Terms of Service

Effective Date: April 6, 2026

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. By creating an account, downloading the application, or otherwise accessing or using the Resilio Health application or any related services (collectively, the “Service”), you agree to be bound by these Terms of Service (“Terms”). If you do not agree to these Terms, do not use the Service.

1. Definitions

As used in these Terms, the following capitalized terms have the following meanings:

  • “Company,” “we,” “us,” or “our” refers to Resilio Health LLC, a Delaware limited liability company.
  • “Service” refers to the Resilio Health mobile application, website, and all related features, content, and services.
  • “User,” “you,” or “your” refers to any individual who accesses or uses the Service.
  • “Content” refers to all text, data, software, images, routines, exercises, and other materials available through the Service.
  • “User Data” refers to any data you provide to or that is generated through your use of the Service, including but not limited to check-in responses, body region selections, exercise history, debrief responses, and chat messages.
  • “AI Coach” refers to the artificial intelligence-powered coaching feature within the Service that provides personalized strength and stability routine recommendations. The AI Coach is powered by Anthropic’s Claude large language model. When you interact with the AI Coach, you are interacting with an artificial intelligence system, not a human being.
  • “Consumer Health Data Privacy Policy” refers to the separate policy governing our collection and processing of consumer health data, available at https://resiliohealth.com/health-data-privacy.
  • “Third-Party Services” refers to services, platforms, or applications provided by third parties that are integrated with or accessed through the Service, including Apple App Store, Google Play Store, Stripe, and RevenueCat.

2. General Wellness Disclaimer and Safety

2.1 Not a Medical Device

THE SERVICE IS A GENERAL WELLNESS APPLICATION. IT IS NOT A MEDICAL DEVICE, AND IT IS NOT INTENDED TO DIAGNOSE, TREAT, CURE, MITIGATE, OR PREVENT ANY DISEASE OR CONDITION. THE SERVICE IS NOT INTENDED TO SUBSTITUTE FOR ANY FDA-AUTHORIZED MEDICAL DEVICE.

The Service provides general wellness guidance in the form of AI-generated strength and stability routines designed to support physical resilience in endurance athletes. The Service is designed to fall within the scope of the United States Food and Drug Administration’s (“FDA”) general wellness policy. This is a description of the Company’s product positioning and design intent; it does not represent an FDA determination, endorsement, or clearance. The Service is intended to promote general physical fitness and support healthy exercise habits. The Service does not measure, estimate, or report physiological values for medical purposes.

The AI Coach is not a licensed physical therapist, physician, or healthcare provider. The routines, exercises, and guidance provided through the Service are informational in nature and are not a substitute for professional medical advice, diagnosis, or treatment. AI-generated recommendations are general wellness information only and should not replace consultation with a qualified healthcare professional.

2.2 Not an Emergency Service

THE SERVICE IS NOT AN EMERGENCY SERVICE AND IS NOT MONITORED IN REAL TIME BY MEDICAL PROFESSIONALS OR EMERGENCY RESPONDERS.

While the Service may surface safety recommendations (such as advising you to stop an exercise or consult a healthcare provider), these recommendations are generated algorithmically and should not be relied upon as a substitute for your own judgment or professional medical evaluation. If you believe you are experiencing a medical emergency, call 911 (or your local emergency number) immediately. Do not rely on the Service in any emergency situation.

2.3 No Professional Relationship

Your use of the Service does not create a professional relationship of any kind between you and the Company, including but not limited to a healthcare provider-patient relationship, a physical therapist-patient relationship, a personal trainer-client relationship, or any other fiduciary or professional relationship. The Company does not hold itself out as a healthcare provider, licensed fitness professional, or medical practice. The AI Coach is a software feature, not a person, and does not exercise independent professional judgment on your behalf.

2.4 Consult Your Healthcare Provider

You should consult a qualified healthcare professional before beginning any exercise program, particularly if you have a pre-existing medical condition, injury, or disability. If you experience sharp pain, chest pain, dizziness, difficulty breathing, head or neck trauma, loss of sensation, or any other symptoms suggesting a medical emergency during the use of the Service, stop immediately and seek emergency medical attention.

3. Eligibility

You must be at least eighteen (18) years of age to use the Service. By using the Service, you represent and warrant that you are at least eighteen (18) years old and have the legal capacity to enter into these Terms. If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms. The Service is not directed to children under thirteen (13) years of age. We do not knowingly collect personal information from children under 13. If we learn that we have collected personal information from a child under 13, we will take steps to delete such information promptly.

4. Account Registration

To access certain features of the Service, you must create an account. When creating an account, you agree to:

  • Provide accurate, current, and complete information during the registration process;
  • Maintain the security and confidentiality of your login credentials;
  • Promptly update your account information if it changes; and
  • Accept responsibility for all activities that occur under your account.

You may not transfer or share your account credentials with any third party. We reserve the right to suspend or terminate your account if we reasonably believe that your account has been compromised or is being used in violation of these Terms.

5. Acceptable Use

You agree to use the Service only for its intended purpose as a personal general wellness tool. You shall not:

  • Use the Service for any unlawful purpose or in violation of any applicable law or regulation;
  • Attempt to reverse-engineer, decompile, disassemble, or otherwise derive the source code of the Service;
  • Interfere with or disrupt the integrity or performance of the Service or its underlying infrastructure;
  • Use the Service to develop a competing product or service;
  • Use automated systems, scripts, or bots to access or interact with the Service;
  • Circumvent any access controls, usage limits, or security measures implemented by the Service;
  • Submit any content that is unlawful, harmful, threatening, abusive, defamatory, or otherwise objectionable through the AI Coach or any other feature of the Service;
  • Share, resell, sublicense, or redistribute your access to the Service; or
  • Use the AI Coach for purposes outside the scope of general wellness strength and stability guidance, including but not limited to seeking medical diagnoses, recommendations for managing specific diseases or conditions, or clinical advice.

6. AI-Generated Content

IMPORTANT: When you interact with the AI Coach, you are interacting with an artificial intelligence system powered by Anthropic’s Claude large language model — not a human being. The AI Coach does not prompt, guide, or direct any clinical action or medical management.

The Service uses artificial intelligence to generate personalized exercise routines and coaching responses. You acknowledge and agree that:

  • AI-generated content is produced algorithmically and may contain errors, inaccuracies, or recommendations that are not appropriate for your specific circumstances;
  • The AI Coach operates within a constrained exercise library that has been reviewed for general safety, but no exercise is universally safe for all individuals;
  • You are solely responsible for determining whether any exercise or routine is appropriate for you, considering your current physical condition, medical history, and any advice from your healthcare providers;
  • We do not guarantee any specific health outcomes or performance improvements from use of the Service;
  • The AI Coach cannot physically observe your form, technique, or movement quality — incorrect form during any exercise may increase the risk of injury; and
  • The AI Coach’s responses are not a substitute for the judgment of a licensed healthcare professional.

Your User Data is transmitted to Anthropic, PBC solely for real-time routine generation and coaching responses. Anthropic is contractually prohibited from using your data to train, fine-tune, or improve its AI models. Anthropic retains API inputs and outputs for a maximum of thirty (30) days for safety and abuse monitoring purposes, after which they are automatically deleted. AI-generated content may occasionally be inconsistent, incomplete, or based on incorrect interpretation of your inputs. You should exercise independent judgment regarding all recommendations.

7. Subscriptions and Payment

7.1 Subscription Plans

The Service is offered on a subscription basis. Subscription plans, pricing, and features are described on our website and within the application. We reserve the right to modify subscription pricing at any time; provided, however, that any price changes will not affect your current billing cycle and we will provide at least thirty (30) days’ advance notice of price increases.

7.2 Billing and Auto-Renewal

YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF EACH BILLING PERIOD (MONTHLY OR ANNUAL, AS APPLICABLE) UNLESS YOU CANCEL BEFORE THE RENEWAL DATE.

You authorize us (or our payment processor) to charge the applicable subscription fee to your designated payment method on a recurring basis. You will receive a reminder of the upcoming renewal and applicable charges at least fifteen (15) days and no more than forty-five (45) days before each renewal date.

7.3 Free Trials

If we offer a free trial, you will be notified of the trial duration and the subscription price that will apply upon conversion before the trial begins. Unless you cancel before the free trial ends, your trial will automatically convert to a paid subscription and you will be charged the applicable subscription fee. You may cancel during the free trial at no charge.

7.4 Payment Processing

Payments are processed through third-party payment processors, which may include Apple (via In-App Purchase), Google (via Google Play Billing), Stripe, and RevenueCat. Your use of these payment services is subject to their respective terms and conditions. We do not store your full credit card or payment account information on our servers.

7.5 Cancellation

You may cancel your subscription at any time. Cancellation is available through the same method you used to subscribe:

  • If you subscribed through the Apple App Store: Open Settings > [Your Name] > Subscriptions > Resilio Health > Cancel Subscription.
  • If you subscribed through the Google Play Store: Open Google Play > Profile Icon > Payments & Subscriptions > Subscriptions > Resilio Health > Cancel.
  • If you subscribed through our website: Open the Resilio Health app or website > Settings > Subscription > Cancel, or contact us at support@resiliohealth.com.

Upon cancellation:

  • Your subscription will remain active until the end of the current billing period;
  • You will not be charged for any subsequent billing period; and
  • After the billing period ends, your account will transition to a read-only state, allowing you to view your historical data but not generate new routines.

7.6 Refunds

Except as required by applicable law:

  • Direct subscriptions (web): All subscription fees are non-refundable. If you believe you have been charged in error, please contact us at support@resiliohealth.com within thirty (30) days of the charge.
  • Apple App Store subscriptions: Refund requests for subscriptions purchased through Apple must be submitted directly to Apple in accordance with Apple’s refund policies. We do not have the ability to process refunds for Apple purchases.
  • Google Play Store subscriptions: Refund requests for subscriptions purchased through Google Play must be submitted directly to Google in accordance with Google’s refund policies. We do not have the ability to process refunds for Google Play purchases.

7.7 Grace Period

If a payment fails, we will provide a grace period of seven (7) days during which you may update your payment information. During the grace period, you will retain full access to the Service. If payment is not resolved within the grace period, your account will transition to read-only status.

8. Intellectual Property

8.1 Company Intellectual Property

The Service, including all content, features, functionality, software, text, images, trademarks, logos, and the underlying technology (including the exercise library, AI prompts, and design system), is owned by the Company or its licensors and is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your personal, non-commercial use. This license does not include the right to:

  • Reproduce, distribute, or create derivative works based on the Service or its content;
  • Use any data mining, scraping, or similar data-gathering methods on the Service; or
  • Use the exercise descriptions, form cues, or instructional content outside the Service.

8.2 User Data License

You retain ownership of your User Data. By using the Service, you grant us a limited, non-exclusive, worldwide, royalty-free license to host, store, reproduce, modify (for formatting and display purposes), and process your User Data solely for the purpose of providing, maintaining, and improving the Service, including transmitting your User Data to our AI provider for routine generation. AI-generated exercise routines and coaching responses are provided as informational content for your personal use.

8.3 Feedback

If you provide us with suggestions, feature requests, bug reports, or other feedback regarding the Service (“Feedback”), you grant us an irrevocable, non-exclusive, perpetual, royalty-free, worldwide license to use, reproduce, modify, create derivative works from, distribute, and otherwise exploit such Feedback for any purpose without compensation or attribution to you. You acknowledge that we are not obligated to implement any Feedback.

9. User Data and Privacy

Your privacy is important to us. Our collection, use, and disclosure of your personal information is governed by our Privacy Policy, available at https://resiliohealth.com/privacy, and, with respect to consumer health data, our Consumer Health Data Privacy Policy, available at https://resiliohealth.com/health-data-privacy. By using the Service, you acknowledge that you have read and understood both policies. Your consent to the collection and processing of consumer health data is obtained separately and is not conditioned upon your acceptance of these Terms.

10. Third-Party Services

The Service integrates with or relies upon Third-Party Services, including Apple App Store, Google Play Store, Apple Health (HealthKit), Strava, Stripe, RevenueCat, Anthropic (AI processing), Expo (push notifications), and Supabase (cloud infrastructure). Your use of any Third-Party Service is subject to that third party’s own terms of service and privacy policy. We are not responsible for the practices, content, or availability of any Third-Party Service.

10.1 Apple and Google Platform Terms

You acknowledge and agree that:

  • These Terms constitute an agreement between you and Resilio Health LLC only, and not with Apple Inc. or Google LLC. Resilio Health LLC, not Apple or Google, is solely responsible for the Service and its content;
  • Apple, Google, and their respective subsidiaries are third-party beneficiaries of these Terms as they relate to your use of the Service on their respective platforms, and that upon your acceptance of these Terms, Apple or Google (as applicable) will have the right to enforce these Terms against you as a third-party beneficiary thereof;
  • Apple and Google have no obligation whatsoever to furnish any maintenance or support services with respect to the Service;
  • In the event of any failure of the Service to conform to any applicable warranty, you may notify Apple or Google (as applicable), and Apple’s or Google’s sole obligation (if any) is limited to a refund of the purchase price of the application, in accordance with their respective policies. To the maximum extent permitted by applicable law, Apple and Google will have no other warranty obligation whatsoever with respect to the Service;
  • Resilio Health LLC, not Apple or Google, is responsible for addressing any claims you or any third party may have relating to the Service or your possession and use of the Service, including but not limited to: (a) product liability claims; (b) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection, privacy, or similar legislation;
  • In the event of any third-party claim that the Service or your possession and use of the Service infringes that third party’s intellectual property rights, Resilio Health LLC, not Apple or Google, will be solely responsible for the investigation, defense, settlement, and discharge of any such claim; and
  • You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.

10.2 HealthKit Data Restrictions

We do not use HealthKit data for advertising, marketing, or data mining purposes. We do not sell HealthKit data to data brokers or any third parties. We do not store HealthKit data in iCloud. HealthKit data is used solely for the purpose of personalizing your exercise routines within the Service.

11. Disclaimer of Warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT THAT ANY EXERCISE OR ROUTINE PROVIDED THROUGH THE SERVICE IS SAFE, APPROPRIATE, OR EFFECTIVE FOR ANY PARTICULAR INDIVIDUAL. WE MAKE NO REPRESENTATIONS REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY AI-GENERATED CONTENT.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES. IN SUCH JURISDICTIONS, THE FOREGOING EXCLUSIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. NOTHING IN THESE TERMS SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, BODILY INJURY, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH:

  • YOUR USE OF OR INABILITY TO USE THE SERVICE;
  • ANY EXERCISE, ROUTINE, OR GUIDANCE PROVIDED THROUGH THE SERVICE;
  • ANY INJURY, ILLNESS, OR PHYSICAL HARM SUSTAINED DURING OR AFTER USE OF THE SERVICE;
  • UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR USER DATA; OR
  • ANY OTHER MATTER RELATING TO THE SERVICE.

IN NO EVENT SHALL OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE EXCEED THE GREATER OF (A) THE AMOUNTS YOU HAVE PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00).

NOTWITHSTANDING THE FOREGOING, NOTHING IN THESE TERMS SHALL LIMIT THE COMPANY’S LIABILITY FOR: (I) DEATH OR PERSONAL INJURY CAUSED BY ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (II) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (III) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IN SUCH JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY.

13. Acknowledgment and Assumption of Risk

PLEASE READ THIS SECTION CAREFULLY. IT DESCRIBES RISKS ASSOCIATED WITH USING THE SERVICE AND AFFECTS YOUR LEGAL RIGHTS.

13.1 Inherent Risks of Physical Exercise

You understand and acknowledge that physical exercise, including but not limited to strength training, stability exercises, isometric holds, eccentric loading, balance training, plyometric movements, and exercises performed with or without equipment (resistance bands, dumbbells, or bodyweight), involves inherent risks that cannot be fully eliminated regardless of the care taken to avoid them. These risks include but are not limited to:

  • Muscle strains, sprains, tears, or pulls;
  • Tendon or ligament injury, including partial or complete rupture;
  • Joint injury, inflammation, or aggravation of pre-existing joint conditions;
  • Bone fracture or stress fracture;
  • Back injury, including disc herniation or aggravation of spinal conditions;
  • Cardiovascular events, including but not limited to abnormal heart rhythm, heart attack, or stroke;
  • Dizziness, fainting, or loss of consciousness;
  • Aggravation or worsening of any pre-existing medical condition, injury, or disability;
  • Soreness, fatigue, or overtraining; and
  • In rare cases, permanent disability or death.

13.2 AI-Specific Risks

You further understand and acknowledge the following risks specific to AI-generated exercise programming:

  • The AI Coach generates routines based on the limited information you provide through check-ins and body map selections. It does not have access to your full medical history, imaging results, lab work, or any information you do not voluntarily disclose;
  • The AI Coach cannot physically observe your form, technique, range of motion, or compensatory movement patterns. Incorrect form during any exercise may increase the risk of injury;
  • The AI Coach cannot account for all individual health conditions, medications, or acute changes in your physical state;
  • The AI Coach’s exercise selections are constrained to a pre-reviewed library, but no exercise is universally safe for all individuals. An exercise that is generally appropriate may be contraindicated for your specific anatomy, medical history, or current condition;
  • The AI Coach’s progression system adjusts difficulty based on your self-reported debrief responses. If you inaccurately report your experience, the system may recommend exercises that are too difficult or intense for your current capacity;
  • Recommendations are only as accurate as the data you provide — the AI Coach relies entirely on your self-reported information;
  • The Service is not a substitute for professional medical or fitness guidance from a qualified healthcare provider or certified fitness professional; and
  • Software errors, unexpected AI outputs, or system malfunctions may result in inappropriate exercise recommendations despite the safety constraints built into the system.

13.3 Medical Clearance Representation

BY USING THE SERVICE, YOU REPRESENT AND WARRANT THAT:

  • You have consulted with a qualified healthcare provider regarding your fitness to engage in physical exercise, or you have made a voluntary and informed decision not to do so;
  • You are not aware of any medical condition, injury, or disability that would make physical exercise dangerous for you, or if you are aware of such a condition, you have obtained clearance from a qualified healthcare provider to participate in exercise activities of the type provided through the Service;
  • You will immediately stop any exercise that causes sharp pain, chest pain, dizziness, difficulty breathing, numbness, or any other symptom that may indicate a medical emergency, and will seek appropriate medical attention;
  • You will accurately and honestly report your physical status through the Service’s check-in and debrief features, understanding that the AI Coach relies on your self-reported information to generate appropriate routines; and
  • You will stop exercising and consult a healthcare provider if any exercise causes unexpected, sharp, or worsening pain or discomfort.

13.4 Voluntary Assumption of Risk

WITH FULL KNOWLEDGE AND UNDERSTANDING OF THE INHERENT RISKS DESCRIBED ABOVE, YOU VOLUNTARILY ASSUME ALL RISKS ASSOCIATED WITH YOUR USE OF THE SERVICE AND THE PERFORMANCE OF ANY EXERCISES OR ROUTINES SUGGESTED BY THE SERVICE, WHETHER OR NOT CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OR OTHER FAULT OF THE COMPANY.

13.5 Release and Waiver of Claims

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY RELEASE, WAIVE, DISCHARGE, AND COVENANT NOT TO SUE the Company, its officers, directors, members, employees, agents, licensors, AI providers, and their respective successors and assigns (collectively, the “Released Parties”) from and against any and all claims, demands, actions, causes of action, suits, damages, losses, or liabilities of any kind, whether known or unknown, arising out of or in connection with your use of the Service or the performance of any exercises or routines suggested by the Service, including but not limited to claims arising from:

  • Personal injury, bodily harm, illness, or death;
  • Aggravation of a pre-existing condition or injury;
  • The AI Coach’s exercise recommendations, safety assessments, or progression decisions;
  • The negligence (but not the gross negligence, willful misconduct, or intentional torts) of any Released Party; and
  • Any defect in or malfunction of the Service’s software or AI systems.

IMPORTANT: Some jurisdictions, including Virginia, do not permit pre-injury waivers of liability for future negligence. In jurisdictions where this release and waiver is unenforceable, this Section 13 shall be construed solely as an acknowledgment and voluntary assumption of the risks described herein, which may serve as evidence of your informed consent to participate in physical exercise activities with knowledge of the associated risks. The unenforceability of any portion of this Section 13 shall not affect the enforceability of the remaining portions.

13.6 California Civil Code Section 1542 Waiver

If you are a California resident, you expressly waive and relinquish all rights and benefits under California Civil Code Section 1542, which provides:

“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

You understand that this release applies to all claims described above, including those you do not currently know about or anticipate. You hereby expressly waive and relinquish all rights and benefits under Section 1542 and any similar law of any other jurisdiction.

13.7 Scope and Severability

This acknowledgment, assumption of risk, release, and waiver is intended to be as broad and inclusive as permitted by applicable law. If any portion of this Section 13 is held to be invalid or unenforceable, the remaining portions shall continue in full force and effect. Nothing in this section is intended to release claims arising from the Company’s gross negligence, willful misconduct, fraud, or intentional torts, or any liability that cannot be released under applicable law.

14. Indemnification

To the maximum extent permitted by applicable law, you agree to indemnify, defend, and hold harmless the Company and its officers, directors, members, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with: (a) your violation of these Terms; (b) your violation of any rights of a third party; (c) any third-party claim arising from your use of the Service; or (d) any misrepresentation you make regarding your medical fitness or physical condition.

15. Dispute Resolution

15.1 Informal Resolution

Before initiating any formal dispute resolution proceedings, you agree to first contact us at legal@resiliohealth.com and attempt to resolve the dispute informally for a period of at least sixty (60) days.

15.2 Binding Arbitration

If we are unable to resolve a dispute informally, any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Consumer Arbitration Rules. The arbitration shall be conducted in Santa Clara County, California, or by video conference, unless you and the Company mutually agree to a different location. The default format for arbitration proceedings shall be virtual (video or telephone), unless either party requests in-person proceedings and the arbitrator determines that in-person proceedings are necessary. The Company will pay all filing fees and arbitrator compensation to the extent required by the AAA Consumer Arbitration Rules. Either party may bring claims in small claims court if the claims fall within the court’s jurisdictional limits.

15.3 Arbitration Opt-Out

YOU HAVE THE RIGHT TO OPT OUT OF BINDING ARBITRATION.

To opt out, you must send written notice to legal@resiliohealth.com within thirty (30) days of first creating your account. Your notice must clearly state your full name, the email address associated with your account, and your intention to opt out of arbitration. If you opt out, you and the Company agree to submit to the exclusive personal jurisdiction of the state and federal courts located in Santa Clara County, California for the resolution of disputes. Opting out of arbitration will not affect any other provision of these Terms, will not result in any penalty, and will not affect your ability to use the Service.

15.4 Class Action Waiver

YOU AND THE COMPANY AGREE THAT EACH PARTY 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, CONSOLIDATED, OR REPRESENTATIVE ACTION.

The arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of class or representative proceeding. If the agreement to arbitrate in Section 15.2 is found unenforceable for any reason, this class action waiver shall remain in full force and effect to the maximum extent permitted by applicable law. This class action waiver does not apply to the extent prohibited by applicable law, including non-waivable statutory rights under the California Consumer Privacy Act or similar state privacy statutes.

15.5 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights.

16. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. To the extent that any lawsuit or court proceeding is permitted hereunder, you and the Company agree to submit to the exclusive personal jurisdiction of the state and federal courts located in Santa Clara County, California.

17. Modifications to the Terms

We reserve the right to modify these Terms at any time. If we make material changes, we will provide notice through the Service or by other means at least thirty (30) days before the changes take effect. Your continued use of the Service after the effective date of any modifications constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Service and cancel your subscription.

18. Termination

We may suspend or terminate your access to the Service for violation of these Terms. For non-egregious violations, we will provide written notice and a fifteen (15) day cure period before termination takes effect. We may suspend access immediately without a cure period for violations that pose a safety risk, involve fraud, or constitute illegal activity. We may also discontinue the Service entirely with at least thirty (30) days’ advance notice. Upon termination:

  • Your license to use the Service will immediately cease;
  • You may request deletion of your User Data in accordance with our Privacy Policy and Consumer Health Data Privacy Policy; and
  • Sections 2, 6, 8, 10, 11, 12, 13, 14, 15, 16, and 19 of these Terms shall survive termination.

19. General Provisions

19.1 Entire Agreement

These Terms, together with the Privacy Policy and Consumer Health Data Privacy Policy, constitute the entire agreement between you and the Company regarding the Service and supersede all prior agreements and understandings.

19.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. Any unenforceable provision shall be modified to the minimum extent necessary to make it enforceable while preserving the parties’ original intent.

19.3 Waiver

The failure of the Company to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

19.4 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction, including in connection with a merger, acquisition, or sale of assets. We will notify you of any assignment in connection with a merger, acquisition, or sale of substantially all assets at least thirty (30) days before or promptly after such assignment takes effect.

19.5 Force Majeure

The Company shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, pandemics, labor disputes, governmental actions, disruptions to internet or cloud services, or failures of third-party AI providers. The Service should not be relied upon in emergency medical situations regardless of service availability.

19.6 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 may provide notices to us by emailing legal@resiliohealth.com.

19.7 Consumer Rights

Nothing in these Terms is intended to exclude or limit any non-waivable consumer protection rights that apply to you under the laws of your jurisdiction.

20. Contact Information

If you have any questions about these Terms, please contact us at:

Resilio Health LLC
Email: legal@resiliohealth.com
Privacy inquiries: privacy@resiliohealth.com
Support: support@resiliohealth.com
Website: https://resiliohealth.com