to time. When we make material changes, we will revise the "Last Updated" date above and provide additional notice — for example, by email or in-app notification — at least thirty (30) days before the changes take effect. Your continued use of the Services after the effective date constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Services.

18. Notices

We may send notices to you by email to the address associated with your Account, by in-app notification, or by posting in the Services. You may send notices to us by email to privacy@palmoslabs.com or by mail to Palmos Labs, Attn: Legal, 19 Cumberland Street #3, San Francisco, CA 94110. Notices are deemed received on the day delivered (for email and in-app notices) or on the third business day after mailing (for postal mail).

19. Miscellaneous

• Entire agreement. These Terms, together with the Privacy Policy and the consents and authorizations referenced in Section 3, constitute the entire agreement between you and Palmos Labs regarding the Services and supersede any prior agreements.
• Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be replaced with an enforceable provision that most closely reflects the parties’ intent.
• No waiver. Our failure to enforce any right or provision of these Terms is not a waiver of that right or provision.
• Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, financing, reorganization, or sale of all or part of our assets, subject to the protections in the Privacy Policy.
• Relationship of the parties. Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship between you and Palmos Labs.
• Force majeure. Palmos Labs is not liable for any delay or failure to perform caused by events beyond our reasonable control, including natural disasters, pandemics, labor disputes, governmental actions, internet or utility outages, or third-party platform failures.
• Export and sanctions compliance. You represent that you are not located in, and are not a national or resident of, any country subject to U.S. embargo, and that you are not on any U.S. government list of restricted persons.

20. Contact Us

If you have questions or concerns about these Terms, please contact us:

Palmos Labs — Legal and Privacy Office

Email: privacy@palmoslabs.com

Mail: Palmos Labs, Attn: Legal, 19 Cumberland Street #3, San Francisco, CA 94110