Health Exam

Health Exam Terms of Use

Effective Date: August 5, 2026

These Terms of Use ("Terms") govern your access to and use of the websites, mobile applications, APIs, software, and other resources provided by Health Exam Inc., a Delaware corporation, and its affiliates (collectively "Health Exam," "Company," "we," "us," and "our"), including the personalized information and services made available through them, such as AI-assisted health information, clinical reference content, clinical decision support tools, applications, email communications, educational materials, and research opportunities (collectively, the "Services").

You will always be able to view the most current version of these Terms by clicking the Terms link in the footer of any Health Exam property. These Terms do not apply to properties or services that display a link to different terms of use.

If we expand Health Exam Inc. through the acquisition of another company or its properties, that company may operate its properties subject to its own terms of use, accessible via a link on those properties, until we integrate its practices with ours, at which point a link to these Terms will be displayed.

If you do not agree with any part of these Terms, please discontinue using the Site and the Services immediately.

1. Definitions

  1. "Site" — Health Exam's websites, including all associated webpages, content, and features, accessible at https://www.healthexam.com and https://www.healthexam.ai, together with our mobile applications.

  2. "Health Exam," "we," "us," or "our" — Health Exam Inc., including its officers, directors, employees, contractors, and affiliates.

  3. "You" or "User" — any individual or entity that accesses, browses, or uses the Site or the Services.

  4. "Services" — all services provided by Health Exam, including consumer health information tools, Aya AI, clinical decision support tools, medical content, educational resources, personalized health information, and any other tools or features described on the Site.

  5. "Aya AI" — the artificial-intelligence assistant made available through Health Exam, including the public consumer assistant and the professional clinical decision support assistant available to eligible healthcare professionals.

  6. "Consumer Services" — Services intended for members of the general public.

  7. "Professional Services" — Services intended only for licensed healthcare professionals and authorized trainees, including professional Aya AI features.

  8. "Health Exam Content" — all text, graphics, images, audio, video, data, summaries, citations, software, interfaces, and other materials made available through the Services, including AI-generated output.

  9. "User Content" — content you submit through the Services, including prompts, questions, text, images, documents, files, recordings, and data.

  10. "Registration Information" — the information you provide when creating or maintaining an account.

  11. "Privacy Policy" — the document describing how we collect, use, disclose, and safeguard information, available at /policies/privacy.

  12. "Protected Health Information" or "PHI" — individually identifiable health information as defined under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations ("HIPAA").

2. Acceptance of Terms

By accessing or using the Site or the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and the Privacy Policy, and that you have the legal capacity and authority to do so. If you are accepting these Terms on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to both you and that organization.

Your continued use of the Services after any change to these Terms constitutes acceptance of the revised Terms.

3. Description of Services

Health Exam provides AI-assisted health information tools for consumers and for healthcare professionals. The Services may include search and question-answering, summaries of published medical literature and guidelines, symptom education, documentation assistance, drug information, patient education materials, and workflow support.

Consumer Services

Consumer Services, including the public Aya AI assistant, provide educational information regarding symptoms, wellness, prevention, and general health topics. Consumer Services are informational only and are not medical advice, diagnosis, or treatment.

Consumer conversations with Aya AI are not stored as a persistent conversation history by default, are transmitted over encrypted connections, and are handled as described in the Privacy Policy.

Professional Services

Professional Aya AI features are available exclusively to licensed healthcare professionals and authorized trainees under supervision, and are designed to support clinical reasoning through:

  • Evidence summaries and literature citations
  • Differential diagnosis assistance
  • Clinical guideline summaries
  • Documentation assistance
  • Drug and interaction information
  • Patient education materials
  • Clinical workflow support

Professional Services supplement — but never replace — independent professional judgment.

Certain Services may include sponsored programs, advertising, or promotional content. Where content is sponsored, we will identify it as such. Sponsors do not control clinical or editorial output, and the presence of sponsored content is not an endorsement of any product or service.

4. Changes to Terms

We may modify these Terms at any time. When we do, we will update the Effective Date above and, where the changes are material, provide additional notice through the Services. It is your responsibility to review these Terms periodically. If you do not agree to a change, you must stop using the Services.

5. Eligibility

Consumer Users

Consumer Services are intended only for individuals who are at least eighteen (18) years of age, or the age of majority where they reside. Health Exam is not intended for use by minors, and we do not knowingly collect information from children.

Professional Users

Professional Services may only be used by appropriately licensed healthcare professionals, or by trainees acting under qualified supervision. You represent that any professional credentials, licenses, specialties, or affiliations you provide are accurate and current, and you agree to update them promptly if they change.

We reserve the right to verify professional credentials at any time, including through third-party verification providers, and to suspend or terminate access if credentials cannot be verified.

Geographic Restrictions

The Services are operated from the United States. We make no representation that the Services are appropriate or available in other jurisdictions. If you access the Services from outside the United States, you do so at your own initiative and are responsible for compliance with local law.

6. Account Registration

When an Account Is Required

You may use certain Consumer Services, including a limited number of daily conversations with Aya AI, without registering. You must register an account with Health Exam Inc. to access the full Services, including saved preferences, higher usage limits, and any Professional Services.

Registration Information

Registration requires you to provide information specified in the registration form, which may include your name, email address, mobile number, country or state of practice, profession, specialty, credentials, National Provider Identifier or equivalent, and organization ("Registration Information"), together with credentials — a password, one-time passcode, passkey, or third-party identity provider — that will be associated with your account.

You agree that your Registration Information is true, accurate, current, and complete, and that you will promptly update it as necessary so that it continues to be true, accurate, current, and complete. We may attempt to verify the accuracy of the Registration Information you provide, including through third-party data and credential-verification providers, licensing boards, and public registries, and may update or correct it as necessary. We may refuse registration, reclaim usernames, require re-verification, or suspend or terminate an account where Registration Information appears inaccurate, incomplete, outdated, duplicative, or fraudulent.

Professional Verification

If you register for Professional Services, you represent and warrant that you are a licensed healthcare professional in good standing, or a trainee acting under qualified supervision, and that you are not excluded, debarred, or otherwise ineligible to participate in any federal or state healthcare program. You authorize us and our verification providers to confirm your identity, licensure, and professional standing. Access to Professional Services may be withheld, limited, or revoked at any time if verification cannot be completed or if your licensure status changes.

One Account Per Person

Accounts are personal to you. You may maintain only one account unless we expressly authorize otherwise, and you may not create an account on behalf of another person, using another person's identity or credentials, or using automated means. You may not share, sell, rent, lease, sublicense, or transfer your account or credentials, and you may not permit another person to use your credentials to access the Services. Where an organization purchases access for its workforce, each authorized individual must maintain a separate account, and the organization is responsible for provisioning and promptly de-provisioning access for its personnel.

Account Security

You are solely responsible for maintaining the confidentiality and security of your account credentials, one-time codes, passkeys, session tokens, and API keys, and for all activity that occurs under your account, whether or not authorized by you. You agree to use reasonable security practices, including a unique strong password, enabling multi-factor authentication where offered, keeping your devices secured and up to date, and signing out of shared or public devices.

If you believe the security of your account or credentials has been compromised, you must immediately change your credentials through your account settings and notify us at security@healthexam.ai or legal@healthexam.ai, and we will assist you, including by terminating active sessions across devices. We shall have no liability for any unauthorized access to or use of your account or Registration Information, except to the extent required by applicable law.

Delegated and Third-Party Authentication

Authentication for the Services may be delegated to our authentication application or to third-party identity providers (for example, Google or Apple), including single sign-on arrangements offered through your organization. Your use of those providers is also governed by their terms and privacy policies, and we are not responsible for their availability, security practices, or acts or omissions. If your access through an identity provider or your organization is revoked, your access to the Services may end without notice.

Inactivity, Deletion, and Closure

We may deactivate or delete accounts after extended periods of inactivity, and may close accounts at your request. You may request deletion of your account as described in the Privacy Policy. Deletion of your account does not obligate us to delete de-identified or aggregated data, records we are required to retain by law, or backup copies retained in the ordinary course of business for the periods described in the Privacy Policy.

Communications

By registering, you agree that we may send you service-related communications, including verification codes, security alerts, and notices regarding these Terms, and that these communications are a necessary part of the Services and are not marketing. Marketing communications are subject to the choices described in the Privacy Policy.

7. Use of the Services

Subject to your compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services and to view Health Exam Content for your own personal use or, for professional users, your own internal clinical and professional use.

You may view information provided through the Services online, download individual items to your device for later reading, and print a copy for yourself. You may not remove any copyright, trademark, or attribution notices from our materials. You agree not to access the Services by any means other than the interfaces we provide.

Prohibited Conduct

You agree that you will not, and will not permit any third party to:

  1. Violate any applicable law, regulation, or professional obligation;
  2. Access or attempt to access any account, system, network, or data without authorization, or probe, scan, or test the vulnerability of the Services;
  3. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, models, weights, or underlying structure of the Services;
  4. Use the Services, or any output of the Services, to train, fine-tune, evaluate, benchmark, or develop any competing artificial intelligence model, dataset, or service;
  5. Use automated means — including scraping, crawling, spidering, robots, data-mining tools, or search-indexing software — to access, aggregate, or extract Health Exam Content;
  6. Copy, reproduce, resell, sublicense, distribute, publicly display, or post Health Exam Content for commercial purposes or on public boards, websites, or repositories;
  7. Circumvent, disable, or interfere with security, rate-limiting, usage-limit, or authentication features, including daily conversation limits;
  8. Upload or transmit viruses, malware, or any code designed to interrupt, destroy, or limit the functionality of software or hardware, or otherwise disrupt normal operation of the Services;
  9. Impersonate any person or entity, or misrepresent your identity, credentials, affiliation, or licensure;
  10. Use the Services to provide medical advice to third parties in a manner inconsistent with applicable law or the standard of care;
  11. Use the Services to develop or deliver a substantially similar or competing offering, or to conduct competitive analysis for that purpose;
  12. Remove, obscure, or alter any notice of proprietary rights; or
  13. Encourage or enable any third party to do any of the foregoing.

Our Rights and Monitoring

We may (but are not obligated to) do any or all of the following, at any time and without notice:

  1. Record, log, pre-screen, or review User Content and prompts submitted through the Services, including for safety, quality, abuse-prevention, and model-evaluation purposes;
  2. Investigate your use of the Services as we deem appropriate to comply with any applicable law, regulation, government request, or legal process;
  3. Remove, refuse, or restrict User Content that we believe does not comply with these Terms;
  4. Rate-limit, throttle, suspend, or terminate your access upon our determination that you have violated these Terms or that your use presents a security, legal, or clinical-safety risk;
  5. Edit, update, re-rank, or withdraw Health Exam Content, including AI models, prompts, guardrails, and citations; and
  6. Collect, use, transfer, and disclose non-personal information, de-identified data, and aggregate usage data for any lawful purpose, including commercial purposes, as described in the Privacy Policy.

We may electronically monitor compliance with these Terms and audit your use of the Services, and may disable or suspend access without notice in the event of suspicious, abusive, or potentially threatening behavior. You agree to comply with all applicable laws, including U.S. export control and sanctions laws, in connection with your use of the Services.

Compliance with Professional Obligations

Notwithstanding anything stated in these Terms, you may be subject to obligations and responsibilities associated with the jurisdiction in which you practice medicine or another health profession, and with your employer's or institution's policies. We make no representation or warranty as to the legal or regulatory compliance of the Services or Health Exam Content in your jurisdiction, and you are solely responsible for your compliance with the laws and professional standards applicable to you. We reserve the right, at any time in our sole discretion, to limit the availability and accessibility of the Services and Health Exam Content to any person, geographic area, or jurisdiction.

You agree that you will not use the Services with the intention of creating a physician-patient relationship with any user of the Services, or to diagnose or treat users of the Services. You are solely responsible for evaluating information obtained from the Services and for your use or misuse of that information in connection with treatment decisions or otherwise.

If you are a consumer who chooses to access professional-level information made available through the Services, you should not rely on that information as professional medical advice or use the Services as a replacement for a relationship with your physician or other qualified healthcare professional. For medical concerns, including decisions about medications and other treatments, consumers should always consult their physician or, in serious cases, seek immediate assistance from emergency medical personnel.

8. Information That You Make Available Through the Services

Certain Services allow you to submit User Content. User Content does not include Registration Information.

License You Grant to Us

When you submit User Content through the Services, you grant us a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable license to host, store, transmit, copy, display, index, excerpt, modify, adapt, and create derivative works from that User Content, and to otherwise use it to operate, secure, evaluate, and improve the Services, in each case consistent with the Privacy Policy and any applicable Business Associate Agreement.

You are solely responsible for all User Content you submit. You represent and warrant that you either own the User Content or hold all rights, licenses, consents, and releases necessary to grant the rights described above.

You are solely responsible for ensuring that your User Content complies with applicable law — including privacy laws — and with best clinical and ethical practice.

Before submitting User Content, we strongly recommend that you remove any information that identifies an individual or could reasonably enable identification, such as names, email addresses, telephone numbers, government identification numbers, insurance numbers, biometric identifiers, facial photographs, and photographs of identifying marks such as tattoos or scars.

If you submit PHI or other identifying information, you confirm that you have obtained all consents and authorizations required by HIPAA and other applicable privacy laws from the individual, your employer, or other relevant parties. You are solely responsible for any claim arising from your failure to de-identify User Content or to obtain appropriate authorization and consent.

Content Restrictions

You agree not to submit User Content that:

  1. You do not have the right to make available under any contractual or fiduciary obligation or law;
  2. Infringes, misappropriates, or violates any patent, copyright, trademark, trade secret, moral right, or right of publicity or privacy;
  3. Results in a violation of applicable law or regulation, including HIPAA or other privacy laws;
  4. Is unlawful, harmful, obscene, defamatory, threatening, harassing, abusive, or offensive to any person or entity;
  5. Promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group;
  6. Promotes illegal activity;
  7. Is fraudulent, false, misleading, or deceptive;
  8. Constitutes advertising or solicitation of business; or
  9. Contains viruses or other harmful computer code.

We may, but are not obligated to, review, screen, refuse, or remove User Content at our discretion.

Model Improvement

Conversations with Aya AI may be reviewed by authorized personnel or automated systems and used to evaluate and improve the safety, accuracy, and quality of our AI models, as described in the Privacy Policy. Where a Business Associate Agreement applies, that agreement governs any use of PHI.

9. No Medical Advice

Health Exam does not provide medical advice, diagnosis, or treatment. The Services provide information for educational and decision-support purposes only.

Aya AI does not practice medicine, does not establish a physician-patient relationship, and is not a substitute for consultation with a qualified healthcare professional. No content available through the Services should be construed as a recommendation for any specific test, product, procedure, opinion, or course of treatment.

Always seek the advice of a qualified healthcare professional regarding any medical concern, and never disregard or delay seeking professional advice because of something you have read or received through the Services.

If you believe you are experiencing a medical emergency, call your local emergency services immediately.

10. Clinical Decision Support

Professional Services are intended solely as clinical decision support. Healthcare professionals remain solely and independently responsible for:

  • Diagnoses and clinical conclusions
  • Treatment decisions and plans of care
  • Medication selection, dosing, and prescribing
  • Ordering, reviewing, and interpreting laboratory and imaging results
  • Verifying every clinical recommendation, citation, dose, and contraindication against primary sources
  • Documentation accuracy and completeness
  • Compliance with applicable law, payer requirements, institutional policy, and professional standards of care

Nothing in the Services replaces the exercise of independent professional judgment or the clinician's duty to the patient.

11. Artificial Intelligence Limitations

The Services use large language models and other AI systems. You acknowledge that:

  1. AI-generated responses may be incomplete, inaccurate, biased, outdated, or otherwise unsuitable for a particular situation;
  2. AI systems can produce fabricated statements, references, or citations that appear authoritative;
  3. Outputs are probabilistic and may differ between sessions for the same input;
  4. Underlying source material may not reflect the most recent evidence, labeling, or guidelines; and
  5. Outputs are not tailored to any individual's complete clinical picture unless you supply that context, and even then remain non-authoritative.

You must independently verify all AI-generated content before relying on it. Health Exam makes no guarantee that any output is complete, accurate, current, or appropriate for any specific situation.

12. Protected Health Information and HIPAA

You are responsible for complying with HIPAA and all other applicable privacy and security laws in connection with your use of the Services. Where possible, you should avoid entering unnecessary personally identifiable information or PHI into prompts.

Health Exam is not a covered entity with respect to Consumer Services, and unless a Business Associate Agreement is in place, we do not act as your business associate. Organizations that use the Services in a manner involving PHI must execute our Business Associate Agreement, and that agreement governs the permitted uses and disclosures of PHI.

13. Privacy Policy

Your use of the Services is subject to the Health Exam Privacy Policy, which is incorporated into these Terms by reference. The Privacy Policy describes the information we collect, how we use and disclose it, our retention practices, and the choices available to you.

View the Privacy Policy

14. Data Security and Breach Notification

We maintain administrative, technical, and physical safeguards designed to protect information processed through the Services, including encryption of data in transit and at rest. No method of transmission or storage is completely secure, and we cannot guarantee absolute security.

In the event of a breach of unsecured personal information or PHI, we will provide notification as required by applicable law and by any applicable Business Associate Agreement. You agree to notify us promptly at legal@healthexam.ai of any suspected security incident involving your account or credentials.

15. Proprietary Rights

The Services, Health Exam Content, and all software used in connection with the Services contain proprietary and confidential information protected by copyright, trademark, patent, trade secret, and other intellectual property laws. "Health Exam," "Aya," associated logos, and other marks are trademarks of Health Exam Inc.

Except as expressly permitted by applicable law or authorized by us or the applicable licensor, you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, publicly perform, create derivative works from, or scrape the Services, Health Exam Content, or software, in whole or in part. Any use not expressly permitted by these Terms is a breach of these Terms and may violate our or a third party's rights.

We reserve all rights not expressly granted. Feedback, suggestions, and ideas you provide about the Services may be used by us without restriction or compensation.

16. Third-Party Content, Links, and Dealings

The Services may reference or link to third-party websites, publications, guidelines, products, or services. We do not control and are not responsible for third-party content, availability, accuracy, or practices, and inclusion does not imply endorsement.

Your dealings with third parties found through the Services — including payment, delivery, warranties, and any other terms — are solely between you and that third party. We are not responsible for any loss or damage arising from those dealings.

Third-party materials made available through the Services may be subject to the terms and licenses of their respective owners.

17. Service Availability and Usage Limits

The Services may be modified, updated, suspended, limited, or discontinued at any time, in whole or in part, with or without notice. We do not guarantee uninterrupted or error-free availability.

We may impose usage limits, including limits on the number of conversations, messages, or requests within a period, and may change those limits at any time. Attempting to evade usage limits is a breach of these Terms.

18. Fees and Paid Services

Certain Services may be offered for a fee. Where fees apply, the applicable pricing, billing period, renewal, and cancellation terms will be presented at the point of purchase and form part of these Terms. Unless required by law or expressly stated otherwise, fees are non-refundable. You are responsible for all applicable taxes.

19. Notice and Take-Down Procedures; Copyright Agent

We respect intellectual property rights and expect users to do the same. If you believe content available through the Services infringes your copyright, send a written notice to our copyright agent containing:

  1. A physical or electronic signature of the copyright owner or a person authorized to act on their behalf;
  2. Identification of the copyrighted work claimed to have been infringed;
  3. Identification of the material claimed to be infringing and information reasonably sufficient to locate it;
  4. Your contact information, including address, telephone number, and email address;
  5. A statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; and
  6. A statement that the information in the notice is accurate and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Copyright Agent, Health Exam Inc. — Email: legal@healthexam.ai

We may remove or disable access to allegedly infringing material and may terminate the accounts of repeat infringers. If you believe your content was removed in error, you may submit a counter-notice with equivalent information.

20. Disclaimer of Warranties

THE SERVICES AND ALL HEALTH EXAM CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HEALTH EXAM INC. AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, CURRENCY, RELIABILITY, QUIET ENJOYMENT, AND AVAILABILITY.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY OUTPUT WILL BE CLINICALLY APPROPRIATE FOR ANY PATIENT OR SITUATION.

YOU ACKNOWLEDGE THAT NO REPRESENTATIONS HAVE BEEN MADE RESPECTING THE HEALTH EXAM CONTENT, AND THAT THE HEALTH EXAM CONTENT, YOUR PROMPTS, AND ANY OTHER COMMUNICATIONS PROVIDED TO US DURING YOUR USE OF THE SERVICES ARE TRANSMITTED OVER A MEDIUM THAT IS BEYOND OUR CONTROL AND JURISDICTION AND MAY BE SUBJECT TO INTERRUPTIONS, DELAYS, LATENCY, TRUNCATION, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. WE ARE NOT RESPONSIBLE AND ASSUME NO LIABILITY FOR ANY DELAY, DELIVERY FAILURE, CORRUPTION OR LOSS OF DATA, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS, OR FOR ANY TECHNICAL MALFUNCTION, INABILITY TO ACCESS THE SERVICES, OR OTHER PROBLEM RELATED TO OR ARISING FROM ANY THIRD-PARTY HARDWARE, SOFTWARE, WEBSITE, APPLICATION, MODEL PROVIDER, OR OTHER PLATFORM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THOSE JURISDICTIONS, OUR WARRANTIES ARE LIMITED TO THE MINIMUM SCOPE AND DURATION PERMITTED BY APPLICABLE LAW.

21. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HEALTH EXAM INC. AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, LICENSORS, AND SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, PERSONAL INJURY, OR CLAIMS ARISING FROM CLINICAL DECISIONS, IN EACH CASE ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS SHALL NOT EXCEED THE GREATER OF:

  • US $100; or
  • The fees you paid to us during the twelve (12) months preceding the event giving rise to the claim.

THE LIMITATIONS OF LIABILITY AND THE TYPES OF CLAIMS LIMITED AND DISCLAIMED IN THESE TERMS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND ARE INTENDED BY THE PARTIES TO APPLY REGARDLESS OF THE FORM OF THE CLAIM OR ACTION (WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT, STATUTE, OR OTHERWISE) AND REGARDLESS OF WHETHER ANY LIMITED REMEDY PROVIDED FOR IN THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY IS A MATERIAL PART OF THE CONSIDERATION EXCHANGED FOR THE RIGHTS GRANTED UNDER THESE TERMS AND A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN US.

Neither we nor our licensors, suppliers, or any third parties mentioned within the Services are liable for any personal injury, including death, caused by your use or misuse of the Services or of any information provided through the Services, or by any clinical decision made or omitted in reliance on the Services.

Some jurisdictions do not allow certain exclusions or limitations, so some of the above may not apply to you. In such jurisdictions, our liability is limited to the smallest extent permitted by law.

22. Indemnification

You agree to defend, indemnify, and hold harmless Health Exam Inc. and its officers, directors, employees, contractors, licensors, and affiliates from and against any claim, demand, loss, liability, damage, cost, or expense (including reasonable attorneys' fees) arising out of or related to:

  1. Your use of or reliance on the Services or any output;
  2. Your User Content, including any failure to de-identify or to obtain required consents;
  3. Your violation of these Terms or any applicable law, regulation, or professional obligation;
  4. Any clinical decision, diagnosis, or treatment you make or recommend; or
  5. Your infringement or misappropriation of any third-party right.

23. Suspension and Termination

You agree that we may, under certain circumstances and without prior notice, discontinue — temporarily or permanently — the Services or any part of them, deactivate or delete your account, and remove any User Content you have made available through the Services, for any of the following reasons (which are not intended to be exclusive):

  1. Breaches or violations of these Terms or of any other incorporated agreement, policy, or guideline;
  2. Requests by law enforcement, regulators, or other government agencies, or as otherwise required by law or legal process;
  3. A request by you;
  4. Discontinuance of, or material modification to, the Services or any part of them;
  5. Technical, security, or clinical-safety issues or problems;
  6. Extended periods of account inactivity;
  7. Inability to verify your identity, licensure, or professional credentials;
  8. Non-payment of applicable fees; or
  9. Your engagement in fraudulent, abusive, or illegal activity, or in conduct that presents a risk of harm to patients, other users, or the Services.

You agree that all terminations for cause shall be made at our sole discretion, and that we shall not be liable to you or to any third party for any termination of your account or of your access to the Services.

You may stop using the Services at any time. Upon termination, the licenses granted to you end immediately, and Sections addressing User Content licenses, proprietary rights, disclaimers, limitation of liability, indemnification, governing law, and dispute resolution survive.

24. Dispute Resolution

The parties will attempt in good faith to resolve any dispute informally by contacting legal@healthexam.ai and allowing sixty (60) days for resolution before initiating formal proceedings.

Except where prohibited by applicable law, any claim must be brought within one (1) year after it arises, and each party waives any right to bring or participate in a class, collective, or representative action.

Remedies under these Terms are exclusive and are limited to those expressly provided for in these Terms. Nothing in this section prevents either party from seeking injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of its intellectual property or confidential information.

25. Laws That Govern This Agreement

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles. Any dispute not otherwise resolved shall be brought exclusively in the state or federal courts located in Delaware, and you consent to the personal jurisdiction of those courts, unless applicable law requires otherwise.

26. Force Majeure

We are not liable for any delay or failure to perform resulting from causes beyond our reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, labor disputes, governmental action, internet or utility failures, cyberattacks, or third-party provider outages.

27. Complete Agreement

These Terms, together with the Privacy Policy and any applicable Business Associate Agreement or order form, constitute the entire agreement between you and Health Exam Inc. regarding the Services and supersede all prior or contemporaneous understandings. If any provision is held unenforceable, that provision will be limited or severed to the minimum extent necessary and the remaining provisions will remain in full force.

28. Assignment

You may not assign or transfer these Terms or any rights under them without our prior written consent. We may assign these Terms without restriction, including in connection with a merger, acquisition, reorganization, or sale of assets.

29. Notices

We may provide notices to you by email to the address associated with your account, by posting on the Site, or through the Services. You must send notices to us at legal@healthexam.ai. Notices are effective when sent, except that notices to us are effective upon receipt.

30. No Waiver

Our failure to enforce any provision of these Terms is not a waiver of that provision or of any other right. No waiver is effective unless in writing and signed by an authorized representative of Health Exam Inc.

31. Relationship of the Parties

Nothing in these Terms creates any partnership, joint venture, employment, franchise, or agency relationship between you and Health Exam Inc. Neither party has authority to bind the other.

32. Survival

Provisions that by their nature should survive termination will survive, including definitions, User Content licenses, proprietary rights, disclaimers of warranty, limitation of liability, indemnification, dispute resolution, and governing law.

33. Business Associate Agreement

Organizations that use Health Exam Professional Services in a manner that involves Protected Health Information are also subject to our Business Associate Agreement (BAA), which supplements and, with respect to PHI, controls over these Terms.

View the Business Associate Agreement

34. Acknowledgement

By using Health Exam, including Aya AI and any Professional Services, you acknowledge that you have read, understood, and agree to these Terms of Use, and that the Services do not provide medical advice.

35. Contact Us

Health Exam Inc.

Website: https://www.healthexam.ai

Email: legal@healthexam.ai