Terms and Conditions

1. Acceptance and Eligibility

These Terms and Conditions form a binding agreement between you and Clargenta AI LLC ("Clargenta," "we," "us," or "our"), the company that operates Lenaya Health, governing your use of the Lenaya Health websites, applications, and related services (the "Services"). Lenaya Health is the name of the product; Clargenta AI LLC is the contracting party. By creating an account or using the Services, you accept these Terms. If you do not accept them, do not use the Services.

You must be at least 18 years old and able to form a binding contract. The Services are offered only in the United States.

You may use the Services for your own care, or to help a family member or other person whose care you are supporting, provided you have that person's permission or the legal authority to act for them.

2. Lenaya Health Does Not Provide Medical Advice

Lenaya Health is a note-taking and organization tool. It is not a doctor, it does not practice medicine, and it does not give medical advice.

The Services record and transcribe conversations you choose to record, summarize them, extract follow-up items, read documents you upload, and answer questions grounded in your own records. Everything they produce is a convenience for you — a way to remember and make sense of what was said.

• The Services do not diagnose, treat, cure, or prevent any disease or condition.
• The Services are not a medical device and are not intended to be used as one.
• Nothing the Services produce is a substitute for the judgment of a qualified healthcare professional.
• Never disregard professional medical advice, or delay seeking it, because of something you read in the Services.
• Never start, stop, or change a medication or treatment based on the Services. Talk to your clinician.

Transcription and artificial intelligence make mistakes. A summary may omit something important, misattribute who said what, or state something the recording does not support. Always verify anything that matters against your clinician's own instructions and records.

3. Emergencies

The Services are not for emergencies. If you are experiencing a medical emergency, call 911 or your local emergency number, or go to the nearest emergency department. If you are in crisis or thinking about harming yourself, call or text 988 to reach the Suicide and Crisis Lifeline in the United States.

We do not monitor the Services for emergencies. Nobody at Lenaya Health reads your recordings or messages in real time or will respond to an urgent situation.

4. Your Account

You sign in using a supported third-party identity provider. You are responsible for keeping access to that account secure, and for everything that happens under your Lenaya Health account. Tell us promptly at support@lenayahealth.com if you believe your account has been used without your authorization.

Provide accurate information and keep it current. Do not share your account with anyone; use Care Circle instead, which is designed for that purpose and gives you control over what each person can see.

5. Recording Consent — Your Legal Responsibility

You are responsible for the legality of every recording you make. Read this section carefully; it protects you as much as it protects us.

Laws governing the recording of conversations vary by state. Some states permit recording with the consent of only one party. Others — including California, Florida, Illinois, Maryland, Massachusetts, Michigan, Montana, Nevada, New Hampshire, Oregon, Pennsylvania, and Washington — generally require the consent of every participant. Recording without the consent the law requires can carry civil and criminal penalties.

By using the recording features you agree that:

• You will determine what the law requires where the conversation takes place, and you will comply with it.
• You will obtain consent from every person whose consent is required before you begin recording.
• You will honor any request to stop recording, and you will respect any policy of the facility you are in.
• You will not record anyone covertly or in a manner they have not agreed to.

Lenaya Health cannot know where you are, who is present, or what has been agreed. We do not obtain consent for you and we do not verify that you obtained it. That responsibility is entirely yours.

6. Subscriptions, Fees, and Cancellation

Some features require a paid subscription. The plan you select describes its price, billing period, and the limits that apply to it, such as how many recordings, questions, or document uploads are included.

• Subscriptions renew automatically at the end of each billing period until you cancel.
• Fees are charged to the payment method you provide, through our third-party payment processor. You authorize those recurring charges.
• You may cancel at any time. Cancellation takes effect at the end of the current billing period, and you keep access until then.
• Except where the law requires otherwise, fees already paid are non-refundable and partial periods are not prorated.
• If a payment fails we may retry it and may suspend paid features until payment clears.
• Fees are exclusive of taxes, which we will add where required.

We may change prices or plan limits. We will give you notice before a change affects your renewal, and the change will not take effect until your next billing period. Continuing after that is acceptance; if you do not accept, cancel before the renewal date.

7. Your Content

Your recordings, transcripts, uploaded documents, questions, and other material you put into the Services are yours. We claim no ownership of them.

You grant us a limited, non-exclusive licence to host, store, copy, transmit, process, and display your content solely to operate and provide the Services to you and to those you have authorized through Care Circle, and to comply with the law. This licence exists so we can run the product; it ends with respect to content you delete, subject to the retention described in our Privacy Policy.

We do not use your content to train generative artificial intelligence models, and we do not permit our providers to do so.

You are responsible for having the right to provide any content you upload, including documents concerning another person.

8. Care Circle

Care Circle lets you give family members or caregivers access to your information. You decide who joins and what role they hold, and you may change or revoke access at any time.

• Invite people deliberately. A member may be able to see your recordings, transcripts, summaries, action items, documents, and identified health concerns.
• Removing a member ends their future access. It cannot undo what they have already seen.
• If you join someone else's circle, you must have their permission, and you must use their information only to support their care.
• Depending on the role granted, a member may record a visit on the account owner's behalf. Section 5 applies to that member in full.

9. AI Features and Their Limits

The Services use automated speech recognition and artificial intelligence. These systems are probabilistic. They can mis-hear words, attribute statements to the wrong speaker, omit material, or produce a confident answer that is wrong.

Answers are generated from your own records. If something was not captured — because it was not recorded, not audible, or not in a document you uploaded — the Services cannot know it, and an answer may be incomplete for that reason alone.

Treat all output as a draft to be verified, never as a record of fact. Section 2 applies to everything the AI features produce.

10. Acceptable Use

You agree not to:

• Record any conversation without the consent the law requires (Section 5).
• Upload another person's health information without their permission or your legal authority to act for them.
• Use the Services to make clinical decisions about another person in a professional capacity, or to substitute for a clinician's own documentation obligations.
• Attempt to access another user's account, data, or Care Circle.
• Reverse engineer, decompile, scrape, or attempt to extract source code or model weights, except where the law expressly permits it.
• Interfere with, overload, or disrupt the Services or the infrastructure they run on, or circumvent any limit, rate control, or security measure.
• Resell, sublicense, or provide the Services to third parties as a service of your own.
• Use the Services unlawfully, or to harass, threaten, defraud, or infringe the rights of anyone.

11. Privacy

Our Privacy Policy explains what we collect, how we use it, who can see it, and the rights you have. It forms part of these Terms. Note in particular that Lenaya Health is a consumer service and Clargenta AI LLC is not a HIPAA covered entity or business associate; the protections that apply to your information here are those set out in the Privacy Policy.

12. Intellectual Property and Feedback

The Services, including all software, interfaces, text, graphics, and trademarks, are owned by Clargenta AI LLC or its licensors and are protected by intellectual property law. We grant you a limited, personal, non-exclusive, non-transferable, revocable licence to use the Services in accordance with these Terms. All rights not expressly granted are reserved.

If you send us feedback or suggestions, you grant us an unrestricted, perpetual, royalty-free right to use them without obligation to you.

13. Third-Party Services

The Services rely on third parties for identity and sign-in, cloud hosting and storage, speech recognition, artificial intelligence processing, document text extraction, payment processing, and message delivery. Their own terms and privacy practices govern their services. We are not responsible for third-party services, and their availability is outside our control.

14. Changes, Suspension, and Termination

We may modify, suspend, or discontinue any part of the Services. We will give reasonable notice of a material adverse change where practicable.

We may suspend or terminate your access if you materially breach these Terms, if required by law, or if necessary to protect the Services or other users. You may stop using the Services and delete your account at any time.

On termination, your licence ends. You may request an export of your information, and may request deletion, as described in the Privacy Policy. Sections that by their nature should survive — including 2, 3, 5, 7, 12, 15, 16, 17, and 18 — survive termination.

15. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY LAW, CLARGENTA AI LLC DISCLAIMS ALL WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT RECORDINGS WILL BE CAPTURED OR PRESERVED, OR THAT TRANSCRIPTS, SUMMARIES, ACTION ITEMS, OR ANSWERS WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PURPOSE. THE SERVICES DO NOT PROVIDE MEDICAL ADVICE AND ARE NOT A SUBSTITUTE FOR PROFESSIONAL CARE.

Some jurisdictions do not allow the exclusion of certain warranties, so parts of this section may not apply to you.

16. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, CLARGENTA AI LLC WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, RECORDINGS, OR GOODWILL, ARISING OUT OF OR RELATING TO THE SERVICES, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES WILL NOT EXCEED THE GREATER OF THE AMOUNTS YOU PAID US IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED U.S. DOLLARS.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so parts of this section may not apply to you. Nothing in these Terms limits liability that cannot be limited by law.

17. Indemnification

You will indemnify and hold harmless Clargenta AI LLC and its officers, directors, employees, and agents from any claim, loss, liability, or expense, including reasonable attorneys' fees, arising out of your use of the Services, your content, your breach of these Terms, your violation of law — including any recording law under Section 5 — or your infringement of anyone's rights.

18. Governing Law and Disputes

These Terms are governed by the laws of the State of Colorado, without regard to its conflict of laws rules. The exclusive venue for any dispute is the state or federal courts located in Colorado, and you consent to their personal jurisdiction.

Before filing anything, please contact us at support@lenayahealth.com. Most problems can be resolved quickly and informally.

Nothing here prevents either party from seeking injunctive relief, or you from bringing a claim in small claims court, or from reporting a matter to a government agency.

19. Changes to These Terms

We may update these Terms. We will post the updated version and revise the "Last Updated" date, and we will give prominent notice of material changes. Changes take effect when posted, or on the date stated in the notice. Continuing to use the Services after that is acceptance. If you do not accept, stop using the Services and delete your account.

20. Contact