Terms of Service

These Terms of Service ("Terms") govern your access to and use of the services provided by Scienza Health, Inc. ("Scienza," "we," "us," or "our"), including our website at www.scienzahealth.com, the Gia™ AI platform, Digital Human™ agents, and related healthcare technology services (collectively, the "Services"). By accessing or using our Services, you agree to be bound by these Terms and our Privacy Policy.

1. Acceptance of Terms

By accessing, browsing, or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our Services. These Terms constitute a legally binding agreement between you and Scienza Health.

If you are using our Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

2. Description of Services

Scienza Health provides AI-powered healthcare technology solutions, including:

• Gia™ AI Platform: Multi-modal healthcare analytics platform with voice AI technology
• Digital Human™ Agents: Nine specialized AI agents including Cognitive, Nurse, Access, Scribe, Consultant, Interpreter, Coder, Contact Center, and Master agents
• Voice Biomarker Technology: Speech pattern analysis for cognitive screening and health insights
• Wearable Integration: Connection with health monitoring devices for comprehensive patient data
• EHR Integration: Seamless integration with electronic health record systems

Our Services are designed for healthcare professionals and organizations to improve patient care, automate documentation, and enhance clinical decision-making.

3. Medical Disclaimer

All results and insights provided by our Services are for informational purposes only and should not replace professional medical judgment. Healthcare professionals must always use their clinical expertise and consult additional sources when making medical decisions.

Our platform is FDA registered as a Class II medical device software where applicable, but users must comply with all relevant regulatory requirements in their jurisdiction.

4. User Accounts and Registration

To access certain features of our Services, you must create an account and provide accurate, current, and complete information. You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized use of your account
• Ensuring that your account information remains accurate and up-to-date

We reserve the right to suspend or terminate accounts that violate these Terms or pose a security risk.

5. Acceptable Use Policy

You agree to use our Services only for lawful purposes and in accordance with these Terms. You must not:

• Use the Services for any illegal or unauthorized purpose
• Attempt to gain unauthorized access to our systems or other users' accounts
• Transmit viruses, malware, or other harmful code
• Interfere with or disrupt the Services or servers
• Use the Services to violate any applicable laws or regulations
• Share access credentials with unauthorized users
• Reverse engineer, decompile, or attempt to extract source code

Healthcare professionals must use our Services in compliance with all applicable healthcare regulations, including HIPAA, state medical practice laws, and institutional policies.

6. Intellectual Property Rights

The Services and all content, features, and functionality are owned by Scienza Health and are protected by copyright, trademark, and other intellectual property laws. This includes:

• Digital Human™ trademark
• Gia™ AI platform and related technologies
• Proprietary AI algorithms and voice biomarker technology
• Software, databases, and system architecture
• Documentation, training materials, and user interfaces

You are granted a limited, non-exclusive, non-transferable license to use our Services for their intended purpose. You may not reproduce, distribute, modify, or create derivative works without our express written permission.

7. Privacy and Data Protection

Your privacy is important to us. Our collection, use, and protection of your personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

For healthcare organizations and covered entities, we provide Business Associate Agreements (BAAs) to ensure HIPAA compliance. We implement appropriate technical and organizational safeguards to protect Protected Health Information (PHI).

By using our Services, you acknowledge that data may be processed in the United States and other countries where we or our service providers operate.

8. Payment Terms and Subscriptions

Certain Services require payment of fees. By subscribing to paid Services, you agree to:

• Pay all applicable fees as described in your service agreement
• Provide accurate billing information and promptly update it as needed
• Pay fees in advance for each billing cycle
• Accept that fees are non-refundable except as expressly stated

We reserve the right to modify pricing with 30 days' notice. Continued use of the Services after price changes constitutes acceptance of the new pricing.

9. Service Level Agreement

We strive to maintain high service availability and performance standards:

• Uptime: We target 99.99% uptime for our core Services
• Support: Technical support available during business hours
• Maintenance: Scheduled maintenance will be announced in advance
• Data Backup: Regular backups with disaster recovery procedures

While we work to minimize service interruptions, we cannot guarantee uninterrupted access due to factors beyond our control.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SCIENZA HEALTH SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES.

OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS RELATING TO THE SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM.

Some jurisdictions do not allow the exclusion of certain warranties or limitations of liability, so some of the above limitations may not apply to you.

11. Indemnification

You agree to indemnify, defend, and hold harmless Scienza Health, its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from your use of the Services, violation of these Terms, or infringement of any third-party rights.

12. Termination

Either party may terminate these Terms at any time with or without cause. Upon termination:

• Your access to the Services will be immediately suspended
• You must cease all use of our intellectual property
• We will provide you with access to export your data for a reasonable period
• We may delete your data after the retention period specified in our Privacy Policy

Sections that by their nature should survive termination (including intellectual property, liability limitations, and dispute resolution) will continue to apply.

13. Dispute Resolution

These Terms and any disputes arising out of or relating to the Services shall be governed by the laws of the State of California, without regard to conflict of law principles.

Any legal action or proceeding relating to these Terms shall be brought exclusively in the federal or state courts located in Orange County, California.

For disputes under $10,000, the parties agree to attempt resolution through good faith negotiation before pursuing formal legal proceedings.

14. Changes to Terms

We may modify these Terms at any time by posting the updated Terms on our website. We will notify you of material changes by email or through our Services.

Your continued use of the Services after the effective date of any changes constitutes your acceptance of the modified Terms.

15. Miscellaneous

Entire Agreement: These Terms, together with our Privacy Policy and any other legal notices published by us, constitute the entire agreement between you and Scienza Health.

Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

Waiver: No waiver of any term or condition shall be deemed a continuing waiver of such term or any other term.

16. Contact Information