AriasHealth.ai, Inc. 

Terms of Service

Last updated: August 23, 2025

These Terms of Service (this “Agreement”) set out the terms on which AriasHealth.ai, Inc. (“AriasHealth,” “we,” or “us”) provides access to and use of our websites, mobile applications, and related digital services (collectively, the “Services”) to you, the user of the Services (“you” or “User”). By accessing, browsing, or otherwise using the Services, you are entering into a binding legal agreement with us. If you do not agree to these Terms, you are not authorized to use the Services.

This Agreement applies only to your use of AriasHealth.ai, Inc.’s websites and Services. Any separate pilot, subscription, or research agreements you may enter into with AriasHealth.ai or third parties are governed by their own terms and are not affected by this Agreement.

This Agreement is legally binding between you and AriasHealth.ai, Inc. It also includes a binding arbitration clause and a class action waiver, which affect your legal rights in the event of a dispute. Please review these Terms carefully.

1. Acceptance of Terms

1.1 Eligibility. By using the Services, you represent and warrant that you are at least 18 years of age and have the legal capacity to enter into a binding contract. If you do not meet these requirements, you must not access or use the Services.

1.2 Agreement to Be Bound. By accessing, browsing, or otherwise using the Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement and our Privacy Policy, which is incorporated by reference.

1.3 Updates to Terms. We may revise and update these Terms of Service from time to time in our sole discretion. All changes are effective immediately when posted, and apply to all use of the Services thereafter. Your continued use of the Services constitutes acceptance of the revised Terms.

2. Eligibility and Scope of Services

2.1 Eligibility
The Services are intended solely for individuals who are at least eighteen (18) years of age. By using the Services, you represent and warrant that you are of legal age to form a binding contract and meet all eligibility requirements under these Terms. The Services are not directed to children under 18, and we do not knowingly collect personal information from anyone under 18. If we discover such use, we may terminate the account and delete any related information.

2.2 Nature of the Services
AriasHealth.ai provides digital tools, peer-support communities, and AI-enabled engagement features designed to reduce loneliness, support recovery, and promote wellbeing. In some instances, AriasHealth.ai may also conduct Institutional Review Board (“IRB”) - approved research studies in collaboration with third-party institutions.

2.3 No Medical Advice
The Services are not medical devices, nor are they designed to provide a clinical diagnosis, treatment, or medical advice. You should not rely on the Services as a substitute for professional medical judgment. Always seek the advice of your physician or another qualified health provider with any questions you may have about a medical condition. If you are experiencing a medical emergency, dial 911 immediately.

2.4 No Provider - Patient Relationship
Your use of the Services does not create a physician-patient or other healthcare-provider relationship between you and AriasHealth.ai. If you participate in any research study, clinical oversight will be provided by the independent institution (e.g., Massachusetts General Hospital) and governed by its own privacy and compliance policies.

2.5 Community Moderators
From time to time, certain users may serve as peer moderators or facilitators (“Community Moderators”) within the Services. Community Moderators are volunteers, not employees, contractors, or licensed healthcare providers. They are not authorized to provide medical advice or professional counseling. You agree not to share sensitive personal information with Community Moderators. AriasHealth.ai may suspend or revoke a user’s status as a Community Moderator at any time and for any reason, including violations of these Terms or any community guidelines.

2.6 Registration and Account Security
To access certain features, you may be required to create an account by providing accurate and current information, including a valid email address and a password. You are responsible for maintaining the confidentiality of your login credentials and for all activity occurring under your account. You agree to notify AriasHealth.ai immediately of any unauthorized access or use of your account. AriasHealth.ai reserves the right to suspend or terminate your account if we believe you have provided false information, violated these Terms, or otherwise misused the Services.

2.7 Waitlist Sign-Ups
AriasHealth.ai may from time to time offer a waitlist sign-up for individuals or organizations interested in future use of the Services. Joining the waitlist requires providing limited information (such as name and email address) and does not create an account, guarantee access to the Services, or establish any provider–patient or contractual relationship. AriasHealth.ai reserves the right to accept or deny access to the Services at its sole discretion, regardless of waitlist participation.

3. User Content and Responsibilities

3.1 User Content
You retain ownership of all content, information, text, images, audio, video, data, or other materials that you upload, transmit, or otherwise make available through the Services (“Your Content”). You are solely responsible for Your Content and for ensuring that it complies with these Terms and all applicable laws.

3.2 License Grant
By submitting, posting, or otherwise making available Your Content through the Services, you grant AriasHealth.ai a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, transferable, and sublicensable license to host, use, reproduce, modify, adapt, publish, translate, distribute, create derivative works from, publicly display, and otherwise exploit Your Content in connection with operating, promoting, and improving the Services and our business.

3.3 Waiver of Certain Rights
To the fullest extent permitted by law, you waive (and agree not to assert) any moral rights, rights of publicity, or similar rights that could limit our ability to use Your Content as permitted under these Terms.

3.4 User Warranties
You represent and warrant that: (a) you own or control all rights in and to Your Content; (b) you have the authority to grant the license described above; and (c) our use of Your Content in accordance with these Terms will not infringe, misappropriate, or violate the intellectual property, privacy, publicity, or other rights of any third party.

3.5 Monitoring and Removal
We do not endorse or control User Content and are not responsible for its accuracy, completeness, or reliability. However, we reserve the right, at our sole discretion, to review, monitor, remove, edit, or restrict access to any User Content that we determine may violate these Terms, our Privacy Policy, or applicable law, or that we otherwise consider inappropriate.

3.6 Retention of Content
Upon termination of your account or this Agreement, AriasHealth.ai has no obligation to return any of Your Content. You are responsible for maintaining backup copies of Your Content.

3.7 De-Identified Data
We may de-identify Your Content by removing personal identifiers in accordance with applicable laws and regulations. De-identified data is no longer considered Your Content and may be used by AriasHealth.ai for any lawful purpose, including research, product development, analytics, and sharing with third parties.

3.8 No Medical Reliance
Content and resources provided through the Services, whether created by AriasHealth.ai or shared by Users, are intended for educational and supportive purposes only. While AriasHealth.ai strives to provide information consistent with clinical standards of care in areas such as sleep, brain health, and cardiovascular wellness, the Services are not a substitute for personalized medical advice, diagnosis, or treatment. You should always seek the guidance of a qualified healthcare professional with any questions about your health or a medical condition. If you are experiencing a medical emergency, call 911 immediately.

3.9 Peer Support and Moderators
We may allow certain Users to serve as peer moderators (“Moderators”) within the Services. Moderators may help guide conversations, encourage respectful interaction, or facilitate peer-support discussions. Moderators participate on a voluntary basis and are not employees, agents, or contractors of AriasHealth.ai.

Even if a Moderator is a licensed healthcare professional (including AriasHealth staff), their role on the platform is strictly limited to peer facilitation and educational support. Moderator participation does not constitute medical advice, treatment, or diagnosis, and it does not create a provider–patient relationship.

You agree that you should not rely on any comments, discussions, or materials provided by Moderators (or other Users) as a substitute for professional medical advice. Always seek the guidance of a qualified healthcare provider regarding questions about your health.

AriasHealth.ai reserves the right to revoke or limit a User’s Moderator status at any time, with or without cause.

3.10 Sharing of Personal Information
While using the Services, you may choose to share personal information with other Users or moderators. Any such disclosure is voluntary and at your own risk, and AriasHealth.ai is not responsible for how other Users may use or disclose that information. AriasHealth.ai strongly advises against sharing sensitive information (such as addresses, phone numbers, financial details, or health records) outside of the platform.

AriasHealth.ai reserves the right to adopt stricter rules regarding the exchange of personal information - including limitations on off-platform communication - as necessary to protect the safety of Users and ensure appropriate use of the Services.

4. Ownership and Intellectual Property Rights

4.1 Our Property
All aspects of the Services, including the software, algorithms, user interfaces, designs, functionality, text, images, videos, graphics, trademarks, service marks, logos, and any other content or technology provided by AriasHealth.ai (collectively, “Our Property”), are owned by AriasHealth.ai, Inc. or its licensors. Our Property is protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

4.2 Restrictions on Use
Except as expressly permitted under these Terms, you may not copy, reproduce, modify, adapt, publish, distribute, create derivative works from, publicly display, perform, transmit, or otherwise exploit Our Property without our prior written consent. Reverse engineering, decompilation, disassembly, or other attempts to access the source code or underlying algorithms of the Services are strictly prohibited.

4.3 Limited License to Users
Subject to your compliance with these Terms, AriasHealth.ai grants you a personal, limited, non-exclusive, revocable, non-transferable license to access and use the Services solely for your individual, non-commercial purposes. This license does not grant you any rights to Our Property beyond those expressly stated in these Terms.

4.4 Trademarks
The AriasHealth.ai name, logo, “Ume Bridge,” and any related marks are trademarks of AriasHealth.ai, Inc. or its affiliates. You may not use these marks without our prior written permission. The Services may also display trademarks or logos of third parties, and all rights in those marks remain with their respective owners.

4.5 Injunctive Relief
You acknowledge that unauthorized use, disclosure, or misappropriation of Our Property could cause irreparable harm to AriasHealth.ai for which monetary damages would not be an adequate remedy. Accordingly, we are entitled to seek injunctive or equitable relief, without posting bond, to restrain any breach or threatened breach of this Section, in addition to all other remedies available at law or in equity.

5. Site Access, Security, and Account Credentials

5.1 Availability of Services
AriasHealth.ai reserves the right to withdraw, amend, or suspend the Services, in whole or in part, at any time in our sole discretion without notice. We will not be liable if all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some or all features of the Services, including registered User access.

5.2 User Responsibilities
You are responsible for:

• Making all arrangements necessary to access the Services.
• Ensuring that all persons who access the Services through your internet connection or device are aware of and comply with these Terms.

5.3 Account Credentials
You agree to fully, accurately, and truthfully provide information when creating an account, including a valid email address and password. Your login credentials are personal to you, and you are solely responsible for maintaining their confidentiality and for all activities conducted under your account.

5.4 Unauthorized Access
You agree to prohibit anyone else from using your account credentials and to immediately notify AriasHealth.ai of any unauthorized use, suspected breach of security, or other concerns related to your account.

5.5 Revocation of Access
AriasHealth.ai reserves the right to suspend or terminate your account, disable any username, password, or other identifier, and restrict your use of the Services at any time, with or without cause, including if, in our opinion, you have violated these Terms.

6. Electronic Communications and Recordings

6.1 Electronic Communications
By using the Services, you consent to receive communications from AriasHealth.ai electronically. These communications may include email, in-app messages, text messages, or other electronic means. You further consent to receive service-related text messages at the mobile number you provide (e.g., reminders, scheduling updates, progress tracking, or other informational notices). Message and data rates may apply. You agree that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing.

6.2 Verification of Information
AriasHealth.ai may contact you by telephone, mail, email, or other means to verify your account information or confirm compliance with these Terms. You agree to promptly provide accurate and complete information when requested. Failure to provide such information may result in suspension, restriction, or termination of your access to the Services.

6.3 Consent to Recording of Group Sessions
By accessing or using the Services, you acknowledge and consent that certain peer-support groups, community events, or IRB-approved research sessions may be recorded (audio and/or video). Recordings are used only for purposes permitted under these Terms and applicable law. By continuing to use the Services, you agree and consent to such Recordings for the purposes and uses set forth in this Agreement and our Privacy Policy.

6.4 Use of Recordings
Recordings may be used solely for purposes consistent with this Agreement, our Privacy Policy, and applicable law, including but not limited to:

• Quality assurance and service improvement;
• Training of moderators, facilitators, and staff;
• Research activities under Institutional Review Board (“IRB”) oversight;
• Compliance with legal, regulatory, or audit requirements.

Where feasible, recordings used for research or analysis may be de-identified in accordance with HIPAA and applicable data-protection laws. De-identified recordings may be aggregated and analyzed to improve Services, evaluate outcomes, and support peer-reviewed research.

Recordings will not be used for external marketing, promotional, or advertising purposes. Access to recordings is restricted to authorized personnel and managed in accordance with applicable privacy and data protection laws.

6.5 User Responsibility in Recorded Sessions
Your participation in recorded sessions is voluntary. If you do not wish to be recorded, you should refrain from participating in sessions identified as being recorded. AriasHealth.ai will make reasonable efforts to provide advance notice when a session will be recorded.

7. Monitoring and Automated Processing

7.1 Human Oversight
For safety, quality assurance, and compliance, certain communications within the Services may be monitored by authorized personnel. This oversight is designed to support user safety, maintain the integrity of peer interactions, and evaluate the Services.

7.2 Transition to Automated Monitoring. AriasHealth.ai may use automated tools, including artificial intelligence (“AI”), to help monitor and analyze User Content for safety, service improvement, and engagement purposes. Automated tools will not replace professional medical judgment and do not establish a provider–patient relationship.

7.3 Research and Pilot Studies. If you participate in a research study conducted in collaboration with an Institutional Review Board (IRB), your participation and data will be governed by the IRB-approved protocol and informed consent process. For pilot programs not under IRB oversight, AriasHealth.ai will apply the protections described in this Privacy Policy and Terms of Service, including de-identification and security measures, to safeguard your information.

7.4 Use of Data for Model Development. You acknowledge and agree that AriasHealth.ai may use de-identified or aggregated User Content to train and improve its own AI models. Such data will not be used in a manner that personally identifies you and will not be shared with third-party AI providers for their independent model training.

7.5 No Sharing with External AI Models. User Content will not be disclosed, transferred, or used to train external third-party AI models (such as ChatGPT or other commercial providers). All AI training is conducted solely within AriasHealth’s secure systems, consistent with applicable privacy, security, and research regulations.

7.6 Confidentiality of User Content. Except as permitted under these Terms, required by law, or governed by IRB protocols, your communications and contributions will not be shared across unrelated groups or with unauthorized third parties.

8. Suggestions and Submissions

8.1 Ownership of Suggestions
If you provide AriasHealth with any comments, suggestions, proposals, ideas, or other submissions relating to the Services (collectively, “Suggestions”), such Suggestions will become the exclusive property of AriasHealth.

8.2 License and Use
By submitting Suggestions, you grant AriasHealth an unrestricted, worldwide, perpetual, irrevocable, royalty-free license to use, reproduce, disclose, publish, distribute, adapt, and otherwise exploit such Suggestions in any manner, for any purpose, without acknowledgment or compensation to you.

8.3 No Obligation
AriasHealth has no obligation to (a) maintain any Suggestions in confidence, (b) respond to any Suggestions, or (c) implement any Suggestions.

9. Warranty Disclaimers and Limitation of Liability

9.1 Disclaimer of Warranties
The Services are provided on an “AS IS” and “AS AVAILABLE” basis, without any warranties of any kind, either express or implied. To the fullest extent permitted by law, AriasHealth.ai, Inc. expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, reliability, and any warranties arising from course of dealing or usage of trade. We do not warrant that the Services will be uninterrupted, secure, error-free, or free of viruses or other harmful components, or that any defects will be corrected.

9.2 User Conduct and Third-Party Content
AriasHealth.ai makes no representations or warranties regarding the conduct of users of the Services, including moderators or peer facilitators, nor the accuracy, reliability, or completeness of any content posted by users. You agree to take reasonable precautions in all interactions with other users and understand that any reliance on user-generated content is at your own risk.

9.3 Limitation of Liability
To the maximum extent permitted by applicable law, AriasHealth.ai, Inc. shall not be liable for any indirect, incidental, consequential, punitive, or special damages of any kind, including without limitation loss of revenue, profits, goodwill, data, or other intangible losses, whether based on contract, tort (including negligence), or any other legal theory, even if we have been advised of the possibility of such damages.

9.4 Aggregate Liability Cap
In no event shall AriasHealth.ai’s total aggregate liability to you for any and all claims arising out of or related to your use of the Services, whether in contract, tort, or otherwise, exceed fifty U.S. dollars (\$50.00).

9.5 Jurisdictional Exceptions
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain types of damages. In such jurisdictions, the disclaimers, exclusions, and limitations above may not fully apply to you, and our liability will be limited to the maximum extent permitted by applicable law.

10. Cloud Services and Third-Party Services

10.1 Use of Cloud Providers
The Services are hosted and operated using cloud computing infrastructure provided by third-party providers (the “Cloud Providers”). Where applicable, AriasHealth.ai enters into Business Associate Agreements (BAAs) with Cloud Providers to support HIPAA compliance for handling Protected Health Information (PHI). You acknowledge and agree that AriasHealth.ai is not responsible for any act, omission, outage, security incident, or failure of any Cloud Provider.

10.2 Third-Party Services and Integrations
The Services may depend on, interact with, or enable access to third-party platforms, tools, or content (collectively, “Third-Party Services”), such as videoconferencing providers, analytics platforms, or authentication services. Use of Third-Party Services may require you to agree to additional terms of use set by those providers. You are solely responsible for compliance with any applicable third-party terms, and AriasHealth.ai makes no representations or warranties about, and disclaims all liability for, Third-Party Services.

10.3 Disclaimer of Liability
Without limiting the disclaimers in Section 9 (Warranty Disclaimers and Limitations of Liability), AriasHealth.ai will not be liable to you or any third party for any unavailability, interruption, data loss, security issue, or other problem caused in whole or in part by a Cloud Provider or Third-Party Service.

10.4 No Endorsement
References or access to Third-Party Services within the AriasHealth.ai platform do not constitute or imply endorsement, sponsorship, or affiliation. Each provider retains all rights in its own trademarks, service marks, and content.

11. Indemnification

You agree to defend, indemnify, and hold harmless AriasHealth.ai, Inc., its affiliates, partners, licensors, service providers, research collaborators, moderators, officers, directors, employees, and agents (collectively, the “AriasHealth Parties”) from and against any and all claims, actions, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising directly or indirectly out of or in connection with:

• Your use or misuse of the Services, including any User Content you submit or share;
• Your breach of these Terms of Service or our Privacy Policy;
• Any information or materials you provide to AriasHealth.ai, Inc. or other users through the Services; and/or
• Any negligent or wrongful act or omission by you in connection with your use of the Services, including but not limited to infringement of third-party intellectual property, privacy, or other rights.

This indemnification does not apply to the extent that any claims or liabilities are caused by the gross negligence or willful misconduct of the AriasHealth Parties. AriasHealth.ai, Inc. reserves the right, at its own expense, to assume exclusive defense and control of any matter subject to indemnification by you, in which case you agree to fully cooperate with such defense.

This indemnification obligation will survive termination of your account and/or these Terms of Service.

12. Privacy Policy

Your use of the Services is also governed by our Privacy Policy, which describes how AriasHealth.ai, Inc. collects, uses, and protects your information. The Privacy Policy is incorporated into these Terms of Service by reference. By using the Services, you acknowledge that you have read, understood, and agreed to our Privacy Policy, as it may be updated from time to time.

13. Digital Millennium Copyright Act (DMCA)

AriasHealth.ai, Inc. complies with the provisions of the Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. § 512, applicable to internet service providers.

If you believe that any materials accessible on or from the Services infringe your copyright, you may request removal of those materials by submitting written notification to our Designated Agent (identified below). To be effective, the notification must include substantially the following information:

• Your physical or electronic signature;
• Identification of the copyrighted work you believe to have been infringed, or, if multiple works, a representative list;
• Identification of the material you believe to be infringing, and information reasonably sufficient to permit us to locate the material;
• Your name, address, telephone number, and email address;
• A statement that you have a good faith belief that the use of the material is not authorized by the copyright owner, its agent, or the law; and
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are the copyright owner or authorized to act on the owner’s behalf.