Terms of Service

1. Agreement and Acceptance

Please read these Terms of Service(“Agreement”) carefully. By clicking “I agree” (including when you click through or accept these Terms on a webpage presented to you as part of enrollment, onboarding, or participation in a Partner Program), installing, accessing,or using the Services (as defined below), you agree to this Agreement. If you do not agree, do not use the Services.

This Agreement is between you and Recora,Inc. (“Recora,” “Company,” “we,” “our,” or “us”). Recora operates certain offerings under the brand “Aviary Health,” which refers to care-related services, program operations, and related communications, and under the brand “Aviary,” which refers to the technology platform,software, workflows, and related digital tools used in connection with such offerings and other services. This Agreement governs your use of, and anyaccess to: (i) our websites (including all subdomains, successors, and contentthereon); (ii) our branded software and mobile applications, including the AviaryHealth App and other Aviary-branded applications (“Apps”); and (iii)any services, education, communications, interviews, questionnaires, content,tools, features, device integrations, or results made available by Recorathrough Aviary Health and/or Aviary (collectively, the“Services”). This Agreement also incorporates posted or referenced additional terms and policies, including the Privacy Policy and HIPAA Notice (as defined below), and any additional terms that apply to specific features or offerings.

Furthermore, your use of the Services is governed by this Agreement regardless of how you access them (Internet, mobile,WAP, etc.). By using the Services, you affirm that you are of legal age to enter into this Agreement and have the legal capacity to do so.

2. Eligibility; Authorized Users; Caregivers

You represent that you are at least 18years old (or the age of majority where you live) and capable of entering intothis Agreement.

If you use the Services on behalf ofanother person (for example, as a caregiver, family member, or other authorizeduser), you represent and warrant that you have all necessary authority andpermissions to (a) accept this Agreement on their behalf (where applicable),and (b) provide information to us and/or to Partner Programs (as defined below)in connection with the Services.

3. No Medical Advice; Not for Emergencies

No content or functionality of the Services constitutes medical advice, diagnosis, or treatment. The Services are provided for informational and educational purposes only. Always seek the advice of a physician or other qualified health provider regarding any medical condition. Do not disregard professional medical advice or delay seeking it because of something you read or access through the Services. Communications through the Services (including from Aviary Healthprogram staff, as described below) are intended to be educational and supportive and are not a substitute for care from your treating clinicians.

NOT FOR EMERGENCIES. The Services are not for emergency use. If you believe you have a medical emergency, call 911 (or your local emergency number)immediately. Do not rely on the Services for emergency medical needs or to communicate time-sensitive medical information.

4. Partner Programs and Clinical Oversight

Aviary Health and Aviary support and enable care experiences offered by third parties,including hospitals, medical groups, clinicians, and other healthcare providers(“Partner Programs”). Aviary provides the technology platform, software,workflows, and related digital tools used in connection with the Services. AviaryHealth may provide non-physician program operations and support services in connection with certain Partner Programs. Neither Recora, Aviary, nor AviaryHealth provides physician services or telehealth visits through the Services unless expressly stated otherwise in separate provider-specific terms. Any clinical services you receive are provided by Partner Programs and/or their licensed professionals and are subject to the Partner Program’s terms, consents,notices, and policies.

Aviary Health Program Staff. In connection with certain Partner Programs, Aviary Health may provide program staff such as exercise physiologists and dietitians (collectively,“Program Staff”) who may communicate with you through the Services and, where applicable, support your participation in a Partner Program by performing program activities consistent with the Partner Program’s protocols and program design. Aviary may provide the technology platform and related tools through which such services are delivered, supported, and documented. Program Staff may, for example, help you implement a Partner Program’s physician-approved plan or prescription by supporting exercise progression, checking or recording vital signs, coaching lifestyle improvements, and documenting program-related information in a Partner Program’s systems (including the electronic health record), as directed or authorized by the Partner Program.
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Partner Program Clinical Responsibility. Partner Programs retain responsibilityfor medical oversight and clinical decision-making, including diagnosis, determination of medical necessity, and medical judgment regarding your care.Program Staff do not replace your treating clinicians. If you have medical questions or concerns, you should contact your Partner Program or your treating clinician.

Partner Program Clinical Responsibility. Partner Programs retain responsibility for medical oversight and clinical decision-making, including diagnosis,determination of medical necessity, and medical judgment regarding your care. Program staff does not replace your treating clinicians. If you have medical questions or concerns, you should contact your Partner Program or your treating clinician.

5. Health Information; HIPAA; Business Associate

Depending on your Partner Program and how you use the Services, the information you provide or that is generated through the Services may include health information, including information that may be protected under the Health Insurance Portability and Accountability Act (“HIPAA”).

• Partner Program Role. Your Partner Program (and/or its licensed professionals) is responsible for its clinical services and for its own HIPAA notices, consents, and privacy practices.
• Recora, Inc. Role as Business Associate. For certain Partner Programs, Recora, Inc., acting through Aviary Health and/or the Aviary platform, may act as a business associate and may receive, create,maintain, or transmit protected health information (“PHI”) on behalf of those Partner Programs in accordance with applicable law and the applicable business associate agreement(s). Recora, Inc.’s workforce members and contractors(including Program Staff) may access and use PHI only as permitted to perform services on behalf of the applicable Partner Program and in accordance with applicable agreements and law..
• Aviary Health HIPAA Notice. Where applicable,handling of PHI in connection with the Services is also described in AviaryHealth’s HIPAA Notice of Privacy Practices (the “HIPAA Notice”), as posted through the Services or on our website.

If there is a conflict between this Agreement and the HIPAA Notice regarding PHI, the HIPAA Notice will control for PHI.

6. Products;Devices; Integrations

The Services may reference or make available third-party, Aviary-branded, or Aviary Health-branded goods(“Products”), including devices and integrations (e.g., wearables, blood pressure cuffs, pulse oximeters, or third-party health platforms). We do not endorse third-party Products. Information provided about Products is subject to change without notice, and you are responsible for compliance with all local,state, and federal laws regarding their use.

If the Services connect with third-party devices or platforms, you acknowledge that data may be inaccurate, delayed, unavailable, or incomplete, and Recora, Inc. does not guarantee the accuracy or availability of third-party data. You are responsible for maintaining compatible devices, internet access, and any required accounts.

Connected devices, integrations, and data feeds are provided for convenience only. Data transmitted through the Services may be delayed, inaccurate, incomplete, or unavailable, and is not monitored continuously or in real time unless expressly stated otherwise in separate written program materials. Do not rely on device data or the Services for emergency, urgent, or time-sensitive medical decisions.

7. Changes to the Services

We may modify, suspend, or discontinue any part of the Services (including features, content, availability, or supported devices) at any time. We are not liable for any modification,suspension, or discontinuation, except as required by law.

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8. Changes to the Agreement

We may update this Agreement at any time. For material changes, we will notify you by posting the revised Agreement and/or by other reasonable means. Material changes will take effect 30 days after such notice unless you accept sooner; minor changes take effect immediately. Continued use of the Services after changes constitutes acceptance. If you do not accept material changes, you should discontinue use of the Services.

9. Privacy

Information you submit is subject to the Privacy Policy and any additional policies specific to the Services, including the HIPAA Notice where applicable. Depending on where you live and the context in which your information is processed, you may have certain privacy rights under applicable law. For more information or to exercise your rights, refer to the Privacy Policy or contact privacy@aviaryhealth.com.
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Personal information may be used for research or analytics in a de-identified manner, where permitted by law. Notice of material changes to the Privacy Policy will be provided.

10. Security

We take reasonable measures intended to protect the Services and information processed through them. However, no method of transmission or storage is 100% secure, and we cannot guarantee absolute security. You are responsible for protecting your devices, credentials, and access to your account.

11. AI and Automated Processing

Some features may use automated processing, including AI, to support administrative, operational, or user-experience functionality (for example, summarizing information you provide or improving navigation). AI outputs may be inaccurate, incomplete, or unavailable; are not medical advice; and are not intended to be the sole basis for clinical, medical, or treatment decisions. Where required by law, you may request a human review of certain decisions.

12. Care Team Contact

If you need help using the Services or need reasonable accommodations to access the Services, contact careteam@aviaryhealth.com.

13. Electronic Signatures; Consent to Do Business Electronically

You agree that your affirmative act of clicking “I agree,” “Accept,” “Continue,” “Submit,” or similar buttons or checkboxes (including when completing enrollment or click-through acceptance on a webpage) constitutes your electronic signature and acceptance of this Agreement. You consent to the use of electronic records and signatures in connection with your relationship with Recora, Inc. and your use of the Services, and you agree that this Agreement and related notices and records may be provided to you electronically.

14. Jurisdictional Issues

The Services are operated from the United States and may not be available or appropriate outside the U.S. Users are responsible for compliance with local law. See the Privacy Policy for country-specific rights.

15. Rules of Conduct

You agree not to use the Services in any unlawful, abusive, or prohibited manner, including for scraping, hacking, probing, scanning, or collecting user data without authorization. You may not reverse engineer, copy, frame, or otherwise exploit content or code except as expressly permitted. Prohibited conduct includes infringing intellectual property rights, uploading harmful software, interfering with the Services’ operation, or attempting to gain unauthorized access to accounts, systems, or networks.
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We may (but are not obligated to) monitor activity to maintain and improve the Services, address fraud, security, or technical issues, and enforce this Agreement. We may investigate violations and may suspend or terminate access as described below.

16. Registration; Security

Registering may require you to provide information and create account credentials. You agree to provide accurate information and keep it current. You are responsible for safeguarding your credentials and for all activity that occurs under your account. You must notify us immediately of any breach of security or unauthorized use by contacting hello@aviaryhealth.com.

17. Electronic Communications (Email, Text, Push Notifications)

By using the Services, you consent to receive communications from us electronically (e.g., email, in-app messages, and push notifications) related to your account, the Services, security, and administrative matters.
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If you provide a phone number, you consent to receive calls and text messages related to authentication, service updates, program reminders, and support communications. Message and data rates may apply. Your consent to receive operational texts is not a condition of purchase. You may opt out of non-essential texts by following the instructions in the message; opting out of certain operational texts may affect your ability to use the Services.

18. Transactions

Any fees payable by you, if any, for Services or Products are as set forth or as otherwise published by us or the applicable Partner Program, and you agree to pay such fees as described. Transactions may require credit/debit card information; you confirm you are authorized to use the payment method provided. Taxes, if applicable, are your responsibility.

19. User Content

You may submit content to the Services (such as messages, responses to questionnaires, photos, files, or other information) (“User Content”). You retain ownership of your User Content. You grant Recora, Inc. a non-exclusive, worldwide, royalty-free license to host, store, process, transmit, display, and use User Content as necessary to provide, maintain, secure, and improve the Services, to comply with law, and to enforce this Agreement.
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You represent that you have the rights needed to submit User Content and that your User Content does not violate law or the rights of others.

20. Feedback

If you submit feedback or ideas to Recora or Aviary, you grant us an unrestricted right to use and disclose such feedback in any manner, without compensation.

21. Proprietary Rights

The Services and all intellectual property therein are owned by Recora, Inc. or its licensors. No right, title, or interest in any Service, App, or content is transferred to you except a limited, revocable, non-exclusive, non-transferable license for personal, non-commercial use, subject to this Agreement. You may not use our trademarks, logos, or brand features without our prior written permission.

22. Third-Party Content

Services may contain links to or content from third parties (including Partner Programs). Such materials are not under our control and are not endorsed by us. Use of third-party sites, services, or materials is at your own risk and subject to third-party terms.

23. Copyright Complaints

If you believe that content made available through the Services infringes your copyright, please contact us at compliance@aviaryhealth.com with the subject line “Copyright Complaint” and provide information reasonably sufficient for us to review the issue, including: (a) identification of the copyrighted work you believe has been infringed; (b) identification of the material you believe is infringing and information reasonably sufficient to help us locate it; (c) your name and contact information; and (d) a brief explanation of the basis for your claim.
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We may review such notices and take any action we deem appropriate under the circumstances, including requesting additional information, removing or disabling access to the identified material, or contacting the person or entity that posted or provided the material.

24. Disclaimer of Warranties

SERVICES, PRODUCTS, DEVICE DATA, INTEGRATIONS, AND THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, RECORA, INC. AND ITS AFFILIATES DISCLAIM ALL IMPLIED OR EXPRESS WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS, ACCURACY, RELIABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

25. Limitation of Liability

TO THE EXTENT ALLOWED BY APPLICABLE LAW, RECORA, INC. AND ITS AFFILIATED ENTITIES SHALL NOT BE LIABLE FOR INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR OTHER INTANGIBLES, EVEN IF ADVISED OF THE POSSIBILITY. IF LIABILITY IS FOUND, YOUR SOLE REMEDY IS TO STOP USING THE SERVICES, AND THE MAXIMUM LIABILITY TO YOU IS $100 OR THE AMOUNT PAID FOR THE SERVICES (WHICHEVER IS GREATER).
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Some jurisdictions do not allow the exclusion or limitation of certain damages, so these limitations may not apply to you, and you may have additional rights.

26. Indemnity

You agree to defend, indemnify, and hold harmless Recora, Inc. and its affiliates, and their respective officers, directors, employees, contractors, agents, and licensors from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to your use of the Services, your User Content, or your violation of this Agreement.

27. Termination

We may suspend, limit, or terminate your access to all or part of the Services at any time, with or without notice, including for violation of this Agreement, to protect the Services or other users, to address suspected fraud, abuse, or security issues, to comply with law or Partner Program requirements, or if your participation in a Partner Program ends or is suspended.

28. Informal Dispute Resolution (Required First)

Before starting arbitration or filing a claim, you and Recora, Inc. agree to first attempt to resolve disputes informally in good faith. You must send a written notice of your claim to hello@aviaryhealth.com and include: your name, the email address associated with your account (if any), a description of the dispute, and the relief you seek. We will attempt to resolve the dispute informally within a reasonable period.

29. Arbitration Agreement; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.

29.1 Agreement to Arbitrate

Except as set forth in Section 29.3 (Small Claims) and Section 29.4 (Injunctive Relief for IP), you and Recora, Inc. agree that any dispute, claim, or controversy arising out of or relating to the Services or this Agreement (including its formation, breach, termination, enforcement, interpretation, or validity) will be resolved by binding individual arbitration.

29.2 Arbitration Administrator and Rules

Arbitration will be administered by AAA (American Arbitration Association) or JAMS, at the election of the party initiating arbitration, and will proceed under the administrator’s applicable rules for consumer disputes, as modified by this Agreement. If AAA or JAMS is unavailable, the parties will agree to a substitute administrator.
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The arbitrator will have the authority to resolve all disputes, including questions about arbitrability, except that a court (not an arbitrator) will decide the enforceability of the Class Action Waiver in Section 29.5.

29.3 Small Claims Court

Either party may bring an individual action in small claims court instead of arbitration, so long as the action remains in small claims court and proceeds only on an individual basis.

29.4 Injunctive Relief for Intellectual Property

Nothing in this Agreement prevents either party from seeking injunctive or other equitable relief in a court of competent jurisdiction to prevent (or enjoin) the infringement or misappropriation of that party’s intellectual property rights.

29.5 Class Action Waiver

To the fullest extent permitted by law, you and Recora, Inc. agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.

29.6 Opt-Out Right

You may opt out of this Arbitration Agreement by sending an email to hello@aviaryhealth.com with the subject line “Arbitration Opt-Out” within 30 days of the first time you accept this Agreement (or within 30 days of the effective date of a material update adding arbitration, if applicable). Your opt-out notice must include your full name and the email address associated with your account (if any), and a clear statement that you want to opt out of arbitration.

Opting out of arbitration will not affect any other terms of this Agreement.

29.7 No Jury Trial

If you do not opt out, you acknowledge and agree that you and Recora, Inc. are each waiving the right to a jury trial or to participate in a class action.

29.8 Severability

If any portion of this Section 29 is found unenforceable, the unenforceable portion will be severed, and the remainder will be enforced to the fullest extent permitted by law. If the Class Action Waiver is found unenforceable, then Section 29 will be null and void only as to the class or representative aspect, and the remaining claims will proceed as permitted by law.

30. Governing Law; Venue for Non-Arbitrable Matters

This Agreement is governed by New York law (without regard to conflicts of law principles). For disputes that are not subject to arbitration (including actions in small claims court and actions for injunctive relief as described above), you consent to jurisdiction in the federal and state courts in New York, NY, USA, unless prohibited by applicable law.

31. Notice for California Residents

Under California Civil Code Section 1789.3, you are entitled to contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs. You may also contact us at hello@aviaryhealth.com.

32. Filtering; Information or Complaints; Care Team Contact

Parental controls may be available via third parties for online protection of minors. Information or complaints may be sent to hello@aviaryhealth.com or careteam@aviaryhealth.com.

33. Export Controls

You must comply with U.S. export control laws and may not use the Services if you are located or ordinarily reside in a restricted country or are on a restricted list.

34. Force Majeure

Recora, Inc. will not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, power or internet outages, labor disputes, war, terrorism, civil disturbances, epidemics/pandemics, governmental actions, or failures of third-party systems or networks.

35. Miscellaneous

This Agreement does not create any partnership, employment, franchise, agency, fiduciary, or provider-patient relationship between you and Recora, Inc. If any part is unenforceable, the remainder stays effective. Recora, Inc. may assign this Agreement, in whole or in part, at any time, including in connection with a merger, acquisition, corporate reorganization, or sale of assets; you may not assign this Agreement without our prior written consent.
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Headings are for reference only. This Agreement, along with policies it incorporates, is the entire agreement between you and Recora regarding its subject and supersedes earlier agreements.

36. App Store Terms (Apple)

If you use any iOS App, Apple is not a party to this Agreement. Apple is not responsible for support, liability, claims, or maintenance terms for any App. Apple and its subsidiaries are third-party beneficiaries but will not have obligations beyond what is expressly set out herein.

37. App Store Terms (Google Play)

If you download an App from Google Play, Google is not a party to this Agreement and is not responsible for the Services or support obligations. Your use of Google Play is subject to Google’s applicable terms and policies. To the extent this Agreement conflicts with Google Play’s terms regarding your use of Google Play, Google Play’s terms will govern solely with respect to the Google Play relationship.