Terms of Service

1. Acceptance of these Terms

These Terms of Service (the "Terms") form a binding legal agreement between you ("you" or "User") and Vitaeon Health Inc., a Delaware corporation ("Vitaeon," "we," "us," or "our"). They govern your access to and use of our website at vitaeon.health, our mobile and web applications, the Aeon AI coaching features, our APIs, and any related products, content, or services we make available (collectively, the "Service").

By creating an account, joining a waitlist, downloading the application, or otherwise accessing the Service, you confirm that you have read, understood, and agreed to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you do not agree, do not access or use the Service.

If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization to these Terms, in which case "you" refers to that organization.

2. About Vitaeon and the Service

Vitaeon offers a personal health-intelligence platform that aggregates information you choose to share — including data from wearables, continuous glucose monitors, lab results, and other connected sources — and uses it to surface insights and coaching prompts about four pillars of healthspan: metabolic and vitality, restorative sleep, physical performance, and cognitive and emotional wellbeing.

The Service is intended to support general wellness, fitness, education, and self-knowledge. It is not designed, intended, or authorized to diagnose, cure, treat, mitigate, or prevent any disease or medical condition.

3. Eligibility and accounts

You must be at least 18 years old and capable of forming a binding contract to use the Service. The Service is not directed to children under 13, and we do not knowingly collect personal information from children under 13. If we learn that we have collected such information, we will delete it.

To access most features, you must register an account. You agree to:

• Provide accurate, current, and complete information during registration and keep it up to date;
• Maintain the confidentiality of your credentials and any device tokens used to access the Service;
• Be responsible for all activity that occurs under your account; and
• Notify us promptly at security@vitaeon.health if you suspect unauthorized use of your account.

We may refuse, suspend, or terminate accounts at our discretion, including where required by law or where account activity poses a risk to other users or to the Service.

4. Medical disclaimer

The Service does not provide medical advice. All content, scores, insights, recommendations, and coaching prompts produced or delivered by Vitaeon — including by Aeon — are provided for informational and educational purposes only and are not a substitute for professional medical advice, diagnosis, or treatment.

Always seek the advice of a qualified healthcare provider with any questions you may have regarding a medical condition, medication, supplement, exercise regimen, dietary change, or any other health-related decision. Never disregard professional medical advice or delay in seeking it because of something you have read, seen, or interpreted on the Service.

Reliance on any information provided by the Service is solely at your own risk. If you believe you may have a medical emergency, call your physician or emergency services immediately.

5. License and access

Subject to your compliance with these Terms, Vitaeon grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your personal, non-commercial use. This license is personal to you and may not be assigned.

All rights not expressly granted are reserved. You may not (and may not permit anyone else to):

• Copy, modify, or create derivative works of the Service or any portion of it;
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, except as expressly permitted by applicable law;
• Resell, sublicense, lease, time-share, or otherwise commercially exploit the Service;
• Use the Service to build a competitive product or to train any machine learning model;
• Remove, obscure, or alter any proprietary notices on the Service; or
• Use any robot, scraper, or automated means to access the Service except for publicly available content via documented APIs.

6. Your content and data inputs

The Service allows you to submit, upload, sync, or otherwise make available certain information, including health data, biometric measurements, lab results, journal entries, photographs, goals, preferences, and other content (collectively, "User Content"). You retain all rights you have in your User Content.

By making User Content available through the Service, you grant Vitaeon a worldwide, non-exclusive, royalty-free license to host, store, reproduce, process, transmit, display, and use that content solely to provide, secure, support, and improve the Service for you and to perform the activities described in our Privacy Policy. We do not sell your personal health information.

You are solely responsible for your User Content. You represent and warrant that you have all rights necessary to provide it to us and that doing so does not violate any law or any other person's rights. You should keep independent backups of any data you consider important.

7. Connected devices and third-party services

The Service is designed to connect with third-party devices, applications, and services such as wearables, continuous glucose monitors, smart scales, lab providers, and health platforms (each, a "Connected Service"). To enable these integrations, you may need to provide credentials or grant permissions through the relevant third party.

By connecting a Connected Service, you authorize Vitaeon to access, retrieve, and store data from that service on your behalf. You are responsible for understanding and complying with the terms of any Connected Service you use, and for the accuracy and completeness of data those services produce. Vitaeon is not responsible for the availability, content, or behavior of any Connected Service, or for changes those providers make.

8. Aeon AI features

Aeon is an artificial-intelligence coaching feature that surfaces insights and recommendations based on the data you share. Outputs from Aeon are generated by statistical and machine-learning models and may be incomplete, inaccurate, or outdated. They should not be relied upon as the sole basis for any health, lifestyle, or behavioral decision.

You are responsible for evaluating the appropriateness of any Aeon output for your circumstances. Aeon is not a clinician, therapist, or licensed health professional. Conversations with Aeon are not confidential medical communications and are not protected by the doctor-patient privilege.

9. Acceptable use

You agree not to use the Service to:

• Violate any law, regulation, or third-party right, including intellectual property and privacy rights;
• Submit false, misleading, or fraudulent information, including health data belonging to another person without their explicit consent;
• Upload or transmit malware, viruses, or other harmful code, or interfere with the integrity or performance of the Service;
• Attempt to gain unauthorized access to the Service, other users' accounts, or any networks or systems used by Vitaeon;
• Probe, scan, or test the vulnerability of the Service except under a written authorization from us;
• Harass, threaten, or harm any other person, including our staff;
• Impersonate any person or entity or misrepresent your affiliation;
• Use the Service to provide professional medical, mental-health, or wellness advice to third parties; or
• Circumvent any technical limitations of the Service, including rate limits, region restrictions, or paywalls.

10. Subscriptions, fees, and billing

Some features of the Service are or may become subject to fees, including subscription plans, one-time purchases, or hardware bundles. Fees, billing intervals, supported regions, and any taxes will be presented to you before you complete a purchase. By providing payment information, you authorize Vitaeon and our payment processors to charge the applicable amounts, including any auto-renewal charges, until you cancel.

Subscriptions renew automatically at the end of each billing period at the then-current rate unless you cancel before renewal. You may cancel at any time through your account settings or, where you purchased through an app store, through that app store. Cancellation takes effect at the end of the current billing period; you will retain access until then.

Except where required by applicable law, fees are non-refundable, partial periods are not prorated, and unused portions of a subscription are forfeited on cancellation. We may change pricing on a prospective basis with reasonable notice.

11. Free trials, beta, and waitlist access

We may offer free trials, founding-member assessments, beta access, or other limited-time offers. These offers may be subject to additional terms presented at the time of the offer and may be modified or withdrawn at any time. Beta features are provided "as is" and may be unstable; they may also be subject to additional confidentiality obligations.

12. Intellectual property

The Service, including all software, models, text, graphics, logos, audio, video, designs, and the "Vitaeon," "Aeon," and related marks, is owned by Vitaeon or its licensors and is protected by intellectual property laws. Nothing in these Terms transfers any ownership interest in the Service to you.

If you believe content on the Service infringes your copyright, please send a notice to legal@vitaeon.health with the information required by 17 U.S.C. § 512(c)(3). We will respond to valid notices in accordance with the Digital Millennium Copyright Act.

13. Feedback

If you submit ideas, suggestions, or feedback about the Service, you grant Vitaeon a perpetual, irrevocable, royalty-free, worldwide license to use, copy, modify, and incorporate that feedback for any purpose, without obligation or compensation to you. You waive any rights, including moral rights, that would prevent us from doing so to the extent permitted by law.

14. Third-party services and links

The Service may contain links to, or interoperate with, third-party websites, applications, content, or services that are not owned or controlled by Vitaeon. We do not endorse, monitor, or assume responsibility for any third-party content, products, or practices. Your use of any third party is subject to that third party's terms and policies, which you should review.

15. Disclaimers

The Service is provided on an "as is" and "as available" basis, with all faults and without warranty of any kind. To the maximum extent permitted by applicable law, Vitaeon and its affiliates, officers, employees, agents, partners, suppliers, and licensors disclaim all warranties, express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, and any warranties arising from course of dealing or usage of trade.

Without limiting the foregoing, Vitaeon does not warrant that the Service will be uninterrupted, secure, error-free, or available at any particular time or location; that defects will be corrected; that the Service is free of viruses or other harmful components; or that any data, scores, insights, predictions, or coaching outputs will be accurate, reliable, or suited for your individual circumstances.

Some jurisdictions do not allow the exclusion of certain warranties; in those jurisdictions, the foregoing exclusions apply only to the extent permitted by law.

16. Limitation of liability

To the maximum extent permitted by applicable law, in no event will Vitaeon, its affiliates, officers, employees, agents, partners, suppliers, or licensors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, use, goodwill, or other intangible losses, arising out of or relating to your access to or use of (or inability to access or use) the Service, whether based on warranty, contract, tort (including negligence), statute, or any other legal theory, and whether or not Vitaeon has been informed of the possibility of such damage.

To the maximum extent permitted by applicable law, the aggregate liability of Vitaeon and its affiliates for all claims relating to the Service will not exceed the greater of (a) the amounts you paid Vitaeon for the Service in the twelve (12) months immediately preceding the event giving rise to the claim, or (b) one hundred U.S. dollars (US$100).

These limitations form an essential basis of the bargain between you and Vitaeon and apply even if a limited remedy fails of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of certain damages; in those jurisdictions, our liability is limited to the smallest extent permitted by law.

17. Indemnification

You agree to defend, indemnify, and hold harmless Vitaeon and its affiliates, officers, employees, agents, partners, suppliers, and licensors from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with: (a) your access to or use of the Service; (b) your User Content; (c) your violation of these Terms; (d) your violation of any law or third-party right; or (e) any health, lifestyle, or behavioral decision you make in reliance on the Service.

18. Suspension and termination

You may stop using the Service and close your account at any time through your account settings or by emailing support@vitaeon.health. We may suspend or terminate your access to the Service at any time, with or without notice, including if we believe you have violated these Terms, if doing so is necessary to protect the Service or other users, or if continued provision becomes commercially impractical.

On termination, your license to use the Service ends, and we may delete your account and User Content in accordance with our Privacy Policy and applicable law. Sections that by their nature should survive termination — including ownership provisions, disclaimers, limitations of liability, indemnities, and dispute-resolution terms — will survive.

19. Changes to the Service or these Terms

We are continuously improving the Service and may add, modify, or discontinue features at any time without liability to you. We may also update these Terms from time to time. If we make material changes, we will provide notice through the Service or by email at least 14 days before the changes take effect, where reasonably feasible. Your continued use of the Service after the effective date constitutes your acceptance of the revised Terms.

20. Governing law and dispute resolution

These Terms and any dispute arising out of or related to them or the Service will be governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. Subject to the arbitration agreement below, you and Vitaeon agree to the exclusive jurisdiction and venue of the state and federal courts located in Wilmington, Delaware for any dispute not subject to arbitration.

21. Arbitration agreement and class waiver

Please read this Section carefully — it affects your legal rights, including the right to file a lawsuit in court and to participate in a class action.

You and Vitaeon agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service, including its existence, validity, interpretation, performance, or termination, will be resolved by binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules, except that either party may bring an individual action in small-claims court for disputes within its jurisdiction. The arbitration will take place in Wilmington, Delaware, or remotely if both parties agree, and the arbitrator's decision will be final and binding.

Class-action waiver. You and Vitaeon 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, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative proceeding.

30-day opt-out. You may opt out of this arbitration agreement and class-action waiver by sending written notice to legal@vitaeon.health within 30 days of first accepting these Terms, including your name, address, and a clear statement that you wish to opt out. Opting out will not affect any other provision of these Terms.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

22. General provisions

Entire agreement. These Terms, together with the Privacy Policy and any additional terms you accept for specific features, constitute the entire agreement between you and Vitaeon regarding the Service and supersede any prior agreements.

No waiver. Our failure to enforce any provision of these Terms is not a waiver of our right to do so later.

Severability. If any provision of these Terms is held to be invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.

Assignment. You may not assign or transfer these Terms or any rights under them without our prior written consent. We may assign these Terms without restriction, including in connection with a merger, acquisition, financing, or sale of assets.

Force majeure. Vitaeon will not be liable for any failure or delay in performance caused by events beyond our reasonable control, including natural disasters, pandemics, labor disputes, internet outages, government actions, and acts of war or terrorism.

Notices. We may provide notices to you through the Service, by email to the address associated with your account, or by other reasonable means. You must send notices to us at the address in Section 23.

Export and sanctions. You represent that you are not located in, and will not access the Service from, a country subject to U.S. government embargo, and that you are not on any U.S. government list of restricted parties.

U.S. government users. The Service is "commercial computer software" as defined in 48 C.F.R. § 12.212. Use by U.S. government end users is subject only to the rights granted in these Terms.

23. How to contact us

Vitaeon Health Inc.
Legal notices: legal@vitaeon.health
Privacy requests: privacy@vitaeon.health
Security incidents: security@vitaeon.health
General support: support@vitaeon.health