Terms and Conditions

1. Agreement and Eligibility

These Terms and Conditions are an agreement between you and Clargenta AI LLC ("Clargenta," "we," "us," or "our"), the company operating Lenaya Health. "Services" means our consumer websites, applications, and associated features. Lenaya Health is the product name; Clargenta AI LLC is the contracting party.

You must affirmatively accept these Terms to register and use an account. By selecting the acceptance control presented during registration or another acceptance process, you agree to these Terms. We record acceptance. If you do not agree, do not create an account or use account features.

You must be at least eighteen years old and legally able to enter this agreement. This requirement also applies to Care Circle members. The Services are offered to users in the United States. Access while traveling does not expand the territories in which we offer the Services, and you remain responsible for laws applicable to your activities.

You may use the Services for your own information or to support another person's care with that person's permission or other valid legal authority. Being a relative or caregiver does not automatically give you authority over every record. For a minor's information, you must have authority for the particular information and activity; some records may be controlled by the minor under applicable law.

You may add up to ten people you look after who do not sign in themselves ("dependents"), such as a child or a parent, or even pets, only where you have the authority described above. To add someone under eighteen, you must confirm that you are that person's parent or legal guardian; we record who confirmed it and when. Only you can sign in for a dependent and see their records, and a dependent is never shared with your Care Circle. A dependent uses your plan, and you are responsible for the information you provide and any recording you make for them. If you remove a dependent or delete your account, the dependent's records are deleted.

Accepting these Terms does not replace a separate recording consent, recurring-payment consent, or medical-information authorization where one is required.

2. Personal Information Tool; No Medical Advice

Lenaya Health is a consumer tool for recording, explaining, and organizing information. It does not provide medical care, clinical judgment, or medical advice. Using the Services does not establish a clinician-patient relationship with Clargenta, its personnel, or its advisors.

Features may transcribe recorded conversations, summarize them, extract action items, process uploaded records, display laboratory values over time, group visits by concern, and answer questions using records you are authorized to access. These features help you review information already present in your content. They do not independently decide what care you need.

• The Services are not intended to diagnose, treat, cure, mitigate, or prevent disease, select treatment, or make clinical decisions.
• A displayed laboratory trend, health concern, summary, or checklist is not an independent clinical assessment or confirmation that a condition is present, absent, improving, or worsening.
• The Services do not replace your clinician's instructions, official records, professional judgment, or documentation obligations.
• Never disregard medical advice or delay seeking care because of information in the Services.
• Do not start, stop, or change medication, dosage, or treatment based on generated output. Confirm instructions and questions with a qualified clinician.

You are responsible for verifying important information before relying on it. A missing item or an answer saying no information was found does not mean that no medical issue exists or that no action is needed. Keep access to your clinician's original instructions and records.

3. Emergencies and Monitoring

Do not use Lenaya Health for emergencies. For a medical emergency in the United States, call 911 or go to an emergency department. For suicide or mental-health crisis support in the United States, call or text 988.

The Services are not a real-time monitoring, triage, alerting, or emergency-response service. We do not undertake to detect urgent conditions, review your health content for safety, notify a clinician or family member, or arrange care. Uploading information or sending a support message does not cause an emergency response.

Technical, security, or support access described in our Privacy Policy is not clinical monitoring. Processing indicators, notifications, and support communications do not guarantee that any person has reviewed the medical content.

4. Your Account

You sign in through a supported identity provider. Maintain accurate account information, protect access to your identity-provider account and devices, and notify support@lenayahealth.com promptly if you suspect unauthorized access.

You are responsible for activity you authorize and for misuse resulting from your breach of these Terms, to the extent permitted by law. Do not share sign-in credentials; use Care Circle for authorized access by another person. Each member must use their own account.

We may reasonably verify identity, eligibility, or authority before granting access or carrying out a sensitive request. These measures do not establish that we have verified every participant's identity, caregiving authority, or permission to record. We may restrict access while resolving a credible security or authority dispute, subject to applicable law and privacy rights.

You are responsible for compatible devices, internet access, and any charges imposed by your device, network, or identity provider. Supported devices and software versions may change. We do not promise support for obsolete versions or every device configuration.

5. Recording Consent and Uploaded Materials

5.1 Your responsibilities before recording

Recording and privacy laws vary with the location of the participants, the type of communication, and other circumstances. More than one jurisdiction can be relevant, including for telephone or online visits. A state label alone does not determine whether a particular recording is lawful.

As a condition of using Lenaya's recording features, you agree to:

1. Tell every participant before recording that you are using Lenaya Health, and that the audio will be stored and processed by software to provide the requested features.
2. Obtain each participant's agreement before recording, together with any additional consent or authorization required by law. Do not record covertly or continue after a participant objects.
3. Respect lawful facility restrictions and instructions, including restrictions intended to protect other patients or confidential information.
4. Stop when a participant asks you to stop. If someone asks you to delete the recording, delete it through the Services unless retaining it is legally required; contact us if a legal requirement prevents deletion or if you need help with an unauthorized recording.
5. Obtain permission or other lawful authority for subsequent uploading, processing, and sharing, where required. Agreement to recording does not necessarily authorize every later use.

The all-participant agreement rule above is a condition of this product, not a claim that every U.S. jurisdiction has the same recording law. Device microphone permission does not establish another person's consent. A patient’s permission to process their medical information and another participant's agreement to being recorded can also be different permissions.

We are not present for the conversation and do not obtain participant consent on your behalf. You are responsible for satisfying these requirements. We do not undertake to verify the circumstances of every recording. This allocation does not eliminate our own duties under applicable law.

5.2 Audio, images, and documents created elsewhere

You may upload supported materials created outside Lenaya, including recordings, photographs, PDFs, or records provided by a clinic, if you have the rights and authority needed for the intended processing.

By submitting material, you represent that it was lawfully obtained and that you have the permissions or other legal authority necessary to submit it and allow the uses described in these Terms and our Privacy Policy. If you do not have a sufficient basis for that representation, do not upload it.

We did not supervise the creation or collection of external material and do not undertake to verify its provenance or accuracy. You remain responsible for your unlawful acquisition, submission, or sharing of it. Our responsibility for our own handling of information remains subject to applicable law and the limitations in these Terms.

6. Subscriptions, Trials, Fees, Cancellation, and Deletion

6.1 Your offer and plan

The offer presented before you subscribe identifies the plan, included features, usage limits, billing frequency, price, any trial or promotional period, and applicable cancellation terms. Plan information and transaction-specific terms you accept at checkout govern that purchase if they are more specific than these general Terms, subject to mandatory law and our privacy commitments.

Fees are in U.S. dollars unless expressly stated otherwise. Applicable taxes are disclosed or added as required. Monthly and annual plans have different billing periods. An annual plan charges for the annual period; displaying an equivalent monthly price does not make that plan monthly.

Usage limits apply as stated for your plan. Unless an offer expressly provides otherwise, unused allowances do not roll over and have no cash or refund value. We will not charge an undisclosed overage fee merely because you reach a limit. A paid add-on or upgrade requires the applicable purchase authorization.

6.2 Automatic renewal and payment authorization

A subscription renews automatically for the billing period disclosed at purchase unless you cancel before the next charge. By affirmatively authorizing the subscription, you authorize Clargenta and its payment processor to charge the disclosed recurring fee and applicable taxes to the payment method you provide, subject to required notices and consents.

We disclose material renewal terms before enrollment, obtain required affirmative consent, and provide a confirmation you can retain. A general acceptance of these Terms does not replace any separate subscription consent required by law.

Keep your payment details current. Payment networks or processors may provide updated payment credentials where permitted. We may retry a failed authorized charge, but cancellation stops authorization for new renewal periods. Cancellation does not by itself reverse a valid charge for a period that already began.

6.3 The free plan, free trials, and promotional offers

Lenaya Health has a free plan, Core. You do not need a payment method for it.

We may offer a free trial of a paid plan. The offer shows the plan, how long the trial lasts, the date of the first charge, and the price after it. A payment method is required to start a trial. If you do not cancel before the first charge date, the trial becomes a paid subscription at the price shown. If you cancel before that date, you are not charged for that plan: you keep it, free, through the trial's original end date, and then your account goes back to Core. Your records are kept. One free trial per person. A paid add-on you hold is charged as usual during a trial.

We provide trial-expiration, renewal, annual, and price-change notices to the extent and within the periods required by applicable law. An unused trial is not automatically canceled merely because you did not use the Services. Trial or promotional eligibility restrictions disclosed at signup apply; do not create accounts to circumvent them.

6.4 How to cancel

For a subscription purchased directly from Lenaya, cancel through the subscription or billing controls in your account at app.lenayahealth.com. If you cannot access those controls, contact support@lenayahealth.com for cancellation assistance. We may reasonably authenticate the request, but will not require unnecessary steps that obstruct cancellation.

Canceling a paid plan turns off its renewal and moves your account back to the free Core plan. Unless you delete your account or access is lawfully restricted under Section 14, you keep the paid plan through the end of the period you paid for or, during a free trial, through the trial's original end date. Your records are kept. An add-on such as Care Circle is separate: you remove it on the same page, and it ends at the end of the period paid for it. Cancellation is not an agreement to another billing period or a requirement to contact a salesperson.

The free Core plan cannot be canceled, because there is nothing to pay for. If you want to delete your account, go to Account Settings and delete your account.

Uninstalling an application, signing out, or stopping use does not cancel a subscription. If a subscription was purchased through an app store or another seller, use that seller's subscription-management process; its applicable billing and refund terms also apply. We identify the applicable seller at purchase.

6.5 Refunds, changes, and failed payments

Except as required by law or expressly provided in these Terms or the offer you accepted, fees already paid are nonrefundable, and we do not provide refunds or credits for unused time, unused allowances, or a change of mind. Nothing here restricts a legally available refund, billing dispute, or payment-provider remedy.

For a plan change you request, we show the applicable charge, credit, proration, and effective date before you confirm. Upgrades and downgrades follow those disclosed terms.

We may change prices or plan limits for future subscription periods with advance notice and cancellation information as required by law. A change will not retroactively increase an accepted charge or reduce the purchased allowance for a period already paid, except for a lawful restriction under Section 14. Where required, we obtain affirmative consent before imposing the change. Declining a change does not require continued payment; you may cancel before it applies.

If a payment is declined, we email you, keep your plan on for 24 hours, and normally try the payment once more. If that also fails, or if you try the payment again yourself and your card is refused, what the payment was for ends: a paid plan goes back to the free Core plan, and an add-on is removed, so people you invited through it lose access. You do not owe the declined payment, your records are kept, and you can choose the plan again at any time. We do not lock or delete an account because a payment failed.

6.6 Keeping and deleting your records

Your records stay in your account while you have an account, on a paid plan or on the free Core plan. We do not delete your records because a trial ended, a plan was canceled, or a payment failed.

If you want to delete your account, go to Account Settings and delete your account. You can export a copy of your records first. Deletion is described in Section 6.7 and in our Privacy Policy. We do not promise indefinite storage for inactive accounts, or restoration after deletion.

The same privacy commitments apply if security, legal, or authority concerns require restricting ordinary account access. Where access is restricted, contact support to exercise any applicable access or export right; we may use a different lawful delivery process rather than restore unrestricted account access.

6.7 Account deletion and unpaid balances

Deleting your account is different from canceling a plan: it requests deletion of account content and may end access immediately, even if paid time remains. Account deletion does not by itself create a refund. For directly billed Lenaya subscriptions, we stop future renewal charges when the account is deleted. A subscription billed by another seller must also be canceled through that seller where required by its process.

When you confirm account deletion, we write off the unpaid Lenaya subscription balance identified in the deletion confirmation. We show that amount before confirmation. This does not waive claims arising from fraud, unlawful recording, unauthorized access, or other misconduct, and does not cancel a balance owed to an independent seller. Limited billing and other legally retained records remain subject to the Privacy Policy.

7. Your Content and Our Limited Permission to Process It

"Your Content" includes recordings, documents, images, questions, and other information you or an authorized person submit. As between you and Clargenta, you retain the rights you hold in Your Content; we do not claim ownership of your medical records. This does not give you ownership of material belonging to a clinician or another rights holder.

You grant us a nonexclusive, royalty-free permission to host, store, reproduce, transmit, transcribe, extract, organize, generate requested output from, and display Your Content only as needed to provide and secure the Services, support your authorized use, carry out your sharing choices, and meet applicable legal requirements, in accordance with our Privacy Policy. We may allow processors to perform those functions under appropriate restrictions. This permission does not authorize independent advertising, sale of health content, or AI training.

The permission ends for deleted content when deletion is completed under the Privacy Policy, except for the limited processing necessary to carry out deletion or lawful retention. A continuing technical copy does not create permission for a new unrelated purpose.

We do not claim ownership of the health-related summaries, transcripts, or answers generated for your account. You may use and export them subject to the rights of others and these Terms. We do not guarantee that generated material is copyrightable, unique, or suitable for a particular purpose. Our software, models, methods, and other underlying technology remain ours or our licensors'.

We do not use Your Content to train or fine-tune generative AI models, and we do not permit our processors to use it to train their own models. This does not mean no processing or restricted abuse review occurs; our Privacy Policy explains those activities.

8. Care Circle

Care Circle lets an account holder or legally authorized representative invite other adults to access information for supporting care. Each invited person must accept these Terms, use their own account, and act within the permissions and legal authority that apply.

• Review the recipient, role, and scope before authorizing access. Depending on the role and features, access can include recordings, transcripts, summaries, documents, action items, questions and answers, health concerns, and later records within that scope.
• A role may permit recording visits or uploading documents for someone else. Section 5 applies to that member's activities.
• Required consents or medical-information authorizations must be completed before disclosure. We may limit or end access when authority is revoked, expires, or is disputed.
• You can change available permissions or remove a member. Removal ends future access through Lenaya within minutes, but cannot erase what someone already saw or copies they independently saved outside the Services.
• Members must use information only within their authority to support the person's care. Membership does not authorize public disclosure, resale, unrelated use, or additional sharing that requires another permission.

Choosing a member does not make that person our employee or agent. We do not supervise family relationships, guarantee a member's conduct, or adjudicate caregiving disputes. These limits do not remove our duties concerning access controls, authorized disclosures, or information we control.

9. AI Features and Their Limits

Automated speech recognition, document extraction, and generative AI can make mistakes. Errors may include incorrect medication names or dosages, dates, numbers, units, negations, speaker attribution, laboratory values, references, or links between records. Output may omit important material or give an unsupported answer with confident wording.

Answers are designed to use the records you are authorized to access. That design does not guarantee that an answer accurately represents those records. Information that was not recorded, was inaudible, was not uploaded, or was incorrectly extracted may be unavailable to the system. A source citation or link is an aid to verification, not a guarantee of accuracy.

Do not treat generated output as an official medical record, a diagnosis, a complete account of a visit, or a substitute for checking the underlying source and your clinician's instructions. Sections 2 and 3 apply to every automated feature.

You may report errors through support or available product features. Unless separately agreed in writing or required by law, we do not guarantee a response time, correction deadline, particular output, clinical review, or development of a requested feature. Applicable privacy correction rights remain available.

10. Acceptable Use

Do not:

• Record, upload, access, or share information without the consent or other authority required by these Terms and law.
• Use the Services to make professional clinical decisions, replace a clinician's official records, or fulfill a provider's recordkeeping duties without a separate written agreement authorizing that use.
• Use the Services as an emergency, patient-monitoring, or safety-critical system.
• Access another person's account or records without authorization, exceed Care Circle permissions, or impersonate a patient, clinician, or representative.
• Upload malicious software; disrupt infrastructure; evade payment, trial restrictions, usage limits, or security controls; or probe systems without authorization.
• Scrape or extract other users' information, or reverse engineer protected software or model components, except to the extent a restriction is prohibited by law. This does not prevent exporting your own records through authorized features.
• Resell or operate the Services as your own service, or allow unauthorized account access. An authorized caregiver's permitted support of a patient is not prohibited merely because the caregiver is paid.
• Use the Services unlawfully or to harass, threaten, defraud, infringe rights, or facilitate such conduct.

We may investigate credible misuse and restrict affected accounts or content as permitted by law and our Privacy Policy. We do not undertake general clinical review or continuous monitoring of all content. Reasonable enforcement must not be used to obstruct a lawful privacy request or billing cancellation.

11. Privacy and Health Information

Our Privacy Policy and applicable consumer health data notices explain our information practices, retention, permissions, and privacy rights. We handle personal information in accordance with those notices and applicable law. A content license, disclaimer, or general acceptance of these Terms does not expand the health-data uses permitted by those notices or replace legally required consent or authorization.

For the direct-to-consumer service described here, Lenaya does not provide clinical care or perform services on behalf of a HIPAA-covered healthcare organization as its business associate. HIPAA generally does not govern a consumer app's handling of a copy the patient independently places there when the app is neither a covered entity nor a business associate. The clinician's own records remain governed by the laws applicable to the clinician.

Your rights are not limited to the Privacy Policy. Applicable state medical-confidentiality and consumer health data laws, including CMIA where applicable, may provide additional protections. Nothing in these Terms waives rights that cannot lawfully be waived.

If a term conflicts with an applicable privacy notice concerning collection, use, disclosure, or deletion of personal information, the more protective applicable privacy commitment controls. This does not create an agreement to unlimited damages or a service-level warranty; Sections 15 and 16 apply only to the extent legally enforceable.

12. Intellectual Property and Feedback

The Services' software, interfaces, branding, and underlying technology are owned by Clargenta or its licensors. Subject to these Terms and applicable platform rules, we grant you a limited, personal, nonexclusive, nontransferable, nonsublicensable license to use the Services for the authorized purposes described here. All other rights are reserved. This does not transfer rights in Your Content to us.

If you voluntarily provide product suggestions, you grant us a perpetual, irrevocable, nonexclusive, royalty-free right to use those suggestions without compensation or attribution. This permission covers the suggestion, not an unrestricted right to use any medical records or personal information accompanying it. Personal information remains protected by the Privacy Policy.

Send intellectual-property complaints to support@lenayahealth.com, identifying the material, your claimed rights, and a way to contact you. We may remove or restrict allegedly infringing material and terminate appropriate accounts for repeated infringement, subject to law.

13. Third-Party Services and App Stores

The Services depend on third parties for functions such as sign-in, hosting, processing, payment, and communications. Outages or changes in those services can affect Lenaya. We do not guarantee their uninterrupted availability, and we do not control an independent provider's separate products or your separate agreement with it.

Third-party terms govern the services you obtain directly from that provider where applicable. Our use of a processor does not transfer all responsibility for our handling of your information to you or eliminate obligations imposed on us by law or our Privacy Policy.

If you download an application or buy a subscription through an app store, the applicable store terms and application license also apply. These Terms govern the Lenaya service and do not override mandatory platform terms. Purchases made directly from Lenaya and purchases made from an independent seller may have different payment-management processes, as disclosed at purchase.

14. Service Changes, Suspension, and Termination

We may update features, supported platforms, providers, security measures, or the way the Services operate. Unless expressly included in an accepted offer or separately agreed in writing, we do not promise a particular roadmap, support response time, uptime percentage, service credit, or continued availability of a particular feature.

Material reductions affecting a prepaid subscription are subject to the accepted offer and applicable law. Where practicable, we provide advance notice of a material adverse change or planned discontinuation. If we permanently discontinue a prepaid service for reasons unrelated to your breach, we will continue the purchased service through the end of the paid period. Any additional refund obligation imposed by law remains applicable.

We may suspend or terminate affected access when reasonably necessary because of a material breach, unlawful activity, fraud, a credible security threat, lack of required authority, unresolved payment, or a legal requirement. Where appropriate and practicable, we provide notice and an opportunity to resolve the issue. Immediate action may be necessary to protect information, comply with law, or prevent harm; we do not guarantee advance notice in those cases.

Ending access does not erase applicable privacy rights. What happens when a plan ends is described in Section 6; content handling, lawful retention, and deletion remain governed by the Privacy Policy. If normal export is unavailable because of a restriction, contact support for any access or copy to which you are legally entitled.

You may stop using the Services, cancel renewal, or delete your account through the applicable process. License rights end when your access ends, except as necessary to use lawfully exported material. Terms addressing accrued payment obligations subject to Section 6.7, ownership, completed or legally required processing, recording responsibility, disclaimers, liability, third-party claims, and disputes survive to the extent their purpose requires. Survival does not revive revoked sharing permission or permit indefinite health-data retention.

15. Warranty Disclaimers

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES AND GENERATED OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." EXCEPT FOR EXPRESS COMMITMENTS IN THESE TERMS, THE ACCEPTED PURCHASE OFFER, AND APPLICABLE PRIVACY NOTICES, WE DISCLAIM WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ALWAYS AVAILABLE, FREE OF ERRORS OR SECURITY INCIDENTS, COMPATIBLE WITH EVERY DEVICE, OR ABLE TO CAPTURE, PROCESS, OR RESTORE EVERY RECORDING OR FILE. WE DO NOT WARRANT THAT GENERATED OUTPUT WILL BE ACCURATE, COMPLETE, CURRENT, UNIQUE, OR CLINICALLY APPROPRIATE, OR THAT USE WILL ACHIEVE A HEALTH OUTCOME.

The Services are not a permanent archival service or a substitute for your own copies of important records. Maintain appropriate copies and verify information as explained above. That responsibility does not excuse our failure to honor an enforceable express commitment or a duty imposed by law.

General information from support or marketing does not create an additional warranty beyond an enforceable express commitment. Nothing in this section excuses a misrepresentation, overrides our privacy commitments, or excludes a warranty that applicable law does not allow us to exclude.

16. Limitation of Liability

For this section, the "Clargenta Parties" are Clargenta AI LLC and its members, managers, officers, employees, agents, and service providers, solely with respect to their provision of the Services. These protections do not cover an independent provider's separate relationship with you.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE CLARGENTA PARTIES WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, GOODWILL, DATA, OR RECORDINGS, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED THAT SUCH LOSS WAS POSSIBLE.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMBINED TOTAL LIABILITY OF ALL CLARGENTA PARTIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID FOR LENAYA SERVICES DURING THE TWELVE MONTHS IMMEDIATELY BEFORE THE FIRST EVENT GIVING RISE TO THE CLAIMS, OR (B) ONE HUNDRED U.S. DOLLARS (US $100). THIS IS AN AGGREGATE LIMIT, NOT A SEPARATE LIMIT FOR EACH CLAIM OR DEFENDANT.

These exclusions and limits apply across legal theories, including contract, tort (including ordinary negligence), and strict liability, to the extent permitted by law. They apply to claims involving service interruptions, loss of content, automated output, and permitted use of the Services, subject to the exceptions below. They are part of the allocation of risk reflected in the subscription price, and apply even if an available remedy does not fully compensate a loss.

Nothing in these Terms excludes or limits liability for fraud, willful misconduct, or gross negligence, or any liability or remedy that applicable law prohibits us from excluding or limiting. This includes nonwaivable consumer and medical-privacy rights and any personal-injury or other claim to the extent its liability cannot lawfully be limited. A legally required refund or other nonwaivable remedy is not denied because it exceeds the contractual cap. No provision restricts a government authority's enforcement powers.

If a particular exclusion or limit is unenforceable, it applies only to the lawful extent, and the remaining provisions apply to the extent they can lawfully operate independently.

17. Responsibility for Certain Third-Party Claims

To the extent permitted by law, you agree to indemnify and hold harmless Clargenta and its members, managers, officers, employees, and agents against third-party claims and resulting reasonable losses, damages, and legal expenses to the extent caused by:

• Your unlawful recording, upload, access, or disclosure of information;
• Your material breach of these Terms or misuse of the Services;
• Your infringement of another person's intellectual-property, privacy, or other rights; or
• A material misrepresentation by you concerning consent, identity, ownership, or authority.

This obligation does not apply merely because you used the Services normally, does not require you to fund the defense of your own good-faith claim against us, and does not cover losses to the extent caused by our breach, negligence, or unlawful conduct.

We will give reasonable notice of a claim for which we seek indemnification and reasonably cooperate with its defense. Failure to give prompt notice reduces your obligation only to the extent it materially prejudices the defense. You may defend a covered claim through counsel reasonably acceptable to us. If you do not undertake a reasonable defense after notice, or a material conflict requires separate representation, we may control the defense and recover reasonable covered costs to the extent permitted by law.

Neither party may settle a covered claim in a way that requires the other to admit wrongdoing or undertake a nonmonetary obligation without that party's consent. This section is not a promise by Clargenta to indemnify you for unrelated third-party disputes.

18. Governing Law and Disputes

New York law governs these Terms, without applying conflict-of-laws rules that would require another state's law, except that you retain any mandatory protections that the law of your state requires to apply. This choice does not remove nonwaivable consumer or health-privacy rights.

Subject to those mandatory rights and the exceptions below, disputes concerning these Terms or the Services must be brought in the state or federal courts located in the State of New York, and the parties consent to personal jurisdiction there for those disputes.

Before starting proceedings, we encourage you to contact support@lenayahealth.com with the issue and requested resolution. This is an opportunity to resolve the issue, not a mandatory waiting period, forfeiture of a claim, or extension of a legal filing deadline.

Either party may bring a qualifying claim in an appropriate small claims court. Either party may seek available urgent relief from a court with jurisdiction. You may contact or report an issue to a government authority at any time. Mandatory venue rights remain available where applicable.

Each party bears its own legal fees and costs unless applicable law, a court order, or the limited third-party indemnification in Section 17 provides otherwise. These Terms do not require binding arbitration or waive a jury or class proceeding that is otherwise legally available.

19. Changes to These Terms

We may revise these Terms prospectively. We identify the revised version and provide notice of material changes through the Services or an appropriate account communication before they apply, except where law requires a different process or immediate changes are necessary for a legal or security reason.

We obtain renewed affirmative acceptance when required by law or necessary for an enforceable material change. A material change to dispute resolution or the allocation of liability requires your affirmative acceptance before it applies to you. Other changes take effect on the date stated in the notice to the extent legally effective; they are not retroactive.

Changes do not rewrite rights or liabilities concerning events that occurred before the change took effect. If you do not accept an applicable revision, you may stop using the Services and cancel renewal. Access, export, deletion, and any applicable refund rights remain governed by the accepted terms and law. Merely deleting the published text of an earlier promise does not erase an accrued obligation.

20. General Terms

Entire agreement. These Terms, the accepted purchase terms, and expressly incorporated provisions form the agreement concerning the Services, subject to applicable privacy commitments and mandatory law. They supersede earlier agreements about the same subject only to the extent legally effective. They do not exclude liability for an actionable misrepresentation or defeat a mandatory right.

Severability and waiver. If a provision is invalid or unenforceable, a court may limit it to a lawful extent where permitted; otherwise it is severed if the remainder can lawfully stand. A failure or delay to enforce a provision is not a waiver of future enforcement.

Assignment. You may not transfer your account or this agreement without our consent, except as permitted by law. We may transfer this agreement with the Services in a merger, acquisition, reorganization, or asset transfer, or otherwise where lawful, subject to required notices, consents, and continuing privacy commitments. Assignment does not authorize a new use of health information or reduce mandatory rights.

Events beyond reasonable control. Subject to applicable law, we are not liable for delay or failure caused by events genuinely beyond our reasonable control, such as a natural disaster, major telecommunications failure, or government action. This provision does not excuse our own failure to meet a nonwaivable duty, a security obligation imposed by law, or applicable refund obligations. A provider's involvement alone does not establish that every failure was beyond our reasonable control.

Electronic communications. We may provide ordinary account, service, and contractual communications electronically through the Services or the contact information you provide, as permitted by law. Keep that information current. Where a law requires a separate electronic-delivery consent or particular form of notice, we follow that requirement. These Terms do not enroll you in optional promotional text messages or replace any separate consent required for them.

Relationship and beneficiaries. These Terms do not create employment, partnership, fiduciary, clinical, or agency relationships between you and Clargenta. Except for parties expressly protected by Sections 16 and 17 and any rights required by applicable platform terms, there are no intended third-party beneficiaries. This does not eliminate duties independently imposed by law or bind a nonparty without a valid legal basis.

21. Contact

Clargenta AI LLC
Lenaya Health is a product of Clargenta AI LLC.

Support, account issues, and legal inquiries: support@lenayahealth.com
Website: www.lenayahealth.com
Account and subscription access: app.lenayahealth.com

See also our Privacy Policy.