Terms of Service

These Terms of Service contain an arbitration provision. Please review the Arbitration section for details.

Thank you for using Almanac Health!

These Terms of Service ("Terms") govern your use of the https://www.almanac.chat/ website ("Site") and products, applications, and services (collectively, "Services"). Almanac Health ("Almanac" "we" or "us") provides the Site and Services. "You" refers to you as a user of the Site or Services.

BY USING THE SITE OR SERVICES, YOU ARE AGREEING TO THESE TERMS. PLEASE READ THEM CAREFULLY.

If you do not agree to all of these Terms without limitation or qualification, you are not authorized to access and use Almanac Health and must not access or make any use of Almanac Health.

If you reside in the European Economic Area, Switzerland, or the UK, your use of the Services may be subject to additional terms.

THE SERVICES ARE NOT INTENDED FOR USE OR ACCESS BY ANYONE UNDER THE AGE OF 18. IF YOU ARE UNDER THE AGE OF 18, YOU MAY NOT USE OR ACCESS THE WEBSITE OR PROVIDE US WITH ANY PERSONALLY IDENTIFIABLE INFORMATION. You may not use the Services and may not accept these Terms and Conditions if (1) you are not of legal age to form a binding contract with Almanac Health, or (2) you are a person barred from receiving the Services under the laws of the jurisdiction in which you are resident or from which you use the Services.

Important Disclaimers

You acknowledge and agree that Almanac Health is provided for information purposes only. Almanac is not a health care provider, and does not provide or attempt to provide medical advice, diagnoses, assessments, or treatment services, and is not intended be, and you agree not to use it as, a substitute for medical advice, diagnosis, or treatment. Almanac does not guarantee the accuracy, truthfulness, adequacy, or completeness of any information, and is not responsible for any errors or omissions, or for the results obtained from the use of such information or Almanac Health. You agree that you shall review all outputs from Almanac Health for accuracy and completeness.

1. Who We Are

Almanac Health is a healthcare technology company. Our mission is to improve healthcare information access and outcomes through innovative technology solutions. For more information about Almanac Health, please visit https://almanac.chat/about.

2. Registration and Access

User Eligibility. You must be a licensed healthcare professional or physician to use the Services. By accessing our platform, you represent and warrant that you hold current, valid medical credentials in your jurisdiction of practice. Medical students, residents, and those in training programs may use the Services under appropriate supervision as permitted by applicable laws and institutional policies.

Registration. You must provide accurate and complete information to register for an account to use our Services. You may not share your account credentials or make your account available to anyone else and are responsible for all activities that occur under your account. If you create an account or use the Services on behalf of another person or entity, you must have the authority to accept these Terms on their behalf.

Corporate domains. If you create an account using an email address owned by an organization (for example, your employer), that account may be added to the organization's business account with us, in which case we will provide notice to you so that you can help facilitate the transfer of your account (unless your organization has already provided notice to you that it may monitor and control your account). Once your account is transferred, the organization's administrator will be able to control your account, including being able to access Content and restrict or remove your access to the account.

3. Using our Services

What you can do. Subject to your compliance with these Terms, you may access and use our Services. In using our Services, you must comply with all applicable laws as well as our policies and any other documentation, guidelines, or policies we make available to you.

What you cannot do. Almanac prohibits certain kinds of conduct that may be harmful to others or to us. When you use the Site or Services, you may not:

• use the Services to engage in any activity that is fraudulent, deceptive, exploitative, or harmful;
• violate, infringe, or misappropriate other people's intellectual property, privacy, publicity, or other legal rights, including, but not limited to, the Health Insurance Portability and Accountability Act (HIPAA) or any other applicable privacy laws;
• modify, copy, lease, sell or distribute any of our Services;
• attempt to or assist anyone to reverse engineer, decompile or discover the source code or underlying components of our Services, including our models, algorithms, or systems except as Law permits;
• automatically or programmatically extract data from our Services;
• perform or attempt to perform any action that interferes with the operation of the Services or affects other users' use of Almanac services;
• attempt to create an Almanac account on behalf of or for the benefit of a user whose use of the Services was suspended or terminated by Almanac, unless Almanac approves otherwise; and
• use our Services to develop competing products.

4. Third Party Services

Our Services may include third party software, products, or services, ("Third Party Services") and some parts of our Services may include output from those services ("Third Party Output"). Third Party Services and Third Party Output are subject to their own terms of use and privacy policies.

5. Software

Our Services may allow you to download software, such as mobile applications, which may update automatically to ensure you're using the latest version. Our software may include open source software that is governed by its own licenses that we've made available to you.

6. Intellectual Property

We and our affiliates own all rights, title, and interest in and to the Services. You may only use our name and logo with our explicit written consent.

7. Privacy

Your privacy is very important to us. Our Privacy Policy explains how we collect, use, protect, and when we share personal information and other data with others. You are responsible for maintaining the confidentiality of your account information, including your username and password. You are responsible for all activities that occur under your account and you agree to notify us immediately of any unauthorized access or use of your account. We are not responsible or liable for any damage or loss related to any unauthorized access or use of your account.

8. Content

Your Content. You may provide input to the Services ("Input"), and receive output from the Services based on the Input ("Output"). Input and Output are collectively "Content." You are responsible for Content, including ensuring that it does not violate any applicable law or these Terms. You represent and warrant that you have all rights, licenses, and permissions needed to provide Input to our Services.

Ownership of Content. As between you and Almanac Health, and to the extent permitted by applicable law, you (a) retain your ownership rights in Input and (b) own the Output. We hereby assign to you all our right, title, and interest, if any, in and to Output.

Similarity of Content. Due to the nature of our Services, output may not be unique and other users may receive similar output from our Services. Our assignment above does not extend to other users' output or any Third Party Output.

Our Use of Content. We may use Content to provide, maintain, develop, and improve our Services, comply with applicable law, enforce our terms and policies, and keep our Services safe.

9. Opt-In to Training

Depending on the type of user (public or registered), we may use your Content to train our systems. By default, we do not use the Content of registered users to train our systems. If you would like to contribute to improving our Services, you can explicitly opt in by providing direct feedback on Outputs or by enabling this feature in your account settings. When you opt in, the relevant Input and Output from your interactions may be used for training purposes. You can change your preference at any time through your account settings.

Public users who would like to Opt-out of having their Content used to train our systems can opt out any time through your account settings.

10. Accuracy

When you use our Services you understand and agree:

• Output may not always be accurate. You should not rely on Output from our Services as a sole source of truth or factual information, or as a substitute for professional judgment.
• You must evaluate Output for accuracy and appropriateness for your specific use case, including using your clinical expertise and human review as appropriate, before using or sharing Output from the Services.
• You must not use any Output relating to a patient for any purpose that could have a legal or material impact on that patient, such as making clinical, treatment, diagnostic, or other important healthcare decisions about them without appropriate verification and professional assessment.
• Our Services may provide incomplete, incorrect, or outdated information that does not represent our views. If Output references any third party products, treatments, or services, it doesn't mean the third party endorses or is affiliated with our platform.

11. Paid Accounts

Billing. If you purchase any Services, you will provide complete and accurate billing information, including a valid payment method. For paid subscriptions, we will automatically charge your payment method on each agreed-upon periodic renewal until you cancel. You are responsible for all applicable taxes, and we will charge tax when required. If your payment cannot be completed, we may downgrade your account or suspend your access to our Services until payment is received.

Cancellation. You can cancel your paid subscription at any time by visiting your account settings. Payments are non-refundable, except where required by law. These Terms do not override any mandatory local laws regarding your cancellation rights.

Changes. We may change our prices from time to time. If we increase our subscription prices, we will give you at least 30 days' notice and any price increase will take effect on your next renewal so that you can cancel if you do not agree to the price increase.

12. Termination and Suspension

Termination. You are free to stop using our Services at any time. We reserve the right to suspend or terminate your access to our Services or delete your account if we determine:

• You breached these Terms or our Usage Policies.
• We must do so to comply with the law.
• Your use of our Services could cause risk or harm to Almanac Health, our users, or anyone else.

We also may terminate your account if it has been inactive for over a year and you do not have a paid account. If we do, we will provide you with advance notice.

Appeals. If you believe we have suspended or terminated your account in error, you can file an appeal with us by contacting us at support@almanac.chat.

13. Change to the Site or Services

Almanac enhance and update the Site and Services from time to time. Almanac may change or discontinue the Site or Services at any time. In the event that we do discontinue our Services, we will provide you with advance notice and refund any prepaid, unused amounts for Services.

14. Disclaimer of Warranties

OUR SERVICES ARE PROVIDED "AS IS." EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICES, AND DISCLAIM ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED.

15. Limitation of Liability

Almanac's liability to you is limited as set forth below. The limitations of liability will survive any termination or expiration of these Terms.

EXCEPT TO THE EXTENT SUCH LIMITATIONS ARE PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL ALMANAC OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SPONSORS, LICENSORS OR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, DEVELOPING OR DELIVERING THE SERVICES OR CONTENT, BE LIABLE TO YOU (WHETHER UNDER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY OR ANY OTHER LEGAL OR EQUITABLE THEORY) FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF USE, DATA OR INFORMATION OF ANY KIND) ARISING OUT OF OR RELATED TO YOUR USE OF OUR SITE AND SERVICES, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. IF APPLICABLE LAW PROHIBITS DISCLAIMER OF DIRECT DAMAGES, ALMANAC'S AGGREGATE LIABILITY TO YOU FOR DIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO $50.

BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES OR TOTAL LIABILITY, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. YOU AGREE, HOWEVER, THAT OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

In no event will any of us or our respective directors, officers, employees, contractors, agents, sponsors, licensors or any other person or entity involved in creating, developing or delivering the Services or Content be liable for any damages (including, without limitation, incidental and consequential damages, personal injury/wrongful death, lost profits, or damages resulting from lost data or business interruption) arising out of or in connection with these Terms or from the use of or inability to access or use the Services or Content, or from any communications or interactions with other persons with whom you communicate or interact as a result of your use of the Services, whether based on warranty, contract, tort, or any other legal theory, and whether or not we, our licensors, our suppliers, or any third parties mentioned with the Services are advised of the possibility of such damages.

You acknowledge and agree that the above limitations of liability, together with the other provisions in these Terms that limit liability, are essential terms and that Almanac would not be willing to grant you the rights set forth in these Terms but for your agreement to the above limitations of liability.

16. Indemnification

To the maximum extent permitted by applicable law, you agree to indemnify and hold harmless Almanac and its Affiliates from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorney's fees and legal costs) of any kind or nature, arising from or relating to, any actual or alleged breach of these Terms by you or anyone using your account. If we assume the defense of such a matter, you will reasonably cooperate with us in such defense.

17. Informal Dispute Resolution

We try to address any disputes without the need to initiate a formal legal case. You agree that prior to submitting any dispute or claim to arbitration for resolution, you and we agree to make a good faith effort to resolve it informally, including having at least one telephone or videoconference conversation between you, personally, and us. To initiate this good faith effort to informally resolve a dispute you agree to notify us in writing by email at support@almanac.chat of the nature of the dispute, the basis for your claims and the resolution that you are seeking, including any monetary amount, with as much detail as you can provide so that we can gain a sufficient understanding of the dispute. Within the sixty (60) days following our receipt of this notice, you agree to engage in good faith efforts to resolve the dispute, including personally participating in a telephone call or videoconference with us. You may have a lawyer attend the call with you if you wish. If the dispute is not resolved within that sixty (60) days (which period can be extended by agreement of the parties), you or we may commence an arbitration to resolve the dispute consistent with the process set forth below. Compliance with and completing this informal dispute resolution process is a condition precedent to commencing an arbitration. You and we agree to toll any applicable statute of limitations and filing fee deadlines while the parties engage in this informal dispute resolution process from the date we receive your notice to the date an arbitration is commenced or the conclusion of the 60-day period described above, whichever is sooner. A court of competent jurisdiction shall have the authority to enforce this condition precedent to arbitration, which includes the power to enjoin the filing or prosecution of a demand for arbitration.

18. Arbitration Agreement & Waiver of Certain Rights (USA ONLY)

You and Almanac agree that, except as set forth below, we will resolve any controversies, claims, counterclaims, or other disputes between you and Almanac or you and a third-party agent of Almanac (a "Claim") through final and binding arbitration instead of through court proceedings in accordance with the Consumer Arbitration Rules of the American Arbitration Association ("AAA Rules"). This arbitration agreement applies to any existing or future Claims that you have not individually filed in a court of law or in arbitration prior to the date you agreed to these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. You and we hereby waive any right to a jury trial of any Claim. The arbitration will be heard and determined by a single arbitrator. The arbitrator's decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration proceedings will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies, or as specifically permitted by state law. The Federal Arbitration Act and federal arbitration law apply to this agreement. A court of competent jurisdiction has exclusive authority to determine the existence, scope, and validity of the arbitration agreement and the arbitrability of any claim or counterclaim, including, without limitation, whether any conditions precedent to the commencement of an arbitration have been completely satisfied and any objections with respect to any of the foregoing.

To begin an arbitration proceeding, you must send us an individual letter signed by you requesting arbitration and describing your claim at support@almanac.chat. This letter must be sent at least ten (10) business days before you initiate an arbitration proceeding against us.

Any party to the arbitration may at any time serve an offer of compromise in writing upon any other party to the action.

If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Almanac will pay as much of the administrative costs and arbitrator's fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.

This arbitration agreement does not preclude you or Almanac from seeking action by federal, state, or local government agencies. You and Almanac also have the right to bring qualifying claims in small claims court or transfer qualifying claims to small claims court. Either party may elect that a Claim be filed exclusively in a small claims court of competent jurisdiction by providing notice to the other party. In the event a Claim has already been filed in arbitration, the party who has filed that Claim will, within ten (10) business days of receiving such a notice, withdraw their Claim from arbitration. The parties will then proceed with the Claim exclusively in small claims court. A party may apply to any court of competent jurisdiction to enforce the terms of this paragraph. In addition, you and Almanac retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions. Any such request shall not be deemed incompatible with these Terms, nor a waiver of the right to have disputes submitted to arbitration as provided in these Terms.

Neither you nor Almanac may act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any Claim. You may not bring Claims in arbitration on a class or representative basis. The arbitrator can decide only your and/or Almanac's individual Claims.

If for any reason a Claim proceeds in court rather than in arbitration, you and Almanac each waive any right to a jury trial. No waiver of any provision of this Section of the Terms will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of these Terms. The arbitrator may award in the arbitration the same damages or other relief available under applicable law, including injunctive and declaratory relief, as if the action were brought in court on an individual basis. Notwithstanding anything to the contrary in the foregoing or herein, the arbitrator may not issue a "public injunction" and any such "public injunction" may be awarded only by a federal or state court. If either party seeks a "public injunction," all other claims and prayers for relief must be adjudicated in arbitration first and any prayer or claim for a "public injunction" in federal or state court stayed until the arbitration is completed, after which the federal or state court can adjudicate the party's claim or prayer for "public injunctive relief." In doing so, the federal or state court is bound under principles of claim or issue preclusion by the decision of the arbitrator.

This Arbitration Agreement Section of the Terms will survive the termination of your relationship with Almanac.

THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR ALMANAC WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.

19. Mass Arbitration Process Requirements (USA ONLY)

If twenty-five (25) or more similar claims are asserted against Almanac at or around the same time by the same or coordinated counsel or are otherwise coordinated (and your Claim is one such Claim), you understand and agree that the resolution of your Claim might be delayed. You also agree to the following process and application of the AAA Multiple Consumer Case Filing Fee Schedule and Supplementary Rules. Twenty (20) claims shall be selected to proceed to individual arbitration proceedings as part of a first batching process, ten (10) of which will be selected by the claimants and ten (10) of which will be selected by Almanac. The remaining claims shall not be filed or deemed filed in arbitration nor shall any AAA fees be assessed in connection with those claims until they are selected to proceed to individual arbitration proceedings as part of the staged process described herein. If the parties are unable to resolve the remaining claims after the conclusion of the initial twenty (20) proceedings, the parties shall participate in a global mediation session before a retired state or federal court judge, for which Almanac will pay the mediator's fee. If the parties are unable to resolve the remaining claims through mediation at this time, then forty (40) claims shall be selected to proceed to individual arbitration proceedings as part of a second batching process, twenty (20) of which will be selected by the claimants and twenty (20) of which will be selected by Almanac. (If there are fewer than forty (40) claims remaining, all shall proceed.) The remaining claims shall not be filed or deemed filed in arbitration nor shall any AAA fees be assessed in connection with those claims until they are selected to proceed to individual arbitration proceedings as part of the staged process described herein. In any batching process, a single arbitrator shall preside over each proceeding, and only one proceeding may be assigned to each arbitrator unless the parties agree otherwise. If the parties are unable to resolve the remaining claims after the conclusion of the forty (40) proceedings, the parties shall participate in another global mediation session before a retired state or federal court judge, for which Almanac will pay the mediator's fee. If the parties are unable to resolve the remaining claims in mediation at this time, this staged process shall continue with no more than one hundred (100) claims proceeding at any time in a staged order that is selected randomly or by the AAA, until all the coordinated claims, including your Claim, are adjudicated or otherwise resolved. At any time during these proceedings, we agree to participate in a global mediation session should your counsel request it in an effort to resolve all remaining claims. Any applicable statute of limitations on your Claims and filing fee deadlines shall be tolled for claims subject to this section regarding "Mass Arbitration Process Requirements" from the time claims are selected for the first set of batching proceedings until the time your Claim is selected to proceed in arbitration, withdrawn, or otherwise resolved. A court of competent jurisdiction shall have authority to enforce this section regarding "Mass Arbitration Process Requirements" and, if necessary, to enjoin the filing or prosecution of arbitration demands against Almanac.

Should a court of competent jurisdiction decline to enforce these "Mass Arbitration Process Requirements," you and we agree that your and our counsel shall engage in good faith and with the assistance of a Process Arbitrator to devise and implement procedures that ensure that arbitration remains efficient and cost-effective for all parties. Either party may engage with the AAA to address reductions in arbitration fees.

20. Governing Law; Venue

These Terms shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the choice of law provisions of any jurisdiction. To the extent any action relating to Almanac is not required to be arbitrated or filed in small claims court in accordance with the Arbitration provisions above, such action or proceeding must be instituted in the State of Delaware and each party irrevocably submits to the jurisdiction of such courts.

Users outside of the United States: If required by the laws of the country where you reside, the laws of that country may govern any claim or dispute between you and us that arises out of these Terms, and you may be able to initiate a judicial proceeding within the courts of that country.

21. Questions or Comments

If you have any question or comment regarding these Terms or Almanac Health, please contact us via email at support@almanac.chat. Your input is valuable to us.

European Specific Provision

If you are a consumer under EU law, you have a right to cancel your subscription during the cooling off period. The cooling off period is for 14 days from the date you receive access to or delivery of the product you purchased in your Order. To exercise this right, contact support@almanac.chat to request a refund and include "cooling off period" as the basis for your refund request.