Terms


Terms of Use Agreement

This Agreement sets forth the terms and conditions under which customers may access and utilize the Healthetile Health Monitoring Platform. By accessing or utilizing the Healthetile Platform, you agree to adhere to these terms and conditions. In instances where a separate, mutually executed Agreement exists between Healthetile and the Customer regarding platform use, such Agreement will prevail in the event of any inconsistency with these Terms.

Important Disclaimer – Research Use Only

The WeBe Health Monitoring Platform, including all associated hardware, software, mobile applications, and cloud services, is not intended for medical diagnosis, cure, mitigation, treatment, or prevention of disease. It is designed and provided for research and informational purposes only. The Platform has not been reviewed or cleared by the U.S. Food and Drug Administration (FDA) and is not a substitute for professional medical advice or clinical decision-making. By using the Platform, the Customer acknowledges and agrees that it will not represent or use the Platform as a medical device or for any clinical application requiring FDA clearance or equivalent regulatory approval.

Amendments to the Terms

Healthetile reserves the right to modify these Terms at any time. Such modifications become effective immediately upon the posting of the revised Terms and supersede all prior versions. Continued use of the Healthetile Platform or any related services after any such changes shall constitute your consent to such changes.

Modifications to Services

Healthetile reserves the right, at its sole discretion, to modify, suspend, or discontinue any aspect of the WeBe Health Monitoring Platform or any related Services (including hardware, mobile applications, software features, or cloud functionality) at any time, with or without notice. Such modifications may include, but are not limited to, updates to functionality, technical changes, design improvements, or the discontinuation of certain features or Services. Healthetile will not be liable to the Customer or to any third party for any modification, suspension, or discontinuation of the Services.

Modifications to Terms

Healthetile may revise or update these Terms of Use from time to time, including to reflect changes in law, regulatory guidance, technology, or business practices. Any such revisions will be effective immediately upon posting of the updated Terms on Healthetile’s website or through the Platform, unless otherwise stated. The most current version of these Terms will supersede all prior versions.

Acceptance of Modifications

Continued access to or use of the WeBe Health Monitoring Platform or any Services after the posting of modifications constitutes the Customer’s acceptance of such modifications. If the Customer does not agree to the modified Terms, the Customer must immediately cease using the Platform and Services.

Article 1: Definitions

In these Terms of Service, the following definitions apply:

1.1 Affiliate refers to any branches, offices, subsidiaries, related companies, or any entities that directly or indirectly have control over, are controlled by, or are under common control with Healthetile. For the purposes of this definition, “control” is defined as owning, directly or indirectly, at least 50% of the voting interests of an entity, or possessing the authority to direct the management and policies of the entity.

1.2 Agreement refers to any separate written contract between Healthetile and the Customer, signed by both parties, that specifies terms of use for the Healthetile Health Monitoring Platform which are not outlined within these Terms.

1.3 Applicable Data Protection Law refers to any applicable data protection, privacy, cybersecurity, or other related laws that protect any Customer Personal Data and/or relate to Healthetile’s processing of such data under this agreement. This includes, but is not limited to, the Health Insurance Portability and Accountability Act (HIPAA); the Children’s Online Privacy Protection Act (COPPA); relevant state laws such as the California Consumer Privacy Act (CCPA) and the Virginia Consumer Data Protection Act (VCDPA); and any amendments, regulations, or binding subregulatory guidance related thereto.

1.4 Confidential Information refers to any information, documentation, or software, in any form or medium, disclosed under these Terms by one party to the other party. The recipient of such information is aware, or should reasonably be aware, that the information is intended for confidential treatment, irrespective of whether it has been explicitly designated as “Confidential”. (a) Confidential Information expressly includes any intellectual property of Healthetile that forms part of the WeBe Health Monitoring Platform, including but not limited to, any source code, technical design documentation, specifications, and similar documentation.

(b) Exclusions to Confidential Information: Confidential Information does not include any information that: (i) Was lawfully known to the receiving party prior to its disclosure by the disclosing party without any confidentiality obligation. (ii) Becomes publicly available through no breach of these Terms or any other confidentiality obligation. (iii) Is independently developed by the receiving party without reference to or use of the disclosing party’s Confidential Information.

1.5 Customer refers to the legal entity that has placed an order with Healthetile for access to and use of the WeBe Health Monitoring Platform.

1.6 Customer Personal Data means the Personal Data that Healthetile processes on behalf of the Customer, in compliance with these Terms. This includes data processed as part of the provided Data Services.

1.7 Digital Biomarker means a software-based indicator derived from data generated by the Data Services, calculated through algorithms designed to detect, measure, or characterize physiological or behavioral states or responses.

1.8 Documentation entails any written materials or instructional content developed by Healthetile regarding the proper usage, technical capabilities, or design of the WeBe Health Monitoring Platform or any portion of it.

1.9 Healthetile is defined as follows: Healthetile LLC, a corporation established under the laws of Delaware, with offices located at 20830 Stevens Creek Blvd #1226, Cupertino, CA 95014, United States.

1.10 Healthetile Health Monitoring Platform refers to the technological solution provided to the Customer, encompassing wearable devices, mobile applications, Healthetile’s cloud infrastructure, user interfaces for Data Services, and any other software, hardware, or services offered by Healthetile in conjunction with that solution.

1.11 Order is defined as any form of writing that collectively establishes the agreement between Healthetile and the Customer regarding the scope, quantity, duration, and price of the subscription to the WeBe Health Monitoring Platform and any related services. This includes pro forma invoices, invoices, orders made through authorized websites, agreements between Healthetile and Customer, or any other legally binding communication initiated by Healthetile.

1.12 Participant denotes a natural person who takes part in a research study conducted by the Customer using the WeBe devices and applications integral to that study.

1.13 Participant Personal Data encompasses all information relating to an identified or identifiable individual, where “identifiable” is defined as being able to recognize the individual directly or indirectly by reference to identifiers like names, identification numbers, location data, online identifiers, or to factors specific to the individual’s physical, physiological, genetic, mental, economic, cultural, or social identity. This also includes data pertaining to a specific household or electronic device linked to a person.

1.14 Services include the WeBe Health Monitoring Platform and any additional services provided by Healthetile as part of or in support of the platform, with each service being subject to specific terms outlined in an Order.

1.15 Data Services refer to (a) raw data collected by Healthetile from participants via the WeBe Health Monitoring Platform, and (b) derived data about these participants that is processed by Healthetile for the Customer.

1.16 Platform represents the cloud platform and mobile applications that Healthetile makes available to the Customer through the relevant customer logins.

1.17 Subscription Term indicates the period of the subscription for the Services as detailed in an Order. It begins on the start date specified in the Order, or, if no start date is provided, on the date the Order becomes available to the Customer.

1.18 User refers to an individual designated by the Customer who is authorized to access and use the WeBe Health Monitoring Platform on behalf of the Customer.

1.19 Other Definitions used within these Terms are defined in the context in which they appear and should be interpreted accordingly.

Article 2: WeBe Health Monitoring Platform

2.1 Description of the Services. These Terms govern Customer’s access to and use of the WeBe Health Monitoring Platform. The WeBe Health Monitoring Platform is a technological solution used by the Customer to collect Data Services and may include some or all of the following: (a) Devices that collect raw Data Services while worn by Participants (“Hardware”); (b) Mobile applications that operate on Participants’ mobile devices, transmitting the Data Services to Healthetile’s cloud infrastructure; (c) Healthetile’s cloud infrastructure used for providing Data Services; (d) Any user interfaces that allow for viewing and interacting with Data Services; and (e) Any other software, hardware, data access, or services integrated into the WeBe Health Monitoring Platform.

2.2 Orders. The specific quantities and Subscription Term of Customer’s use of the WeBe Health Monitoring Platform, along with any other software, hardware, or services provided by Healthetile in conjunction with the WeBe Health Monitoring Platform, will be defined through an Order. These collectively constitute the “Services” provided under these Terms. All such Services are subject to Healthetile’s acceptance of the Order and these Terms.

2.3 Customer Standard Terms Prohibited. The Customer acknowledges and agrees that its general terms and conditions, terms attached to purchase orders or payment details, or any other form of communicated, click-through, or click-wrap terms are not binding on Healthetile and are unenforceable under these Terms, except where expressly agreed to by Healthetile in writing.

2.4 Platform Modifications. Healthetile reserves the right to freely modify or discontinue any aspect of the WeBe Health Monitoring Platform, including the Documentation, at Healthetile’s sole discretion. The Customer may not continue to operate any component of the WeBe Health Monitoring Platform in contravention of such changes and may not take steps to interfere with any technical measures implemented by Healthetile to restrict unintended use.

2.5 Digital Biomarker Modifications. Customer acknowledges that the Digital Biomarkers used by Healthetile in performing the Services may be modified from time to time. Healthetile will inform the Customer of such modifications when they occur.

2.6 Change Requests. Any change to the scope, quantity, or Subscription Term of the Services must be in the form of a writing signed by Healthetile that specifies the nature and scope of the change. Change requests may not be imposed on Healthetile without Healthetile’s express and prior written consent.

Article 3: Mutual Obligations

3.1 Delivery of the Services. Healthetile will, for the duration of the Subscription Term, deliver the Services in accordance with the scope, quantity, and duration set out in the applicable Order related to the WeBe Health Monitoring Platform.

3.2 Qualified Resources. Healthetile will perform the Services using personnel and/or subcontractors who possess appropriate skills, experience, and qualifications. Further, the Services will be carried out in a professional and workmanlike manner, consistent with generally recognized industry standards for similar services.

3.3 Use of Subcontractors. Healthetile may employ subcontractors to deliver parts of the Services, including elements of the WeBe Health Monitoring Platform. Healthetile will exercise reasonable diligence to ensure that its subcontractors are bound by terms and conditions no less restrictive than those outlined in these Terms and will remain accountable for the performance of its subcontractors as though it were Healthetile itself. Upon request, Healthetile will provide the Customer with a list of subcontractors who have access to Customer Personal Data.

3.4 Conforming Use. The Customer will use the WeBe Health Monitoring Platform only in accordance with these Terms.

3.5 Assistance and Collaboration. The Customer agrees to promptly provide all necessary information that Healthetile may reasonably require to perform the Services. The Customer acknowledges that failing to provide timely information or resources for the use of the Services may impact Healthetile’s ability to deliver the Services effectively.

3.6 Participant Anonymity. The Customer will decide which participants will use the Hardware devices and whose data will be collected in the WeBe Health Monitoring Platform. Under no circumstances will the Customer disclose the identities of these participants to Healthetile or input any identifying data about the participants (other than the pseudonymous identifier associated with the device) into the WeBe Health Monitoring Platform.

3.7 Authorization of User Logins. The Customer will determine which members of its workforce may access and use the WeBe Health Monitoring Platform. The Customer will inform these Users of their obligations under these Terms. However, the Customer must not authorize any individual to use the WeBe Health Monitoring Platform who (a) intends to use it for or on behalf of any entity other than the Customer, or (b) is employed by or represents any entity considered by Healthetile to be a competitor (“Prohibited Individuals”), without express prior written consent from Healthetile. Healthetile reserves the right to deny access to the WeBe Health Monitoring Platform to any Prohibited Individuals or to condition such access on agreeing to a confidentiality agreement that is acceptable to Healthetile. The Customer remains responsible for any failure by its Users to comply with these Terms.

3.8 Protection of Logins. The Customer agrees to safeguard the login details of its Users and ensure that their use of these details complies with the rights granted under these Terms. The Customer will enforce these requirements among its Users and will notify Healthetile immediately if it becomes aware of any loss, theft, or compromise of User login details.

Article 4: Account Registration and User Credentials

4.1 Account Creation

Certain features of the WeBe Health Monitoring Platform, including data access, visualization, or device management, may require the Customer or its authorized Users to register for an account. Each User must provide accurate, complete, and up-to-date information during the registration process and promptly update such information as necessary to ensure its continued accuracy.

4.2 Account Responsibility

The Customer is responsible for all activities occurring under its account(s), including any actions taken by its Users. The Customer agrees to ensure that its Users maintain the confidentiality of all account credentials, including usernames, passwords, and authentication tokens. Healthetile shall not be liable for any losses or damages resulting from unauthorized use of the Customer’s account arising from the Customer’s or User’s failure to maintain security over such credentials.

4.3 Security Obligations

The Customer must immediately notify Healthetile at admin@healthetile.io of any suspected unauthorized access, use, or disclosure of account credentials or any other security breach related to the WeBe Health Monitoring Platform. The Customer agrees to cooperate fully with Healthetile in investigating and mitigating any such incidents.

4.4 Account Restrictions

User accounts are personal to the individual authorized by the Customer and may not be shared, transferred, or reassigned to another individual without Healthetile’s prior written consent. Healthetile reserves the right to suspend or terminate any account if it reasonably believes that the Customer or a User has violated these Terms, provided false information, or engaged in any activity that compromises the security or integrity of the Platform.

4.5 Access Controls

Healthetile may implement access-control measures, such as two-factor authentication or password complexity requirements, to enhance account security. The Customer agrees to comply with such measures and ensure its Users do the same.

Article 5: Proper Use of the WeBe Health Monitoring Platform

5.1 Proper Use. The Customer agrees to use the WeBe Health Monitoring Platform solely for its own internal research purposes, unless another use is expressly agreed to by Healthetile in writing. The Customer will ensure that its use of the WeBe Health Monitoring Platform complies fully with these Terms and any Documentation and instructions from Healthetile regarding proper use. The Customer will inform its Users about the proper use of the WeBe Health Monitoring Platform and will promptly notify Healthetile of any unauthorized or improper use by Users or otherwise.

5.2 Restrictions on Use. The Customer is expressly prohibited from: (a) Using the WeBe Health Monitoring Platform for any unlawful purposes; (b) Commercially exploiting the WeBe Health Monitoring Platform, including but not limited to selling, reselling, renting, transferring, distributing, or making available the platform on a time-sharing basis; (c) Creating derivative works from the WeBe Health Monitoring Platform, except as expressly authorized herein; (d) Disassembling, decompiling, or reverse engineering the WeBe Health Monitoring Platform, including any Hardware, software, user interfaces, or algorithmic outputs; (e) Using the WeBe Health Monitoring Platform to develop a competitive product or service; (f) Employing any means to scrape data from the WeBe Health Monitoring Platform, including software or devices designed to crawl, scrape, or spider any part of the platform; (g) Validating commercial applicability or obtaining regulatory approvals for competing technologies using data or insights gained from the WeBe Health Monitoring Platform.

5.3 Usage Limits and Restrictions. The Customer acknowledges that its use of the WeBe Health Monitoring Platform will be subject to reasonable usage limits. Specifically, the default number of Users that can be associated with one piece (unit) of WeBe hardware is limited to 10. Additionally, the maximum data download volume per month is restricted to 5GB via Amazon AWS, per account and the maximum number of downloads per data item is restricted to two per month, meaning that once a data item is downloaded, it may only be downloaded once more within the same month. The Customer agrees not to engage in unreasonably excessive use of the platform, and acknowledges that Healthetile may impose restrictions on such use, including technical measures to throttle or temporarily suspend User access.

5.4 Malware. The Customer agrees not to disrupt the operation of the WeBe Health Monitoring Platform through the introduction of viruses or other malicious code. The Customer will take reasonable steps to ensure that its use does not inadvertently introduce harmful software.

5.5 Prohibition on Government Use. Government use is permitted only where expressly authorized by Healthetile under a written contract.

5.6 Academic Subscriptions. Healthetile may offer subscriptions at discounted rates for qualified educational institutions or non-profit organizations engaged in educational or research activities (“Academic Institutions”). These are termed “Academic Subscriptions.” Use of the WeBe Health Monitoring Platform under an Academic Subscription is limited to: (i) Users who are either employees or students of the Academic Institution; (ii) Occurring at the location of the Academic Institution; (iii) Exclusively for purposes related to teaching, training, degree programs, and research that are part of the institution’s instructional functions. Academic Subscriptions may not be used for any commercial, professional, or other for-profit activities.

5.7 License Grant

Subject to the Customer’s continued compliance with these Terms, Healthetile grants the Customer a limited, non-exclusive, non-transferable, and non-sublicensable license to access and use the WeBe Health Monitoring Platform and all associated hardware, software, documentation, and materials (“Healthetile Materials”) solely for the Customer’s internal research and informational purposes during the applicable Subscription Term.

This license does not transfer any ownership interest in the Healthetile Materials or any intellectual property rights therein. All rights not expressly granted in these Terms are reserved by Healthetile.

5.8 Restrictions on Use

The Customer shall not, and shall ensure its Users do not:

(a) Copy, reproduce, distribute, publicly display, or publicly perform any Healthetile Materials except as expressly authorized herein;

(b) Modify, adapt, translate, or create derivative works of the Healthetile Materials or any portion thereof;

(c) Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying structure of any Healthetile software, firmware, or hardware component;

(d) Bypass, disable, or interfere with any access-control or security mechanisms implemented by Healthetile;

(e) Use the Healthetile Materials to develop, test, validate, or assist in developing a competing product, service, or algorithm;

(f) Rent, lease, lend, sell, sublicense, assign, or otherwise transfer the Healthetile Materials or any rights granted under these Terms;

(g) Use Healthetile trademarks, service marks, trade names, or logos without prior written consent; or

(h) Remove, obscure, or alter any proprietary notices, confidentiality legends, or copyright markings appearing on or within the Healthetile Materials.

5.9 Reservation of Rights

Healthetile retains all right, title, and interest in and to the Healthetile Materials, the WeBe Health Monitoring Platform, and all related intellectual-property rights, including but not limited to copyrights, patents, trademarks, trade secrets, and know-how. The Customer acknowledges that this license conveys no ownership rights and that any improvements or derivative intellectual property created by Healthetile remain its exclusive property.

Article 6: Financial Terms and Service Period

6.1 Fees. As consideration for Healthetile’s performance of the Services, the Customer will pay all fees specified in the applicable Order according to its terms. Unless otherwise noted in the Order, 100% of the fees are due upon execution of the Order.

6.2 Taxes. Fees do not include any taxes. This covers all state, national, and local taxes, corporate tax, business tax, goods and services tax, value added tax, ad valorem tax, capital gains tax, withholding tax, stamp duty, and any customs or import and export duties, along with all penalties, charges, costs, and tax additions imposed by any government, agency, or revenue authority. The Customer is solely responsible for its own tax obligations and any taxes applicable to its purchase of the Services.

6.3 Currency Conversion. Prices listed in the Order or on Healthetile’s website may be in a currency that is not the Customer’s local currency. Payments must be made in a currency accepted by Healthetile, and the Customer is solely responsible for any charges related to currency exchange.

6.4 Non-Payment. If the Customer fails to make any payment when due, in addition to all other remedies that may be available, the unpaid amounts will automatically accrue interest at a rate of 1.5 % per month or the maximum rate permitted by applicable law, whichever is lower. The Customer will also reimburse Healthetile for any reasonable costs incurred in collecting such unpaid amounts, including attorneys’ fees, court costs, and collection agency fees.

6.5 Subscription Term. The Services under an Order will be provided for the initial duration of the Subscription Term, which includes a default one-year free subscription with limited data storage on Amazon AWS. Unless terminated earlier as per these Terms, the Customer must cease using the WeBe Health Monitoring Platform upon the expiration of the Subscription Term and must purchase a subsequent subscription to continue service.

6.6 Access and Use Beyond the Subscription Term. Any continued access to and use of the WeBe Health Monitoring Platform beyond the initial one-year Subscription Term will be subject to additional charges at Healthetile’s then-current standard prices.

6.7 Termination for Cause. Either party may immediately terminate the Services if the other party materially breaches these Terms and such breach: (i) is incapable of cure, or (ii) remains uncured thirty (30) days after receiving written notice of the breach. Healthetile may also terminate the Services immediately under the following conditions: (a) Nonpayment by the Customer within thirty (30) days after the due date, following a thirty (30) days’ prior written notice of intent to terminate. (b) If Healthetile reasonably believes that the Customer’s continued use of the Services violates applicable law, termination may occur immediately upon written notice.

6.8 Termination for Convenience. Either party may terminate the Services at any time upon ninety (90) days’ prior written notice. Depending on who initiates the termination, this may involve the payment of outstanding Subscription Fees by the Customer or a refund of prepaid Subscription Fees by Healthetile, as detailed further in the Terms.

6.9 Effect of Termination. Upon termination, all Customer rights to access and use the WeBe Health Monitoring Platform will expire, and the Customer must immediately cease all such activities. Healthetile will allow the Customer access to data collected up to the date of termination for sixty (60) days thereafter, subject to the payment of any outstanding balances.

6.10 Suspension of Services. Healthetile may disable or suspend access to the WeBe Health Monitoring Platform without incurring any liability under the following circumstances: (a) Compliance with a judicial, law enforcement, or other governmental order. (b) Reasonable belief that the Customer or User has breached the Terms, or is involved in fraudulent or unlawful activities.

Article 7: Confidential Information

7.1 Duty of Confidentiality. Each of Healthetile and the Customer agrees to maintain the strictest confidentiality of the other party’s Confidential Information and to use such Confidential Information solely as necessary to fulfill its obligations under these Terms. Both parties shall protect the confidentiality of the Confidential Information with no less diligence than they apply to their own confidential business information, and at all times with at least a reasonable degree of care. Healthetile and the Customer will maintain appropriate administrative, physical, and technical controls to protect the Confidential Information in their possession, and these controls shall be no less protective than those they apply to their own confidential information or as required by applicable law.

7.2 No Third-Party Disclosures. Neither Healthetile nor the Customer may sell, transfer, publish, disclose, display, or otherwise make available the other party’s Confidential Information to third parties without the prior written consent of the disclosing party.

7.3 Disclosures to Workforce and Subcontractors. Healthetile and the Customer may disclose the other party’s Confidential Information to their respective workforce and subcontractors only if such recipients: (a) need to access the Confidential Information to perform obligations under these Terms; and (b) are bound by confidentiality and non-use obligations that are at least as protective as those outlined in these Terms.

7.4 Disclosures Required by Law. If Healthetile or the Customer is legally compelled to disclose any Confidential Information by law, regulation, court order, or governmental authority, they will, to the extent legally permissible, promptly notify the other party of such requirement and will disclose only the minimum amount of Confidential Information necessary to comply with the request. Both parties agree to cooperate reasonably in seeking an appropriate protective order or other remedies to protect such Confidential Information.

7.5 Survival of Confidentiality Obligations. The obligations of confidentiality and non-use under these Terms will persist for ten (10) years following the expiration of the Subscription Term, except with respect to any Confidential Information that qualifies as a trade secret under applicable law, for which these obligations will continue indefinitely.

Article 8: Data Privacy, Security, and Intellectual Property.

8.1 Compliance with Applicable Data Protection Law. Both Healthetile and the Customer shall comply with all respective obligations under Applicable Data Protection Law regarding the WeBe Health Monitoring Platform and the Services provided.

8.2 Data Processing Agreement. The processing of Customer Personal Data by Healthetile under these Terms is governed by the terms of the Healthetile WeBe Health Monitoring Platform Data Processing Agreement (“DPA”), is hereby incorporated by reference into these Terms. In cases of conflict between these Terms and the DPA regarding the processing of Customer Personal Data, the provisions of the DPA shall prevail.

8.3 Information Security. Healthetile will maintain a written information security program that applies to its processing of Personal Data. This program will be based on and substantially consistent with accepted industry cybersecurity standards and Applicable Data Protection Law. Healthetile will periodically review and update its information security program to adapt to new security challenges and changes in technology. Detailed commitments by Healthetile regarding information security are specified in the DPA.

8.4 Ownership and Non-Infringement of Intellectual Property. Both Healthetile and the Customer acknowledge the exclusive ownership of each other’s trademarks, trade names, service marks, copyrights, trade secrets, and other intellectual property. Neither party will claim any right, title, or interest in the other party’s intellectual property or act adversely against the other party’s intellectual property rights. Both agree not to use the other party’s intellectual property without prior written consent, except as allowed under these Terms.

8.5 Ownership of the WeBe Health Monitoring Platform. The WeBe Health Monitoring Platform, including its hardware, software, algorithms, and other technological components, even when modified, is the exclusive property of Healthetile. The Customer acknowledges that Healthetile retains the right to operate, modify, discontinue, or market the WeBe Health Monitoring Platform as it sees fit, consistent with its obligations to provide the Services as specified in an Order.

8.6 Data Services. The operation of the WeBe Health Monitoring Platform and Healthetile’s performance of the Services generate Data Services for the Customer. This Data Services remains the intellectual property of the Customer, and Healthetile may use aggregated, fully de-identified data for product improvement or analytics purposes in compliance with applicable laws.

8.7 Digital Biomarkers and Data Sets. During the processing of Data Services for the Customer, Healthetile may create Digital Biomarkers and anonymized data sets for its own business purposes. The Customer consents to Healthetile’s use of the Data Services for these purposes, provided that all data sets are fully anonymized and comply with applicable Data Protection Laws. Healthetile agrees not to attempt to reverse any anonymization processes applied to these data sets.

8.8 Derivative Intellectual Property and Assignment of Rights. Any derivative intellectual property, including Digital Biomarkers, software components, algorithms, and fully anonymized or aggregated data sets created by Healthetile in the course of operating the WeBe Health Monitoring Platform or performing the Services, shall remain the exclusive property of Healthetile. Healthetile retains ownership of all platform algorithms, analytics methods, and system improvements. The Customer retains ownership of all research data, study designs, analytical models, publications, and derived insights resulting from its use of the WeBe Health Monitoring Platform.

8.9 Publication Rights. The Customer may publish results of its use of the WeBe Health Monitoring Platform in accordance with academic standards without seeking prior permission from Healthetile. Such publications should include a statement acknowledging the role of Healthetile’s Services. Customer must ensure that no published content infringes on the confidentiality obligations or other terms set forth in these Terms.

8.10 Press Releases. The Customer may only issue press releases or other media announcements related to their use of the WeBe Health Monitoring Platform with Healthetile’s prior written approval. Healthetile may issue press releases or media announcements regarding the Customer’s use of the Platform.

Article 9: Warranties, Liabilities, and Indemnities

9.1 Mutual Representations and Warranties.
Both Healthetile and the Customer represent and warrant to each other that: (a) each is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation; and (b) each has the full right, power, and authority to enter into and perform its obligations, and to grant the rights, licenses, consents, and authorizations it grants or is required to grant under these Terms.

9.2 Hardware Warranty.
Healthetile warrants that, under normal use and service, the wearable hardware devices of the WeBe Health Monitoring Platform will perform substantially as described in the Documentation for a period of one (1) month from delivery. This limited warranty applies only to research or institutional purchases and does not extend to consumer sales.

9.3 Intellectual Property Warranty.
Healthetile represents and warrants that it owns and will maintain all intellectual property rights necessary for the Customer’s use of the WeBe Health Monitoring Platform and for Healthetile’s performance of the Services in accordance with an Order and these Terms.

9.4 Disclaimer for Internet Hazards and Service Availability.
The Customer acknowledges the inherent technical hazards of communication over the public Internet and cloud networks that are beyond Healthetile’s control. Healthetile does not warrant that the WeBe Health Monitoring Platform or any Service will be uninterrupted, error-free, timely, or secure, or that data transmission to or from the Platform will be free from loss, corruption, or interference. The Customer accepts all risks associated with Internet-based communications and cloud services.

9.5 Disclaimer of Warranties and Medical Use.

The WeBe Health Monitoring Platform, including all hardware, software, mobile applications, SDKs, and cloud services, is provided “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.” Except as expressly stated in these Terms, Healthetile and its affiliates expressly disclaim all warranties and representations of any kind, whether express, implied, statutory, or otherwise, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, and non-infringement.

The Customer acknowledges and agrees that the WeBe Health Monitoring Platform is not a medical device and has not been reviewed or cleared by the U.S. Food and Drug Administration (FDA) or any equivalent regulatory authority. The Platform is intended solely for research and informational purposes, and not for diagnosis, cure, mitigation, treatment, or prevention of disease or any medical condition.

9.6 Customer Compliance and Good Clinical Practice.

While Healthetile endeavors to provide Services consistent with applicable laws to Healthetile, it makes no representation that the Platform or Services will satisfy the Customer’s specific regulatory or clinical requirements. Healthetile does not represent or warrant compliance with any Good Clinical Practice standards, including 21 CFR Parts 50 and 56, ISO 14155, or ICH E6. Healthetile is not a HIPAA-covered entity or business associate.

9.7 Disclaimer of Additional Warranties.

No oral or written information or advice given by Healthetile or its representatives creates any warranty. The Customer acknowledges that use of the Platform is at its own risk and that any outputs, data, or analytics are provided solely for informational purposes. Some jurisdictions do not allow the exclusion of certain implied warranties; to the extent any such warranty cannot be disclaimed, Healthetile’s liability shall be limited to the minimum extent required by law.

9.8 No Indirect Damages.
Under no circumstances will Healthetile be liable for any indirect, special, incidental, consequential, or punitive damages (including, without limitation, loss of profits, data, revenue, goodwill, or use) arising out of or related to these Terms or the use or inability to use the WeBe Health Monitoring Platform, regardless of the cause of action and even if Healthetile was advised of the possibility of such damages.

9.9 Limitation of Liability.
Except in cases of gross negligence or willful misconduct, Healthetile’s aggregate liability under these Terms shall not exceed the total fees paid by the Customer to Healthetile for the Services during the twelve (12)-month period immediately preceding the event giving rise to the claim.

9.10 Exclusion of Certain Damages

To the maximum extent permitted by applicable law, under no circumstances shall Healthetile, its affiliates, officers, directors, employees, contractors, or agents be liable to the Customer or any third party for any indirect, incidental, consequential, exemplary, special, or punitive damages whatsoever.
This includes, without limitation, damages for loss of profits, revenue, data, goodwill, business interruption, or anticipated savings, arising out of or related to these Terms, the WeBe Health Monitoring Platform, or the use or inability to use the Services, regardless of the cause of action and even if Healthetile has been advised of the possibility of such damages.

9.11 Aggregate Liability Cap

Except where prohibited by law, Healthetile’s total cumulative liability for any and all claims arising out of or relating to these Terms or the WeBe Health Monitoring Platform shall not exceed the greater of:
(a) One hundred U.S. dollars (USD $100), or
(b) The total amount actually paid by the Customer to Healthetile for the Services giving rise to the claim during the twelve (12) months immediately preceding the event giving rise to the liability.

This limitation applies regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and shall survive and apply even if any limited remedy fails of its essential purpose.

9.12 Jurisdictional Limitations

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation may not apply to the extent prohibited by applicable law. In such cases, Healthetile’s liability shall be limited to the minimum extent required by applicable law.

9.13 Export and Local Law Compliance

The WeBe Health Monitoring Platform and related materials are controlled and operated from the United States. The Customer agrees to comply with all U.S. export control laws and regulations, including the Export Administration Regulations (EAR), and with any local laws applicable to the use of the Platform outside the United States.
The Customer acknowledges responsibility for ensuring lawful use in its jurisdiction and for obtaining any necessary licenses or authorizations under applicable export or import laws.

9.14 Governing Law and Venue

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflicts-of-law principles. Any disputes arising from or relating to these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware.

9.15 Hardware Risk of Loss.

Risk of loss or damage to any wearable hardware passes to the Customer upon delivery to the Customer’s designated address or carrier. Healthetile is not responsible for loss or damage resulting from misuse by the Customer or Participants. In case of damage or loss, the Customer must notify Healthetile promptly and bear replacement or repair costs as determined by Healthetile.

9.16 Breach of Warranty and Non-Conforming Services.
If any Service or hardware fails to conform to the limited warranty herein, Healthetile may, at its option, repair or replace the non-conforming item. Repair or replacement may result in data deletion or alteration, and the Customer is responsible for backing up data in advance. Healthetile is not liable for loss or corruption of data.

9.17 Indemnification.
Each party shall indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents from and against any claims by third parties arising from (a) its material breach of these Terms or (b) its gross negligence or willful misconduct. Healthetile shall defend the Customer from third-party claims alleging that the Platform infringes intellectual property rights, provided that such claims do not arise from Customer’s misuse, modification, or interference with the Platform.

9.18 Insurance.
Healthetile agrees to maintain commercial general liability and product liability insurance covering risks reasonably associated with its Services throughout the Subscription Term.

Article 10: Unauthorized Activities and Misuse

10.1 Prohibited Conduct

The Customer and its Users agree not to use the WeBe Health Monitoring Platform, the Healthetile Materials, or any associated Services for any purpose that is unlawful or prohibited by these Terms. Without limiting the generality of the foregoing, the Customer and its Users shall not:
(a) Access or attempt to access any portion of the WeBe Health Monitoring Platform or Healthetile systems without proper authorization;
(b) Attempt to probe, scan, or test the vulnerability of the Platform, or breach any authentication or security measures;
(c) Engage in data mining, scraping, harvesting, or automated collection of data or content from the Platform, whether by bots, crawlers, or similar means;
(d) Upload, transmit, or distribute any viruses, malware, worms, or other malicious code;
(e) Impersonate any person or entity or falsely state or otherwise misrepresent affiliation with a person or entity;
(f) Interfere with or disrupt the normal operation of the Platform, servers, or networks connected to it;
(g) Use the Platform or data derived from it for any illegal, unethical, or competitive purpose, including the development, validation, or testing of a competing product or algorithm;
(h) Attempt to reverse-engineer, decompile, or otherwise derive source code, architecture, or underlying algorithms of the Platform or any component thereof, except as permitted under applicable law;
(i) Use the Platform to collect or transmit any personal information of third parties without lawful authorization or consent; or
(j) Use the Platform in a manner that violates any applicable laws, regulations, or industry standards related to data protection, export control, or medical-device usage.

10.2 Enforcement and Remedies

Healthetile reserves the right to monitor use of the Platform to ensure compliance with these Terms and to suspend or terminate any Customer or User account involved in, or suspected of, unauthorized or abusive activities. Healthetile may take any legal or technical action necessary to prevent, mitigate, or remedy such violations, including notifying law-enforcement authorities when appropriate.

10.3 Indemnification for Misuse

The Customer agrees to indemnify, defend, and hold harmless Healthetile, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, liabilities, losses, costs, or expenses (including reasonable attorneys’ fees) arising out of or related to:
(a) The Customer’s or any User’s violation of these Terms;
(b) Unauthorized, unlawful, or improper use of the WeBe Health Monitoring Platform or any data derived therefrom; or
(c) The Customer’s failure to comply with applicable data-protection or privacy laws.

Healthetile reserves the right to assume exclusive defense and control of any matter otherwise subject to indemnification by the Customer, and the Customer agrees to cooperate fully in such defense.

Article 11: Third-Party Links and Content

11.1 Third-Party Websites and Services

The WeBe Health Monitoring Platform may contain links to, or integrations with, third-party websites, applications, software libraries, APIs, or services that are not owned or controlled by Healthetile (“Third-Party Services”). Such Third-Party Services are provided solely for the Customer’s convenience or as optional extensions of functionality.

Healthetile does not endorse, monitor, or have any control over the content, accuracy, security, or practices of these Third-Party Services, and assumes no responsibility for them. Access to and use of any Third-Party Service is entirely at the Customer’s own risk and subject to the terms and privacy policies of those third parties.

11.2 No Responsibility for Third-Party Content

Healthetile disclaims any liability arising from or relating to Third-Party Content that may appear within, or be accessible from, the WeBe Health Monitoring Platform. This includes, without limitation, links, embedded software, data feeds, or content provided by other users or third parties. Healthetile makes no representation or warranty regarding the availability, accuracy, legality, or appropriateness of any such Third-Party Content.

11.3 Third-Party Integrations

If the Customer elects to enable or use integrations between the WeBe Health Monitoring Platform and a Third-Party Service (for example, research-data repositories, analytics tools, or cloud-storage systems), the Customer authorizes Healthetile to share only such data or information as is reasonably necessary to facilitate the integration. The Customer acknowledges that Healthetile is not responsible for the data practices or security controls of any such Third-Party Service.

11.4 Responsibility for Links

Any link to a Third-Party Service provided through the Platform does not imply any endorsement by Healthetile. Healthetile may remove or disable links to Third-Party Services at any time without notice.

Article 12: General Provisions

12.1 Applicable Law and Jurisdiction. Any dispute under these Terms that cannot be resolved amicably may be resolved through legal action, provided that such action is conducted as set forth in this section: (a) Governing Law means the laws of the State of Delaware, USA. (b) Venue means the state and federal courts located in New Castle County, Delaware. These Terms are governed by and interpreted in accordance with Delaware law, and the exclusive jurisdiction and venue of any action arising out of or relating to these Terms will be in New Castle County, Delaware. Each party irrevocably and unconditionally waives any right to seek a trial by jury in any legal action arising out of or relating to these Terms.

12.2 Equitable Relief. The Customer acknowledges and agrees that it would be difficult to fully compensate Healthetile for damages resulting from the breach or threatened breach of these Terms. Accordingly, Healthetile will be entitled to seek injunctive relief to enforce these Terms, without any preceding requirement of posting bond or showing proof of loss, in addition to any other rights or remedies available in equity or at law.

12.3 Entire Agreement; Amendments. These Terms may only be modified by a written amendment signed by an authorized representative of Healthetile. These Terms constitute the entire agreement between the Customer and Healthetile regarding the subject matter herein and supersede all prior agreements, whether written or oral.

12.4 Notices. Any notice required under these Terms must be made in writing. Notices to Healthetile should be sent to admin@healthetile.io or to the registered address of Healthetile. Notices to the Customer will be sent via email or physical mail to the contact information on file with Healthetile.

12.5 Assignment. The Customer may not assign its rights or obligations under these Terms to any other entity without the prior written approval of Healthetile, which approval may be granted or withheld at Healthetile’s sole discretion.

12.6 Relationship of the Parties. The Customer and Healthetile are independent contractors under these Terms. Neither party is an agent, joint venturer, partner, or employee of the other for any purpose and does not have any authority to bind the other.

12.7 No Third-Party Beneficiaries. These Terms are solely for the benefit of the Customer and Healthetile and do not confer any rights or privileges to any third party.

12.8 Force Majeure. Healthetile will not be liable for any delay or failure in performance caused by circumstances beyond its reasonable control, including but not limited to acts of God, governmental actions, war, and natural disasters.

12.9 Severability. If any provision of these Terms is found unenforceable or invalid under applicable law, the remainder of the Terms will continue in effect and be interpreted to reflect the original intent of the parties as nearly as possible.

12.10 Non-Waiver. No waiver of any rights by Healthetile under these Terms will be deemed a waiver of any other term or future rights, nor will any failure or delay in enforcing a provision be deemed a waiver.

12.11 Survival. Provisions of these Terms that, by their nature, should survive termination will remain in effect after any termination of these Terms, including but not limited to clauses concerning confidentiality, personal data protection, intellectual property, and liability.

Article 13: Return and Shipping

13.1 Returns. All sales are final, except for verified hardware defects under Section 9.2 warranty.

13.2 Notification of Defects: Customers must inspect all devices immediately upon receipt. Any claims for damage, missing components, or visible defects must be reported to Healthetile in writing at admin@healthetile.io within forty-eight (48) hours of delivery (measured in calendar hours from carrier-confirmed delivery time). Claims received after this period will not be accepted, and the order shall be deemed fully accepted and non-returnable.

This notification requirement applies only to shipping or visible defects. All other hardware performance issues remain covered under the one month limited warranty set forth in Section 9.2.

13.3 Domestic Shipping. We aim to set clear expectations for processing and delivery. Our orders are processed Monday through Friday, from 9 AM to 2 PM Pacific Standard Time. Orders typically take 3-5 business days to process, except during backorder periods. Orders placed after 2:00 PM PST will be processed the following business day. We do not process orders on weekends or major U.S. holidays. Once fully processed, orders are shipped with 2 to 5-day delivery. Overnight and Saturday deliveries incur additional charges and must be specifically requested. You will receive a FedEx email confirmation with a tracking number and delivery date on the day your package is shipped. Important Notice: FedEx does not deliver to P.O. Boxes.

13.4 Brazil Shipments. Due to customs challenges in Brazil, we do not ship orders directly to Brazil. If you are a customer in Brazil, please contact our sales department at admin@healthetile.io to arrange delivery through a freight forwarder.

13.5 International Shipping. International orders follow the same processing procedures as domestic orders. International customers should expect to receive their FedEx shipment within 3-5 business days from the shipping date, unless there is a backorder. Customers are responsible for any customs taxes or duties assessed. If an order is refused or returned, the customer is responsible for return shipping charges. Customs clearance may delay delivery by a few days. International customers will receive an email from FedEx on the shipping day with the expected delivery date and tracking number.

13.6 Custom Fees. Please note that custom fees, brokerage fees, duties, and taxes imposed by your government or other entities are your responsibility. These charges originate from your local customs and not from our company. We advise contacting your local customs office to determine the rates for your imports. We cannot under-declare the value of our products to bypass or reduce any customs fees. If a package is returned due to non-payment of duties/taxes, you will be responsible for any additional shipping charges.

Terms of Use Agreement

Important Disclaimer – Research Use Only

Amendments to the Terms

Modifications to Services.
Healthetile reserves the right, at its sole discretion, to modify, suspend, or discontinue any aspect of the WeBe Health Monitoring Platform or any related Services (including hardware, mobile applications, software features, or cloud functionality) at any time, with or without notice. Such modifications may include, but are not limited to, updates to functionality, technical changes, design improvements, or the discontinuation of certain features or Services. Healthetile will not be liable to the Customer or to any third party for any modification, suspension, or discontinuation of the Services.

Modifications to Terms.
Healthetile may revise or update these Terms of Use from time to time, including to reflect changes in law, regulatory guidance, technology, or business practices. Any such revisions will be effective immediately upon posting of the updated Terms on Healthetile’s website or through the Platform, unless otherwise stated. The most current version of these Terms will supersede all prior versions.

Acceptance of Modifications.
Continued access to or use of the WeBe Health Monitoring Platform or any Services after the posting of modifications constitutes the Customer’s acceptance of such modifications. If the Customer does not agree to the modified Terms, the Customer must immediately cease using the Platform and Services.

Article 1: Definitions

In these Terms of Service, the following definitions apply:

1.5 Customer refers to the legal entity that has placed an order with Healthetile for access to and use of the WeBe Health Monitoring Platform.

1.7 Digital Biomarker describes an algorithm or set of algorithms that process data from the Data Services to detect various physiological states.

1.11 Order is defined as any form of writing that collectively establishes the agreement between Healthetile and the Customer regarding the scope, quantity, duration, and price of the subscription to the WeBe Health Monitoring Platform and any related services. This includes proforma invoices, invoices, orders made through authorized websites, agreements between Healthetile and Customer, or any other legally binding communication initiated by Healthetile.

1.12 Participant denotes a natural person who takes part in a research study conducted by the Customer using the WeBe devices and applications integral to that study.

1.16 Platform represents the cloud platform and mobile applications that Healthetile makes available to the Customer through the relevant customer logins.

1.18 User refers to an individual designated by the Customer who is authorized to access and use the WeBe Health Monitoring Platform on behalf of the Customer.

1.19 Other Definitions used within these Terms are defined in the context in which they appear and should be interpreted accordingly.

Article 2: WeBe Health Monitoring Platform

Article 3: Mutual Obligations

3.4 Conforming Use. The Customer will use the WeBe Health Monitoring Platform only in accordance with these Terms.

Article 4: Account Registration and User Credentials

4.1 Account Creation

4.2 Account Responsibility

4.3 Security Obligations

4.4 Account Restrictions

4.5 Access Controls

Article 5: Proper Use of the WeBe Health Monitoring Platform

5.3 Usage Limits and Restrictions. The Customer acknowledges that its use of the WeBe Health Monitoring Platform will be subject to reasonable usage limits. Specifically, the default number of Users that can be associated with one piece of WeBe hardware is limited to 10. Additionally, the maximum data download volume per month is restricted to 5GB via Amazon AWS, per account and the maximum number of downloads per data item is restricted to two per month, meaning that once a data item is downloaded, it may only be downloaded once more within the same month. The Customer agrees not to engage in unreasonably excessive use of the platform, and acknowledges that Healthetile may impose restrictions on such use, including technical measures to throttle or temporarily suspend User access.