Terms of Service

In short

Octo Health organizes your health information on a timeline you own, and generates wellness guidance from it. Octo Health is not a healthcare provider and does not give medical advice. Laboratory work is performed and reviewed by independent licensed professionals, not by us. Memberships renew annually and you can cancel at any time to stop the next renewal. Your record is yours: export it or delete it whenever you want. If you want to understand Octo Health’s privacy practices, please review the Privacy Policy, which is part of these Terms.

IF YOU THINK YOU MAY BE HAVING A MEDICAL EMERGENCY, CALL YOUR LOCAL EMERGENCY NUMBER IMMEDIATELY: 911 IN THE UNITED STATES, 112 ACROSS THE EUROPEAN UNION AND THE UNITED KINGDOM. OCTO HEALTH IS NOT AN EMERGENCY SERVICE AND IS NOT MONITORED IN REAL TIME. OUR SUPPORT STAFF ARE NOT CLINICIANS.

How disputes are resolved, and the withdrawal and refund rights you have, depend on where you live. Those are in the last section.

PLEASE BE AWARE THAT SECTION 17 OF THESE TERMS, BELOW, CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS THAT YOU AND OCTO HEALTH HAVE AGAINST EACH OTHER ARE RESOLVED. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE YOU TO SUBMIT CLAIMS THAT YOU HAVE AGAINST OCTO HEALTH TO BINDING AND FINAL ARBITRATION.

UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT IN SECTION 17 OF THESE TERMS: (i) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST OCTO HEALTH ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (ii) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.

PLEASE SEE SECTION 17 FOR MORE INFORMATION REGARDING THESE ARBITRATION PROVISIONS, INCLUDING HOW TO OPT OUT OF ARBITRATION. THESE TERMS LIMIT THE REMEDIES THAT MAY BE AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

Who you are contracting with

Your agreement is with Octo Health Technologies Inc, a Delaware corporation. In these Terms, “Octo,”, “Octo Health”, “we,” and “us” refer to that company. The regional section below sets out the rights that apply where you live.

Everything up to the regional section applies to everyone. Where the regional section conflicts with anything earlier, it wins for the region it covers.

1. What Octo Health is, and what it is not

Octo Health is a technology company. Octo Health has a web-based application and a mobile application that you can download onto your personal mobile device, including all software therein (collectively, the web-based application and the mobile application are referred to as the “App”), that brings your health information, medical records, lab results, wearables and medications, onto one timeline that you own and control, and generates wellness guidance from it (collectively, the “Services”).

We are not a healthcare provider. We are not a licensed medical provider, laboratory, pharmacy or healthcare facility, and we do not provide medical advice, diagnosis, treatment or prescriptions. Nothing in the App, not results, not insights, not notifications, not your protocol, is medical advice, and none of it replaces a conversation with a qualified professional who knows you. Never delay or ignore professional advice because of something you saw in Octo Health.

2. The App

You can upload records and documents, connect wearables and other sources, see everything on one timeline, track biomarkers, medications, symptoms and habits, receive insights and a personalized protocol, and export or share your record whenever you choose. What your tier includes is shown at checkout.

Octo Health is a growing product. We reserve the right to update, modify, and change any content within the App and any offering or service made available through the Services at any time without notice. When a new feature is added, it becomes part of the Services. If a new feature needs its own terms or consent, the App presents them before you first use it. Feature terms never change the terms already governing your membership. If we ever materially reduce what your membership includes, we treat it like a price change.

3. Lab testing, and who performs it

Some parts of Octo Health connect you with independent licensed professionals for their services. These independent licensed professionals always exercise their own professional judgment, Octo Health does not practice medicine and never directs a clinical decision, and any feature-specific consent is presented in the App before first use. Because Octo Health is not a health care provider, using Octo Health does not create a doctor-patient relationship between you and Octo Health.

Today, Octo Health can connect you with a clinical lab for certain testing. The laboratory work is done by a national laboratory network and the licensed clinicians affiliated with it, not by us. These licensed clinicians decide whether to authorize each test, collect and process your sample, review your results before release, and handle clinically significant values under their own protocols, which can include contacting you directly. Octo Health transmits your request with your consent and displays your results after clinician review. We hold no ownership in the laboratory network or clinicians, we never direct their clinical decisions, and authorization of a requested test is never guaranteed.

Before your first laboratory order, the App asks you to accept two short documents: the Release of Laboratory Results and the Laboratory Data-Sharing and Telehealth Consent. You can decide whether to agree to these documents, but laboratory services can only be provided after you agree.

Lab panels are currently available in the United States only, in the states shown in the App, and panels can vary by state. When lab services launch elsewhere, they will be delivered by a laboratory and clinicians licensed in that country, under consents published for it.

4. About laboratory results

Results are produced by the laboratories and reviewed by the physicians. Octo Health does not warrant the accuracy, completeness or timeliness of any result. Results may contain unexpected, unclear or distressing information, and viewing one cannot be undone. You choose whether and when to view results in the App. Questions about what a result means can only be answered by the reviewing physician or your own provider. If you would rather receive results only through a physician, do not order lab panels using the App.

5. Your protocol, and AI-generated content

Octo Health uses artificial intelligence to generate your insights and your personalized protocol from your record: what may be worth tracking, what may be worth testing next, and lifestyle guidance. Using your record to do this for you is the product itself. It is covered by these Terms and our Privacy Policy, needs no extra authorization, and stops only if you delete your data or your account.

The protocol is wellness guidance, not medical advice. It does not diagnose anything and does not decide that a result is clinically normal or abnormal.

AI technology is an emerging technology that is still improving in accuracy, reliability, and safety. AI-generated content can be incomplete, outdated, or incorrect. You acknowledge and agree that: (i) your protocol may not always be accurate and may contain material inaccuracies even if it appears accurate because of its level of detail or specificity; (ii) your protocol may not be error-free or operate as you intended; (iii) you should verify anything material in the protocol with a qualified professional before acting on it; and (iv) you will not use any AI-generated content, including your protocol and insights, for any commercial purpose, or sell, license, distribute, or otherwise make available any AI-generated content to third parties. Your protocol and insights are for your personal, non-commercial use only.

6. Eligibility and accounts

A few conditions on who can use what.

The App and memberships are available only to members aged 18 or over. By accessing the App, you represent and warrant that you are a natural person aged 18 years or older. If we discover that you are under 18 years old, we may terminate your account and delete your data without liability to you.

Your country of residence determines which regional terms apply to you. The App confirms this at signup, and feature availability always depends on where you are.

Your legal name and date of birth identify you across your records and are relied on by the laboratory physicians, so they must be accurate. You represent and warrant that all data, information, content, or materials that you upload, input, or transmit through the Services are accurate, current, legal, and complete in all respects. Keep your credentials safe. You are responsible for all activities on your account and for any actions or omissions that take place using your account. You will notify us promptly at members@hioctohealth.com if you discover any unauthorized use of your account. We are not responsible for any losses resulting from unauthorized use of your account.

You may not use the Services where sanctions laws prohibit it.

7. Membership, billing, renewal and cancellation

Tiers, prices and what each includes are shown at checkout, in the currency shown there, plus any taxes we are required to collect.

Renewal

Annual memberships renew automatically each year at the then-current rate. We send a reminder before every renewal, and if your renewal price is going to change, we tell you at least 30 days in advance.

Cancellation

You may cancel at any time in the App, under Profile, then Billing and Subscription, then Cancel Subscription, or by emailing members@hioctohealth.com. No phone call is required and you do not need to speak to anyone. Cancellation takes effect at the end of your current membership year and prevents the next charge. You keep full access to the App until then.

Refunds

Except where the law requires otherwise, membership fees are not refundable, including for partially used years. You are buying a membership year in advance; cancelling stops future renewals rather than refunding the current one. Consumer rights that the law does not allow to be waived are not affected, and the regional section sets out the withdrawal rights that apply where you live.

Included lab panels

Included panels are personal to you and can only be used within the membership year they belong to. If one cannot be used because the reviewing physician does not authorize it, because panels are not available where you live, or for any other reason attributable to us, we credit or refund its value. Otherwise, unused panels do not roll over to the next membership year or convert to credit.

If a payment fails, we may retry it and pause the membership until it succeeds. If a pricing or billing error occurs, we correct it and tell you.

8. Not insurance

Memberships are not health insurance and do not replace it. Your fees are not premiums, and Octo Health does not bill insurance or government health programs.

9. Your record: ownership, export and license

You own your health record. While your account is open, you can export it at any time, both as a document you can read and as a structured file that other systems can import; share it at your discretion; and, delete your account and its contents whenever you want, directly in the App.

When your membership ends or you close your account, your record stays available to export for 30 days. After that, we delete it. We remind you before that window closes and you can export as often as you like during it. You can also ask us to delete it immediately, without waiting, in the App or by emailing members@hioctohealth.com. Deletion removes your record from our live systems straight away and from backups within 90 days, and we cannot restore it afterwards.

You give Octo Health a limited, revocable license to host, store, process, transmit, and display your personal information in accordance with the Privacy Policy. You also grant Octo Health a perpetual, irrevocable, royalty-free license to de-identify your personal information so that it is no longer identifiable, to aggregate your personal information, and to use the de-identified and/or aggregated data in accordance with the Privacy Policy.

10. Acceptable use

You agree not to misrepresent your identity; access another person's record without lawful authority; scrape, probe or interfere with the Services or their security; reverse engineer the App or Services or use them to build a competing product; upload malicious code; use the Services for any unlawful purpose; or resell or transfer your membership without our written approval. We may suspend accounts doing any of the above.

11. Intellectual property and feedback

The App, its software, design, and content, other than your record, belong to Octo Health or its licensors and are protected by United States and international intellectual property laws. We grant you a personal, non-transferable, revocable license to use the App under these Terms solely for your personal, non-commercial use. You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the materials on the Services, except as incidental to normal use of the Services.

The “Octo Health” name and all associated graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks, or trade dress of Octo Health Technologies Inc. Octo Health’s trademarks and trade dress may not be used, including as part of trademarks or as part of domain names, in connection with any product or service, and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Octo Health.

If you send us feedback, questions, comments, suggestions, ideas, or other information regarding the Services (“Submissions”), you acknowledge and agree that such Submissions are non-confidential and become the sole property of Octo Health. Octo Health owns exclusive rights, including all intellectual property rights, and is entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you. Please do not include any health information in feedback.

If you believe that any content on the Services infringes your copyright, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright interest; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing and where it is located on the Services; (iv) your address, telephone number, and email address; (v) a statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Our designated Copyright Agent to receive notifications of claimed infringement is: 169 Madison Ave STE 78324 New York, NY, 10016 US, legal@hioctohealth.com.

12. Third-party services

The Services work with third parties: the laboratory network, clinicians, integrations you connect, payment processors, App stores, and other service providers. Their services are governed by their own terms and Octo Health is not responsible for them, including the professional work of the laboratory or licensed clinicians.

The Services may contain links to third-party websites, products, and services, or display advertisements for third parties (collectively, “Third-Party Content”). These links are provided for your information and convenience only. Octo Health does not review, approve, endorse, or make any representations, warranties, or promises with respect to Third-Party Content. You use all Third-Party Content at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any Third-Party Content, the applicable third party’s terms and policies apply, not these Terms.

You acknowledge and agree that Octo Health is not responsible for the practices employed by third parties, their websites, or services linked to or from the Services, including the information or content contained in such third-party websites or services. Octo Health disclaims all liability relating to Third-Party Content and any third party’s acts, omissions, delays, or failures, including those of laboratories, clinicians, or payment processors.

To the fullest extent the law permits, you release Octo Health from claims arising out of acts or omissions of these third parties. You agree to indemnify and hold Octo Health harmless from any claims, losses, or damages arising from your use of any third-party integrations you connect to the Services, including any claims by third parties related to data you share through such integrations.

13. Apple App Store and Google Play

If you have elected to download our App, we hereby grant you the license described in Section 11 to use the App on any mobile device that you own or control that such App is authorized to be operated on (as determined by us in our sole discretion) and is permitted by this Section 13. The App is licensed, not sold, to you for use only under these Terms. Octo Health reserves all rights, title and interest not expressly granted to you. Nothing herein allows you to use the App on a device that you do not own or are not authorized to control.

Furthermore, with respect to any App accessed through or downloaded from an App Store such as Google Play® store or Apple’s® App Store® (an “App Store Sourced Application”), you will only use the App Store Sourced Application: (1) on a product that runs the operating system for which it was intended and (2) as permitted by the “Usage Rules” set forth in the corresponding App Store. Use of the App from a third party App Store is also subject to the provisions of this Section 13 (App Store). You acknowledge that these Terms are between you and us and not with the owner or operator of the App Store Sourced Application (“App Store Owner”). As between the App Store Owner and us, we, and not the App Store Owner, are solely responsible for the App, the content, maintenance, support services, and warranty, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the App, you must have access to a wireless or cellular network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store Owner in connection with the App. The following applies to any App Store Sourced Application:

Your use of the App Store Sourced Application must comply with the App Store’s “Terms of Service” or equivalent terms.

You acknowledge that the App Store Owner has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.

In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify the App Store Owner, and the App Store Owner will refund the purchase price for the App Store Sourced Application to you (if any) and to the maximum extent permitted by applicable law, the App Store Owner will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Octo Health and the App Store Owner, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Octo Health.

You and we acknowledge that, as between Octo Health and the App Store Owner, the App Store Owner is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (1) product liability claims; (2) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.

You and we acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Octo Health and the App Store Owner, Octo Health, not the App Store Owner, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.

You and we acknowledge and agree that the App Store Owner, and the App Store Owner’s subsidiaries, are third-party beneficiaries of these Terms as related to your license of the App Store Sourced Application, and that, upon your acceptance of these Terms, the App Store Owner will have the right (and will be deemed to have accepted the right) to enforce the terms of these Terms as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.

You represent and warrant that (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.

Without limiting any other terms in these Terms, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.

14. Communications and electronic signatures

We send transactional messages, receipts, renewal reminders, result notifications and security notices, for as long as you have an account. Those cannot be switched off while you are a member. Marketing email is optional and you can unsubscribe at any time.

If you opt in to text messages, you agree to receive recurring texts at the number you gave us, possibly sent with automated technology. Frequency varies, message and data rates may apply, reply STOP to end and HELP for help. You can also withdraw consent by any other reasonable means, including emailing members@hioctohealth.com, and we will action it within 10 business days. Agreeing to marketing texts is never a condition of buying anything. Text messages are not encrypted, so please do not text us health information. Any dispute or claim relating to your consent to receive communications, including any claim under the Telephone Consumer Protection Act or similar state laws, is subject to the Arbitration Agreement in Section 17.

You agree to do business with us electronically. Accepting these Terms and any consents in the App counts as your signature, and we may deliver notices to your account email.

15. Disclaimer of Warranties

To the fullest extent permitted by law, the Services are provided as is and as available, without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, title and non-infringement.

We do not promise that the Services will be uninterrupted, error-free, or secure, or that any content, including lab results, parsed records, insights, and AI-generated content, is accurate, complete, or reliable. We make no warranties regarding data obtained from third-party sources, including wearables, integrations you connect, or records you import, and we are not responsible for the accuracy, completeness, or timeliness of any such third-party data. This does not apply to the extent the law where you live does not allow it.

16. Limitation of liability

To the fullest extent permitted by law, neither Octo Health nor any of its directors, officers, employees, or agents will be liable to you or any third party for any indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost or damaged data, loss of business, or personal injury or death arising from your use of the Services or any content or other materials on or accessed through the Services, even if Octo Health is aware of or has been advised of the possibility of such damages. Without limiting the foregoing, Octo Health will not be liable for any claims brought by third parties arising from your conduct, your content, your use of the Services, or your sharing of your record or any data with third parties.

To the extent not prohibited by applicable law, Octo Health’s total liability to you for any cause whatsoever, and regardless of the form of the action, will at all times be limited to the amount you paid to Octo Health in membership fees during the twelve (12) months immediately preceding the event giving rise to the claim. You acknowledge that if no fees have been paid for the Services, you will be limited to, at most, injunctive relief only, unless otherwise prohibited by applicable law, and will not be entitled to any other damages, regardless of the cause of action.

Nothing in these Terms limits or excludes Octo Health’s liability for: (i) death or personal injury resulting from Octo Health’s willful misconduct or gross negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability that cannot be excluded or limited by applicable law.

17. Arbitration Agreement and Dispute Resolution

Please read this Arbitration Agreement carefully. It is part of your contract with Octo Health and affects your rights. It contains procedures for mandatory binding arbitration and a class action waiver.

Scope of Arbitration Agreement. You acknowledge and agree that any dispute or claim relating in any way to your access to or use of the Services, to any membership, to any content within the Services, or to any other aspect of your relationship with Octo Health will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or Octo Health may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement applies, without limitation, to all claims that arose before this or any prior agreement.

Arbitration Rules and Forum. This Arbitration Agreement is governed by the Federal Arbitration Act in all respects. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent: Octo Health Technologies Inc, 131 Continental Dr, Suite 305, Newark, DE 19713, United States. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. Payment of all filing, administration, and arbitration fees will be governed by the AAA’s rules. We will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, Octo Health will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum.

Arbitrator Powers. The arbitrator, and not any federal, state, or local court or agency, has exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute and to award monetary damages and any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and these Terms. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding on you and Octo Health.

Waiver of Jury Trial. You and Octo Health each knowingly and voluntarily waive any constitutional and statutory rights to sue in court and receive a judge or jury trial. You and Octo Health are instead electing to have claims and disputes resolved by arbitration. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is limited. In any litigation between you and Octo Health over whether to vacate or enforce an arbitration award, you and Octo Health waive all rights to a jury trial, and elect instead to have a judge resolve the dispute.

Waiver of Class or Consolidated Actions. All claims and disputes within the scope of this Arbitration Agreement must be arbitrated on an individual basis and not on a class basis. Claims of more than one customer or user cannot be arbitrated or litigated jointly or consolidated with those of any other customer or user. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Octo Health is entitled to arbitration. Instead, all claims and disputes will then be resolved in a court as set forth in these Terms.

Mass Arbitration. If 25 or more claimants submit demands for arbitration raising similar claims, and are represented by the same or coordinated counsel, this constitutes a “Mass Arbitration.” In a Mass Arbitration: (1) the parties will cooperate in good faith to select a single arbitrator to resolve a bellwether batch of no more than 10 cases (5 selected by claimants’ counsel and 5 selected by Octo Health); (2) no other cases may proceed until the bellwether cases are resolved and the parties have had a 60-day mediation period to attempt global resolution; (3) if the parties cannot resolve the remaining cases after mediation, additional batches of 10 cases will proceed sequentially; and (4) the statute of limitations and filing fee deadlines are tolled for all non-bellwether cases while the bellwether process is pending. This process is intended to provide an efficient resolution of similar claims while preserving each claimant’s individual right to arbitration.

Opt Out. You may opt out of this Arbitration Agreement. If you do so, neither you nor Octo Health can force the other to arbitrate. To opt out, you must notify Octo Health in writing no later than 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Octo Health username (if any), the email address you used to set up your Octo Health account, and an unequivocal statement that you want to opt out of this Arbitration Agreement. You must send your opt-out notice to: Octo Health Technologies Inc, 169 Madison Ave STE 78324 New York, NY, 10016 US, or legal@hioctohealth.com. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any previous, other, or future arbitration agreements that you may have with us.

Exclusive Venue. To the extent the parties are permitted under these Terms to initiate litigation in a court, both you and Octo Health agree that all claims and disputes arising out of or relating to these Terms will be litigated exclusively in the state or federal courts located in the State of Delaware.

18. Changes to these Terms

We may update these Terms. For any material change, we give at least 30 days prior notice by email and in the App before it takes effect. Your continued use of the Services after the effective date of any updated Terms constitutes your acceptance of the updated Terms, regardless of whether you accessed the Services during the notice period. If you do not agree to the updated Terms, you must stop using the Services and may cancel your membership before the updated Terms take effect.

19. Where you live

Some terms differ by region, and where they do, the regional version wins.

European Union, United Kingdom and EEA

You have a statutory right to withdraw from a distance contract within 14 days. Where you ask us to start the service immediately, you acknowledge it begins during that period, and if you then withdraw you pay for what you used up to that point. Statutory guarantees and consumer rights that cannot be waived are unaffected. Your agreement is with Octo Health Technologies Inc, and that choice never deprives you of the protection of mandatory rules in your country of residence. The rights in this section are statutory and apply to you whichever company you contract with. You can bring proceedings in your own courts.

United States

Your agreement is with Octo Health Technologies Inc. State consumer laws may give you additional rights, including cancellation rights, which are not affected by anything in these Terms.

20. Indemnification

To the maximum extent permitted by law, you agree to indemnify, defend, and hold us, our subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners, and employees, harmless from and against any loss, liability, claim, demand, damages, costs (including attorneys’ fees), and expenses, arising out of or in connection with: (i) your use of the Services; (ii) any violation of these Terms; (iii) any content you upload or submit through the Services; or (iv) any third-party claims arising from your conduct or your sharing of data through the Services. Octo Health reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of such claims. You agree not to settle any matter subject to this indemnification without the prior written consent of Octo Health. This indemnification obligation will survive termination of these Terms and your use of the Services.

21. Governing Law

These Terms and any dispute or claim arising out of or in connection with them or their subject matter will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. This choice of law does not deprive you of the protection of mandatory consumer protection rules in your country of residence.

22. General Provisions

Severability. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the court should endeavor to give effect to the intentions reflected in the provision to the maximum extent permitted by law, and all other provisions of these Terms will remain in full force and effect.

No Waiver. Our failure to exercise or enforce any right or provision of these Terms does not constitute a waiver of that right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Octo Health.

Entire Agreement. These Terms, together with any consents you accept in the App and our Privacy Policy, constitute the entire agreement between you and Octo Health regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services.

Construction. The language of these Terms will be construed as to its fair meaning and not strictly for or against either party.

Survival. The following sections survive the termination of these Terms and your use of the Services: Section 9 (Your record: ownership, export and license), Section 11 (Intellectual property and feedback), Section 12 (Third-party services), Section 15 (Disclaimer of Warranties), Section 16 (Limitation of liability), Section 17 (Arbitration Agreement and Dispute Resolution), Section 20 (Indemnification), Section 21 (Governing Law), and this Section 22 (General Provisions).

23. Notice to California Residents

Under California Civil Code Section 1789.3, California residents are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210, in order to resolve a complaint regarding the Services. You may also contact legal@hioctohealth.com to resolve a complaint regarding the Services or to receive further information regarding use of the Services.