Terms of Service Agreement

Last updated: October 12, 2026

This Terms of Service Agreement sets forth the legally binding terms and conditions between you and Meditation.live, Inc. (“Wellness Coach”, “we,” “us,” or “our”) governing your access to and use of our website (the “Site”), our digital wellness platform, our classes, coaching sessions and tools related to mental, physical, social, and financial wellbeing, and our associated websites, networks, mobile applications (the “Apps”), and services (collectively, the “Services”). Certain features of the Services may be subject to additional guidelines, terms, or rules, which will be posted on the Services in connection with such features (“Supplemental Terms”). All such Supplemental Terms are incorporated by reference into this Terms of Service Agreement (all such Supplemental Terms together with this Terms of Service Agreement, the “Terms”). If this Terms of Service Agreement is inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such features only. A separately signed agreement between Wellness Coach and a Customer, including its applicable data-processing addendum or business associate agreement, controls over these Terms to the extent of a conflict for the Services and parties it covers. Nothing in these Terms overrides applicable law or any right or obligation that cannot lawfully be waived.

BY CLICKING “I ACCEPT,” OR OTHERWISE ACCESSING OR USING THE SERVICES, OR ANY PORTION THEREOF, INCLUDING THE SITE, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF AND, AS APPLICABLE, THE ENTITY THAT YOU REPRESENT). IF THE INDIVIDUAL ENTERING INTO THESE TERMS OR OTHERWISE ACCESSING OR USING THE SERVICES IS DOING SO ON BEHALF OF, OR WITHIN HIS OR HER CAPACITY AS A REPRESENTATIVE, AGENT, OR EMPLOYEE OF AN ENTITY, SUCH INDIVIDUAL AND SUCH ENTITY: (i) AGREE THAT THE TERMS “YOU” AND “YOUR” AS USED HEREIN APPLY TO SUCH ENTITY AND, AS APPLICABLE, SUCH INDIVIDUAL; AND (ii) REPRESENT AND WARRANT THAT THE INDIVIDUAL ENTERING INTO THESE TERMS HAS THE POWER, RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS ON BEHALF OF SUCH ENTITY.

THE SERVICES OFFER GENERAL WELLNESS INFORMATION AND COACHING RELATED TO MENTAL, PHYSICAL, SOCIAL, AND FINANCIAL WELLBEING. EXCEPT FOR A PROFESSIONAL SERVICE EXPRESSLY IDENTIFIED AND PROVIDED UNDER SEPARATE APPLICABLE TERMS, INFORMATION PROVIDED THROUGH THE SERVICES IS FOR INFORMATIONAL AND EDUCATIONAL PURPOSES AND IS NOT INTENDED TO DIAGNOSE, PREVENT, OR TREAT A CONDITION OR DISEASE, ASCERTAIN THE STATE OF YOUR HEALTH, OR SUBSTITUTE FOR PROFESSIONAL MEDICAL CARE OR THE ADVICE OF A QUALIFIED FINANCIAL, NUTRITION, OR HEALTHCARE PROFESSIONAL. AI FEATURES ARE SUBJECT TO SECTION 31 AND DO NOT PROVIDE CLINICAL CARE. YOU MAY NOT ACCESS OR USE THE SERVICES OR ACCEPT THESE TERMS IF YOU ARE NOT AT LEAST 18 YEARS OLD. REFERENCES TO PARENTAL CONSENT IN A PRIVACY NOTICE DO NOT AUTHORIZE USE OF THESE SERVICES BY A MINOR. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

IF YOU SUBSCRIBE TO THE SERVICES FOR A TERM (THE “INITIAL TERM”), THEN YOUR SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT WELLNESS COACH’S THEN-CURRENT FEE FOR SUCH SERVICES, UNLESS YOU OPT OUT OF THE AUTO-RENEWAL/DECLINE TO RENEW YOUR SUBSCRIPTION IN ACCORDANCE WITH THE DESCRIPTION BELOW.

UNLESS YOU OPT OUT OF ARBITRATION WITHIN THIRTY (30) DAYS OF THE DATE YOU FIRST AGREE TO THESE TERMS BY FOLLOWING THE OPT-OUT PROCEDURE SPECIFIED IN THE “ARBITRATION” SECTION BELOW, AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE “ARBITRATION” SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND WELLNESS COACH WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.

THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THESE TERMS.

PLEASE NOTE THAT THE TERMS ARE SUBJECT TO CHANGE BY WELLNESS COACH IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Wellness Coach will make a new copy of the Terms available at the Site and within the Apps and any new terms will be made available from within, or through, the affected Service on the Site or within the App. We will also update the “Last Updated” date at the top of the Terms. Any changes to the Terms will be effective immediately for new users of the Services and will be effective thirty (30) days after posting notice of such changes on the Site for existing users, provided that any material changes shall be effective for users who have an Account with us upon the earlier of thirty (30) days after posting notice of such changes on the Site or thirty (30) days after dispatch of an e-mail notice of such changes to users. Wellness Coach may require you to provide consent to the updated Terms in a specified manner before further use of the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Services. Otherwise, your continued use of the Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE SITE TO VIEW THE THEN-CURRENT TERMS.

Content and Content Rights

For purposes of these Terms, “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services.

Content Ownership

Wellness Coach and its licensors exclusively own all rights, title and interest in and to the Services and Content, other than Your Content as defined in Section 11, including all associated intellectual property rights. User acknowledges that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. User agrees not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.

Rights Granted by User

If you participate in a Coaching Session or other event that Wellness Coach identifies as being recorded, the recording permissions and license in Section 13 apply. Wellness Coach will provide notice of recording and obtain any consent or authorization required by applicable law before recording. These permissions do not authorize unrestricted use or public disclosure of private health information, private AI inputs, or confidential communications.

Rights Granted by Wellness Coach

Subject to User’s compliance with these Terms, Wellness Coach grants User a limited, non-exclusive, non-transferable, non-sublicensable license to download, view, copy and display the Content solely in connection with User’s permitted use of the Services and solely for User’s personal and non-commercial purposes.

1. Privacy Policy

Our Privacy Policy, available at https://www.wellnesscoach.live/privacy-policy , explains our practices regarding the collection, use and disclosure of information that we process in the course of our business, including information we receive through our Services and other online or offline offerings. The Privacy Policy is incorporated by reference into these Terms, so we encourage you to read and understand it.

We apply technical and organizational security measures appropriate to the nature of the information processed, including encryption, access controls, secure infrastructure management, and personnel awareness training. Security measures reduce risk but do not guarantee that an incident cannot occur. Any security audit or certification applies only to the systems, period, and scope identified in the applicable report or certificate.

Information We Collect:

We collect the following categories of personal data: (a) account information (name, email, employer ID), (b) device and usage information, (c) wellness interaction metadata, (d) AI interaction logs, prompt content, and AI outputs, (e) employer program eligibility data, (f) analytics and diagnostic data, and (g) wellness, health, or laboratory information voluntarily submitted for an enabled AI Feature as described in Section 31.

We process personal data to deliver wellness services, personalize enabled features, generate AI-assisted responses, administer program access, troubleshoot, prevent fraud, and conduct permitted analytics. Processing is subject to the Privacy Policy, applicable feature notices, lawful permissions, and any governing data-processing or business associate agreement. The AI and health-data restrictions in Section 31 apply to these purposes; a general reference to service improvement or an employer contract does not authorize unrelated use of identifiable health information.

Users may exercise the right to access, correct, delete, export, or restrict processing of their personal data by contacting compliance@wellnesscoach.live

2. Regulatory Compliance and Information Security

Wellness Coach will maintain administrative, technical, and organizational safeguards appropriate to the Services, the information processed, and applicable legal and contractual requirements. Security frameworks may inform those safeguards. These Terms do not represent that every feature, provider, or data flow has been certified or assessed under a particular framework.

Wellness Coach will assess and respond to suspected or actual security incidents and unauthorized acquisition, access, use, or disclosure of personal information, including health information. Required notices to affected individuals, Customers, regulators, and other parties will be provided within the timeframes and according to the triggers required by applicable law and governing contracts, including applicable HIPAA or consumer health-data breach notification requirements. A legally required notice is not conditioned on internal confirmation or the existence of an enterprise Customer relationship.

Wellness Coach will apply risk assessment, testing, evaluation of harmful bias, and monitoring appropriate to an AI Feature’s intended use and risk, as further described in Section 31.11. These processes do not guarantee error-free outputs or constitute a certification or determination of regulatory status.

Wellness Coach’s role as a controller, processor, or other regulated party depends on the processing activity, applicable law, and the governing arrangement. Wellness Coach processes Customer-directed program data under applicable contractual instructions and may act as a controller for purposes it determines, as described in the Privacy Policy. Employer sponsorship alone does not determine every privacy role. HIPAA covered-entity, business-associate, and subcontractor roles are assessed separately under Section 31.7.

3. Registration and Your Information

If you want to use certain features of the Services, you’ll have to create an account (“Account”). You can do this via the App or the Site or through your account with certain third-party social networking services such as Google or Facebook (each, an “SNS Account”). If you choose the SNS Account option we’ll create your Account by extracting from your SNS Account certain personal information such as your name and email address and other personal information that your privacy settings on the SNS Account permit us to access.

It’s important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information, as needed, to keep it accurate, complete and up-to-date. If you don’t, we might have to suspend or terminate your Account. You agree that you won’t disclose your Account password to anyone and you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, whether or not you know about them.

In the event that you connect to the Services using an SNS Account, you represent that you are entitled to disclose your SNS Account login information to Wellness Coach and/or grant us access to your SNS Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable SNS Account and without obligating Wellness Coach to pay any fees or making Wellness Coach subject to any usage limitations imposed by such third-party service providers. By granting Wellness Coach access to any SNS Accounts, you understand that Wellness Coach may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Services that you have provided to and stored in your SNS Account (“SNS Content”) so that it is available on and through the Services via your Account.

Unless otherwise specified, all SNS Content shall be considered to be Your Content (as defined below) for all purposes of the Terms. Depending on the SNS Accounts you choose and subject to the privacy settings that you have set in such SNS Accounts, personally identifiable information that you post to your SNS Accounts may be available on and through your Account. Please note that if an SNS Account or associated service becomes unavailable, or Wellness Coach’s access to such SNS Account is terminated by the third-party service provider, then SNS Content will no longer be available on and through the Services. You have the ability to disable the connection between your Account and your SNS Accounts at any time by accessing the “Settings” section of the Site.

PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR SNS ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND WELLNESS COACH DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH SNS ACCOUNTS. Wellness Coach makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and Wellness Coach is not responsible for any SNS Content.

You retain your rights in your personal information and Your Content. Requests for access, correction, deletion, and other applicable data rights will be handled under applicable law. You grant Wellness Coach only the permissions necessary to process that information for the purposes described in the Privacy Policy, applicable notices, and these Terms, subject to any controlling signed agreement and required consent or authorization.

4. Classes and Coaching

Via the Services, users can select from a variety of options to participate in one-on-one or group coaching sessions (the “Coaching Services”). These Coaching Services provide instruction and information in fields that include, but are not limited to, team, mental, physical, social, and financial wellbeing.

When you access the Coaching Services, you understand and agree that you are responsible for entering the session at the set start time and that you will forfeit (and not be eligible for a refund) of any payment or purchases for a scheduled session that you do not attend or enter late. You further agree that you will behave in a professional and courteous manner, that you will not harass, berate or intimidate individuals providing the Coaching Services, and that you will otherwise behave in accordance with these Terms while participating in Coaching Services. You acknowledge and agree that if you do not behave in accordance with the foregoing, your ability to access or use Coaching Services may be terminated.

General wellness Coaching Services are informational and educational. A coach’s credentials do not, by themselves, turn a general wellness session into professional medical, mental health, nutrition, investment, legal, or tax advice. Any separately offered licensed or professional service must be expressly identified and is subject to the terms, consents, professional standards, and legal duties applicable to that service. These Terms do not disclaim a professional’s actual credentials or duties or establish that Wellness Coach has verified a credential. General wellness Coaching Services are not intended to diagnose, prevent, or treat a condition or disease, ascertain the state of your health, or substitute for professional care.

General wellness Coaching Services are not a substitute for professional medical advice, diagnosis, or treatment. You are responsible for deciding whether to participate and how to use general wellness information, subject to the duties and liabilities preserved under Sections 20 and 22. If you need medical attention, seek your physician or another qualified healthcare provider. Never disregard professional medical advice or delay medical treatment because of information received through general wellness Services. General wellness Coaching Services do not provide investment, legal, or tax advice.

Not all activities described on the Services or Products and not all Coaching Services are suitable for everyone. You should consult with your physician before beginning participating in any Coaching Services that require any physical movement or exertion to ensure you are medically fit to participate. If you engage in this exercise or exercise program, you agree that you do so at your own risk and agree to release and discharge Wellness Coach and those providing Coaching Services from any and all claims or causes of action, known or unknown, arising out of any injury sustained while participating in Coaching Services.

General wellness Coaching Services support overall wellbeing and personal development. Avoid sharing sensitive health information in group, public, or recorded sessions unless the session is expressly intended to receive it and you understand the applicable privacy and recording notice. Submit private health information only through a feature or channel designated to receive that information, subject to applicable permissions and law. Participation is voluntary. The provisions governing any separately identified professional service remain applicable to that service.

Wellness Coach processes user-generated content through AI systems for generating wellness-related outputs and for the related purposes described in Section 31. Authorized AI providers may process information necessary for the selected AI Feature, subject to the applicable privacy, confidentiality, security, and contractual requirements. As described in Section 31, certain AI prompts and outputs may be logged for safety, debugging, or service improvement.

Health and wellness information submitted to an AI Feature, including PHI where applicable, is handled under Section 31, applicable privacy notices, required permissions, governing contractual terms, and law. You should evaluate AI wellness information before acting and consult a qualified healthcare professional for medical concerns. AI output does not replace professional judgment. Disclaimers and limitations of liability apply only to the extent permitted by law and remain subject to Sections 20 and 22 and any controlling signed agreement.

5. Purchases and Fees

Wellness Coach may offer for purchase access to certain features of the Services on a time limited basis (a “Subscription” and/or certain items, features, or services, including Coaching Services on a one-off basis (“Products”). A description of features associated with Subscriptions is available via the Services. When you purchase a Subscription or a Product (each, a “Transaction”), we may ask you to supply additional information relevant to your Transaction, such as your credit card number, the expiration date of your credit card and your address(es) for billing and delivery (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information.

The amounts due and payable by you for a Transaction through the Services will be presented to you before you place your order. If you choose to initiate a Transaction via the Services, you authorize us to provide your Payment Information to third party service providers so we can complete your Transaction and agree (a) to pay the applicable fees and any taxes; (b) that Wellness Coach may charge your credit card or third party payment processing account, including, but not limited to, your account with the app store or distribution platform (like the Apple App Store, Google Play, our web site or the Amazon Appstore) where the App is made available (each, an “App Provider”), for verification, pre-authorization and payment purposes; and (c) to bear any additional charges that your App Provider, bank or other financial service provider may levy on you as well as any taxes or fees that may apply to your order.

You’ll receive a confirmation email after we confirm the payment for your order. Your order is not binding on Wellness Coach until accepted and confirmed by Wellness Coach as evidenced by such confirmation email. All payments made are non-refundable and Subscriptions and Products are non-transferable except as expressly provided in these Terms.

Wellness Coach reserves the right to not process or to cancel your order in its sole discretion, including, for example, if your credit card is declined, if we suspect the request or order is fraudulent, or in other circumstances Wellness Coach deems appropriate in its sole discretion. Wellness Coach also reserves the right, in its sole discretion, to take steps to verify your identity in order to verify your relationship with your employer and in connection with your order. You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information). Wellness Coach will either not charge you or refund the charges for orders that we do not process or cancel.

6. Payments; Subscription Autorenewal and Cancellation

All amounts are payable and charged: (i) For Purchases, at the time you place your order; and (ii) For Subscriptions, at the beginning of the Initial Subscription and, because each such Subscription renews automatically for an additional period equal in length to the expiring Subscription term until you cancel it, at the time of each renewal until you cancel, using the Payment Information you provided.

You must cancel your Subscription before it renews to avoid billing of the fees for the next Subscription period. If you purchase your Subscription via the Site, you can cancel the renewal of your Subscription or delete your Account at any time through the Account Settings section of the Site. As an alternative, you may contact us by email at support@wellnesscoach.live to request a manual cancellation. If you purchase your Subscription via an App Provider (such as Apple App Store or Google Play), you must cancel through your account with that App Provider. You will not receive a refund for the fees you already paid for your current Subscription period and your Subscription will terminate at the end of the then-current Subscription period.

7. Changes to Price Terms for Subscriptions

Wellness Coach reserves the right to change its pricing terms for Subscriptions at any time and Wellness Coach may not notify you in advance of such changes becoming effective. Changes to the pricing terms will not apply retroactively and will only apply for Subscription renewals after such changed pricing terms have been communicated to you. If you do not agree with the changes to Wellness Coach’s pricing terms then you may choose not to renew your Subscription in accordance with the preceding section.

We make no warranty that the Services or Products will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content.

8. Employer Subscriptions

This Section applies to the extent that you are provided a Subscription through your employer or the employer of a third party (such Subscription, an “Employer Subscription”, the employer providing such Subscription, the “Employer”, and, to the extent you are receiving an Employer Subscription through a third party, such third party, the “Third Party Employee” ). If you are provided an Employer Subscription, you will receive registration and eligibility information regarding activation of the Employer Subscription from the Employer. You may no longer be eligible to access the Services through the applicable Employer Subscription in the event that your employment with the Employer or, as applicable, the Third Party Employee’s employment with the Employer, terminates and Wellness Coach will have no obligation to continue to provide the Services.

In addition anyone else authorized to access and use the Services through an Employer Subscription provided to them as a result of your employment with an Employer may no longer be eligible to access the Services through the applicable Employer Subscription and all such access to the subscribed portion of the Services may terminate immediately upon the termination of your employment unless you purchase a Subscription for such portions of the Service in your individual capacity. In the event of termination of your Employer Subscription, your Account may be transferred to a personal Account and you, your family and friends may purchase individual Subscriptions independently of your employer.

No refunds of fees will be given for Subscriptions cancelled prior to the end of the term. Any additional Subscriptions for your personal use for family and friends that are accessed through your employee Subscription will also terminate with the termination of your employment.

Your employer may offer rewards for challenges initiated through the Services. Wellness Coach does not offer any rewards for participation in the Services and bears no responsibility for awards offered by employers. All such rewards are offered and fulfilled at the employer’s discretion. Wellness Coach will not be liable for any failure by an employer to provide rewards or any liability arising from such awards.

User roles such as Enterprise Admins, Coaches, and End Users are governed by role-based access and usage permissions.

Any uptime, support, or service-level commitments for enterprise Customers are set out in the applicable signed Customer agreement.

9. Future Functionality

You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Wellness Coach regarding future functionality or features.

10. Feedback

We welcome feedback, comments and suggestions for improvements to the Services or Products (“Feedback”). You can submit Feedback by emailing us at support@wellnesscoach.live

You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

11. Content and Content Rights

For purposes of these Terms, “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services. You represent and warrant that you have all necessary right, title, interest, authorizations, and permissions to: (i) upload, post, or otherwise make available (“Make Available”) any materials that you provide through the Services (“Your Content”); (ii) grant the rights, licenses, and permissions granted hereunder with respect to any data, content, information, or feedback, including Your Content; and (iii) access, and permit Wellness Coach to access on your behalf, any third party platform that is integrated with the Services.

You acknowledge that all Content, including Content provided through the Services, is the sole responsibility of the party from whom such Content originated. This means that you, and not Wellness Coach, are entirely responsible for Your Content, and that you and other users of the Services, and not Wellness Coach, are similarly responsible for all Content that you and they Make Available through the Services.

Wellness Coach reserves the right to: (a) remove or refuse to post any of Your Content for any or no reason in our sole discretion; (b) take any action with respect to any of Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that Your Content violates these Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for the Wellness Coach; (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (d) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services; and/or (e) terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of these Terms.

12. Content Ownership

Wellness Coach and its licensors exclusively own all rights, title and interest in and to the Services and Content, other than Your Content, including all associated intellectual property rights therein or thereto. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content, other than Your Content.

13. Rights Granted by You

In the event that you participate in any Coaching Session or other event held by Wellness Coach either on the Services or on a third party service for which we notify that such Coaching Session or event is being recorded, you (i) acknowledge and agree that the Coaching Services or event, including video and audio of you, may be recorded by Wellness Coach and such recordings will constitute Content, (ii) consent to such recording, and (iii) grant to Wellness Coach a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license to use, copy, modify, create derivative works based upon, distribute, publicly display, publicly perform and otherwise exploit any such recordings in connection with operating and providing the Services. You understand and agree that the standards set forth in Section 16 (Prohibitions) will also apply to your behavior on any third party service. Wellness Coach will provide notice and obtain any additional consent or authorization required by law before recording. Recording, AI transcription or summarization, retention, and any subsequent use or disclosure remain subject to applicable privacy notices, feature-specific AI consent, confidentiality obligations, controlling signed agreements, and law. The license above does not authorize unrelated publication, advertising, or model training using private health information or confidential communications. Public or promotional use of such information requires the separate permission or authorization required by applicable law. An intellectual-property license does not waive statutory privacy, withdrawal, or deletion rights.

14. Rights Granted by Wellness Coach

Subject to your compliance with these Terms, Wellness Coach grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services for your personal use and to download, view, copy and display the Content within the Apps solely in connection with your permitted use of the Services and solely for your personal and non-commercial purposes.

15. Rights and Terms for Apps

Rights in App Granted by Wellness Coach. Subject to your compliance with these Terms, Wellness Coach grants you a limited, non-exclusive, non-transferable, non-sublicensable license to download and install a copy of the App on a mobile device or computer that you own or control and to run such copy of the App solely for your own personal and non-commercial purposes. Wellness Coach reserves all rights in and to the App not expressly granted to you under these Terms. You may not copy the App, except for making a reasonable number of copies for backup or archival purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App; or (iv) make the functionality of the App available to multiple users through any means.

Additional Terms for App Store Apps. If you accessed or downloaded the App from the Apple App Store, then you agree to use the App only: (i) on an Apple-branded product or device that runs iOS (Apple’s proprietary operating system software); and (ii) as permitted by the “Usage Rules” set forth in the Apple Store Terms of Service.

If you accessed or downloaded the App from an App Provider, then you acknowledge and agree that:

• These Terms are entered into between you and Wellness Coach, and not with the App Provider, and that, as between Wellness Coach and the App Provider, Wellness Coach is solely responsible for the App.

• App Provider has no obligation to furnish any maintenance and support services with respect to the App.

• In the event of any failure of the App to conform to any applicable warranty, you may notify App Provider and App Provider may refund the purchase price for the App to you (if applicable) and, to the maximum extent permitted by applicable law, App Provider will have no other warranty obligation whatsoever with respect to the App. As between Wellness Coach and App Provider, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure of an App to conform to any warranty will be the sole responsibility of Wellness Coach.

• App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

• In the event of any third-party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, Wellness Coach will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.

• App Provider and its subsidiaries are third-party beneficiaries of these Terms as related to your license of the App, and that, upon your acceptance of the terms and conditions of these Terms, App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App against you as a third party beneficiary thereof.

• You must also comply with all applicable third-party terms of service when using the App.

16. Prohibitions

You agree not to do any of the following:

• Use, display, mirror or frame the Services, or any individual element within the Services, Wellness Coach’s name, any Wellness Coach trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Wellness Coach’s express written consent;

• Access, tamper with, or use non-public areas of the Services, Wellness Coach’s computer systems, or the technical delivery systems of Wellness Coach’s providers;

• Attempt to probe, scan, or test the vulnerability of any Wellness Coach system or network or breach any security or authentication measures

• Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Wellness Coach or any of Wellness Coach’s providers or any other third party (including another user) to protect the Services;

• Attempt to access or search the Services or download Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Wellness Coach or other generally available third party web browsers;

• Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation

• Use any meta tags or other hidden text or metadata utilizing a Wellness Coach trademark, logo URL or product name without Wellness Coach’s express written consent;

• Use the Services for any commercial purpose or the benefit of any third party or in any manner not expressly permitted by these Terms; Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;

• Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;

• Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus overloading, flooding, spamming, or mail-bombing the Services;

• Collect or store any personally identifiable information from the Services from other users of the Services without their express permission

• Impersonate or misrepresent your affiliation with any person or entity;

• Violate any applicable law or regulation; or Encourage or enable any other individual to do any of the foregoing.

Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content or behavior to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

17. Links to Third Party Websites or Resources; Use of Third Party Services

The Services and Apps may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party websites or resources. Additionally, certain Coaching Services or events put on by Wellness Coach may be provided on a third party service. We are not responsible for the performance of any such third party services. You may be required to create an account on such services or agree to terms with the provider of such services. Any use of such third party services is subject to any agreement or terms between you and the provider thereof. You agree that, at all times while using such third party services in connection with Coaching Services or an event put on by us, to adhere to and act in accordance with the terms and conditions of these Terms.

Certain AI-enabled features rely on third-party LLM providers, as further described in Section 29.

18. Interactions with Other Users

You are solely responsible for your communications and interactions with other users of the Services and any other parties with whom you interact; provided, however, that Wellness Coach reserves the right, but has no obligation, to intercede in such disputes. You agree that Wellness Coach will not be responsible for any liability incurred as the result of such interactions.

The Services may contain Content provided by other users. Wellness Coach is not responsible for and does not control such Content. Wellness Coach has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to, such Content. Any Content accessed through (or downloaded from) Wellness Coach is accessed at your own risk, and you shall be solely responsible for any damage to your property, including, but not limited to, your computer system and any device you use to access the Services, or any other loss that results from accessing such Content.

Users may report unsafe or inappropriate AI outputs at compliance@wellnesscoach.live.

19. Termination

Termination by Us

We may terminate your access to and use of the Services, your Account or these Terms, at our sole discretion, at any time and without notice to you.

Termination by You

You may stop using the Services at any time. You may cancel a Subscription in accordance with Section 6. For assistance or Account deletion, contact support@wellnesscoach.live. Subscriptions purchased through an App Provider must be cancelled through that provider. Deleting your Account does not, by itself, cancel an App Provider subscription.

Effect of Termination

Upon any termination, discontinuation or cancellation of Services, your Subscription or your Account, all provisions of these Terms which by their nature should survive will survive, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions.

20. No Warranty; Disclaimers

THE SERVICES, PRODUCTS AND CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

WE MAKE NO WARRANTY THAT THE SERVICES, PRODUCTS OR CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY SERVICES, PRODUCTS OR CONTENT.

GENERAL WELLNESS SERVICES AND AI FEATURES DO NOT SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. THE BOUNDARIES OF COACHING AND ANY SEPARATELY IDENTIFIED PROFESSIONAL SERVICE ARE DESCRIBED IN SECTION 4. NO ADVICE OR INFORMATION OBTAINED THROUGH GENERAL WELLNESS SERVICES CREATES A WARRANTY NOT EXPRESSLY MADE IN THESE TERMS. TO THE EXTENT PERMITTED BY LAW, WELLNESS COACH DISCLAIMS LIABILITY FOR CHOICES OR DECISIONS MADE BASED ON GENERAL WELLNESS INFORMATION, SUBJECT TO SECTION 22 AND ANY CONTROLLING SIGNED AGREEMENT. THESE DISCLAIMERS DO NOT REMOVE DUTIES APPLICABLE TO A LICENSED PROFESSIONAL OR OTHER REGULATED SERVICE.

ANY ACTIONS YOU TAKE BASED ON YOUR INTERPRETATION OF THE INFORMATION PROVIDED ON THE SERVICES OR IN ANY COACHING SERVICES ARE YOURS ALONE. WELLNESS COACH MAKES NO PROMISES OR GUARANTEES THAT ANY COURSE OF ACTION TAKEN BASED ON INFORMATION RECEIVED THROUGH THE SERVICES WILL ACHIEVE ANY PARTICULAR RESULT OR DESIRED OUTCOME. WELLNESS COACH HEREBY DISCLAIMS ALL LIABILITY FOR, AND YOU WILL NOT HOLD WELLNESS COACH, ITS AFFILIATES OR ANY THIRD PARTY SERVICE PROVIDER LIABLE FOR ANY POSSIBLE CLAIM FOR DAMAGES ARISING FROM ANY DECISION YOU MADE BASED ON INFORMATION RECEIVED THROUGH THE SERVICES. ALL DISCLAIMERS, RELEASES, INDEMNITIES, AND LIMITATIONS IN THESE TERMS APPLY ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW AND ARE SUBJECT TO SECTION 22 AND ANY CONTROLLING SIGNED AGREEMENT. NOTHING IN THESE TERMS WAIVES A NON-WAIVABLE STATUTORY RIGHT OR OBLIGATION OR AUTHORIZES UNLAWFUL PROCESSING OF PERSONAL OR HEALTH INFORMATION.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

21. Indemnity

You will indemnify and hold harmless Wellness Coach and its officers, directors, employees, advisors and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your access to or use of the Services or Content or (ii) your violation of these Terms.

22. Limitation of Liability

NEITHER WELLNESS COACH NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES, PRODUCTS OR CONTENT, INCLUDING THE COACHING SERVICES, WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OR PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, PRODUCTS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WELLNESS COACH HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WELLNESS COACH’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS EXCEED THE GREATER OF (A) THE AMOUNTS YOU HAVE PAID TO WELLNESS COACH IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM AND (B) FIFTY DOLLARS ($50). NOTHING IN THESE TERMS EXCLUDES OR LIMITS ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING, WHERE APPLICABLE, LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT. IF ANY LIMITATION IN THIS SECTION IS HELD UNENFORCEABLE IN A PARTICULAR JURISDICTION, LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED IN THAT JURISDICTION, AND THE REMAINDER OF THIS SECTION REMAINS IN FULL EFFECT. THE EXCLUSION AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN WELLNESS COACH AND YOU.

23. Governing Law

These Terms and any action related thereto will be governed by the laws of the State of Delaware, consistent with the Federal Arbitration Act, without regard to conflict-of-laws principles. If you are a consumer resident in a jurisdiction whose laws grant you mandatory protections that cannot be waived by contract, nothing in these Terms deprives you of the protection of those mandatory provisions.

24. Dispute Resolution

Agreement to Arbitrate

You and Wellness Coach agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services, Products or Content (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”).

Without limiting the preceding sentence, you will also have the right to litigate any other Dispute if you provide Wellness Coach with written notice of your desire to do so by email at support@wellnesscoach.live within thirty (30) days following the date you first agree to these Terms (such notice, an “Arbitration Opt-out Notice”). If you don’t provide Wellness Coach with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) above. The exclusive jurisdiction and venue of any IP Protection Action or, if you timely provide Wellness Coach with an Arbitration Opt-out Notice, will be the state and federal courts located in the state of Wellness Coach’s principal place of business and each of the parties hereto waives any objection to jurisdiction and venue in such courts.

Unless you timely provide Wellness Coach with an Arbitration Opt-out Notice, you acknowledge and agree that you and Wellness Coach are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Wellness Coach otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If the prohibition on class or representative proceedings in this paragraph is held unenforceable as to a particular claim or request for relief, then that claim or request for relief (and only that claim or request for relief) will be severed and may be brought in court, and all other claims will remain subject to arbitration under this “Dispute Resolution” section, which will otherwise remain in full force and effect. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.

Arbitration Rules

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

Arbitration Process

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a general Demand for Arbitration form and a separate form for Demand for Arbitration for California residents.) The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

Arbitration Location and Procedure

Unless you and the Wellness Coach otherwise agree, the arbitration will be conducted in Clark County, Nevada or, at your option, remotely by videoconference or on the basis of written submissions in accordance with the AAA Rules. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and Wellness Coach submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator’s Decision

The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Wellness Coach will not seek, and hereby waives all rights it may have under applicable law to recover attorneys’ fees and expenses if it prevails in arbitration.

Arbitration Fees

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Wellness Coach will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

Changes

Notwithstanding the provisions of the sections above, if Wellness Coach changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to support@wellnesscoach.live) within thirty (30) days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Wellness Coach’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Wellness Coach in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

25. International Users

The Services can be accessed from countries around the world. The Services are controlled and offered by Wellness Coach from its facilities in the United States of America. Wellness Coach makes no representations that the Services are appropriate or available for use in all locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.

Cross-border processing and transfers of personal information are subject to the Privacy Policy, applicable transfer safeguards, governing contracts, and law. Where required, Wellness Coach will provide applicable health-data notices and obtain the permissions required for collection, use, or disclosure of consumer health information. Acceptance of these Terms does not replace a separate consent, authorization, or other lawful basis required by applicable privacy or health-data law.

26. Procedure for Making Claims of Copyright Infringement

It is Wellness Coach’s policy to terminate membership privileges of any user who repeatedly infringes copyright upon prompt notification to Wellness Coach by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please provide our copyright agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on the Site or App of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for Wellness Coach’s copyright agent for notice of claims of copyright infringement is as follows:

Meditation.live, Inc. d/b/a Wellness Coach

Attn: Copyright Agent

8020 South Rainbow Blvd,

STE 100, #418 Las Vegas

Nevada, USA 89139

Email : compliance@wellnesscoach.live

27. General Terms

Subject to any controlling separately signed agreement described in the introductory provisions and Section 31.1, these Terms constitute the entire and exclusive understanding and agreement between Wellness Coach and you regarding the Services, Products and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Wellness Coach and you regarding the Services, Products and Content. These Terms do not supersede an applicable signed Customer agreement, data-processing addendum, business associate agreement, or other signed terms for the Services and parties they cover. If any provision of these Terms is held invalid or unenforceable (either by an arbitrator appointed pursuant to the “Dispute Resolution” section above or by court of competent jurisdiction, but only if you timely opt out of arbitration by sending us an Arbitration Opt-out Notice in accordance with the terms set forth above), that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

You may not assign or transfer these Terms, by operation of law or otherwise, without the Wellness Coach’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Wellness Coach may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

You agree to comply with all U.S. and foreign export laws and regulations to ensure that neither the App nor any technical data related thereto nor any direct product thereof is exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. By using the App you represent and warrant that: (i) 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 (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

Any notices or other communications provided by Wellness Coach under these Terms, including those regarding modifications to these Terms, will be given: (i) by Wellness Coach via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Wellness Coach is located at the address in Section 26. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

Wellness Coach’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Wellness Coach. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

28. Contact Information

If you have any questions about these Terms or the Services or Products, please contact Wellness Coach at support@wellnesscoach.live or (702) 820-2675.

29. Subprocessors and Third-Party Service Providers

Wellness Coach uses certain third-party service providers (“Subprocessors”) to support the delivery of the Services, including hosting, analytics, payment processing, communication tools, and customer support systems. Subprocessors may process limited personal data solely to provide their services to Wellness Coach.

The current list of Subprocessors can be accessed via the following link: https://customer.wellnesscoach.live/knowledge/subprocessor-list.

The public Subprocessor list identifies providers, their service functions, and locations. The information a provider may process and applicable safeguards depend on the enabled service, applicable privacy notices, and governing contractual disclosures. Inclusion in the list does not mean that every provider receives health information or is authorized to process PHI for every feature.

Wellness Coach will provide notice of material changes to Subprocessors as required under applicable law or under a Data Processing Addendum (DPA), where applicable.

AI model providers process user data to generate responses and to perform only the related processing permitted under Section 31.7. User data submitted to AI Features is not used to train or fine-tune AI models. Any operational logging or evaluation is separately limited under Section 31.7 and does not create permission for model training.

Wellness Coach may engage Subprocessors to provide the Services subject to appropriate confidentiality, security, purpose-limitation, and other contractual obligations required by law and the governing agreement. Acceptance of these Terms does not replace any separate permission, authorization, business associate agreement, or transfer safeguard required for a particular data flow. PHI may be processed only through providers and configurations authorized for that purpose under Section 31.7.

30. Data Retention and Deletion

Wellness Coach retains personal information only for the purposes and periods described in the Privacy Policy, applicable feature notices, governing contracts, and law. These requirements apply to uploaded health or laboratory files, AI inputs and outputs, session records, logs, and associated metadata. Information will not be retained indefinitely merely because it relates to an AI Feature or service improvement.

Upon account or employer-program termination, and in response to a valid deletion request, Wellness Coach will delete, return, or lawfully de-identify personal information as applicable under the Privacy Policy, governing contracts, and law. Any legally permitted retention exception is limited to its necessary purpose and period. Deletion obligations extend to relevant service providers as required by law and contract; retained backups remain protected and are removed under the applicable disposal cycle. De-identification is not a substitute for deletion where applicable law requires deletion.

31. Use of Artificial Intelligence

31.1. Scope and Relationship to the Agreement

This Section 31 (the “AI Terms”) applies to all AI-assisted features offered through the Services, including any feature that uses machine learning, generative AI, computer vision, or a comparable AI technique (an “AI Feature”), when you elect to use that feature. These AI Terms apply regardless of the name of the AI Feature and form part of these Terms.

These AI Terms operate together with these Terms, the Privacy Policy, applicable feature notices, and any governing signed Customer agreement, statement of work, data-processing addendum, business associate agreement, and security terms (collectively, the “Agreement”). A signed agreement controls to the extent of a conflict for the Services and parties it covers, unless the parties expressly agree otherwise in writing. These AI Terms do not amend a separate signed agreement or override non-waivable legal duties. A general description of processing in the Privacy Policy does not enlarge a more specific restriction on AI or health-data processing in these Terms or a governing agreement.

An “End User” is an individual authorized to use the Services, including you when you use an AI Feature. A “Customer” is an organization that contracts for the Services. “Customer Data” has the meaning given in the applicable customer agreement and includes limited eligibility information supplied by the Customer. Information voluntarily submitted by an End User is treated according to the Agreement and applicable privacy notices.

31.2. Optional Use, Notice, and Consent

AI Features are optional. Wellness Coach will provide an appropriate notice and obtain the End User’s affirmative consent before the End User submits information for an AI-assisted interaction.

Every AI Feature requires the End User’s affirmative opt-in to that specific feature. Customer sponsorship, eligibility data, account provisioning, or administrator configuration does not constitute End User opt-in. Customer administrators may not opt employees in or submit employee health or wellness information to an AI Feature on their behalf. Wellness Coach must not enable processing for an AI Feature until the required notice, consent mechanism, and applicable data-processing safeguards are in place.

An End User may decline an AI Feature without losing access to contracted non-AI Services otherwise available under the applicable program. Wellness Coach does not make employment or benefit decisions based on AI participation, and Customers must not condition employment, benefits, program eligibility, or access to contracted non-AI Services on AI use. Availability of particular non-AI Services remains subject to the applicable program.

AI processing occurs only after an End User initiates or affirmatively enables the applicable interaction. Wellness Coach will not use AI to make decisions about any individual concerning employment, benefit eligibility, insurance, credit, collections, or similar high-impact matters.

An End User may stop using an AI Feature or withdraw consent prospectively through available product controls or by contacting support@wellnesscoach.live. Withdrawal stops future optional processing based on that consent and does not affect the lawfulness of processing already completed. Information already processed remains subject to applicable access, deletion, retention, and other privacy rights. The protections against conditioning employment, benefits, and access to contracted non-AI Services in this Section continue to apply.

Before an End User submits information to an AI Feature, Wellness Coach will identify that AI is used and provide notice of the feature’s general purpose, material data use, important limitations, available human support, and how the End User may stop or withdraw consent. A conversational AI will identify itself as an AI-powered virtual assistant and will not represent itself as a human.

31.3. AI Features Covered

Wellness navigation. Helps consenting End Users identify relevant coaches, programs, books, and wellness content based on the End User’s request and stated interests.

Nutrition assistance. At the End User’s option, analyzes meal descriptions or meal images to estimate nutritional information and provide wellness-oriented insights. Estimates may be incomplete or inaccurate and should be independently reviewed.

Personalized recommendations and engagement. Recommends wellness content, activities, and meal options using information and preferences voluntarily provided by the End User, and may provide AI-assisted reminders, motivational messages, or wellness prompts where enabled by the End User.

Personalized wellness goals and plans. Where available and affirmatively enabled, AI Features may use information voluntarily supplied by an End User, including optional uploaded wellness, health, or laboratory information, to extract, organize, or summarize that information and suggest general wellness goals, activities, plans, and questions to discuss with a qualified healthcare professional. An enabled feature may compare reported values with stated or configured reference ranges and display automated flags or severity labels for professional review. These comparisons, flags, and labels may be incomplete or incorrect and do not establish a diagnosis, clinical significance, or an individual’s medical risk. They do not replace professional interpretation or authorize treatment decisions. A feature accepts health or laboratory information only within its disclosed purpose and authorized processing configuration. The limitations in Section 31.5 apply.

AI Features provide bounded assistance. Where a feature expressly offers automation, it may carry out only the disclosed workflow that the End User affirmatively enables or authorizes, such as booking a wellness class or sending an enabled reminder. Actions remain subject to the permissions, notices, and controls for that workflow. AI Features may not initiate undisclosed transactions or disclosures, contact third parties outside an authorized workflow, alter records outside that workflow, or make binding medical, employment, insurance, benefit, or other high-impact decisions. An End User may disable an enabled automation through available controls or Support; disabling it does not by itself reverse an action already completed.

31.4. Intended Use and Human Oversight

AI outputs support wellness education, navigation, engagement, and general wellness recommendations. End Users should decide whether an output is suitable for their circumstances. These review responsibilities do not replace Wellness Coach’s or a provider’s own legal, safety, privacy, or contractual obligations.

Customers and End Users must apply appropriate human review before relying on an output. Wellness Coach may use automated safeguards, structured output constraints, content filtering, monitoring, and human escalation to reduce foreseeable risk.

An End User may disregard an output, request a different recommendation where supported, report a concern, or seek assistance through Wellness Coach support.

Users may request human support or review of AI-generated content by contacting Support. Wellness Coach will assess reported concerns and determine the appropriate response, which may include investigation, correction, referral to suitable support, or escalation. A support review is not a clinical consultation, a guarantee that an output is correct, or an assurance that every AI response is reviewed by a person before delivery.

31.5. Health and Safety Limitations

AI Features provide general wellness information and are not a substitute for professional medical advice, diagnosis, treatment, emergency services, or the independent judgment of a licensed healthcare professional.

End Users should consult an appropriate healthcare professional before acting on information that may affect a medical condition, medication, allergy, pregnancy, or other clinical matter. Emergency or potentially urgent conditions should be directed to emergency services or an appropriate healthcare provider.

AI Features covered by these Terms are intended for general wellness and must not be relied upon to diagnose a disease, independently determine the clinical significance of laboratory findings, prescribe or adjust medication, or direct treatment. Automated summaries, reference-range comparisons, flags, and severity labels are informational prompts for professional review and are not a substitute for clinical interpretation. If uploaded information or an output raises a medical concern, seek qualified clinical review. Do not rely on an AI Feature to identify every abnormal or urgent result, monitor your condition, or alert you to an emergency. Any function intended for regulated clinical use must satisfy the applicable legal, regulatory, professional, and contractual requirements before it is offered for that use.

AI Features are not emergency or crisis services. For emergency or potentially urgent concerns, seek emergency services or an appropriate healthcare provider. A request for ordinary support or human review is not a substitute for emergency assistance.

AI outputs do not determine or guarantee coverage, benefits, medical necessity, services, or costs. For such matters, contact the applicable plan, benefits administrator, or qualified provider.

31.6. Prohibited Uses

Customers and End Users may not use an AI Feature to make or substantially determine employment, hiring, termination, compensation, benefit eligibility, insurance, lending, credit, collections, housing, or other legally significant decisions about an individual.

AI Features may not be used for unlawful discrimination, profiling that produces an unlawful adverse effect, surveillance outside the agreed service, deceptive impersonation, harassment, exploitation, or generation of unlawful or harmful content.

Customers and End Users may not attempt to bypass safeguards, extract system prompts or credentials, introduce malicious code, conduct unauthorized security testing, reverse engineer restricted components, or use outputs to develop a competing model except as permitted by law or written agreement.

Customers and End Users should not submit information that is unnecessary for the selected feature. Customer administrators may not opt employees in or submit employee health or wellness information to an AI Feature on their behalf, as provided in Section 31.2.

31.7. Data Handling and Privacy

Wellness Coach will limit AI processing to information reasonably necessary for the enabled feature and its permitted security, support, and operational purposes. Processing must remain within the Agreement, applicable notices, lawful permissions, and law. Identifiable health information may not be reused for an unrelated purpose merely because a feature supports personalization, analytics, or service improvement.

Customer-provided eligibility information is used to administer access to the Services according to the Customer’s program. It is not used by Wellness Coach to make employment, benefit, or insurance decisions and must not be included in an AI prompt unless necessary for an End User-enabled feature, disclosed for that purpose, and permitted by the applicable Agreement and law.

AI functionality may use large language models and other AI models. User data submitted to AI Features, including prompts, uploaded files, health information, outputs, and identifiable interaction logs, is not used to train or fine-tune AI models. Before authorizing an AI provider to process this data, Wellness Coach must establish contractual restrictions prohibiting its use to train or improve the provider’s underlying models and approve the service and processing configuration for the data and purpose. Inference, security logging, troubleshooting, and permitted evaluation are subject to the separate purpose, access, and retention restrictions in this Section and do not authorize model training.

Wellness Coach may use authorized AI infrastructure and model providers, including providers identified in the Subprocessor list, to support enabled AI Features. Providers may process only the information permitted for the selected service under applicable notices, governing contracts, and law, and must be subject to appropriate confidentiality, security, and processing restrictions. The Subprocessor list and applicable contractual notices describe provider use and changes. A provider’s inclusion in that list does not establish authorization to receive PHI.

AI inputs, uploaded files, outputs, and interaction records are retained under the periods and criteria in the Privacy Policy, applicable feature notices, governing agreements, and law. Access is limited to authorized personnel and providers for permitted purposes. Return and deletion requests, legally permitted retention exceptions, provider copies, and backups are handled under Section 30. These Terms do not authorize a longer retention period than an applicable governing requirement.

AI Features may process health or wellness information, including protected health information (“PHI”) where applicable, for an enabled feature and its disclosed, legally permitted purposes. Whether information is PHI and whether Wellness Coach is a HIPAA covered entity, business associate, or subcontractor depend on the applicable law, program, and activities, rather than these Terms alone. Where Wellness Coach processes PHI on behalf of a covered entity or business associate, a legally required business associate agreement must be in place, and processing must be limited to its permitted purposes. Downstream providers and configurations handling that PHI must be authorized for that processing and subject to any required business associate and security obligations. These Terms and ordinary feature opt-in do not replace a HIPAA authorization or other separate permission required for a use or disclosure.

Submit only information relevant to a feature that is designated to receive it and that you have the right to provide. Wellness Coach will apply data minimization and appropriate safeguards to health inputs, uploaded files, outputs, and associated metadata. Consumer health information that is not PHI remains subject to applicable privacy and consumer health-data law, including required notices, permissions, access and deletion rights, and transfer safeguards. Acceptance of these Terms does not authorize unrelated sharing, sale, advertising use, or other processing for which a separate legal basis or permission is required.

AI prompts, outputs, files, and associated metadata may be logged or reviewed only as necessary for disclosed safety monitoring, security, troubleshooting, support, or permitted evaluation and improvement of the selected service. Use of identifiable health information for those purposes must be allowed by the applicable privacy notice, legal basis, required permission, governing agreement, and any applicable business associate agreement. Lawfully de-identified information may be used only within applicable legal and contractual limits; removal of a name alone does not establish de-identification. Logging does not authorize model training, unrelated reuse, or indefinite retention.

Sections 1, 29, and 30 govern applicable privacy practices, Subprocessors, retention, and deletion. The restrictions on model training in this Section apply to AI processing and logging. For Employer Subscriptions, Section 32 governs employer reporting and access to identifiable information.

31.8. Security and Incident Management

Wellness Coach applies its information-security program to AI Features, including role-based access, authentication controls, encryption in transit and at rest where applicable, logging, monitoring, change management, vulnerability management, vendor review, and incident-response procedures.

Suspected or actual incidents affecting AI-related personal or health information are subject to the incident assessment and notification requirements in Section 2, the governing Agreement, and applicable law. Those requirements apply to individual users as well as Customers and are not delayed pending internal confirmation where a statutory or contractual notice trigger has occurred.

Customers and End Users should promptly report suspected misuse, unsafe outputs, privacy concerns, or security issues through the Wellness Coach support or security contact provided in the Agreement.

31.9. Accuracy, Limitations, and Output Review

AI outputs are probabilistic and may contain errors, omissions, bias, or content that is incomplete or not suitable for a particular End User. Wellness Coach does not represent that every output will be unique, error-free, or appropriate for every circumstance.

End Users should verify material information before relying on an output. Customers must not represent an AI output as a professional diagnosis, guaranteed result, or binding decision by Wellness Coach.

Wellness Coach may correct, suppress, or disable an output or AI Feature when reasonably necessary to address safety, privacy, security, legal, quality, or contractual concerns.

Where AI Features offer multilingual support, translations may not fully capture nuance or cultural context.

AI Features may produce inaccurate, incomplete, outdated, biased, or culturally inappropriate content. Personalized general wellness information is not clinical advice or a basis for diagnosis, treatment, medication changes, or other medical decisions. Consult a qualified healthcare professional for medical concerns and verify information material to your circumstances.

AI-generated recommendations, observations, or insights may be personalized for general wellness, including nutrition and activity preferences. They are not personalized medical advice, clinical nutrition therapy, psychotherapy, or other professional clinical guidance. Users remain responsible for evaluating wellness outputs, while Wellness Coach’s duties and any liability remain subject to applicable law, Section 22, and the governing Agreement.

31.10. Inputs, Outputs, and Intellectual Property

As between the parties, the customer and End User retain their respective rights in information they submit. Wellness Coach retains its rights in the platform, AI Feature configuration, prompts, workflows, software, documentation, and related intellectual property.

Subject to the Agreement and applicable law, an End User may use an output for the personal wellness purpose for which it was generated. AI outputs may be similar to outputs provided to others and may not qualify for intellectual-property protection.

Customers and End Users are responsible for ensuring they have the right to submit content to an AI Feature and that their use of an output does not violate law or third-party rights.

31.11. Monitoring, Testing, and Change Management

Wellness Coach will apply governance proportionate to an AI Feature’s intended use and risk. This includes appropriate review of data permissions, security and privacy, accuracy and reliability, harmful bias, user safety, provider dependencies, and legal and contractual requirements, with testing, release controls, monitoring, and corrective action as appropriate. These obligations do not establish that a particular feature has regulatory clearance or that every output has undergone human review. Monitoring and testing may include automated checks, sampled review, and human escalation; they do not mean that every AI output is reviewed by a person before it is shown to an End User.

Wellness Coach may update models, prompts, safeguards, providers, or feature behavior. Material changes affecting customer commitments, data use, or risk will be managed under the Agreement, applicable notices, and Wellness Coach change-management and vendor-management processes.

Wellness Coach may suspend or retire an AI Feature when necessary for security, safety, compliance, provider availability, product quality, or business reasons, subject to the Agreement.

Wellness Coach will review these AI Terms and supporting governance policies at least annually and when a material new AI Feature or change affects intended use, processing, providers, or risk. Required notices, permissions, contractual disclosures, and safeguards must be addressed before the affected processing begins. Changes to these Terms remain subject to the notice and effective-date provisions above.

Human oversight may include review of reported or flagged outputs, risk assessment, investigation, and appropriate escalation. The level of review depends on the feature and the concern. An AI response does not imply that a person reviewed it before delivery, and ordinary human support is not a licensed clinical review unless expressly identified as such.

Personnel responsible for AI operation, governance, security, and support will receive training appropriate to their roles. Wellness Coach will maintain processes for management review, incident handling, and corrective action appropriate to the Services. Governance practices do not constitute a certification, a guarantee of accuracy or safety, or a determination that a function is exempt from applicable regulation.

31.12. Customer Responsibilities

The customer will configure and communicate AI availability consistently with the agreed service; will not require an employee to use an AI Feature; will not opt an employee in, submit health or wellness information on an employee’s behalf, or condition employment, benefits, Wellness Coach eligibility, or access to contracted non-AI services on AI use; and will not use AI outputs to infer or obtain individual health information for employment or benefit decisions.

The customer will ensure its administrators and authorized users comply with these AI Terms and will notify Wellness Coach of suspected misuse or a material concern relating to an AI Feature.

31.13. Warranty, Liability, and No Expansion of Regulated Services

The warranties, disclaimers, indemnities, limitations of liability, remedies, and dispute provisions in the Agreement apply to AI Features only to the extent permitted by applicable law. These AI Terms do not expand contractual liability or displace a controlling signed agreement, statutory right, professional obligation, privacy duty, or other obligation that cannot lawfully be excluded or limited.

AI Features covered by these Terms support general wellness and do not make binding clinical, insurance, employment, credit, or other high-impact decisions. Wellness Coach’s regulated status and obligations depend on applicable law and its actual activities. Neither a disclaimer nor the absence of a signed agreement eliminates a regulated status or duty imposed by law.

Wellness Coach does not warrant that a coming-soon or preview feature will become generally available by a particular date or in a particular form. Any warranty or liability relating to an enabled release remains governed by the Agreement. Section 9 applies to future functionality.

For AI Features, the disclaimers, indemnities, limitations of liability, and dispute-resolution provisions in Sections 20 through 24 continue to apply, subject to any controlling signed customer agreement as described in Section 31.1.

31.14. Questions and Reporting

Questions about these AI Terms or an AI Feature, and requests for human support or review, may be directed to support@wellnesscoach.live. Privacy, security, unsafe-output, and other AI concerns may be reported to compliance@wellnesscoach.live or to the applicable contact identified in the Agreement.

Wellness Coach will review reported concerns and, where appropriate, investigate, correct or remove affected content, provide support, adjust safeguards, or escalate the matter under its incident-management and compliance processes.

Users may report unsafe, inappropriate, biased, or harmful AI outputs to compliance@wellnesscoach.live. Reports will be handled confidentially to the extent consistent with investigation, governing agreements, and law. Ordinary email is not anonymous. Avoid sending laboratory files, health records, or other sensitive information by ordinary email; contact Support to identify an appropriate channel designated to receive that information.

Significant AI incidents, customer complaints, inaccurate outputs, or unexpected system behavior will be reviewed and, where appropriate, escalated through established governance and incident-management processes. Customer-specific complaint or escalation routes apply where configured and agreed for the applicable service.

32. Employer Data Governance and Reporting

For employer-sponsored Services, routine employer wellness analytics are provided as aggregated metrics presented without identifying an individual. Separate program-administration reports may include limited identifiable eligibility, enrollment, or participation information only for a disclosed and authorized purpose under the applicable program, governing agreement, and law, with any separate permission or authorization required by law. Such reports must be limited to the necessary data fields and approved recipient roles and access permissions. Employer sponsorship alone does not authorize access to an individual’s private health information or AI interactions. Routine employer wellness analytics exclude:

• individual session attendance

• individual behavior or activity data

• personal notes, journal entries, or assessments

• any coaching transcripts or conversation history

• any identifiable personal or wellness information

Individual wellness results may be disclosed to an employer or other recipient only at the individual’s separate direction or authorization when legally valid, or where disclosure is otherwise required or permitted by law under the applicable program and governing agreement. Participation or acceptance of these Terms alone is not authorization to disclose private results to an employer. Identifiable participant-visible challenge metrics or social activity are governed by the applicable feature notice and participation choices and are distinct from routine employer reporting. Aggregation must be assessed for re-identification risk; describing information as de-identified requires the applicable legal standard. Customers must not use AI participation, private health information, or AI outputs to make employment or benefit decisions, as provided in Section 31.