Terms of service.

These Terms of Service (this “Agreement”) set out the terms on which MyLÚA Health, including, as applicable, its subsidiaries, affiliates, agents, designees, vendors, contractors, and subcontractors (collectively, “Company,” “we,” or “us”) will provide access to Company’s websites, mobile application, technology, and services (collectively, the “Services”) to you, a user of the Services (“you” or “User”). You should read this Agreement carefully. By indicating acceptance of this Agreement or by otherwise using the Services, you are entering into a legally binding agreement with us. If you do not agree to these terms and conditions, you must not use the Services.

THIS AGREEMENT CREATES A BINDING LEGAL AGREEMENT BETWEEN YOU AND COMPANY AND INCLUDES AN ARBITRATION CLAUSE UNDER WHICH CERTAIN CLAIMS MAY NOT BE BROUGHT IN COURT OR DECIDED BY A JURY. PLEASE READ THIS AGREEMENT CAREFULLY.

1. Use of Services.

1. 1. Intended Use. Company’s Services promote general women's wellness by providing personalized, artificial intelligence (AI) driven health education and support. Depending on the type of user who utilizes the Services, the intended uses are as follows:

1. 1.1. Personal Users. The Services may be used by an individual to better understand various aspects of the individual’s own reproductive, hormonal, and general well-being through conversational, interactive guidance. The Services offer these individuals dynamic health insights, wellness tracking tools, and tailored educational resources to support them at different life stages, including menstrual health, tracking of ovulation and hormonal changes, pregnancy, postpartum recovery, perimenopause and menopause-related changes, nutrition, fitness, and general emotional wellness.

1. 1.2. Professional Users. The Services may also be used by professionals including, but not limited to, doulas and care coordinators. These professionals can utilize the Services to engage with client-shared wellness data, schedule non-clinical wellness sessions, and access educational and engagement tools to support clients in a non-diagnostic, lifestyle-focused capacity.

1. 1.3. Employer and Healthcare Organizational Users. To the extent permitted by applicable law, Employers and healthcare organizations may also leverage the Services to review aggregated, anonymized data in connection with employee wellness programs or to obtain population-level wellness insights that inform support strategies monitoring. Where an individual employee, patient, or health plan member (as applicable) has provided express written authorization, employers and healthcare organizations may also utilize the Services to secure access to individual-provided data for use and further disclosure as directed by the individual.

1. 2. Artificial Intelligence. Regardless of the type of user described in Section 1.1, the Services are intended only for informational and educational purposes. Additionally, by using the Services, you acknowledge and agree that Company leverages conversational AI, natural language processing (NLP), and data-driven analytics to provide a highly personalized, interactive wellness experience in connection with the Services. Key components include: (i) AI Chatbot & Conversational Guidance – a proprietary AI-powered chatbot delivers on-demand, empathetic responses to user questions, offering educational content and general wellness guidance in a natural, conversational format; (ii) Personalized Wellness Support – by analyzing user-provided conversational data, Company identifies trends and delivers tailored educational resources, mood and symptom tracking prompts, and contextually relevant wellness content; (iii) Dynamic Health & Lifestyle Tracking – users can log symptoms, moods, cycle patterns, fitness activity, nutrition choices, and lifestyle habits, and the platform uses this data to surface relevant wellness tools and self-reflection prompts based on behavioral patterns; (iv) Content Personalization & Learning Algorithms – Company refines its suggestions over time using AI-powered models that match user queries with evidence-based health information and behavioral trends; and (v) Organizational Wellness Insights – Employers and healthcare-aligned organizations may access aggregated, anonymized user trends (with appropriate user consent and data privacy compliance) to inform wellness engagement strategies and improve programming. This AI-supported, personalized approach is designed to empower users with accessible, relevant, and inclusive wellness content, helping them stay engaged and informed throughout their well-being journey. We generally apply data minimization techniques when we use AI to process information that you upload or share through the Services. We also monitor our AI technology from time to time for accuracy and bias. To the extent permitted by applicable law, we also may de-identify or aggregate any information that you upload or share through the Services, and use the resulting data (which can no longer reasonably be used to identify you or any other individual) to train and improve the Services’ AI models and technology.

1. 3. Compliance with Agreement. In accessing the Services, you must comply with this Agreement and any other terms of service, rules, and policies about use of the Services that we publish from time to time on our website or mobile application. Certain features, pages, or content within the Services may contain supplemental terms of service, rules, and policies, to which you must agree in order to use the relevant features, pages, or content.

1. 4. Medical Disclaimer. It is important to the interests of Company and those who use our Services that we and they have a shared understanding about the limits of what the Services can do.

1. 4.1. If you are located in the United States and think you or someone else is having a medical emergency, you should call 9-1-1 immediately. In general, it is important that you tell your doctors if you experience an adverse medical event related to any medical procedure or treatment.

1. 4.2. The Services (including all contents and information included on the Services), which are the subject of this Agreement, are not in themselves a health care service. Your use of the Services, on its own, does not establish a clinician-patient relationship between you and Company or any employee or contractor of Company. 

1. 4.3. No contents or information posted on the Services should be interpreted as medical advice or guidance or as a substitute for the medical advice or guidance of a health care professional. A health care professional should always be consulted for medical guidance or advice before adopting any course of treatment or on any questions regarding treatment. You should never disregard the medical advice or guidance of a healthcare professional or delay in seeking it because of any contents or information on the Services. Company specifically disclaims all responsibility or any liability, loss, or risk, personal or otherwise, that is incurred as a consequence, directly or indirectly, of the use of any contents or information provided on the Services.

1. 5. Prohibited Activity. By accessing the Services, you agree that you will not engage in, and will not assist any third-party to engage in, any of the following activities: (i) use the Services for any deceptive, harassing, abusive, illegal, threatening, disrespectful, or otherwise objectionable purpose (as determined by Company in its sole discretion), or in violation of this Agreement or any local, state, national, or international law; (ii) violate or encourage others to violate our rights or the rights of third-parties, including intellectual property rights; (iii) interfere in any way with security- or privacy-related features of the Services; (iv) interfere with the operation or any user’s enjoyment of the Services, including by uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code or attempting to collect personal information about third-parties without their consent; (v) access, monitor, or copy any content or information of the Services using any robot, spider, scraper, or other automated means or any manual process for any purpose without our express written permission; (vi) perform any fraudulent activity, including impersonating any person or entity, claiming false affiliations, accessing the accounts of other users without permission, or falsifying your identity or any information about you, including age or date of birth; (vii) distribute or otherwise make available any information or other content obtained through the Services to any third-party, except as expressly permitted herein; (viii) otherwise interfere in any manner with the use or operation of the Services; or (ix) use the Services without authorization, for a commercial purpose, or otherwise in the development, directly or indirectly, of any product, software or service that offers any functionality substantially similar to, or competitive with, the Services.

1. 6. Adult Use. For personal use of the Services by an individual (as described in Section 1.1.1), you must be at least 13 years old and permitted to make decisions regarding your own reproductive health based on your age or other legal circumstances pursuant to the applicable laws of the jurisdiction in which you are located. Company will not knowingly collect Personal Information from you if you do not meet these criteria. If you do not meet these criteria, you should not use the Services or send Personal Information to Company. For the purposes of this Agreement, Personal Information has the same meaning as given in our Privacy Policy, which is discussed in Section 11 and available online here: www.myluahealth.com/legal. 

2. Protection of Personal Information. 

2.1.Standards for Certain Users. If you are a professional user described in Section 1.1.2 or an employer or healthcare organizational user described in Section 1.1.3, and you upload the Personal Information of another individual (e.g., your patient or employee) to the Services, or access the Personal Information of another individual through the Services, you agree:

2.1.1. You are solely responsible for obtaining authorization for the upload or access from the individual. The consent must be obtained in writing and in accordance with all applicable law governing the transfer of Personal Information in the United States and the jurisdiction where the individual is located. You agree to maintain the authorization and provide a copy of it to Company upon request. We make no representation as to the level of authorization that a particular jurisdiction requires you to obtain in order to upload or access another individual’s Personal Information.

2.1.2. You will only use and further disclose the Personal Information that you access for purposes authorized by the individual, or otherwise as permitted or required by applicable law.

2.1.3. You will upload or access only the minimum amount of the Personal Information that is necessary to accomplish your purpose, and only disclose the Personal Information to your own staff members who have a business need to know it.

2.1.4. You will implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of any Personal Information that you access through the Services, and train and educate your staff members as to these safeguards. 

2.1.5. In the event of any unauthorized use or disclosure of Personal Information accessed through the Services, you will immediately notify both Company and the individual who is the subject of the Personal Information, and take any actions necessary to mitigate any harmful effect that may result from the use or disclosure, as well as any other actions or steps required of you under applicable law.

2.2 Compliance with Applicable Law. If any applicable data privacy or security law establishes standards for the protection and maintenance of Personal Information that are more restrictive than the requirements stated in Section 2.1, you agree to comply with the more restrictive standards. Company does not provide any advice regarding the applicability of a particular law.

2.3 Liability. As a condition of using the Services, you agree that Company will not, under any circumstances, be held responsible for your unauthorized, improper, or illegal use or disclosure of Personal Information that you obtain through the Services

3. Fees and Orders. Access to certain features or Services on the MyLÚA Health platform may require payment of a subscription fee. MyLÚA currently offers Services on a monthly subscription basis, with pricing tiers that may vary by user type (e.g., individual, professional, or organizational). From time to time, MyLÚA may also offer limited free access or promotional pricing for early users, ambassadors, or pilot participants. Company reserves the right, in its sole discretion, to modify the fees that it charges in connection with the Services from time to time.

4. Your Data. 

4.1. Rights and Company License. You retain your rights in all personal, health, and other information (which may include data, text or other materials) which you input or upload to the Services (collectively, “Your Data”), subject to the rights granted below and our rights in Our Property as explained below. You hereby generally consent and agree to grant us a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, transferable license, with the right to sublicense through multiple tiers, to copy, edit, modify, adapt, publish, transmit, distribute, prepare derivative works of, perform, display, use, and otherwise exploit Your Data in connection with the operation and promotion of the Services and any other purposes reasonably related to the Services or our business.

4.2. Contents. Any of Your Data that you upload to the Services must not: (i) contain material from other copyrighted works without the written consent of the owner of such copyrighted material; (ii) violate any property rights, rights of privacy or publicity, or any other rights of any third-party; (iii) contain any software viruses, malware, spyware, or any other code, file, or program that is designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment; or (iv) except as otherwise expressly permitted by us in writing, contain any advertising, promotional, solicitation, or other commercial material.

4.3. Privacy Waiver. To the extent reasonably necessary or appropriate to effect or support the licenses granted by you above, you hereby waive (or if not waivable, agree not to assert) any rights of privacy or publicity, or any moral rights or other similar rights, with respect to Your Data. Company shall operate the Services in a manner that provides reasonable information security, consistent with generally accepted industry standards, for Your Data, using appropriate administrative, physical, and technical safeguards. 

4.4. Aggregation. We may use Your Data to help develop and improve the Services. You agree that Company may analyze and process Your Data, and similar information of other Users, to create aggregated or anonymized statistics or data that do not identify you or any individual, and Company may during and after the term of this Agreement use and disclose such statistics or data in any manner in its discretion. These aggregated or anonymized statistics or data may be used by Company for any legal purpose, including for improving Company’s services and products or selling such statistics or data to third-party commercial entities. 

4.5. Representations. You represent that you own all proprietary rights in Your Data or, with respect to any of Your Data you do not own, that you have the full authority and right to input and/or upload Your Data, and to grant the licenses and rights you have granted in this Agreement. You further represent that your inputting and/or uploading Your Data, and the exercise by us and other Users of the licenses and rights granted by you herein, shall not infringe any third-party intellectual property or proprietary rights; nor violate any rights of privacy or publicity; nor be defamatory, libelous, vulgar, profane, or obscene; nor violate any law or other right, privilege, or interest of any third-party. You specifically represent that you will not upload or transfer the personal or health information of any other individual through the Services unless you have obtained all authorizations that are required for the upload or transfer under applicable law (if any).

5. Our Ownership Rights. 

5.1. Company Property. The Services, including as applicable all aspects of our websites, mobile application, platforms, and/or other technology or devices that interact with the Services (including Our Property, as defined below), is the property of, and owned by, Company or its licensors. All the software, algorithms, functionality, inventions, concepts, text, images, sound, music, videos, marks, logos, compilations, and technology used to deliver the Services or otherwise embodied in, displayed through, or provided directly or indirectly (e.g., emails or other communications from us to you) via or relating to, the Services are “Our Property.” For clarity, any formats, templates, methodologies, rules, algorithms, and software used to create Your Data are Our Property. Except as otherwise expressly permitted by this Agreement, any unauthorized or unapproved use, copying, making derivative works, transmitting, posting, linking, deep linking, framing, redistribution, sale, decompilation, modification, reverse engineering, translation, or disassembly of Our Property is prohibited. You acknowledge that Our Property has been created, compiled, developed, and maintained by us at great expense of time and money such that misappropriation or unauthorized disclosure or use of Our Property by others for commercial gain would unfairly and irreparably harm us in a manner for which damages would not be an adequate remedy, and you consent to our obtaining injunctive relief to restrain any breach or threatened breach of this Agreement, without any requirement to post bond. You may be subject to criminal or civil penalties for violation of this paragraph.

5.2. Trademarks. The mark “MyLÚA” and any associated logos, are registered or unregistered trademarks or service marks of Company or its licensors. You may not use them, or any of our other marks or logos, in any manner, including any use that is likely to cause confusion or that disparages or discredits us, without our consent. The Services may also feature the trademarks, service marks, and logos of third-parties, and each owner retains all rights in such marks. Any use of such marks, or any others displayed on the Services, will inure solely to the benefit of their respective owners.

5.3. Permitted Purpose. Subject to the terms and conditions herein, we grant you the non-exclusive, limited, revocable right to access and use Our Property solely to the extent necessary for you to use the Services for your own personal purposes (your “Permitted Purpose”), as permitted by this Agreement. We reserve all other rights. For clarity and without limiting other obligations herein, Users shall not distribute or otherwise commercialize Our Property.

5.4. Infringement Claims. If you believe that any information or materials on the Services infringes your copyright, you (or your agent) may send us notice requesting that information or materials be removed. Notice must be provided in writing and must include: (i) a signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) identification of the copyrighted work that you claim has been infringed; (iii) the location of the work you claim is infringing (e.g., URL) or enough detail that we may find it; (iv) your name, address, telephone number, and email address; (v) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Notices should be sent to: letsconnect@myluahealth.com.

6. Feedback. If you provide to us (directly or indirectly, and by any means) any comments, feedback, suggestions, ideas, complaints, or other submissions related to the Services (collectively "Feedback"), the Feedback will be the sole property of Company. You represent and warrant that any Feedback that you submit to us is original to you, made in compliance with applicable laws and does not violate any right of any third-party, including intellectual property rights. We will be entitled to use, reproduce, disclose, publish, distribute, and otherwise exploit in any manner, all Feedback, without restriction and without compensating you in any way. We are and shall be under no obligation to maintain any Feedback in confidence, or to respond to any Feedback. In particular, but not by way of limitation, we will be entitled to provide your Feedback to any federal or state government agency pursuant to any applicable rules or legal reporting requirements.

7. Warranty and Limitations of Liability. 

7.1. WARRANTIES AND DISCLAIMERS. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. COMPANY, ITS SUPPLIERS, AND DISTRIBUTORS SPECIFICALLY DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANITES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, QUALITY OF INFORMATION, NON-INFRINGEMENT, AND TITLE. NO WARRANTY IS MADE THAT THE SERVICES WILL BE TIMELY, SECURE, UNINTERUPTED, COMPLETE, OR ERROR-FREE. NO ADVICE OR INFORMATION YOU OBTAIN FROM US THROUGH THE SERVICES OR IN SUPPORT OF THE SERVICES SHALL CREATE ANY WARRANTY, REPRESENTATION, OR GUARANTEE NOT EXPRESSLY STATED IN THESE TERMS. YOU EXPRESSLY AGREE AND ACKNOWLEDGE THAT YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. FURTHER, COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF OTHER USERS OF THE SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH OTHER USERS OF THE SERVICES. COMPANY HEREBY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USERS OF THE SERVICES OR THIRD-PARTIES. IN JURISDICTIONS NOT ALLOWING THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES, COMPANY’S WARRANTY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

7.2. LIMITATION OF LIABILITY. NEITHER COMPANY NOR ITS VENDORS AND LICENSORS WILL HAVE ANY LIABILITY TO YOU OR ANY THIRD-PARTY FOR ANY LOSS OF PROFITS, BUSINESS, DATA, OR OTHER INCIDENTAL, CONSEQUENTIAL, OR SPECIAL LOSS OR DAMAGE, INCLUDING EXEMPLARY AND PUNITIVE, OF ANY KIND OR NATURE RESULTING FROM OR ARISING OUT OF THIS AGREEMENT, INCLUDING USE OF THE SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY WILL APPLY EVEN IF THE EXPRESS WARRANTIES PROVIDED ABOVE FAIL IN THEIR ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND IN THOSE JURISDICTIONS, COMPANY’S LIABILITY UNDER THIS AGREEMENT SHALL BE TO THE GREATEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW.

8. Cloud Services. You acknowledge that the Services are, or may from time to time be, hosted by third-party cloud providers, which may change from time to time (the “Cloud Providers”), and that your use of the Services is subject to any applicable restrictions or requirements imposed by the Cloud Providers.

9. Other Third-Party Services. The Services may depend upon, interact with, or enable access to third-parties’ information, services, websites, platforms, mobile applications, and/or other technology or devices (each, a “Third-Party Service”), which may in each case be accompanied by separate terms of use. We provide such links as a convenience, and do not control or endorse these websites, platforms, mobile applications, and/or services. We are not responsible for the content or transmission of any Third-Party Service or for ensuring that Third-Party Services are error and/or virus free. Use of each Third-Party Service may require that you accept its separate terms of use. You should comply with these separate terms of use when using the Third-Party Service and the Services.

10. Indemnity. You will indemnify and hold us, and our licensors, providers, contractors, and agents, harmless against any and all claims, actions, proceedings, suits, liabilities, losses, damages, costs, and expenses (including attorneys’ fees) (collectively, “Liabilities”) arising out of or relating to (i) your access to, inability to access, use of, or alleged use of the Services (including the upload of Your Data to the Services), or your reliance on any content on the Services or other information found on the Services for any purpose; (ii) your violation of any condition, obligation, representation, or warranty set forth in this Agreement or any applicable law or regulation; (iii) your violation of any third-party right, including any intellectual property right, publicity, confidentiality, property, or privacy right; (iv) your medical malpractice or other actions or omissions in connection with patient treatment that you provide; or (v) any disputes or issues between you and any third-party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim. Without limitation of the foregoing, if we receive a subpoena or similar requirement to disclose Your Data issued by any court or governmental authority, and we are not a party to the proceeding in question, you will reimburse us for our reasonable costs and expenses of complying with such subpoena, including time spent by our personnel and our attorneys at time and materials rates.

11. Privacy Policy. We operate the Services under our Privacy Policy, which is hereby incorporated into this Agreement. Each party shall comply with the Privacy Policy. A copy of the Privacy Policy is available online here: www.myluahealth.com/legal.

12. Suspension and Termination. We generally reserve the right to pause or interrupt the Services at any time, and you should expect periodic downtime for updates to the Services. You may terminate this Agreement at any time by ceasing to use the Services. We reserve the right to suspend your account (if any) and/or access to the Services at any time if we believe you are in breach of this Agreement. We reserve the right to terminate this Agreement or to cease to offer the Services at any time on written notice to you (including by posting on the Services), for any reason or no reason. Any accrued obligations and remedies hereunder, and any other sections of this Agreement that by their nature should reasonably survive, shall survive the termination or expiration of this Agreement. We have no obligation to return any of Your Data to you upon termination, so you should retain copies of all of Your Data that you upload to the Services.

13. Modification of Services and Agreement. We reserve the right to modify, amendment, add, change, discontinue, or remove (each a “Change”) any portion or functionality of the Services, or the Services as a whole, at any time, without notice. In the event of any such Change, we will provide general notice to you by posting on the Services. We encourage you to return to the Services and review this Agreement from time to time so you are aware of the most recent Changes. The “last updated” date indicated below reflects when this Agreement was last revised. You agree that your continued use of the Services constitutes your ongoing agreement to the as-amended version of this Agreement which is in effect at the time you use the Services. If you do not agree to any amended version of this Agreement that we publish, you must terminate your account and cease using the Services.

14. Dispute Resolution. We will attempt to resolve disputes with Users to their satisfaction. If, however, a matter arises that cannot be resolved promptly between you and us, you agree that any disputes arising out of or relating to the Services or this Agreement (including the validity and scope of the agreement to arbitrate and any disputes with other Users of the Services) shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”), and shall be conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by the AAA. You agree that the arbitration shall be held in [New York City, New York], unless the AAA or the arbitrator shall determine that venue in such location is unreasonably burdensome, in which case the AAA or the arbitrator shall select a venue that is not unreasonably burdensome to both you and us. You agree that, if the AAA shall be unavailable or decline to administer the arbitration, and the parties do not agree on a substitute, a substitute administrator or arbitrator shall be appointed by a court. The arbitrator may render early or summary disposition of some or all issues, after the parties have had a reasonable opportunity to make submissions on these issues. At Company’s option, this provision shall not apply to claims of patent, trademark, or copyright infringement or misappropriation of trade secrets (collectively, “IP Claims”). In addition, you or we may elect to bring an individual claim in a small claims court, but we do not hereby agree to any personal jurisdiction that is otherwise lacking.

15. Governing Law and Jurisdiction. The Services are controlled by Company from its offices in [Brooklyn, New York]. This Agreement will be construed according to, and the rights of the parties will be governed by, the laws of [the State of New York], without reference to its choice of law provisions. If there is a dispute between you and us that is not resolved according to the dispute resolution requirements herein, you expressly agree that exclusive jurisdiction and venue reside in the state and federal courts located in [the State of New York].

16. Force Majeure. In no event will we be liable for any failure to comply with this Agreement to the extent that such failure arises from factors outside our reasonable control. 

17. Compliance with Laws. Company provides the Services for use by persons located in the United States. However, Company makes no representation, claim, or guarantee that the Services or any of its content is accessible or appropriate or legal under the laws of a particular state or jurisdiction within the United States or outside of the United States. You are solely responsible for reviewing and understanding the laws of the state or jurisdiction in which you are located and determining whether it is permissible for you to access the Services and engage in the services offered through the Services. You may not use or export the Content in violation of United States export laws and regulations. By accessing the Services, you acknowledge that you are doing so on your own initiative and are solely responsible for compliance with any laws that apply to you, including but not limited to laws that relate to reproductive health services.

18. Miscellaneous Provisions. 

18.1 Waiver. No delay or omission by us in exercising any of our rights occurring upon any noncompliance or default by you with respect to any of the terms and conditions of this Agreement will impair any such right or be construed to be a waiver thereof, and a waiver by us of any of the covenants, conditions, or agreements to be performed by you will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition, or agreement herein. No waiver will be binding on us unless made in an express writing signed by us. 

18.2. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law. 

18.3. Entire Agreement. Except as otherwise expressly provided herein, this Agreement sets forth the entire agreement between us and you regarding its subject matter, and supersedes all prior promises, agreements, or representations, whether written or oral, regarding such subject matter. Company is permitted to assign, transfer, and subcontract its rights and/or obligations under this Agreement without any notification; however, this Agreement, and your rights and obligations hereunder are not assignable, or otherwise transferable or delegable, by you to any third-party without our prior written consent in our sole discretion. Any purported assignment, transfer, or delegation without such consent will be null and void. We may assign or otherwise transfer or delegate this Agreement (including any rights or obligations hereunder), including to any purchaser of our business, from time-to-time in our sole discretion. 

18.4. Binding Effect. This Agreement will be binding upon and inure to the benefit of the parties’ successors and permitted assigns. This Agreement may be approved or executed electronically, and your electronic assent or use of the Services shall constitute approval or execution of this Agreement. You agree that the electronic text of this Agreement constitutes a writing and your assent to the terms and conditions hereof constitutes a “signing” for all purposes. There shall be no third-party beneficiaries to this Agreement.

18.5. Headings. As used herein and unless the intent is expressly otherwise in a specific instance, the terms “include,” “includes,” or “including” shall not be limiting and “or” shall not be exclusive. Any section headings herein are for convenience only and do not form a part of, and will not be used in the interpretation of, the substantive provisions of this Agreement. 

19. Questions. If you have any questions regarding this Agreement, please email us at letsconnect@myluahealth.com.