Terms of Service

Updated: 8/20/2025

1. Acceptance of Terms

These terms of use (these “Terms”) set forth the terms and conditions under which xHeal Corp. ("xHeal," "we," "us," or "our") provides you (“you” or “your”) with access to and use of our proprietary “xHeal” personal health record application (“xHeal” and, together with any related PHR services we may offer from time to time, the “Services”).  

These Terms of Service ("Terms" or "Agreement") outline the rules and regulations for the use of our website at https://www.xheal.ai (the "Website"), our software application (the "App"), and any and all related networks, websites, downloadable software, mobile applications, tablet applications, and other services, information, materials, devices, and products we provide to you (collectively, our "Service"). Our Service also covers the processed data, content, or surveys we make available on or through the Apps, Communications, or Website.

Please read these Terms carefully before accessing or using any part of the Services. By accessing or using the Services, you agree that you have read, understand, and agree to be bound by these Terms, as well as by the xHeal Privacy Policy (“Privacy Policy”) which is hereby incorporated into these Terms. If you do not agree to these Terms, you should not use our Services.

Our Services are available only to, and may only be used by, individuals who can form legally binding contracts under applicable law (“applicable law” as used herein shall mean any and all federal, state, local and/or international laws, statutes, regulations and ordinances that may apply to a user of the Services). It is solely each user’s obligation to determine what law may be applicable to them. Individuals between the ages of 13 and 18 can use the Services only in conjunction with and under the supervision of an Authorized Representative (as defined below). In such a case, the Authorized Representative is the user and is responsible for any and all activities of the minor. Individuals under age 13 may not use the Services.

FURTHER, THESE TERMS CONTAIN AN AGREEMENT TO ARBITRATE, WHICH REQUIRES THAT YOU AND xHeal. ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT AND LIMITS CLASS ACTION CLAIMS UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE AS DESCRIBED IN THE AGREEMENT TO ARBITRATE (SEE SECTION 24 “DISPUTE RESOLUTION; AGREEMENT TO ARBITRATE”).

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2. Definitions

Capitalized terms used in these Terms and not otherwise defined have the following meanings:

a. “Aggregate Data” means Content that has been combined with the data of additional users of the Services or other data and anonymized by the removal or alteration of names and other identifiers, such that it cannot be used to identify you or another natural person.

b. “Authorized Representative” means an individual that: (i) you have authorized to access the Services on your behalf; or (ii) is the parent, guardian or other legal representative of a minor accessing the Services.

c. “Content” means any information, including any images, data, text, photographs, messages or other materials or Personal Information, that a user provides to us or that we process on behalf of a user through the Services, including, but not limited to:

• name and contact information, such as your address, phone number, or email address;
• medical history, conditions, treatments, laboratory results, and medications;
• healthcare claims, health plan account numbers, bills, and insurance information;
• demographic information, such as age, gender, ethnicity, and occupation; and
• computer information, such as your IP address and "cookie" preferences.

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d. “Personal Information” means information about you that reasonably can be linked to you, such as your name, social security number, health information, demographic information, and/or other identifiers as may be defined under state and federal law.

e. "PHR" means personal health record.

f. “Provider” means a healthcare provider, healthcare practice, or hospital.

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3. Frequently Incorrect

xHeal is frequently incorrect and does not guarantee accuracy or correctness in anything it says. Users understand that all information discussed with xHeal must be verified with their real doctor, as xHeal is often wrong. This includes but is not limited to information about diagnoses, treatments, medications, condition risk calculator, nutrition supplements and medical advice. Users acknowledge that relying on xHeal's information without verification from a qualified healthcare provider could lead to harmful outcomes, for which xHeal bears no liability.

4. Not Medical Care

xHeal does not provide medical advice and is not a doctor. xHeal does not practice medicine and does not provide patient care. The Services, Content, and App provided by xHeal are not intended to constitute medical advice, instruction, diagnosis, treatment, or care. Always seek the advice of your physician or other qualified health provider regarding any data, information, or results provided by xHeal.

5. Not for Emergency Medical Situations or Mental Health Crises

xHeal IS NOT FOR EMERGENCIES. xHeal CANNOT and MUST NOT be used for medical emergencies of any kind. If you are experiencing a medical emergency, call your local emergency services (such as 911 in the United States) or go to your nearest emergency room immediately.

xHeal is expressly prohibited for use in the following situations:

• Any current or past thoughts or intentions of suicide or self-harm
• Any current or past thoughts or intentions of harming others
• Current or historical violent thoughts or ideations of any kind
• Any history of psychiatric issues or mental health crises
• Acute or rapidly worsening symptoms that may indicate a life-threatening condition
• Injuries, bleeding, loss of consciousness, difficulty breathing, chest pain, or suspected stroke
• Any user with a history of attempting suicide, self-harm, or violence toward others

If xHeal's AI system detects content related to any of the above prohibited uses, it may automatically terminate the conversation and direct users to appropriate emergency resources. For registered users, xHeal reserves the right to immediately suspend or terminate user accounts without prior notice if such prohibited content is detected. This action is taken to protect both the user and xHeal, as our service is not designed to address these serious situations and inappropriate use could result in harm.

If you are experiencing thoughts of suicide or self-harm, please contact the National Suicide Prevention Lifeline at 988 (US), or text HOME to 741741 to reach the Crisis Text Line. For users outside the US, please contact your local crisis intervention services immediately.

Any attempt to use xHeal for these prohibited purposes constitutes a material breach of these Terms of Service, and xHeal reserves the right to terminate your access to the Service immediately and without notice.

6. Description of Service

a. The Services allow users to store, manage, and access their personal health records (“Health Records”) and related Content online. The Services include the ability to collect, store, manage and share health information, as well as to access certain health-related resources and tools.

b. We reserve the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof) any time. Depending on the nature of the change, we may notify you through the Services or the email address you provide to us in connection with your account. Your continued use of the Services after the effective date of any such changes constitutes your acceptance of the new Terms. Your sole remedy if you are dissatisfied with our Services or these Terms is that you may discontinue your use of our Services. Modifications within your Account are not automatically communicated to your Providers or any third-party sources. If you want your Provider or a third party to know of changes within your Account, you must inform the Provider or third-party of such changes.

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7. Registration Obligations

Account. To access and use the Services, you may be required to register an account (“Account”). If you choose to register for the Services, you agree to: (a) provide true, accurate, current, and complete information about yourself as prompted by the Services’ registration form and (b) maintain and promptly update the registration data to keep it true, accurate, current, and complete. Please refer to our Privacy Policy for additional information on our practices for handling personally identifiable information.

Login Credentials. When establishing an Account, you are also required to establish login credentials, or we may permit you to login via a third party application (your username and password for us or any third party application are your “Login Credentials”). You are responsible for the confidentiality of your Login Credentials and any use of your Login Credentials and Account. You agree to: (a) immediately notify xHeal at support@xheal.ai if you suspect any unauthorized use of Login Credentials or Account or other breach of security, and (b) ensure that you exit from your Account at the end of each session. We are not liable for any acts or omissions by you in connection with your Account or any damages arising from your failure to comply with this Section 7.

Account Restrictions. xHeal reserves the right to restrict who is eligible for an account. xHeal reserves the right in its sole discretion to determine who may qualify for an account and reserves the right to reject or revoke any account at any time without liability. xHeal may enable you to create accounts for minors or other members of your family over whom you have legal authority. You may only do so if you are the Authorized Individual, and by doing so, you certify that you have such authority. xHeal may enable you to give access to your Account to Authorized Individuals. When you give access to an Authorized Individual, you grant permission to such Authorized Individual to access the information contained within, and/or perform certain transactions through, your Account. You also may permit your Providers to communicate with such Authorized Individuals about your health status.

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8. General License; Restrictions

License. Subject to your compliance with these Terms, xHeal hereby grants to you, a personal, worldwide, royalty-free, non-sublicensable, non-transferrable, and non-exclusive license to use the Services in accordance with these Terms and any other documentation we make available from time to time.

License Restrictions. You may not perform, engage in or attempt any of the following with respect to the and Services: (i) use the Services in order to generate an alternative thereto, including by using or submitting the Services through any artificial intelligence (including generative artificial intelligence or large language model), machine learning, or similar system; (ii) pledging, renting, leasing, sharing, distributing, selling of the Services; (iii) using any robots, spiders, or similar data mining, data gathering, “scraping”, extraction tools, or manual processes to collect, gather, or copy any content or data on or related to the Services; (iv) using any of the Services to support any illegal activity.

Prohibited Conduct. You agree that in the course of using the Services, you will not, directly or indirectly: (i) use the Services to transmit any Content that: (A) is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, hateful, fraudulent, invasive of another’s privacy, tortious, discriminatory, obscene, pornographic, lewd, lascivious or otherwise objectionable, as determined by us; (B) is false, inaccurate, misleading, defamatory or libelous Content (including without limitation personal information); (C) infringes another’s copyright, trademark, trade secret or other intellectual property rights or other rights of any entity or person; or (D) introduces viruses, worms, Trojan horses and/or harmful code into the Services; (ii) impersonate any person or entity, including any of our employees or representatives or users, or falsely state or otherwise misrepresent your affiliation with a person or entity; or (iii) interfere or attempt to interfere with the proper working of the Services or any activities conducted through them, including by bypassing any measures we may use to prevent or restrict access to the Services or by circumventing or manipulating our payment process.

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9. Fees

Free Trial. You are eligible for a 7-day free trial of the Service. The free trial period begins on the day you register for the Service. During the free trial period, users will have full access to the Service without being charged.  You must provide a valid payment method at the time of registration to activate the free trial. No charges will be made to the payment method during the free trial period.

Subscription Fees. After the 7-day free trial period ends, you will be automatically enrolled in the selected subscription plan (Basic or Premium) and charged a monthly or annual subscription fee corresponding to the selected plan. The subscription fee is subject to change at the discretion of xHeal. You will be notified of any changes to the subscription fee at least 30 days in advance.

Payment Terms.  Subscription fees are billed on a monthly or annual basis and are due on the same day each month (the “Billing Date”). By subscribing to the Service, you authorize xHeal to charge the provided payment method for the monthly or annual subscription fee on each Billing Date, starting immediately after the end of the 7-day free trial period.

Late Payments. If a payment is not successfully processed on the Billing Date, xHeal may attempt to process the payment again. If the payment remains unsuccessful, your access to the Service may be suspended or terminated. You are responsible for any fees or charges incurred due to failed or late payments, including but not limited to overdraft fees or charges imposed by your financial institution.

Refunds. Subscription fees are non-refundable, except as required by law or as otherwise determined by xHeal in its sole discretion. If you cancel your subscription, you will continue to have access to the Service until the end of the current billing period. No prorated refunds will be provided for partial months of service.

Cancellation. You may cancel your subscription at any time by following the cancellation procedures outlined on the xHeal website or by contacting customer support at support@xheal.ai. Upon cancellation, you will not be charged for subsequent billing periods, but no refunds will be issued for the current billing period.

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‍10. Health Record Collection

Health Records. As part of the Services, xHeal collects your Health Records on your behalf and populates them in your Account. Your Health Records are collected through one or more of the following processes: (i) you identify the Providers from which you have received medical care; (ii) you connect xHeal to the online portal hosted by your Providers; (iv) we send a request for your Health Records to Providers or their representatives; (v) we request additional Health Records from another Provider identified in a Health Record, such as requesting a copy of a lab test result from the laboratory identified in your doctor’s medical record); and (vi) you can also choose to obtain your own records and upload them into your Account.

Requests. xHeal will never send a request for your Health Records unless you choose to have us do so through the Services. By using the Services to collect your Health Records, you authorize xHeal to populate and transmit all applicable documentation to your Provider and, if applicable, to use the login credentials you provide to us to login to your Provider’s online portal to obtain your Health Records.

Provider Accounts. In the event that you elect to utilize xHeal’s Record collection functionality, you authorize xHeal to access your Provider accounts on your behalf and you represent and warrant to us that: (a) doing so is not a breach of your agreement with each such Provider; and (b) you have all necessary rights, licenses, and consents required to grant xHeal access to your Provider accounts.

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11. Communications

Consent to Communication. By using the Services, you consent to receive communications from us by SMS and email using the contact information provided when registering your Account, as you may update from time to time. Such communications include announcements (including notifications each time these Terms have been modified), administrative messages, service updates, and other non-transactional communications which are, collectively, considered part of the Services, as well as for other purposes including, not limited to the following categories:

• Health or wellbeing related communications;
• advertising, marketing or promotional communications;
• Non-prescription supplement recommendations;
• prescription or appointment reminders; and
• Account management functions.

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Opt-Out. Except for communications we are required to make to you, you may opt-out of receiving advertising, marketing, or promotional communications from us by following the instructions in those communications or by contacting us at legal@xheal.ai.

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12. Intellectual Property

General License. Our Services are licensed to you, not sold. As between you and xHeal, we or our licensors own all right, title and interest, including all intellectual and other proprietary rights in and to the Services and their contents, including the xHeal application, except to the extent such content derives from the information you submit. You may not use the xHeal name or our slogans, trademarks, service marks and logos (collectively, “Marks”) without our prior written consent. All other Marks on the Services are the property of their respective owners. ‍

Your Content. You retain ownership of your Content and related intellectual property rights. These Terms do not grant us any licenses or rights to your Content except for the limited license described below. However, you are responsible for your Content, and you must ensure that you have all the rights and permissions needed to use that Content in connection with the Services.

License to Your Content. By uploading your Content to the Services, you: (i) represent and warrant that you have all necessary rights to upload, share, post, transmit or otherwise make available such Content; and (ii) hereby grant to xHeal a worldwide, non-exclusive, irrevocable, limited, royalty-free license to use, reproduce, distribute, modify, translate, adapt, create derivative works, make publicly available, and otherwise use your Content: (A) to provide the Services to you; (B) for the purposes permitted by our Privacy Policy; (C) to analyze and improve the Services; (D) to compile, use and disclose aggregate or de-identified data, statistics, measurements or other metrics derived from your Content (including in combination with the aggregate or de-identified content of other users of the Services) for our own purposes in a manner such that the aggregate or de-identified content does not identify you or any other individual; and (E) without limiting the foregoing (A)-(C), to improve our Services through the application of machine learning, tuning or any enhancement, modification, derivative or other improvement to the Services in connection with the provision of any Service (“AI Improvements”) and to exploit such AI Improvements without limitation. You agree xHeal may extract and retain patterns from your Content processed in connection with your use of the Services which do not identify you and do not enable reconstruction of your Content (“Patterns”) and use, copy, prepare derivative works of or otherwise exploit any such Pattern to continue to improve our Services in perpetuity. Any AI Improvement arising from the Services shall be the sole and exclusive property of xHeal.‍

Limited Feedback License. You hereby grant to xHeal, at no charge, a non-exclusive, royalty-free, worldwide, transferable, sub-licensable (through one or more tiers), perpetual, irrevocable license in and to suggestions, comments and other forms of feedback (“Feedback”) regarding xHeal other Services, including Feedback regarding satisfaction with the Services features, usability and use, and bug reports, to reproduce, perform, display, create derivative works of the Feedback and distribute such Feedback and/or derivative works in the Services or any other products or services. Feedback is provided by you “as is” without warranty of any kind by you.

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13. User Conduct

You understand that all Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from whom such content originated. This means that you, and not xHeal, are entirely responsible for all content that you upload, post, email, transmit, or otherwise make available via the Services. We are not responsible for what you do with your Content and may refuse to utilize your Content to provide you with any Services if we believe your Content has been inappropriately shared with us or violates the rights of any party.

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14. Termination

Termination. You may terminate this Agreement by ceasing to use the Services at any time. You can also contact us at support@xheal.ai and request that we close your Account.

Termination. You agree that we may, under certain circumstances and without prior notice, immediately terminate your Account and access to the Service. Cause for such termination shall include, but not be limited to: (i) breaches or violations of the Terms or other incorporated agreements or guidelines; (ii) requests by law enforcement or other government agencies; (iii) discontinuation or material modification to the Services; (iv) unexpected technical or security issues or problems; and (v) extended periods of Account inactivity.

Effect of Termination. In the event of termination in accordance with this Section 14, we will endeavor to inform you in advance and will provide you with a reasonable opportunity to download your Health Records and other Content. However, if we terminate this Agreement or suspend your Account as a result of any actual or suspected fraudulent or illegal activity via your Account, xHeal will not be liable to you or any third party for any such termination or suspension of your access to the Services.

Survival. In addition to accrued obligations, the following sections will survive the termination or expiration of these Terms, including if xHeal ceases to provide the Services: Sections 7.b (Login Credentials); 8.b and 8.c (General License; Restrictions); 9 (Fees); 12 (Intellectual Property), 12.c and 12.d (Termination); 15 (Limitation of Liability); 16 (Indemnification); 17 (Disclaimer); 22 (California Residents); 23 (Dispute Resolution; Agreement to Arbitrate); and 24 (General Information).

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15. Limitation of Liability

Direct Damages Limitation. xHeal AND ITS LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE OR OST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, EVEN IF xHeal OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING OUT OF THE LICENSING, PROVISION OR USE OF THE SERVICES OR RESULTS THEREOF. xHeal WILL NOT BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.

Limits on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, xHeal AND ITS LICENSORS’ TOTAL LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT YOU HAVE PAID TO xHeal FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM.  YOU RELEASE xHeal AND ITS LICENSORS FROM ALL OBLIGATIONS, LIABILITY, CLAIMS, OR DEMANDS RELATING TO xHeal OR OTHER SERVICES, AND THESE TERMS IN EXCESS OF THE LIMITATION PROVIDED FOR IN THIS SECTION 15(b).

Exclusions. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION 15 MAY NOT APPLY TO YOU.

Waiver. If applicable, you waive California Civil Code Section 1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

‍Limitation on Claims. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

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16. Indemnification

Indemnification. To the maximum extent permitted by law, you will indemnify, and hold harmless and, at our request, defend xHeal and its affiliates and its and their respective, licensors, agents and service providers and each of their and our respective successors and assigns for, from and against any liabilities, damages, judgments, awards, losses, costs or expenses (including reasonable attorneys’ fees and the fees of professional advisors) arising out of or relating to any claim, dispute or allegation that arising from or in connection with: (a) your violation of these Terms or any applicable law; (b) any unauthorized use of your Account; (c) your Content; (d) use of your credentials to access your Provider accounts; or (d) your violation of any rights of any third party; or (e) your negligence or willful misconduct.

Notices; Settlement. xHeal will notify you promptly of any claim or liability for which indemnification is sought, provided, however, that the failure to give such notice will not relieve you of your obligations hereunder except to the extent that you were actually and materially prejudiced by such failure. You may not settle any claim for which indemnification is sought under this Section 16 without the prior written approval of xHeal, which approval will not be unreasonably withheld or delayed.

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17. Disclaimer

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, xHeal EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. xHeal DOES NOT WARRANT THAT: (i) THE SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE; (ii) THE SERVICES WILL MEET YOUR REQUIREMENTS; AND (iii) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES ARE ACCURATE OR RELIABLE.  Some jurisdictions do not allow the disclaimer or exclusion of certain warranties. Accordingly, some of the disclaimers set forth above may not apply to you or be enforceable with respect to you. If you are dissatisfied with any portion of the Services or with these Terms, your sole and exclusive remedy is to discontinue use of the Services.

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18. Not an Emergency Service

Neither xHeal nor any of our other Services do provide any emergency or urgent medical services. PLEASE CALL 911 OR YOUR HEALTH CARE PROVIDER IF YOU BELIEVE THAT YOU ARE EXPERIENCING A MEDICAL EMERGENCY OR IF YOU NEED URGENT CARE.

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19. Not Medical Advice

You acknowledge and agree that neither xHeal nor the Services offer medical advice. Any content or data accessed through the Services are for informational purposes only and is not a substitute for the professional judgment of health care providers in diagnosing and treating patients. xHeal is not responsible for the accuracy, timeliness, or completeness of your Personal Information, or for any reliance by you or any medical professional on your Personal Information within the PHR. xHeal is not responsible for any Provider's reliance or non-reliance on your Content or the accuracy thereof.

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20. Jurisdictional Issues; Export Controls.

xHeal makes no representations that information through the Services is appropriate or available for use outside the United States. If you choose to access any Services from outside the United States, you do so on your own initiative and at your own risk and you agree and acknowledge that you are responsible for complying with all applicable United States laws as well as your local laws and regulations. You are responsible for complying with all applicable United States laws as well as any local laws and regulations that may impact your transaction and you understand that xHeal disclaims all responsibility related to such activities and compliance obligations. Without limiting the foregoing, you may not access, use, export, re-export, divert, transfer in-country, or disclose any portion of the Services or any related software, technical information, or materials, directly or indirectly, in violation of any United States and other applicable country export controls and sanctions laws, rules, and regulations and requirements. You agree not to upload any Content (including information on encryption) whose export is specifically controlled by such laws.

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21. Updates

Except for changes to the dispute resolution provisions (see Section 24.l), we may, in our sole discretion, modify, update or restate these Terms at any time. We will update the “Last Updated” date at the top of these Terms. If we make changes that are material, we may also attempt to notify you. However, it is your sole responsibility to review the Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access to or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms.

22. Data Breach Notification

In the event of a data breach that affects your personal information, xHeal will notify you in accordance with applicable laws and regulations. Notification will typically be provided via email and will include information about the nature of the breach, the data affected, steps we are taking to address the breach, and recommendations for protecting yourself. You acknowledge that prompt notification may not always be possible as we investigate the scope and impact of any security incident.

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23. California Residents

If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, residents of California have the right to request from a business, with whom the California resident has an established business relationship, certain information with respect to the types of personal information the business shares with third parties for direct marketing purposes by such third party and the identities of the third parties with whom the business has shared such information during the immediately preceding calendar year. To request a copy of the information disclosure provided by us pursuant to Section 1798.83 of the California Civil Code, please contact us at: legal@xheal.ai.

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24. Dispute Resolution; Agreement to Arbitrate

Arbitration. You agree that, except as set forth in this Section 24, any dispute, claim or controversy arising out of or in connection with our Services (each, for the purposes of this Section 24, a “Claim”) will be determined by binding arbitration or small claims court, instead of in courts of general jurisdiction.

Small Claims. Subject to the satisfaction of all applicable requirements of small claims court, you or xHeal may seek to have a Claim resolved in small claims court. You or xHeal bring a Claim in a small claims court in the jurisdiction in which you reside or in the small claims court in closest proximity to your residence. You may also bring a Claim in small claims court in the State of Florida, USA.

U.S. Federal Arbitration Act. Arbitration uses a neutral arbitrator instead of a judge or jury, and is more informal than a lawsuit in court. Arbitration may permit more limited discovery than a court proceeding, and is subject to very limited review by courts. However, the same damages and relief that a court can award can be awarded by arbitrators. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this Section 24. You also agree that you and xHeal each hereby expressly waive the right to participate in a class action.

Notice of Claim. In the event that you elect to seek to have a Claim arbitrated, you are required to first send xHeal’s registered agent a written notice of your Claim (“Notice of Claim”). Your Notice of Claim should be sent in care of xHeal Legal Department, at legal@xheal.ai. Your Notice of Claim should include your mailing address and your email address that we may use to contact you. If xHeal elects to seek to have a Claim arbitrated, we will send a written Notice of Claim to the address that we have on file for you by certified mail. Any Notice of Claim must include enough information for us to identify you and attempt to resolve your Claim, including both a description of the nature and basis of your Claim, any supporting documentation, and the specific amount of damages or other relief you are seeking.

Arbitration Rules. The arbitration of all disputes will be administered by the AAA under its rules in effect at the time the arbitration is commenced, available at www.adr.org or by calling 1-800-778-7879, except to the extent any of those rules conflict with our agreement in these Terms, in which case these Terms will govern to the extent of the conflict. Except as you and xHeal otherwise agree, any arbitration hearings will take place in the county (or parish) of either your residence or of the mailing address you provided in your Notice of Claim.

Arbitrator Selection. The arbitrator will be either: (i) a retired judge; or (ii) an attorney specifically licensed to practice law in the State of Florida or the state of your residence and will be selected by the parties from the AAA’s National Roster of arbitrators, as follows: (A) the AAA will send the parties a list of five (5) candidates meeting the foregoing criteria; (B) if the parties cannot agree on an arbitrator from the list, each party shall return its list to the AAA within ten (10) days, striking up to two (2) candidates, and ranking the remaining candidates in order of preference; (C) the AAA shall appoint as arbitrator the candidate with the highest aggregate ranking; and (D) if for any reason the appointment cannot be made according to this procedure, the AAA may exercise its discretion in appointing the arbitrator. All arbitrators appointed pursuant to this process are subject to the disclosure and disqualification procedures set forth in the AAA rules and any applicable laws. The arbitrator is bound by these Terms. Except as otherwise provided below, all issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration provision.

Administrative Conference. The parties agree that an administrative conference with the AAA shall be conducted in each arbitration proceeding, and you and a representative of xHeal shall appear at the administrative conference via telephone. If you fail to appear at the administrative conference, regardless of whether your counsel attends, the AAA will administratively close the arbitration proceeding without prejudice, unless you show good cause as to why you were not able to attend the conference.

Decision of Arbitrator. The arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The award shall be binding only among the parties and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. xHeal will not seek to recover its attorneys’ fees and costs in arbitration from you unless the arbitrator finds that either the substance of your claim or the relief sought in your demand for arbitration (a “Demand for Arbitration”) was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). Judgment on any award may be entered in any court having jurisdiction. This agreement to arbitrate shall not preclude any party to the arbitration from at any time seeking injunctions or other forms of equitable relief in aid of arbitration from a court of appropriate jurisdiction including whether a Demand for Arbitration is filed in violation of these Terms.

Injunctive Relief. Unless you or xHeal seek to have a Claim resolved in small claims court, the arbitrator may award on an individual basis any relief that would be available in a court, including injunctive or declaratory relief and attorneys’ fees. If you seek injunctive or declaratory relief, you agree that the arbitrator may award injunctive or declaratory relief in favor of you alone, and only to the extent necessary to resolve your individual Claim.

Payment of Fees. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. If you initiate an arbitration, you are required to pay AAA’s initial filing fee, but xHeal will reimburse you for this filing fee at the conclusion of the arbitration to the extent it exceeds the fee for filing a complaint in a federal or state court in your county of residence or in the State of Florida. If the arbitrator finds that either the substance of your Claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and xHeal will not reimburse your initial filing fee. The parties agree that the AAA has discretion to modify the amount or timing of any administrative or arbitration fees due under the AAA Rules where it deems appropriate, provided that such modification does not increase the AAA fees to you or xHeal and you and xHeal waive any objection to such fee modification.

Opt-Out. You may opt out of this agreement to Arbitrate. If you do so, neither you nor we can require the other to participate in an arbitration proceeding. To opt out, you must notify xHeal in writing within thirty (30) days of the date that you first became subject to this arbitration provision. The opt-out notice must state that you do not agree to the agreement to Arbitrate and must include your name, address, phone number, your Account to which the opt-out applies and a clear statement that you want to opt out of this agreement to Arbitrate. You must sign the opt-out notice for it to be effective. This procedure is the only way you can opt out of the agreement to Arbitrate. You must use this address to opt out:

xHeal, Inc., ATTN: Arbitration Opt-Out, legal@xheal.ai

Effect of Changes on Arbitration. Notwithstanding any provision in these Terms to the contrary, you and xHeal agree that if xHeal make any change to the arbitration procedures (other than a change to any notice address provided herein) in the future, that change shall not apply to any claim that was filed in a legal proceeding against xHeal prior to the effective date of the change. Moreover, if xHeal seek to terminate the arbitration procedures set forth in this Section 24.l from these Terms, such termination shall not be effective until thirty (30) days after the version of these Terms not containing the Arbitration Procedures is posted to the Services and shall not be effective as to any claim that was filed in a legal proceeding against xHeal prior to the effective date of removal.

Waiver of Class Actions. BY ENTERING INTO THIS AGREEMENT, YOU AND xHeal ACKNOWLEDGE AND AGREE TO WAIVE CERTAIN RIGHTS TO LITIGATE DISPUTES IN COURT, TO RECEIVE A JURY TRIAL OR TO PARTICIPATE AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY CLAIM ON A CLASS OR CONSOLIDATED BASIS OR IN A REPRESENTATIVE CAPACITY. YOU AND xHeal BOTH AGREE THAT ANY ARBITRATION WILL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT A CONSOLIDATED, CLASS-WIDE OR REPRESENTATIVE BASIS AND THE ARBITRATOR SHALL HAVE NO AUTHORITY TO PROCEED WITH AN ARBITRATION ON A CLASS OR REPRESENTATIVE BASIS. THE ARBITRATOR MAY AWARD INJUNCTIVE RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM. IF FOR ANY REASON THE ARBITRATION CLAUSE SET FORTH IN THIS AGREEMENT IS DEEMED INAPPLICABLE OR INVALID, OR TO THE EXTENT THE ARBITRATION CLAUSE ALLOWS FOR LITIGATION OF DISPUTES IN COURT, YOU AND xHeal BOTH WAIVE, TO THE FULLEST EXTENT ALLOWED BY LAW, ANY RIGHT TO PURSUE OR TO PARTICIPATE AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY CLAIM ON A CLASS OR CONSOLIDATED BASIS OR IN A REPRESENTATIVE CAPACITY.

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24. General Information

These Terms constitute the entire agreement between you and xHeal and will be governed by the laws of the State of Florida without regard to its conflict of law provisions. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, such provision will be severed and the remaining provisions of this Agreement will remain in full force and effect. You agree that a breach of these Terms may cause irreparable injury to xHeal for which monetary damages would not be an adequate remedy and xHeal shall be entitled to seek equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages. You may not assign or transfer these Terms without our prior written consent. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except where the context expressly requires otherwise: (a) the use of the singular will be deemed to include the plural (and vice versa); (b) the words “include”, “includes”, “including” or “e.g.” will be deemed to be followed by the phrase “without limitation”; (c) the word “will” will be construed to have the same meaning and effect as the word “shall”; and (d) the term “or” will be interpreted in the inclusive sense commonly associated with the term “and/or”. If xHeal or its businesses are acquired or transferred to another entity (in whole or part and including in connection with bankruptcy or similar proceedings), xHeal has the right to share your Content, Health Records and other personal information with that entity. Where possible, xHeal will notify you in advance of such a transaction and you will be offered an opportunity to opt-out of having your information transferred. These Terms will continue to apply to the Services until you receive notification of changes to the Terms or Services.

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25. Contact Us

If you have any questions or concerns about these Terms, please contact us at:

Email: legal@xheal.ai

Phone: (833) 514-4187

Mail: 285 MIami, FL

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