Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Elaya Health Inc. ("Elaya," "we," "us," or "our"), governing your access to and use of the Elaya website, mobile application, and all related services (collectively, the "Service").

By creating an account, accessing the Service, or clicking "I agree," you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not use the Service.

If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

2. Service Description & Medical Disclaimer

Elaya provides personalized wellness plans, nutritional guidance, and general health information based on data you voluntarily provide, including questionnaire responses and, optionally, blood test results. All content generated by the Service, including but not limited to meal plans, workout recommendations, supplement suggestions, and biomarker interpretations, is:

• →For general wellness purposes only and does not constitute medical advice, diagnosis, treatment, or a substitute for professional medical judgment.
• →Generated by artificial intelligence and reviewed by automated systems, not by licensed physicians, dietitians, or other healthcare professionals.
• →Not a substitute for professional medical advice, diagnosis, or treatment for any health condition.
• →Not intended to diagnose, treat, cure, or prevent any disease or medical condition.

You must consult a qualified healthcare provider before making any changes to your diet, supplementation, or exercise routine, especially if you have or suspect a medical condition, are pregnant or nursing, or are taking prescription medications.

Blood test results uploaded to Elaya are used solely to personalize wellness recommendations. Elaya does not provide clinical interpretation of laboratory results, and any reference to biomarker levels within the Service should not be construed as a clinical evaluation.

3. Eligibility

To use the Service, you must meet all of the following requirements:

• →You must be at least 18 years of age. The Service is not intended for users under 18. If you are under 18, you may not create an account or use the Service.
• →You must be legally capable of entering into binding contracts under the laws of your jurisdiction.
• →You must not be prohibited from using the Service under applicable laws of any jurisdiction.
• →Your use of the Service must comply with all applicable local, national, and international laws and regulations.

By using the Service, you represent and warrant that you meet all eligibility requirements. We reserve the right to verify eligibility and to terminate accounts that we have reason to believe do not meet these requirements.

4. User Accounts

To access most features of the Service, you must register for an account. When registering, you agree to:

• →Provide accurate, current, and complete information as prompted during registration.
• →Maintain and promptly update your account information to keep it accurate.
• →Maintain the confidentiality of your account credentials and not share your password with any third party.
• →Notify us immediately at support@elaya.app if you suspect any unauthorized use of your account.
• →Create only one account per person. Multiple accounts may be terminated without notice.

You are solely responsible for all activity that occurs under your account, whether or not authorized by you. Elaya is not liable for any loss or damage arising from unauthorized use of your account.

5. Subscription Plans & Billing

5.1 Available Plans

Elaya offers the following subscription tiers. All prices are in US dollars (USD) unless otherwise stated at checkout.

5.2 Free Trial

Paid plans may include a free trial period (currently 7 days) at our sole discretion. During a free trial, you have full access to all features of the selected plan. You will not be charged during the trial period. After the trial ends, your subscription automatically converts to a paid subscription at the applicable plan rate unless you cancel before the trial expires. You must provide valid payment information to activate a free trial. We reserve the right to limit free trials to one per person, household, or payment method.

5.3 Introductory Pricing

From time to time, Elaya may offer introductory or promotional pricing for new subscribers. Any such pricing applies only to the initial subscription period explicitly stated at checkout. Upon expiry of the introductory period, your subscription will automatically renew at the then-current standard rate. The applicable rate will be clearly disclosed before you complete your purchase.

5.4 Automatic Renewal

Paid subscriptions automatically renew at the end of each billing period (monthly or annual, as selected) unless you cancel before the renewal date. By providing payment information, you authorize Elaya and our payment processor (Solidgate) to charge your payment method on a recurring basis for the applicable subscription fee. We will send a renewal reminder at least 7 days before the renewal date for annual subscriptions.

5.5 Payment Processing

All payments are processed by Solidgate, a third-party PCI DSS-certified payment processor. Elaya does not store your full card number or sensitive payment credentials. By providing payment information, you also agree to Solidgate's terms of service and privacy policy. Supported payment methods include major credit and debit cards (Visa, Mastercard, American Express), Apple Pay, and Google Pay.

5.6 Price Changes

We reserve the right to change subscription prices at any time. We will provide at least 30 days' advance notice of any price changes by emailing you at your registered address. Price changes take effect at the start of your next billing cycle after the notice period. Continued use of the Service after a price change constitutes your acceptance of the new pricing. If you disagree with a price change, you may cancel your subscription before the change takes effect.

5.7 Taxes

Subscription prices are exclusive of applicable taxes, levies, or duties imposed by taxing authorities. You are responsible for all such taxes associated with your purchase, except for taxes based on Elaya's net income. Where required by law, we will collect and remit applicable taxes.

6. Cancellation & Refund Policy

6.1 How to Cancel

You may cancel your subscription at any time by:

• →Navigating to Settings → Subscription → Cancel Plan within your Elaya account, or
• →Emailing us at support@elaya.app with your registered email address and the subject "Cancel Subscription."

Cancellations take effect at the end of your current billing period. You retain full access to paid features until your subscription period ends. We do not pro-rate or issue partial refunds for unused time within a billing period, except as described in our refund policy below.

6.2 Free Trial Cancellation

To avoid being charged, you must cancel your free trial before it expires. Cancellation of a free trial takes immediate effect. If you do not cancel before the trial end date, your payment method will be charged the full subscription price on the first day after the trial.

6.4 Other Refund Requests

Outside of the 30-day money-back guarantee, subscription fees are generally non-refundable. However, we may issue refunds at our discretion in exceptional circumstances, such as billing errors or extended service outages materially affecting your use of the Service. All refund decisions are final.

7. Intellectual Property

7.1 Elaya's Property

The Service and all its content, features, and functionality — including but not limited to software, algorithms, text, graphics, logos, images, audio clips, and data compilations — are owned by Elaya Health Inc. or its licensors and are protected by copyright, trademark, patent, trade secret, and other intellectual property laws. You may not copy, reproduce, modify, distribute, create derivative works from, publicly display, or commercially exploit any part of the Service without our express written consent.

7.2 AI-Generated Plans

Meal plans, workout schedules, supplement recommendations, and other personalized content generated by the Service's AI system ("Generated Plans") are provided to you under a limited, non-exclusive, non-transferable, revocable license solely for your personal, non-commercial wellness use. You may not:

• →Sell, resell, sublicense, or commercially exploit Generated Plans.
• →Distribute Generated Plans to third parties as a service or product.
• →Use Generated Plans to train, develop, or improve any competing AI or machine learning system.
• →Represent Generated Plans as being created by a human expert or licensed professional.

The license to Generated Plans terminates upon cancellation or termination of your subscription. You may retain personal copies of plans for your own reference.

7.3 Feedback

Any feedback, suggestions, or ideas you provide to Elaya regarding the Service may be used by Elaya without restriction or compensation to you. By submitting feedback, you grant Elaya a perpetual, irrevocable, worldwide, royalty-free license to use such feedback for any purpose.

8. User Content

The Service allows you to upload, submit, or transmit content such as blood test PDFs, questionnaire responses, progress logs, and chat messages ("User Content"). You retain ownership of your User Content. By submitting User Content, you grant Elaya a limited, non-exclusive, worldwide, royalty-free license to use, store, process, and display your User Content solely for the purposes of providing and improving the Service.

You represent and warrant that:

• →You own or have sufficient rights to submit your User Content.
• →Your User Content does not violate the rights of any third party, including privacy, intellectual property, or contractual rights.
• →Blood test documents you upload belong to you or you have authorization to submit them.

You may delete your User Content at any time from your account settings. Upon deletion or account termination, your data will be removed in accordance with our Privacy Policy.

9. Prohibited Uses

You agree not to use the Service to:

• ✕Violate any applicable law, regulation, or third-party rights.
• ✕Upload or transmit content that is fraudulent, false, misleading, or that belongs to someone else without authorization.
• ✕Attempt to gain unauthorized access to any portion of the Service, other accounts, or computer systems.
• ✕Use automated tools (bots, scrapers, crawlers) to access or extract data from the Service.
• ✕Reverse-engineer, decompile, or disassemble any part of the Service.
• ✕Interfere with or disrupt the integrity or performance of the Service or its servers.
• ✕Use the Service to provide medical advice, clinical services, or health diagnoses to third parties.
• ✕Circumvent any technical measures designed to protect the Service or its users.
• ✕Use the Service in any way that could harm minors.
• ✕Transmit malware, viruses, or other malicious code.

Violation of these prohibitions may result in immediate suspension or termination of your account and may expose you to civil or criminal liability.

10. Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ELAYA EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• →IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
• →ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.
• →ANY WARRANTY AS TO THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY CONTENT, INCLUDING AI-GENERATED PLANS OR BIOMARKER INTERPRETATIONS.
• →ANY WARRANTY THAT THE SERVICE WILL ACHIEVE ANY PARTICULAR HEALTH, FITNESS, OR WELLNESS RESULT.

Elaya does not warrant that blood test data will be accurately extracted from all document formats. You are responsible for verifying the accuracy of extracted data within the Service.

11. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ELAYA HEALTH INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUPPLIERS, AND LICENSORS SHALL NOT BE LIABLE FOR:

• →ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES.
• →ANY HEALTH OUTCOMES, INJURIES, ADVERSE REACTIONS, OR DAMAGES ARISING FROM YOUR RELIANCE ON THE SERVICE, AI-GENERATED PLANS, OR ANY WELLNESS INFORMATION PROVIDED THROUGH THE SERVICE.
• →ANY DECISION TO ALTER YOUR DIET, EXERCISE ROUTINE, SUPPLEMENT REGIMEN, OR MEDICAL TREATMENT BASED ON CONTENT FROM THE SERVICE.
• →UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA.
• →ANY INTERRUPTION, SUSPENSION, OR DISCONTINUATION OF THE SERVICE.

IN NO EVENT SHALL ELAYA'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICE EXCEED THE GREATER OF (A) THE TOTAL AMOUNT YOU PAID TO ELAYA IN THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR (B) ONE HUNDRED US DOLLARS ($100).

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, our liability is limited to the maximum extent permitted by law.

12. Indemnification

You agree to indemnify, defend, and hold harmless Elaya Health Inc. and its officers, directors, employees, agents, affiliates, and licensors from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of or inability to use the Service; (b) your violation of these Terms; (c) your violation of any rights of a third party; (d) any content you upload or submit through the Service; or (e) your violation of any applicable law or regulation.

Elaya reserves the right to assume exclusive control of the defense of any matter subject to indemnification, at your expense. You agree to cooperate with our defense of such claims.

13. Dispute Resolution & Arbitration

13.1 Informal Resolution

Before initiating any formal dispute proceeding, you agree to first contact Elaya at support@elaya.app and provide a written description of your dispute, including your name, account details, and the relief sought. We will attempt to resolve the dispute informally within 30 days of receipt.

13.2 Binding Arbitration

If informal resolution fails, any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Service shall be resolved by binding individual arbitration, rather than in court, except as specified below. Arbitration shall be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules, which are available at www.adr.org. The arbitration will be conducted in English.

13.3 Class Action Waiver

YOU AND ELAYA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a class or representative proceeding.

13.4 Exceptions

Either party may bring a claim in small claims court for disputes within that court's jurisdiction. Either party may also seek emergency injunctive relief in a court of competent jurisdiction to prevent irreparable harm pending arbitration. Disputes regarding intellectual property rights are excluded from mandatory arbitration.

13.5 EU / UK Users

If you are a resident of the European Union or United Kingdom, you may also have the right to submit a complaint to your local data protection authority or consumer protection agency. Nothing in these Terms limits those statutory rights.

14. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of law principles. Subject to the arbitration agreement above, any legal action or proceeding arising out of these Terms shall be brought exclusively in the federal or state courts located in the State of Delaware, and you hereby consent to personal jurisdiction in those courts.

If you are accessing the Service from outside the United States, you do so on your own initiative and are responsible for compliance with applicable local laws.

15. Modifications to Terms

Elaya reserves the right to modify these Terms at any time. We will provide at least 30 days' advance notice of material changes by:

• →Sending an email to your registered email address, and/or
• →Displaying a prominent notice within the Service.

The "Last Updated" date at the top of this page reflects when changes were most recently made. If you continue to use the Service after the effective date of revised Terms, you will be deemed to have accepted the changes. If you do not agree with revised Terms, you must stop using the Service and cancel your subscription before the effective date.

For non-material changes (such as corrections, clarifications, or changes required by law), we may update these Terms without advance notice. Such changes become effective upon posting.

16. Account Termination

16.1 Termination by You

You may close your account at any time by going to Settings → Account → Delete Account, or by emailing support@elaya.app. Deleting your account cancels your subscription at the end of the current billing period. You will not receive a refund for the remaining subscription period unless you qualify under our 30-day money-back guarantee.

16.2 Termination by Elaya

Elaya reserves the right, at our sole discretion, to suspend or terminate your account and access to the Service at any time, with or without notice, for reasons including but not limited to:

• →Breach of these Terms or our policies.
• →Fraudulent, abusive, or unlawful activity.
• →Non-payment of subscription fees.
• →Discontinuation of the Service.

Upon termination for cause, no refund will be issued. If we terminate for reasons not related to your breach, we will provide a pro-rated refund for any prepaid subscription period remaining.

16.3 Effect of Termination

Upon termination, your right to access the Service ceases immediately. Sections of these Terms that by their nature should survive termination (including intellectual property, disclaimers, limitation of liability, indemnification, and dispute resolution) shall continue to apply.

17. General Provisions

Entire Agreement. These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire agreement between you and Elaya regarding the Service and supersede all prior agreements.

Severability. If any provision of these Terms is held to be invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.

Waiver. Elaya's failure to enforce any provision of these Terms shall not constitute a waiver of our right to enforce such provision in the future.

Assignment. You may not assign or transfer any of your rights under these Terms without our prior written consent. Elaya may assign its rights and obligations under these Terms without restriction.

Force Majeure. Elaya shall not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including acts of God, war, terrorism, pandemics, or infrastructure failures.

18. Contact Information

For questions about these Terms, please contact us: