MyLÚA Health

Agent Terms of Use

MyLÚA Care Recommendation Agent

Effective Date: May 13, 2026 · Version: 1.1 · Distribution: IBM watsonx Orchestrate Catalog

These terms govern enterprise access to the Agent distributed through the IBM watsonx Orchestrate Catalog. For consumer mobile application terms, see myluahealth.com/terms.

Important: Please read before use. This is a legally binding agreement between you and MyLÚA Health, Inc. By accessing or using the Agent, you accept all terms below. This agreement includes a limitation of liability and a binding arbitration clause. IBM is not a party to this agreement and bears no obligations or liability hereunder.

Contents

  1. Definitions
  2. License Grant
  3. Medical Disclaimer
  4. Data Handling & Privacy
  5. Intellectual Property
  6. HIPAA Compliance & BAA
  7. AI Governance & Safety
  8. Disclaimers of Warranty
  9. Limitation of Liability
  10. Indemnification
  11. Term & Termination
  12. Dispute Resolution
  13. IBM Catalog Terms
  14. General Provisions

This Agent Terms of Use Agreement governs your access to and use of the MyLÚA Health Maternal Care Pathway Recommendation Agent (the "Agent"), made available through the IBM watsonx Orchestrate Catalog. The Agent is an enterprise AI tool designed to receive structured clinical and administrative inputs and return structured care pathway recommendations to authorized healthcare organizations. It is not a consumer health application.

1. Definitions

"Agent" means the MyLÚA Health Maternal Care Pathway Recommendation Agent, including all associated models, APIs, connectors, documentation, and updates.

"Company," "we," or "MyLÚA Health" means MyLÚA Health, Inc., a Delaware corporation, Brooklyn, New York.

"You" or "Licensee" means the enterprise entity or individual accepting this Agreement, including authorized employees and contractors acting on behalf of that entity.

"Authorized User" means an individual employed by or contracted to Licensee authorized to access and use the Agent solely for Licensee's internal business purposes.

"IBM" means International Business Machines Corporation. IBM is the operator of the Catalog and the seller of record for Agent transactions. IBM is not a party to this Agreement.

"Input Data" means the structured data, clinical records, administrative data, or other information submitted to the Agent by Licensee or Authorized Users.

"Output" means the care pathway recommendations, structured responses, or other results generated by the Agent in response to Input Data.

"PHI" has the meaning given in HIPAA and its implementing regulations, as amended.

"BAA" means a Business Associate Agreement between MyLÚA Health and a HIPAA-covered entity or business associate establishing permitted uses and disclosures of PHI.

2. License Grant

2.1 Scope of License

Subject to your compliance with all terms of this Agreement, MyLÚA Health grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Agent solely for your internal business purposes, in accordance with all applicable law.

2.2 Authorized Use

  • Submitting structured clinical or administrative Input Data to the Agent to receive care pathway recommendations.
  • Integrating Output into Licensee's internal clinical decision support, care coordination, or population health management workflows.
  • Using Output for internal review, quality assurance, and reporting in connection with maternal health programs.

2.3 Restrictions

You may not, and may not allow any third party to: use the Agent for any purpose other than the permitted uses in Section 2.2; reproduce, distribute, sublicense, sell, resell, transfer, or otherwise commercially exploit the Agent or any Output; reverse engineer, decompile, or attempt to derive the source code, model weights, or underlying algorithms of the Agent; transmit any PHI to the Agent unless you have first executed a BAA with MyLÚA Health as required under Section 6; submit malicious or fraudulent Input Data; or attempt to identify any individual from de-identified Output.

2.4 IBM Relationship; IBM Terms of Sale

IBM is the seller of record for transactions through the Catalog. IBM is not a party to this Agreement and bears no obligations or liability to Licensee hereunder. In the event of any conflict between this Agreement and IBM's terms of sale, IBM's terms of sale govern with respect to the sale transaction.

3. Medical and Clinical Disclaimer

The Agent is an informational and decision-support tool only. It does not provide medical advice, clinical diagnosis, or medical treatment. All Outputs are intended to assist qualified healthcare professionals in their clinical judgment, not to replace it.

3.1 Not a Diagnostic Tool

The Agent is not an FDA-regulated medical device or diagnostic tool. Outputs must not be used as the sole or primary basis for clinical decisions, diagnoses, treatment plans, or medical orders. Licensee is solely responsible for ensuring all clinical decisions are made by appropriately credentialed healthcare professionals exercising independent clinical judgment.

3.2 No Clinician-Patient Relationship

Use of the Agent does not create a clinician-patient relationship between MyLÚA Health and any patient or end user. MyLÚA Health has no duty of care to any patient whose data may be processed through the Agent.

3.3 Emergency Situations

The Agent is not designed for use in clinical emergency situations. If a patient is experiencing a medical emergency, Authorized Users should follow standard emergency protocols and, if located in the United States, call 9-1-1 immediately.

4. Data Handling and Privacy

4.1 Architectural PHI Boundary

The Agent does not implement dedicated PHI handling, de-identification logic, or data tokenization within its own instructions. When operating as a standalone service through the IBM watsonx Orchestrate Catalog, the Agent is designed to receive data that has already been appropriately safeguarded by the submitting organization. Licensees are solely responsible for implementing appropriate administrative, physical, and technical safeguards and for ensuring that any data submitted to the Agent complies with HIPAA and all other applicable data privacy laws before submission.

4.2 Licensee Data Responsibilities

  • Obtaining all required patient consents and authorizations prior to submitting any clinical data to the Agent.
  • Ensuring that Input Data complies with HIPAA and all applicable data privacy and security laws.
  • Implementing appropriate administrative, physical, and technical safeguards to protect PHI in Licensee's own systems.

4.3 BAA Requirement

If Licensee is a HIPAA covered entity or business associate and Input Data will include PHI, Licensee must execute a BAA with MyLÚA Health before transmitting any PHI to the Agent. To request a BAA: letsconnect@myluahealth.com.

4.4 Use of Input Data to Improve AI (Required Disclosure)

Important Disclosure: MyLÚA Health may use de-identified or aggregated data derived from Input Data to train, evaluate, and improve its AI models, algorithms, and services. Before any such use, Input Data is processed to remove or anonymize all identifying information in accordance with the HIPAA de-identification standard under 45 CFR § 164.514.

By using the Agent, Licensee acknowledges this disclosure and, unless Licensee exercises its opt-out right described below, consents to the use of de-identified Input Data for AI improvement purposes.

Opt-Out Right. Licensee may opt out at any time by sending written notice to letsconnect@myluahealth.com with subject line "AI Training Opt-Out." MyLÚA Health will honor opt-out requests within thirty (30) days. Opting out does not affect Licensee's ability to continue using the Agent.

BAA Governs for Covered Entities. For any Licensee that has executed a BAA with MyLÚA Health, the use of PHI or data derived from PHI for any purpose (including AI training) is governed exclusively by the BAA and not by this Section 4.4.

4.5 Subprocessors

MyLÚA Health may engage third-party subprocessors who may have access to Input Data. All subprocessors are subject to appropriate data processing agreements consistent with HIPAA and MyLÚA Health's security standards. MyLÚA Health remains liable for subprocessors' compliance.

5. Intellectual Property

5.1 MyLÚA Health Intellectual Property

MyLÚA Health retains all right, title, and interest in and to the Agent, including all underlying models, software, algorithms, and documentation. MyLÚA Health's U.S. Patent Application No. 18/261,194 covers certain systems and methods embodied in this Agent; all rights thereunder are reserved.

5.2 Licensee Data

Licensee retains all ownership rights in Input Data submitted through the Agent. By submitting Input Data, Licensee grants MyLÚA Health a limited, non-exclusive, royalty-free license to process, store, and use that data as necessary to provide the Agent and as described in Section 4.4.

5.3 Feedback

If Licensee provides feedback regarding the Agent, MyLÚA Health may use such feedback without restriction or compensation to Licensee.

6. HIPAA Compliance and BAA

MyLÚA Health operates as a Business Associate under HIPAA when processing PHI on behalf of covered entities. MyLÚA Health will enter into a BAA with any covered entity or business associate that requires one as a condition of using the Agent in connection with PHI.

7. AI Governance and Safety

MyLÚA Health has implemented, maintains, and enforces an AI governance framework designed to facilitate ongoing monitoring and testing of the Agent for adequate levels of safety, fairness, accuracy, and robustness, consistent with recognized industry standards for enterprise AI systems in healthcare settings. This includes regular evaluation for accuracy, relevance, and potential bias across patient demographic groups; monitoring against established clinical evidence standards; and processes for identifying, escalating, and remediating safety or accuracy issues.

AI-generated Outputs may contain errors or inaccuracies. Licensee remains solely responsible for the independent clinical evaluation of all Outputs before any clinical action is taken.

8. Disclaimers of Warranty

The Agent is provided "as is" and "as available," without warranties of any kind, either express or implied. To the fullest extent permitted by applicable law, MyLÚA Health expressly disclaims all warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, or reliability of outputs.

MyLÚA Health does not warrant that the Agent will be uninterrupted or error-free; that any Output will be accurate, complete, or appropriate for any particular clinical purpose; that the Agent will meet Licensee's requirements; or that any defect will be corrected. Licensee assumes all risk arising from its use of the Agent and any reliance on outputs.

9. Limitation of Liability

9.1 Exclusion of Certain Damages

To the fullest extent permitted by applicable law, in no event will MyLÚA Health, its affiliates, licensors, officers, directors, employees, or agents be liable to Licensee or any third party for any indirect, incidental, special, consequential, punitive, or exemplary damages, including any clinical, medical, or patient harm arising out of or related to Licensee's use of or reliance on any Output.

9.2 Aggregate Liability Cap

MyLÚA Health's aggregate liability to Licensee for all claims arising out of or related to this Agreement or the Agent will not exceed the greater of: (a) the total fees paid by Licensee to IBM or MyLÚA Health for the Agent in the twelve (12) months immediately preceding the claim; or (b) one thousand U.S. dollars ($1,000).

9.3 IBM Liability

IBM has no liability to Licensee under or in connection with this Agreement. IBM's liability to Licensee, if any, is governed exclusively by IBM's terms of sale.

10. Indemnification

Licensee will defend, indemnify, and hold harmless MyLÚA Health and its affiliates, officers, directors, employees, contractors, and agents from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Licensee's use of the Agent or any Output; (b) any clinical decision made in reliance on Output; (c) any violation of this Agreement; (d) any unauthorized transmission of PHI without a valid BAA; (e) Licensee's violation of applicable law; or (f) any claim arising from Licensee's provision of healthcare services.

11. Term and Termination

11.1 Term

This Agreement is effective as of the date Licensee first accesses or uses the Agent and will continue until terminated in accordance with this Section 11.

11.2 Termination by Licensee

Licensee may terminate this Agreement at any time by ceasing all use of the Agent and canceling the Agent subscription through the IBM watsonx Orchestrate Catalog.

11.3 Termination or Suspension by MyLÚA Health

MyLÚA Health may suspend or terminate Licensee's access, with written notice, if Licensee materially breaches this Agreement; transmits PHI without a valid BAA; poses a security risk; or MyLÚA Health discontinues the Agent, subject to Section 11.4.

11.4 Wind-Down Period

If MyLÚA Health withdraws the Agent from the Catalog or this Agreement is terminated for reasons other than Licensee's material breach, Licensee may continue to use the Agent and MyLÚA Health will continue to provide support for twelve (12) months following withdrawal or termination, or until expiration of Licensee's paid subscription, whichever is shorter.

11.5 Effect of Termination

Upon termination, all licenses granted under this Agreement immediately terminate. Sections 3, 5, 7, 8, 9, 10, 12, and 13 survive termination.

12. Dispute Resolution

This Agreement will be governed by and construed in accordance with the laws of the State of New York. Neither party will bring a legal action against the other more than two (2) years after the cause of action arose. Any dispute that cannot be resolved informally will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator in New York City, New York. Neither party may bring or participate in any class action arising out of or relating to this Agreement.

13. IBM Catalog; Marketplace Terms

IBM Not a Party. IBM bears no obligations or liability to Licensee under this Agreement. Nothing in this Agreement creates any right, obligation, or cause of action against IBM.

IBM as Seller of Record. IBM is responsible for issuing invoices, authorizing charges, and authorizing delivery of or access to the Agent. MyLÚA Health is responsible for fulfillment, provisioning, deployment, and support once access is granted.

No IBM Liability for Agent Use. IBM has no liability for Licensee's use of the Agent or for any Output generated by the Agent.

Security Incident Notification. In addition to HIPAA Breach Notification obligations, MyLÚA Health will promptly notify IBM after becoming aware of any security incident affecting the Agent or IBM or Customer data.

14. General Provisions

This Agreement, together with any executed Business Associate Agreement, constitutes the entire agreement between MyLÚA Health and Licensee with respect to the Agent. MyLÚA Health may modify this Agreement from time to time; material changes will be communicated at least thirty (30) days before taking effect, and continued use constitutes acceptance. If any provision is found invalid or unenforceable, the remaining provisions will continue in full force. Licensee may not assign this Agreement without MyLÚA Health's prior written consent. MyLÚA Health may freely assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

14.1 Contact