Terms of Service

Terms and Conditions of Use

Last Updated: June 21, 2025

Welcome to Vallige, Inc. (“Vallige”). These Terms and Conditions of Use (“Terms”) govern your access to and use of the Vallige platform, which includes our website (www.vallige.com), applications (available on iPhone, iPad, and app.vallige.com), and software solutions made available therefrom (collectively, the “Platform”). Through the Platform, Vallige provides software solutions and services (“Services”) designed to support families and caregivers with innovative tools, including AI-generated voice and video interactions, to assist individuals with dementia and their loved ones. By accessing or using the Platform or Services, you (“Customer”) agree to be bound by these Terms and acknowledge that you have read and understood them.”

If you do not agree to these Terms, you must not access or use the Service. Vallige may modify these Terms at any time, and such modifications will be effective immediately upon posting the updated Terms on the Service. Your continued use of the Service after any such changes indicates your acceptance of the new Terms.

Please review these Terms regularly to ensure you are aware of any changes. By continuing to access or use the Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.

1. Our Mission

At Vallige, our mission is to empower families and caregivers with tools to enhance the lives of individuals affected by dementia. We aim to foster connection, reduce isolation, and provide peace of mind through technology. By using the Service, you join us in this mission, and we ask you to understand and accept the responsibilities and risks that come with it.

2. Eligibility and Geographic Scope

The Service is currently available only to residents of the United States who are at least 18 years old. We may expand to other regions in the future, subject to market readiness and legal requirements. You represent that you meet these eligibility criteria by using the Service.

3. Service Overview

Vallige provides the Services through the Platform, enabling caregivers and family members (“Caregivers”) to support individuals affected by dementia or other similar medical impairments (“Care Receiver”) through innovative AI-driven tools and features.

The Services are designed as a support tool, not a substitute for professional healthcare, and Vallige does not offer medical advice, diagnosis, treatment, or assume responsibility for any health-related data input by Customers.

3.1.Key Features

• AI Clones: Customers may create digital representations (“AI Clones”), consisting of voice and video avatars generated using Platform tools and standardized third-party services (per Section 9), to represent a specific individual (e.g., the Customer) and interact with Care Receivers, enhancing engagement and memory support. Caregivers train AI Clones by providing voice recordings through an onboarding interview and audio-video recordings via a third-party script (e.g., Tavus), with limited customization (e.g., humor, interests) to increase familiarity, but no ability to influence call content, instruct actions, or modify another individual’s clone. Creation requires the represented individual’s consent, and each AI Clone is controlled by that individual or their authorized Customer, as detailed in Section 11 (AI Clone Customization and Limitations). The Services leverage AI technologies, which may produce unexpected results, and Customers accept these risks, as detailed in Section 13.

• Caregiver Journal: A feature (“Caregiver Journal”) allowing Customers to log notes, observations, and interactions related to caregiving (e.g., mood tracking, call summaries), accessible via the Platform for personal review and support.

• Village Feed: A social feature (“Village Feed”) that generates entries for caregiving activities (e.g., calls placed, medications logged) and enables Customers and their designated village members to post photos and updates, viewable within the Platform and on leased iPads as part of the digital photo frame functionality (per Section 10).

• Call Recordings: Recorded AI Clone interactions available for review by authorized Customers, as detailed in Section 4.4 (Recordings and Data Access).

• Supported Devices: Access to the Services via leased iPads (Section 7), iPhones, iPads, and, in the near future, AppleTV, with web access limited to account management (app.vallige.com).

3.2.Customers

Users of the Services (“Customers”) are family members, Caregivers, or legally authorized representatives who sign up for the Platform, as defined in Section 4.2 (Customer Definition), and are responsible for compliance with these Terms.

3.3.Service Modifications

Vallige reserves the right to modify, enhance, suspend, or discontinue any part of the Services or Platform at its sole discretion, with or without notice to Customers, including during the pilot phase (Section 14). Examples include adding new features, adjusting AI Clone capabilities, or removing unsupported functionalities. Customers acknowledge and agree that Vallige shall not be liable to them or any third party for any modification, suspension, or discontinuation of the Services, as further outlined in Section 13 (Liability and Risk Acknowledgment).

3.4.Non-Healthcare Status

The Services are intended solely as a caregiving support tool and do not constitute healthcare services. Vallige disclaims any responsibility for the accuracy, security, or legal compliance of health-related data input by Customers, which is governed by Section 12 (Health Information and HIPAA Disclaimer).

4. Account and Access

4.1.User Registration and Account Integrity

By registering for an account on the Platform, Customers agree to provide accurate, current, and complete information as may be prompted by any registration forms on the Platform ("Registration Data"). Customers further agree to maintain and promptly update the Registration Data, and any other information provided to Vallige, to keep it accurate, current, and complete.

Customers are responsible for maintaining the confidentiality of their account and password and for restricting access to their computer, and they agree to accept responsibility for all activities that occur under their account or password. Should a Customer suspect that the security of their account has been compromised, they are required to notify Vallige immediately. Vallige reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in its sole discretion.

4.2.Customer Definition

The customer (“Customer”) is the family member, caregiver, or legally authorized representative who signs up for the Service and is responsible for the account, billing, and compliance with these Terms. The Customer represents and warrants that they have the legal authority to enter into these Terms on behalf of themselves and, if applicable, the Care Receiver for whom the Service is intended (the “Care Receiver”).

This includes, but is not limited to, authority to consent to the use, recording, and storage of the Care Receiver’s voice, likeness, and interactions with the Service, whether through power of attorney, guardianship, or other legal means. Vallige relies on the Customer’s representation of such authority and is not responsible for verifying it.

The Customer assumes full responsibility for ensuring that use of the Service complies with all applicable laws, including those related to privacy, consent, and capacity, and indemnifies Vallige against any claims arising from a lack of such authority or compliance.4.3.Supported Devices

The Service is accessible via iPad, iPhone, and, in the near future, AppleTV (collectively, “Supported Devices”). Web browser access (app.vallige.com) is limited to account management functionalities and does not provide full-service capabilities.

Leased iPads provided by Vallige are intended as shared devices for use by the Customer, caregivers, and the Care Receiver, while iPhone apps may be accessed by anyone in the Customer’s “village” (defined as the family or support group designated by the Customer). The Customer is solely responsible for managing access to Supported Devices and ensuring that all users, including the Care Receiver and village members, comply with these Terms. Vallige does not monitor or restrict who uses the Supported Devices but reserves the right to suspend or terminate access if misuse is detected. The Customer acknowledges that use of the Service on shared devices may expose sensitive data to unintended parties and accepts all associated risks, releasing Vallige from liability for any resulting harm, including breaches of privacy or unauthorized use by the Care Receiver or others.

4.4.Recordings and Data Access

AI calls and interactions facilitated by the Services are recorded and stored to enable Customers and authorized village members to review them for purposes such as ensuring transparency, assessing beneficial or adverse outcomes (e.g., understanding a Care Receiver’s mood or call impact), or personal enjoyment, and for Vallige’s internal purposes, such as improving the Platform and conducting quality assurance. Vallige’s review of recordings is particularly critical during the pilot phase (Section 14) and may be limited to that phase as determined by Vallige, though recordings may be retained thereafter for legal or operational needs.

• Screening Data: The Platform may store results from anxiety or confusion screenings (e.g., via Canary within the Caregiver Journal or Hume for product enhancement), accessible to the Customer for their benefit and used by Vallige to improve the Services. Vallige may explore summarizing call emotional arcs (e.g., anxiety to calm) as a feature, with availability communicated via the account dashboard if implemented.

• Access Restrictions: Access to recordings and screening data is restricted to the Customer (the account’s primary caregiver or authorized representative, as defined in Section 4.2) to protect Care Receiver privacy and maintain confidentiality (e.g., avoiding exposure of sensitive comments about family or external caregivers). The Customer may designate additional village members to access recordings through the Platform’s settings, but Vallige discourages broad sharing to minimize family disputes or unintended disclosures. Additionally, any village member who has an AI Clone created to represent them (“Clone Owner”) is automatically granted access to recordings of calls involving their specific AI Clone, ensuring they can review what their clone has said. Vallige does not grant access to external caregivers or other third parties unless explicitly authorized by the Customer.

• Customer Responsibility: The Customer represents and warrants they have obtained all necessary consents or possess the legal authority (e.g., power of attorney) to record, store, and share the Care Receiver’s voice, likeness, interactions, and screening data, particularly if the Care Receiver lacks capacity due to dementia or other conditions. This includes compliance with state recording laws (e.g., two-party consent where required). Vallige does not verify such consent or authority and is not liable for any claims, damages, or violations arising from the recording, storage, or access of this data—including privacy law breaches, family disputes, or third-party complaints (e.g., external caregivers). The Customer agrees to indemnify and hold Vallige harmless from any legal actions, penalties, or losses resulting from the use or misuse of recordings or screening data, including challenges to the Care Receiver’s capacity.

• Retention: Vallige may retain recordings and screening data as necessary to comply with legal obligations, defend against claims, or improve the Services, even after account termination, subject to Section 16 (Privacy and Data Protection).

5. Subscription Fees, Payments, and Billing Terms

This section outlines the terms and conditions related to subscription fees, payments, and billing practices for Customers using the Platform. By using the Platform, Customers agree to these terms. All subscription options, payment details, and billing information will be accessible and managed through the Customer’s account dashboard.

5.1.Subscription Fees

Customers shall pay subscription fees as presented and selected within their account dashboard on the Platform. Fees are subject to change, and Vallige will provide prior notice of any adjustments via email or through the Platform. Changes in fees will not affect the current subscription period but will apply to subsequent renewals.

5.2.Payment Terms

Payment of subscription fees, lease fees for equipment (e.g., iPads), and any other charges associated with the Platform must be made using the methods available in the Customer’s account dashboard, which may include:

• Credit or Debit Cards: Customers must ensure all credit or debit cards used are valid, with sufficient funds or credit available to cover all charges.

• Direct Bank Transfers: Customers opting for direct bank transfers must follow the payment instructions provided in the account dashboard to ensure timely and accurate processing.

• Online Payment Platforms: Payments may also be made through approved online payment platforms as specified in the account dashboard (e.g., Apple Pay, if enabled). All payments must be made in advance in accordance with the billing cycle selected by the Customer (monthly or annual). Customers are responsible for providing accurate, current, and valid payment information through their account dashboard and must promptly update any changes to payment methods in their account settings. Failure to maintain valid payment details or make timely payments may result in late payment charges (as outlined in Section 5.6), suspension of access to the Platform, or termination of the subscription under Section 5.5 (Cancellations and Refunds). In the event of a payment dispute, Customers should contact Vallige directly at support@vallige.com for resolution. Vallige is not responsible for delays, errors, or additional costs arising from inaccurate payment information or issues with third-party payment providers.

5.3.Billing Cycle

The subscription fee is billed in advance on a monthly or annual basis, as chosen by the Customer in their account dashboard at the time of subscription. The billing cycle begins on the subscription start date.

5.4.Renewals

Subscriptions automatically renew at the end of each billing cycle unless the Customer cancels through their account dashboard before the renewal date. Renewal fees will reflect the subscription plan and pricing in effect at the time of renewal.

5.5.Cancellations and Refunds

Customers may cancel their subscription at any time via their account dashboard. For monthly subscriptions, cancellation takes effect at the end of the current billing month, and if canceled early (before the month ends), the Customer will receive a full refund of that month’s subscription fee. For annual subscriptions, cancellation takes effect immediately, and Vallige will refund the remaining full months of the subscription term, including the month of cancellation. The refund will be calculated by recalculating the months used at the full standard monthly rate (as presented in the account dashboard at the time of signup, without the annual discount), with the remaining amount of the original annual payment refunded. For example: If a Customer pays an annual fee upfront and cancels halfway through month 6, the first 5 months are charged at the full monthly rate (e.g., total used = 5 x monthly rate), and the refund covers the remaining 6 months (including month 6), calculated as the original annual fee minus the amount for the used months. No refunds will be issued for cancellations occurring in the final two months (months 11 or 12) of an annual term. Refunds are processed within 30 days to the original payment method, except where prohibited by applicable law. Vallige reserves the right, at its sole discretion, to offer alternative refund terms in exceptional circumstances (e.g., Customer’s death), but fees for completed billing periods are otherwise non-refundable unless required by law.

5.6.Late Payments

Late payments may incur additional charges as specified in the account dashboard. If payment is not received by the due date, Vallige may suspend access to the Platform until payment is resolved. A grace period of 15 days may be provided before suspension, at Vallige’s discretion, to allow Customers to update payment information.

5.7.Price Changes

Vallige reserves the right to adjust pricing for subscription plans offered on the Platform.

Any price changes will be communicated to Customers in advance via email or the account dashboard and will apply to future billing cycles only, not the current subscription period.

6. Free Trial

Vallige offers new Customers a free trial period to explore the Platform without charge for a specified duration, beginning on the date of account activation. The exact length of the free trial period will be clearly communicated to the Customer during account creation and confirmed via email or within the account dashboard. No subscription fees will be charged during the free trial period; however, fees related to leased equipment (e.g., iPads) or additional services, if applicable, may still apply and will be disclosed at signup.

Unless the Customer cancels their subscription prior to the end of the free trial period, their subscription will automatically commence at the conclusion of the trial, and subscription fees will be charged in advance for the first billing cycle, as selected in the Customer’s account dashboard (e.g., monthly or annual). Details of the subscription fees, billing cycle, and payment method will be provided during account setup and confirmed via email or the account dashboard. To avoid charges, Customers must cancel their subscription before the trial period ends, as outlined in Section 5.5

(Cancellations and Refunds). Vallige will provide a reminder of the trial’s end date and impending charges via email or the Platform at least seven (7) days prior to the trial’s conclusion, unless a shorter trial period applies, in which case notice will be provided at signup. Customers are responsible for monitoring their trial period and managing their subscription preferences through the account dashboard.

7. iPad Leasing and Return Policy

This iPad Leasing and Return Policy (“iPad Policy”) applies to Customers who lease iPads (“Leased Equipment”) from Vallige to access and use the Platform. By opting to lease Leased Equipment, Customers agree to comply with and be bound by this iPad Policy, which forms part of the Terms of Service. All leasing options, fees, and return instructions will be accessible through the Customer’s account dashboard.

7.1.Lease Term

The lease term for the Leased Equipment begins on the date the Customer receives the equipment (as confirmed by shipping records or Customer acknowledgment) and continues for the duration of the Customer’s active subscription to the Platform, unless terminated earlier under this iPad Policy or Section 5.5 (Cancellations and Refunds).

7.2.Lease Fees

Customers shall pay lease fees for the Leased Equipment as presented and selected in their account dashboard. These fees are in addition to subscription fees for Platform access and will be billed in advance according to the Customer’s chosen billing cycle (monthly or annual). Lease fees for the first iPad may be included in the base subscription plan, while additional iPads incur separate charges, as specified in the dashboard. All applicable fees will be disclosed at signup and prior to lease commencement.

7.3.Renewal

The lease term automatically renews with each renewal of the Customer’s subscription to the Platform, as outlined in Section 5.4 (Renewals), unless the Customer cancels the lease or subscription per Section 5.5.

7.4.Return of Leased Equipment

Upon cancellation or termination of the subscription for any reason (including non-payment or misuse under Section 5), the Customer must return the Leased Equipment to Vallige within fourteen (14) days of the subscription end date in good working condition, with only normal wear and tear excepted. “Good working condition” means no cracked screens, significant visible damage, or functional impairments beyond typical use. Return shipping instructions and a prepaid label (if applicable) will be provided through the account dashboard or upon request. Failure to return the Leased Equipment within this timeframe, or returning it in unacceptable condition, may result in additional fees equivalent to the fair market value or replacement cost of the equipment,as determined by Vallige, plus a $50 administrative fee. Vallige may charge these fees to the Customer’s payment method on file.

7.5.Damage or Loss

The Customer is responsible for all loss, theft, or damage to the Leased Equipment during the lease term, excluding normal wear and tear (e.g., minor scratches from regular use). In the event of damage beyond normal wear and tear, or loss, the Customer will be charged the repair cost (if repairable) or the full replacement cost of the equipment, as determined by Vallige. Customers must report any loss or damage to Vallige within five (5) days of occurrence via support@vallige.com or the account dashboard to facilitate assessment and billing. Vallige reserves the right to inspect returned equipment to confirm condition.

7.6.Maintenance and Support

Vallige is responsible for maintaining the Leased Equipment in good working order at the start of the lease term. During the lease, Customers must notify Vallige of any defects, malfunctions, or repair needs via support@vallige.com or the account dashboard within five (5) days of discovery. Vallige will, at its discretion, repair or replace defective equipment at no additional cost to the Customer, provided the issue stems from normal use and not Customer negligence, misuse, or unauthorized modifications. Shipping costs for repairs or replacements due to manufacturing defects will be covered by Vallige; otherwise, the Customer bears such costs.

7.7.Ownership and Use

The Leased Equipment remains the sole property of Vallige at all times. Customers are granted a non-transferable right to use the equipment solely for accessing the Platform during the lease term. Any unauthorized use, tampering, or failure to return the equipment may result in termination of the lease and subscription, at Vallige’s discretion, in addition to applicable fees.

8. Platform Use and Restrictions

This section outlines the permitted uses of the Vallige Platform and the restrictions imposed on Customers. By accessing or using the Platform, Customers agree to comply with and be bound by these Terms. Vallige reserves the right to modify these terms at any time, with notice provided via email or the account dashboard, and continued use constitutes acceptance of the updated Terms.

8.1.Permitted Use

Customers may access and use the Platform solely for lawful purposes related to supporting Care Receivers and their caregivers, as intended by Vallige, and in accordance with these Terms.Use of the Platform, including Leased Equipment, is limited to the Customer and their designated “village” (family or support group) for personal, non-commercial purposes, unless expressly authorized by Vallige in writing.

8.2.Customer Responsibilities

8.2.1. Accurate Information: Customers must provide true, accurate, current, and complete Registration Data as prompted by the Platform’s registration forms in the account dashboard. Vallige reserves the right to suspend or terminate accounts for submitting false, incomplete, or misleading information.

8.2.2. Account Security: Customers are responsible for maintaining the confidentiality of their account credentials (e.g., username, password) and for restricting access to their devices. Customers accept full responsibility and liability for all activities occurring under their account, whether authorized or not, and must notify Vallige immediately of any unauthorized use or security breach via support@vallige.com or the account dashboard.

8.2.3. Leased Equipment: Customers must ensure Leased Equipment is used exclusively for accessing the Platform and is not subjected to misuse, abuse, or unauthorized modifications, as detailed in Section 7 (iPad Leasing and Return Policy).

8.3.Prohibited Actions

8.3.1. Customers may not:

• Use the Platform or Leased Equipment in any manner that could damage, disable, overburden, or impair the Platform’s functionality, or interfere with any other party’s use and enjoyment of the Platform.

• Engage in unlawful activities or solicit illegal acts through the Platform, including but not limited to purposes related to nuclear, chemical, or biological weapons development, production, or use.

• Create, use, or distribute AI clones that infringe on the intellectual property rights, privacy rights, or likeness of others without their explicit consent, or for unlawful, deceptive, or harmful purposes.

• Copy, reproduce, distribute, republish, download, display, post, or transmit any part of the Platform (including software, content, or interfaces) in any form or by any means, except as expressly permitted by these Terms.

• Modify, make derivative works of, disassemble, reverse compile, reverse engineer, or otherwise attempt to access the source code or underlying technology of the Platform or Leased Equipment.

• Access or use the Platform to build, develop, or support a similar or competitive service, product, or technology.

• Lease, loan, resell, sublicense, distribute, or transfer the Platform or Leased Equipment to any third party without Vallige’s prior written consent.

• Introduce viruses, malware, or any harmful code that could disrupt, damage, or limit the Platform’s functionality or security.

• Circumvent or attempt to bypass any access controls, security measures, or usage limits implemented by Vallige.

8.4.User-Generated Content

Any content uploaded or created by Customers (e.g., Village Feed posts, AI clone training data) must comply with all applicable laws and regulations, including intellectual property, privacy, and defamation laws. Vallige is not responsible for ensuring compliance with HIPAA or other health-related regulations, per Section 12 (Health Information and HIPAA Disclaimer).

Vallige reserves the right, but not the obligation, to monitor, review, or remove any user-generated content that violates these Terms, is offensive, or poses a risk to the Platform or its users, at its sole discretion and without prior notice.

8.5.Consequences of Violation

Violation of these use and restriction terms may result in immediate suspension or termination of the Customer’s account and access to the Platform, at Vallige’s sole discretion, in addition to any applicable fees (e.g., for non-returned Leased Equipment under Section 7). Vallige reserves the right to pursue legal action or remedies for violations that cause harm to Vallige, its Customers and users, or third parties.

9. Third Party Software and Services

The Platform integrates or relies on third-party software, content, services, or websites (collectively, “Third-Party Services”) to provide certain functionalities, including but not limited to voice cloning, video cloning, voice analysis, transcription, and AI language processing. Examples of Third-Party Services currently incorporated into the Platform include:

• Eleven Labs (voice cloning);

• Tavus (video cloning);

• Canary and Hume (voice analysis);

• Vapi (speech-to-text transcription);• OpenAI’s ChatGPT and Anthropic’s Claude (large language models).

Vallige does not own, control, or operate these Third-Party Services and is not responsible for their legality, reliability, accuracy, performance, availability, or security. Use of Third-Party Services is subject to the additional terms, conditions, privacy policies, and licensing agreements imposed by the respective third-party providers, which may require Customers to obtain consent or rights (e.g., for cloning a voice or likeness). It is the Customer’s sole responsibility to review, understand, and comply with these third-party terms and to secure any necessary permissions or licenses before using such Third-Party Services through the Platform.

By accessing or using the Platform, the Customer acknowledges and agrees that:

• Vallige makes no representations, warranties, or guarantees regarding the Third-Party Services, whether express or implied, including their fitness for a particular purpose or non-infringement;

• Vallige shall not be liable for any claims, damages, losses, or liabilities arising from or related to the use of, reliance on, or inability to access Third-Party Services, including but not limited to data breaches, intellectual property disputes, or service interruptions;

• The inclusion of Third-Party Services within the Platform does not constitute an endorsement, partnership, or affiliation by Vallige with the third-party providers;

• Third-party providers may process data per their own policies, beyond Vallige’s control. Customers are advised to exercise caution and independent judgment when interacting with Third-Party Services, particularly when providing personal data (e.g., voice or video recordings) for AI cloning or analysis. Vallige reserves the right, at its sole discretion and without prior notice, to modify, remove, or disable access to any Third-Party Services within the Platform if such services become unavailable, violate these Terms, or pose a risk to Vallige or its Customers or users. Any transactions, disputes, or interactions between the Customer and third-party providers—including payments, delivery of services, or enforcement of warranties—are solely between the Customer and the third party, and Vallige has no obligation to mediate or resolve such matters. The Customer agrees to indemnify and hold Vallige harmless from any claims, costs, or damages arising from their use of Third-Party Services, including violations of third-party terms or applicable laws.

10.User Generated Content and Content Sharing

This section governs the creation, use, and sharing of content within the Platform, including the “Village Feed,” a feature that generates entries for actions (e.g., calls placed, medications logged) and allows Customers and their designated “village” (family or support group, as defined in the account dashboard) to post photos for display onleased iPads as part of the digital photo frame functionality. By using the Village Feed or uploading user-generated content (“UGC”) to the Platform, Customers agree to comply with these Terms.

10.1.Village Feed Use

The Village Feed is designed to facilitate interaction and memory-sharing within the Customer’s village. Customers and village members may post photos, “like” or “heart” entries, and view activity logs, all of which remain confined to the Platform and are not intended for external sharing at this time. UGC posted to the Village Feed must be appropriate and must not include adult content, nudity, violence, hate speech, or any material that violates applicable laws, infringes intellectual property rights, or compromises the privacy or dignity of any individual (including the Care Receiver).

10.2.Content Restrictions

External sharing of Village Feed content (e.g., to social media platforms like Facebook or Instagram) is not currently supported or permitted through the Platform’s functionality. Should Vallige enable such sharing in the future, Customers will be notified via email or the account dashboard, and additional terms may apply. Customers are responsible for ensuring that all UGC they upload or post complies with these Terms and does not violate the rights of Vallige, village members, or third parties (e.g., copyright, trademark, or privacy rights).

10.3.License to Vallige and Third-Party Providers

By posting UGC to the Village Feed or providing inputs (e.g., voice recordings, video footage, or personalization data such as humor preferences) to the Platform for AI Clone creation or other features, Customers grant Vallige and its third-party providers (as listed in Section 9, e.g., Eleven Labs, Tavus, OpenAI) a non-exclusive, royalty-free, worldwide, perpetual license to use, store, process, reproduce, display, distribute, and modify such content and inputs as necessary to facilitate, provide, and improve the Services. This includes, but is not limited to, displaying photos on the iPad photo frame functionality, generating and operating AI Clones, and enhancing Platform features. This license is limited to use within the Platform and for the purposes of delivering the Services, and it does not permit Vallige or its third-party providers to sell UGC or inputs, share them externally beyond what is required to provide the Services, or use them in a manner that violates applicable privacy laws or the Customer’s rights. The scope of use by third-party providers is further subject to their respective terms, as outlined in Section 9 (Third Party Software and Services).

10.4.Customer ResponsibilityCustomers acknowledge that they bear sole responsibility for the legality, accuracy, and appropriateness of UGC posted to the Village Feed. Vallige is not liable for any loss, damage, or legal liability arising from UGC, including disputes within the village or claims from third parties. Customers must ensure that they have the right or consent to upload and share any UGC (e.g., photos of others), particularly when involving individuals with diminished capacity, such as the Care Receiver.

10.5.Vallige’s Rights

Vallige reserves the right, but not the obligation, to monitor, review, or remove any UGC from the Village Feed that it deems inappropriate, unlawful, or in violation of these Terms, at its sole discretion and without prior notice. Examples include content that is offensive, infringing, or risks harm to the Platform or its Customers or users. If external sharing is enabled in the future and Vallige requests removal of UGC shared outside the Platform, Customers must comply promptly. Failure to do so may result in suspension or termination of the Customer’s account under Section 8.5 (Consequences of Violation).

11.AI Clone Customization and Limitations

This section governs the creation, customization, and use of AI clones on the Platform. AI Clones are digital representations (e.g., voice, video, or text-based avatars) generated by Customers to represent a specific individual (typically the Customer or a consented village member) for interacting with Care Receivers, such as those with dementia, and enhancing the Platform experience. By creating or customizing AI Clones, Customers agree to comply with these Terms and the following provisions.

11.1.Permitted Customization

Customers may create and customize an AI Clone to represent themselves or another specific individual within the technical capabilities and ethical guidelines provided by Vallige through the account dashboard or onboarding process. Customization is standardized via third-party services (see Section 9) and may include voice training (via interviews), video recording (via scripts), and personalization inputs (e.g., types of humor, shared interests) to enhance familiarity for Care Receivers. All customizations must align with Vallige’s mission to support dementia care and must not be used for unrelated purposes (e.g., entertainment, commercial exploitation).

11.2.Consent and Legal Requirements

Customers may only create or customize AI Clones that replicate their own voice, likeness, or personal characteristics, or those of another individual with that individual’sexplicit, informed, and documented consent. If the individual lacks legal capacity (e.g., due to dementia), the Customer represents and warrants they have the legal authority (e.g., power of attorney, guardianship) to provide such consent on their behalf, as outlined in Section 4.2 (Customer Definition). Customizations that infringe intellectual property rights (e.g., copyrighted voices, likenesses), privacy rights, or publicity rights of any individual or entity without authorization are strictly prohibited. Customers are solely responsible for ensuring compliance with all applicable laws, including but not limited to the U.S. Copyright Act (17 U.S.C. § 101 et seq.), state right of publicity laws, and privacy regulations.

11.3.Vallige Oversight

Vallige reserves the right, but not the obligation, to review, approve, modify, or remove any AI Clone at its sole discretion, without prior notice, if it deems the clone inappropriate, unlawful, unethical, or in violation of these Terms. Examples include clones that promote harm, impersonate others without consent, or misuse Platform resources.

If an AI Clone violates these Terms, Vallige will notify the Customer via email or the account dashboard and provide a reasonable period (e.g., 7 days) to correct the violation. Failure to comply may result in removal of the AI Clone, suspension, or termination of the Customer’s account under Section 8.6 (Consequences of Violation).

11.4.Limitations and Disclaimers

AI Clones are provided “as is,” and Vallige does not guarantee their accuracy, reliability, uninterrupted operation, or freedom from errors. Vallige disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, or non-infringement, to the fullest extent permitted by law.

The functionality and behavior of AI Clones depend on third-party services (e.g., Eleven Labs, Tavus, OpenAI) and Platform resources. Vallige is not liable for limitations, failures, or unintended outputs caused by these dependencies or technical constraints.

Customers acknowledge that AI Clones are not substitutes for human interaction or professional care and accept all risks associated with their use, including potential emotional or psychological impacts on Care Receivers.

11.5.Usage Limits

Vallige reserves the right to limit the number of AI Clones a Customer may create or customize, the frequency of interactions, or the extent of customization based on technical capacity, operational needs, or subscription tier. Such limits will be communicated via the account dashboard.

11.6.Ownership and ControlEach AI Clone is created to represent a specific individual (the “Represented Individual”), who must consent to its creation (or have consent provided by a legally authorized Customer). The Represented Individual, or their authorized Customer, maintains control over the clone’s use and customization within the Platform. Customers may not modify or influence another individual’s AI Clone.

Customers retain ownership of the personal data (e.g., voice recordings, videos) provided to create AI Clones, subject to the license granted to Vallige and third-party providers under Sections 9 and 10. The underlying AI technology, models, and generated outputs remain the property of Vallige or its licensors.

11.7.AI-Specific Protections

Customers must not use AI Clones to deceive, defraud, or harm others, including manipulating a clone to misrepresent the Represented Individual in a way that could influence decisions (e.g., altering a will or inheritance). This includes creating clones for realistic impersonation or ‘deepfake’ purposes violating state laws. Vallige is not liable for such misuse, whether occurring within or outside the Platform, but may terminate access if detected.

In compliance with emerging AI regulations (e.g., potential federal or state AI disclosure laws), Vallige may require Customers to disclose to Care Receivers or village members that interactions involve AI Clones, with implementation details provided via the dashboard if applicable.

12.Health Information and HIPAA Disclaimer

The Platform may permit Customers to input, upload, or store Personal Data, including health-related information, such as medication logs, Caregiver Journal entries, or other personal health data related to Care Receivers. Vallige is not a healthcare provider and does not offer medical advice, diagnosis, treatment, or clinical services. The Platform is intended solely as a support tool for caregivers and families managing dementia care, and it is not a substitute for professional medical care. Customers should consult a qualified healthcare professional for any medical condition, treatment decision, or health-related concern.

12.1.Customer Responsibility

Any and all health-related information, including medications, health records, or documents entered into the Platform (collectively, “Health Information”), is the sole responsibility of the Customer. Customers are responsible for the accuracy, legality, and appropriateness of such Health Information and for ensuring compliance with all applicable laws, regulations, and standards (e.g., privacy laws, data protection requirements) when submitting or managing this information.Vallige does not verify, validate, or assume liability for the completeness, accuracy, or reliability of Health Information provided by Customers, nor for any errors, omissions, or adverse outcomes resulting from its use or reliance thereon.

12.2.HIPAA Disclaimer

Vallige is not a “covered entity” or “business associate” as defined under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and its implementing regulations. Accordingly, the Platform is not designed to be HIPAA-compliant, and Vallige has no intention of achieving or maintaining HIPAA compliance. Health Information submitted to the Platform is not protected under HIPAA’s privacy or security standards.

Customers acknowledge and accept that sharing Health Information on the Platform carries risks, including potential exposure or loss of confidentiality, as it is not subject to HIPAA protections. Customers are strongly advised to exercise caution and discretion when inputting Health Information and to consider the sensitivity of such data before submission.

12.3.Disclaimers and Warnings

Vallige makes no representations or warranties, express or implied, regarding the suitability of the Platform for storing or managing Health Information, or regarding the outcomes of using such information within the Platform. To the fullest extent permitted by law, Vallige disclaims all liability for any damages, losses, or claims arising from the use, disclosure, or breach of Health Information, including but not limited to personal injury, emotional distress, or legal penalties.

Customers assume all risks associated with entering Health Information into the Platform and agree to indemnify and hold Vallige harmless from any claims, costs, or liabilities resulting from their failure to comply with applicable health data laws or regulations.

13.Liability and Risk Acknowledgment

By accessing or using the Platform, Customers acknowledge and agree to the inherent risks associated with online services, digital content, and AI-driven tools, and they accept full responsibility for their use of the Platform. Vallige strives to provide a reliable and secure experience but cannot guarantee the absolute security, privacy, or uninterrupted availability of data transmitted over the internet or stored on the Platform. This section outlines the limits of Vallige’s liability and the Customer’s obligations.

13.1.Risk Acknowledgment

Customers understand and accept all risks related to their use of the Platform, including but not limited to:• Exposure to inaccurate, incomplete, offensive, or inappropriate content (e.g., user-generated content, AI Clone outputs);

• Unauthorized access, use, disclosure, or loss of data due to security breaches, hacking, or third-party actions beyond Vallige’s reasonable control;

• Reliance on the accuracy, completeness, or timeliness of any content, features, or interactions (e.g., Village Feed, AI Clones, health information);

• Technical failures, interruptions, or delays in Platform availability due to hardware, software, or network issues;

• Emotional, psychological, or financial impacts on Care Receivers or village members arising from Platform use (e.g., reliance on AI Clones). Customers acknowledge that the Platform is a support tool, not a substitute for professional care, and assume all risks of using it in a caregiving context.

13.2.Limitation of Liability

To the fullest extent permitted by applicable law, Vallige, its affiliates, officers, directors, employees, agents, and licensors (collectively, “Vallige Parties”) shall not be liable for any direct, indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses (even if Vallige has been advised of the possibility of such damages), arising from or related to:

• The use, inability to use, or performance of the Platform or Leased Equipment;

• The cost of procuring substitute goods or services resulting from any data, information, or services obtained through the Platform;

• Unauthorized access to, alteration of, or loss of Customer data, including Health Information or AI Clone inputs;

• Statements, conduct, or content of any third party on or through the Platform (e.g., village members, third-party services);

• Any other matter relating to the Platform, including reliance on its features or outputs and/or AI-generated content errors or emotional impacts on Care Receivers. Vallige’s total aggregate liability, if any, for all claims arising under these Terms shall not exceed the amount paid by the Customer to Vallige for the Services in the twelve (12) months preceding the claim, or $1000, whichever is greater. This cap applies regardless of the legal theory (e.g., contract, tort, statute).

13.3.Indemnification

Customers agree to defend, indemnify, and hold harmless the Vallige Parties from and against any claims, demands, actions, damages, obligations, losses, liabilities, costs, or expenses (including reasonable attorneys’ fees and court costs) arising from or related to:

• The Customer’s use of, or inability to use, the Platform or Leased Equipment;

• The Customer’s violation of these Terms, including any misrepresentation of authority (e.g., consent for AI Clones under Section 11);

• The Customer’s violation of any third-party rights, including but not limited to copyright, trademark, privacy, publicity, or property rights;

• Any claim that the Customer’s actions, user-generated content, or AI Clone inputs caused harm, loss, or liability to a third party (e.g., Care Receivers, village members);

• The Customer’s failure to comply with applicable laws or regulations (e.g., health data privacy laws). This indemnification obligation survives the termination of these Terms and the Customer’s use of the Platform. Vallige reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification, and Customers shall cooperate fully in such defense.

13.4.Force Majeure

Vallige shall not be liable for any delay, failure, or interruption of the Platform resulting from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, government actions, power outages, internet failures, or third-party service disruptions (e.g., Eleven Labs outages).

13.5.No Warranties

Except as expressly stated in these Terms, the Platform and Services are provided “as is” and “as available,” without warranties of any kind, express, implied, or statutory, including but not limited to warranties of merchantability, fitness for a particular purpose, title, or non-infringement. Vallige does not warrant that the Platform will meet Customer expectations, operate without interruption, or be error-free.

13.6.Guardrails and Safety Limitations

Vallige incorporates certain safety guardrails into the Services, particularly within AI Clone interactions, to help protect Care Receivers from potentially harmful actions (e.g., discouraging cooking or stove/oven use, advising against showering alone, or suggesting caution regarding unsupervised walks). These guardrails are designed to enhance caregiving support and reflect Vallige’s ongoing efforts to refine and adaptsafety measures based on identified risks and feedback. However, Customers acknowledge that these guardrails are not exhaustive, universal, or guaranteed to address every possible scenario due to the unpredictable nature of individual behaviors and circumstances.

Vallige strives to implement reasonable protective features but cannot anticipate or prevent all risks that may arise in caregiving contexts (e.g., a Care Receiver wandering off or engaging in unsafe activities). The effectiveness of guardrails may vary depending on the Care Receiver’s specific needs, environment, or responses, and Vallige does not promise that such measures will fully protect against harm or meet every Customer’s expectations (e.g., universal applicability of walking restrictions). Customers may provide input on safety preferences during onboarding or through the Platform, though Vallige currently lacks a standardized form for this purpose and is not obligated to customize guardrails beyond its standard offerings.

Customers accept all risks associated with the limitations of these guardrails and agree that Vallige is not liable for any damages, injuries, or losses—whether physical, emotional, or otherwise—resulting from a Care Receiver’s actions, whether influenced by the Services or not. This includes situations where guardrails fail to prevent harm or where additional safeguards desired by the Customer are not implemented. Vallige’s efforts to improve safety features are provided as a best-effort service, and Customers assume full responsibility for supervising and ensuring the safety of Care Receivers, as the Platform is a support tool, not a comprehensive caregiving solution.

13.7.AI-Specific Risks

Customers acknowledge that the Services, particularly AI Clones, rely on artificial intelligence technologies that carry inherent risks beyond Vallige’s control. These risks include, but are not limited to:

• Bias and Discrimination: AI Clones may reflect biases or inaccuracies in their underlying models or training data (e.g., tone, language preferences), potentially resulting in unintended or offensive outputs. Vallige does not guarantee freedom from such biases.

• Misinformation: AI Clones may generate false, misleading, or inconsistent statements (e.g., fabricated memories), which could confuse or distress Care Receivers, Caregivers, or village members. Vallige is not responsible for the accuracy or truthfulness of AI-generated content.

• Over-Reliance: Care Receivers, Caregivers, or Customers may develop excessive dependence on AI Clones, potentially reducing human interaction or delaying necessary care. Vallige disclaims liability for any resulting impacts on caregiving or well-being.

• Ethical Misuse: Beyond prohibited uses (Section 11.7), AI Clones could be misused (e.g., for pranks, unauthorized impersonation), causing harm or reputational damage. Vallige is not liable for such misuse, whether by Customers or third parties, within or outside the Platform.

• Regulatory Compliance: AI technologies are subject to evolving laws and standards (e.g., transparency, auditing requirements). Vallige does not warrant compliance with all current or future AI regulations beyond what is expressly stated in these Terms.

Customers accept these AI-specific risks and agree that Vallige and the Vallige Parties (as defined in Section 13.2) are not liable for any damages, losses, or claims—whether direct, indirect, emotional, or otherwise—arising from these risks, including impacts on Care Receivers, Caregivers, village members, or third parties. Customers remain responsible for monitoring and managing the use of AI Clones to mitigate such risks.

14.Pilot Phase and Feedback

This section governs participation in the pilot phase of the Platform, an initial testing period during which Vallige offers select Customers access to the Services under special terms to evaluate functionality, gather feedback, and refine the Platform. Vallige reserves the right to modify, extend, shorten, or terminate the pilot phase, including its terms and cohort structure, at its sole discretion with notice provided via email or the account dashboard.

14.1.Pilot Cohorts and Terms

• First Cohort: The initial pilot phase offers up to 20 Customers a 12-month period of free access to the Platform and one leased iPad, commencing on the date of account activation. Eligibility requires active use of the Platform and submission of feedback as outlined in Section 14.2. This cohort is limited to approximately 10-20 participants, selected at Vallige’s discretion.

• Second Cohort: Following the first cohort, a subsequent pilot phase offers up to 50 Customers a 3-month period of free access to the Platform and one leased iPad, subject to the same active use and feedback conditions. This cohort begins once the first cohort reaches capacity or at Vallige’s discretion.

• Transition: After reaching approximately 50 pilot participants, the pilot phase will conclude, and new Customers will transition to standard subscription terms (see Section 5), which may include a one-month free period as specified in the account dashboard at signup.

• Vallige may adjust cohort sizes, durations, or terms based on operational needs, with updates communicated to pilot participants via email or the account dashboard.

14.2.Feedback RequirementPilot participants are required to provide feedback, comments, and suggestions (“Feedback”) about their experience with the Platform in the form of surveys or other methods designated by Vallige (e.g., periodic online forms, interviews). Feedback must be submitted at regular intervals, such as monthly or as specified at signup, to maintain free access eligibility.

By providing Feedback, Customers grant Vallige a worldwide, perpetual, irrevocable, royalty-free, fully transferable license to use, reproduce, modify, distribute, incorporate, and otherwise exploit the Feedback in any manner, including integration into the Platform, development of new features, or use in other Vallige products or services, without compensation, attribution, or further obligation to the Customer.

14.3.Heightened Risks

Customers acknowledge that the pilot phase involves a pre-release version of the Platform, which may contain bugs, incomplete features, or unexpected behaviors. The availability, functionality, and security of the Platform and Leased Equipment during this phase are not guaranteed and may be limited or interrupted without notice.

Participation in the pilot phase is at the Customer’s own risk, with heightened exposure to potential issues such as data loss, service outages, or inaccuracies in AI Clone outputs or other features. Vallige disclaims all liability for any damages or losses arising from pilot phase use, as detailed in Section 13 (Liability and Risk Acknowledgment).

14.4.Limited Support

During the pilot phase, Vallige may, but is not obligated to, provide technical support, maintenance, updates, or modifications to the Platform or Leased Equipment. Customers accept the Platform “as is” and understand that support may be minimal or unavailable.

14.5.No Guaranteed Outcomes

Vallige may evaluate and implement changes based on Feedback at its sole discretion, but participation in the pilot phase does not guarantee specific improvements, features, or continued access to the Platform post-pilot. Customers have no entitlement to influence the Platform’s final design or functionality.

14.6.Termination of Pilot Access

Vallige may terminate a Customer’s pilot phase participation at any time, with or without cause (e.g., for failure to provide Feedback, misuse of the Platform), with notice via email or the account dashboard. Upon termination or conclusion of the pilot phase, Customers must return Leased Equipment per Section 7 and may transition to a paid subscription if offered.

15.Termination of Service

This section governs the termination of a Customer’s access to the Platform and Services, including any Leased Equipment. Termination may be initiated by either Vallige or the Customer under the conditions outlined below. Upon any termination, Customers must comply with return obligations for Leased Equipment as specified in Section 7 (iPad Leasing and Return Policy).

15.1.Termination by Vallige

Vallige reserves the right to suspend or terminate a Customer’s access to the Platform, Services, and Leased Equipment, in whole or in part, at its sole discretion, with or without cause, and with or without prior notice, except as specified below. Reasons for termination may include, but are not limited to:

• Breach of these Terms, including misuse of AI Clones (e.g., excessive use beyond intended dementia support purposes, use as a general replacement for other AI subscriptions) as outlined in Section 11 (AI Clone Customization and Limitations);

• Non-payment of Subscription Fees, Lease Fees, or other charges, subject to the grace period in Section 15.2;

• Violation of applicable laws, third-party rights, or Vallige’s policies (e.g., Sections 8, 9, 10);

• Actions that harm Vallige, its users or Customers, or the Platform’s integrity (e.g., introducing malware, excessive resource use).

For non-payment, Vallige will provide a 15-day grace period (see Section 15.2) before termination, unless immediate suspension is necessary to protect the Platform, Customers, or other users (e.g., fraud). In all other cases, Vallige may act immediately if the violation warrants it, with notice provided via email or the account dashboard post-action if feasible.

Upon termination by Vallige, Customers must immediately cease all use of the Platform and Services and return Leased Equipment per Section 7 within 14 days. Vallige is not obligated to refund any Subscription Fees, Lease Fees, or other amounts paid prior to termination, except as required by Section 5.5 (Cancellations and Refunds) or applicable law.

15.2.Non-Payment Grace Period

If a Customer fails to make timely payment due to an expired credit card, declined transaction, or similar issue, Vallige will notify the Customer via email or the account dashboard and provide a 15-day grace period to update payment information and resolve the issue. During this period, access to the Platform may be restricted but not fully terminated, at Vallige’s discretion, to avoid abrupt disruption.If payment remains unresolved after the grace period, Vallige may terminate access without further notice, and any outstanding fees for the current billing cycle remain due. This grace period does not apply to willful non-payment or other breaches.

15.3.Termination by Customer

Customers may terminate their subscription at any time through their account dashboard, as detailed in Section 5.5 (Cancellations and Refunds). Termination takes effect as outlined in Section 5.5, and Customers remain responsible for any outstanding Subscription Fees or Lease Fees accrued through the end of the current billing cycle. No refunds are provided for fees paid prior to termination, except as specified in Section 5.5 or required by law.

15.4.Pilot Phase Termination

During the pilot phase (Section 14), either Vallige or the Customer may terminate participation without cause, subject to Section 14.6. Upon termination, Customers must return Leased Equipment per Section 7, and no further Feedback obligations apply post-termination.

15.5.Effects of Termination

Upon any termination (by Vallige or Customer), all rights granted to the Customer under these Terms cease, except for surviving obligations (e.g., indemnification under Section 13, Feedback license under Section 14). Vallige may retain Customer data as necessary to comply with legal obligations or defend against claims, subject to applicable privacy laws. Vallige is not liable for any damages or losses resulting from termination, including loss of access to data, AI Clones, or Village Feed content, as per Section 13 (Liability and Risk Acknowledgment).

16.Privacy and Data Protection

This section provides a high-level overview of Vallige’s approach to privacy and data protection related to the Services. Vallige is committed to protecting the personal and sensitive information (“Personal Data”) of Customers and their designated village members in accordance with applicable U.S. data protection laws. Detailed information about the collection, use, disclosure, and protection of Personal Data, including data provided by Customers or village members (e.g., Registration Data, AI Clone inputs, Village Feed content), is outlined in Vallige’s Privacy Policy, accessible at www/vallige.com/privacy or via the account dashboard. By accessing or using the Platform, Customers acknowledge they have reviewed and agree to the Privacy Policy, in addition to this section.

16.1.Data Collection and Use

Vallige collects and processes Personal Data necessary to provide and improve the Services, including but not limited to account information, user-provided inputs for AI Clones (e.g., voice recordings, video footage), and content posted to the Village Feed. This data may originate from Customers or village members interacting with the Platform.

Personal Data is used solely for the purposes of delivering the Services (e.g., generating AI Clones, displaying Village Feed content), enhancing Platform functionality, and complying with legal obligations, as further detailed in the Privacy Policy.

16.2.Third-Party Sharing

Vallige may share Personal Data with third-party providers (e.g., Eleven Labs, Tavus, OpenAI, as listed in Section 9) to facilitate the Services, such as AI Clone creation or voice analysis, subject to the license granted in Sections 9 and 10. Customers consent to this sharing by using the Platform, though additional third-party terms may apply (see Section 9).

Vallige may also disclose Personal Data: (a) with the Customer’s explicit consent; (b) as required by law (e.g., subpoenas, court orders); or (c) in connection with a merger, acquisition, or asset sale, with notice provided via email or the account dashboard and options offered where feasible.

16.3.Security Measures

Vallige implements reasonable technical and organizational measures to protect Personal Data against unauthorized access, unlawful processing, or accidental loss, destruction, or damage. However, no online platform can guarantee absolute security, and Customers accept this inherent risk, as noted in Section 13 (Liability and Risk Acknowledgment).

16.4.Customer Rights

Customers may have rights under laws like the CCPA to access, correct, delete, or restrict processing of their Personal Data, subject to applicable law and the Privacy Policy. To exercise these rights, Customers should contact Vallige at support@vallige.com or through the account dashboard. Vallige will respond within a reasonable timeframe, consistent with legal requirements.

16.5.Updates and Acknowledgment

Vallige reserves the right to update this section or the Privacy Policy as needed, with significant changes notified to Customers via email or the account dashboard.Continued use of the Platform after such updates constitutes acceptance of the revised terms. Customers acknowledge that Personal Data, including AI Clone inputs and Health Information (per Section 12), may not be protected under HIPAA or other specialized frameworks, and they assume responsibility for its submission and compliance with applicable laws.

17.Intellectual Property Rights

The Platform and all content, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Vallige, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

17.1.License to Use the Platform

Subject to these Terms, Vallige grants Customers a limited, non-exclusive, non- transferable, non-sublicensable license to access and use the Platform and Services for personal, non-commercial purposes, and solely as intended by Vallige. This license does not permit Customers to:

1. Copy, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Platform, except as permitted by these Terms.

2. Use the Platform for any commercial purposes without Vallige’s express written consent.

3. Distribute, sublicense, or otherwise transfer rights to the Platform or any part of it.

17.2.Trademarks

The Vallige name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Vallige or its affiliates or licensors. Customers must not use such marks without the prior written permission of Vallige. All other names, logos, product and service names, designs, and slogans on this Platform are the trademarks of their respective owners.

17.3.Feedback and Suggestions

Customers may choose to or Vallige may invite Customers to submit comments, suggestions, or ideas about the Platform, including how to improve it (for purposes of this Section 17, "Feedback"). By submitting any Feedback, Customers agree that their disclosure is gratuitous, unsolicited, and without restriction and will not place Vallige under any fiduciary or other obligation. Vallige is free to use the Feedback without any additional compensation to the Customer and is under no obligation to keep any Feedback confidential.

17.4.Reservation of Rights

All rights not expressly granted to Customers in these Terms are reserved by Vallige and its licensors.

18.Amendments and Updates to Terms

Vallige reserves the right, at its sole discretion, to amend, modify, add, or remove portions of these Terms at any time to reflect changes in the Platform, Services, applicable laws, or business needs. This includes updates to accommodate new features, tools, services, or information added to the Platform, which shall automatically be subject to the revised Terms.

18.1.Notification and Effective Date

Amended Terms will be posted on the Platform (e.g., at www.vallige.com/tos or within the account dashboard) and become effective immediately upon posting, unless a later effective date is specified in the update.

For material changes—those significantly affecting Customer rights or obligations (e.g., changes to fees, termination rights)—Vallige will provide advance notice via email or a prominent announcement in the account dashboard at least 15 days prior to the effective date, unless immediate changes are required by law or to protect the Platform or its Customers and users.

18.2.Customer Responsibility and Acceptance

It is the Customer’s responsibility to periodically review these Terms for updates. Continued access or use of the Platform after the effective date of any amendments constitutes the Customer’s acceptance of and agreement to be bound by the revised Terms.

If a Customer does not agree to the amended Terms, they must cease using the Platform and terminate their subscription as outlined in Section 5.5 (Cancellations and Refunds) prior to the effective date of the changes.

18.3.Exceptions

Changes required to comply with applicable law, address security threats, or prevent abuse may take effect immediately without prior notice, with notification provided as soon as practicable thereafter via email or the account dashboard.

19.Governing Law and Jurisdiction

19.1.Governing Law

These Terms and any disputes arising out of or related to them or the Platform shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law principles that would result in the application of any other jurisdiction’s laws.

19.2.Jurisdiction and Venue

Customers irrevocably submit to the exclusive personal jurisdiction and venue of the state and federal courts located in San Francisco County, California, for the resolution of any legal action, suit, or proceeding arising out of or relating to these Terms or the use of the Platform. Customers waive any objection to such venue based on inconvenience (forum non conveniens) or any other ground.

19.3.Equitable Relief

Notwithstanding Section 19.2, Vallige may seek injunctive or other equitable relief to protect its intellectual property rights, confidential information, or other interests in any court of competent jurisdiction worldwide, and Customers consent to such jurisdiction and venue for these limited purposes.

19.4.Arbitration

19.4.1.Agreement to Arbitrate

At Vallige’s sole discretion, any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, or the Services—including their formation, validity, enforceability, breach, or termination—may be resolved through binding arbitration instead of litigation in court, except as provided below. Customers agree that, if Vallige elects arbitration, such disputes shall be submitted to final and binding arbitration in accordance with this section.

19.4.2.Rules and Administration

Arbitration shall be conducted in San Francisco County, California, under the Commercial Arbitration Rules of the American Arbitration Association (AAA), as modified by these Terms. The arbitration shall be administered by the AAA, and a single neutral arbitrator shall be selected in accordance with AAA procedures. The arbitrator’s decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

19.4.3.ExceptionsThis arbitration agreement does not apply to: (a) claims for injunctive or equitable relief sought by Vallige under Section 19.3 (Equitable Relief); (b) claims that qualify for small claims court jurisdiction in San Francisco County, California; or (c) disputes where mandatory litigation is required by applicable law. If any portion of this arbitration provision is found unenforceable, the remaining provisions shall remain in effect, and the unenforceable portion shall be severed.

19.4.4.Procedure

Arbitration shall be initiated by written notice from either party to the other, delivered via email (to Vallige at support@vallige.com or to the Customer at their registered email address) or certified mail. The party initiating arbitration must file a demand with the AAA within the applicable statute of limitations. The arbitration shall be conducted in English, and all costs (e.g., filing fees, arbitrator fees) shall be borne by the parties as determined by the arbitrator, except that Vallige will pay the arbitrator’s fees if required by law to ensure enforceability (e.g., under California law).

19.4.5.Class Action Waiver

Customers and Vallige agree that any arbitration shall be conducted on an individual basis only, and not as a class, collective, or representative action. Customers waive any right to participate in a class action lawsuit or arbitration against Vallige related to these Terms or the Services. If this waiver is deemed unenforceable, the entire arbitration provision shall be void.

19.4.6.Confidentiality

The arbitration proceedings and award shall be kept confidential, except as necessary to enforce the award or comply with legal obligations.

19.4.7.Opt-Out

Customers may opt out of this arbitration agreement by providing written notice to Vallige at support@vallige.com within 30 days of first accepting these Terms (e.g., upon account creation or subscription start). The opt-out notice must include the Customer’s full name, account email, and a clear statement of intent to opt out. Opting out does not affect the applicability of Sections 19.1–19.3.

20.Miscellaneous

20.1.Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed from the Terms, and the remaining provisions shall continue in full force and effect to the fullest extent permitted by law. The invalid provision shall be reformed only to the extent necessary to make it enforceable while preserving its original intent.

20.2.Assignment

Vallige may assign, transfer, or delegate any of its rights or obligations under these Terms, in whole or in part, at its sole discretion, including in connection with a merger, acquisition, or sale of assets, without prior notice to Customers, provided such assignment does not materially diminish Customer rights. Customers may not assign, transfer, or delegate any rights or obligations under these Terms without Vallige’s prior written consent, which may be withheld at Vallige’s sole discretion. Any unauthorized assignment by a Customer is void.

20.3.No Waiver

No failure or delay by Vallige in exercising any right, power, or remedy under these Terms shall constitute a waiver of that right, power, or remedy. Any waiver of a provision must be in writing and signed by an authorized Vallige representative to be effective. A waiver of any breach does not waive subsequent breaches.

20.4.Entire Agreement

These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference (e.g., iPad Leasing and Return Policy), constitute the entire agreement between Vallige and the Customer regarding the Platform and Services, superseding all prior or contemporaneous agreements, understandings, or representations, whether written or oral. Any additional terms proposed by a Customer are void unless expressly accepted in writing by Vallige.

20.5.Notices

All notices under these Terms from Vallige to Customers shall be delivered via email to the address provided in the Customer’s account dashboard or through a prominent announcement within the Platform. Notices from Customers to Vallige must be sent to support@vallige.com or Vallige, Inc., 2261 Market Street, Suite 22554, San Francisco, CA 94114 Attn: Legal Department, via certified mail or email with confirmation of receipt. Notices are deemed received upon actual delivery or, if undeliverable, upon reasonable attempts by the sending party.

20.6.Headings

The headings and captions in these Terms are for convenience only and do not affect the interpretation or construction of any provision.

20.7.Survival

Provisions of these Terms that by their nature should survive termination—including, but not limited to, Sections 9 (Third Party Software and Services), 10.3 (License to Vallige and Third-Party Providers), 11.6 (Ownership and Control), 12 (Health Information andHIPAA Disclaimer), 13 (Liability and Risk Acknowledgment), 14.2 (Feedback Requirement), 15.5 (Effects of Termination), and 19 (Governing Law and Jurisdiction)— shall remain in effect after termination or expiration of these Terms.