‍Last updated: December 15, 2025

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Terms of Use – Key Notice and Agreement Overview 

This Terms of Use agreement covers important information about the Services, including fees and billing, renewals, changes to these Terms, and how disputes are handled. Please review it carefully before using the Services.

IMPORTANT DISPUTE NOTICE: Section 22 (Dispute Resolution) contains provisions that govern how disputes between you and XHEAL must be resolved. Among other things, Section 22 includes a binding arbitration agreement (with limited exceptions), meaning disputes are generally resolved through final and binding arbitration instead of court. Section 22 also includes waivers of class actions and jury trials. Please read Section 22 closely.

IF YOU DO NOT OPT OUT OF ARBITRATION WITHIN 30 DAYS, THEN:

1. Except where limited exceptions apply, you may bring claims against us only through binding arbitration, and you waive the right to participate in any class action, representative action, or class-wide arbitration; and
2. You waive the right to bring disputes in court and to have a jury trial.

If you reside in the European Economic Area (EEA) or another jurisdiction where such an arbitration agreement is not permitted, Section 22 does not apply to you.

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Who We Are; Scope of This Agreement

XHEAL Corp. (principal place of business: 25 SE 2ND AVE, SUITE 550, MIAMI, FL 33131, USA) (“XHEAL,” “we,” “us,” or “our”) provides products, features, content, and related services made available through: (i) our website located at www.XHEAL.ai and related subdomains (the “Site”), and (ii) our mobile application (the “App”). 

Please read these Terms of Use (“Agreement”) before accessing or using the Services. This Agreement is a legally binding contract governing

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Acceptance; Updates to This Agreement

By accessing or using the Services in any manner, you confirm you have read, understood, and agree to be bound by this Agreement. If you do not agree, you may not use the Services.

We may revise this Agreement from time to time by posting an updated version within the Services. If a change is material and you have an account, we may also provide notice (including by email to the address associated with your account). Unless stated otherwise, changes become effective:

• immediately for users without an account; and
• for account holders, on the earlier of (i) 30 days after posting or (ii) your acceptance of the updated Agreement.

Your continued use of the Services after changes become effective constitutes acceptance of the revised Agreement. We may require you to affirmatively accept updated Terms before continuing to use certain Services.

If you do not accept an updated Agreement, you may reject it by emailing support@XHEAL.ai with (i) your name, (ii) the account email address, and (iii) a clear statement that you reject the updated Terms. Your rejection must be received within 30 days after the updated Agreement is posted. If you timely reject, the prior Agreement will continue to govern until the end of your then-current subscription term, after which the updated Agreement will apply unless you cancel in accordance with this Agreement.

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Your Personal Data

Our collection and use of personal data are described in the XHEAL Privacy Policy (XHEAL.ai/privacy).

1. Introduction

An XHEAL subscription includes access to certain Services (including the App). The Services may allow you to view, track and analyze wellness data (such as sleep, heart rate, steps) and may provide insights.

2. Registration; Account Security

To access a subscription, you must (i) subscribe, (ii) pay applicable fees when due, and (iii) create an account (an “Account”). You agree to provide accurate, complete information and to keep your Account information current.

You may not select a username that: (i) impersonates another person, (ii) infringes another party’s rights without authorization, or (iii) is obscene, hateful, discriminatory, or otherwise inappropriate.

You are responsible for all activity under your Account and for maintaining the confidentiality of your login credentials. Do not share your credentials or use another person’s account without permission. Notify us promptly of any suspected unauthorized access. You may be able to delete your Account as described in the Privacy Policy.

3. Eligibility

You represent and warrant that you are at least 13 years of age, or the minimum age required by the laws of your jurisdiction (if higher). If you are under the age of legal majority or otherwise unable to form a binding contract where you live, you may use the Services only with appropriate parental/guardian consent; in that case, the parent/guardian is responsible for your use.

• European Union: Users must be at least 16 years of age. Users between 13-16 may use the Services only with verifiable parental consent in accordance with GDPR Article 8.
• United States: Users must be at least 18 years of age. Users between 13-18 may use the Services only with verifiable parental or guardian consent in compliance with COPPA.
• All Jurisdictions: Users under 13 years of age may not use the Services under any circumstances.

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If you are under 13 (or the applicable minimum age), you may not use the Services. We may refuse service to any person or entity and may adjust eligibility standards at any time. In some jurisdictions, we may require a higher minimum age (such as 18) to register.

You may not access or use the Services where prohibited or restricted by law, or where offering the Services would violate applicable laws or regulations.

4. Use of the Services; Licenses; Restrictions

4.1 Content and Technology (Including AI)

The Services may include text, graphics, audio, video, data, analyses, reports, and other materials (collectively, “Content”). The Services may also include proprietary or third-party technologies, including artificial intelligence and machine learning features (“AI Technology”), including third-party large language models (“LLMs”) and features such as XHEAL Chat.

Subject to this Agreement and an active subscription we grant you a limited, worldwide, non-exclusive, non-transferable, non-sublicensable license to access and use the Services, Content, and AI Technology made available to you, solely for your personal, non-commercial use and only as included with your subscription plan.

4.2 App License; App Store Terms

Subject to your compliance with this Agreement, you receive a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to download and use the XHEAL App on a device you own or control, solely for personal use. If the App is download from the Apple App Store (an “App Store Application”), you must comply with Apple’s “Usage Rules” and use it only on Apple-branded products running iOS. If downloaded from Google Play store (a “Google Play Sourced Application”), additional family-sharing rights may apply as permitted by Google’s rules.

4.3 Prohibited Uses

Except with our prior written consent, you may not: sell, rent, sublicense, distribute, publicly perform or display, modify, create derivative works of, reverse engineer, or commercially exploit any part of the Services or Content.

Without limiting the foregoing, you may not:

• harvest user information (including usernames/emails) for unsolicited communications;
• interfere with, disrupt, degrade, or compromise the security or operation of the Services (including by malware, hacking, or bypassing protections);
• scrape, harvest, or extract data from the Services (except for limited indexing by public search engines as necessary to create searchable indices, not caches/archives);
• use metatags or hidden text using our trademarks;
• frame or replicate the look-and-feel of the Services;
• use the Services unlawfully or in violation of these Terms; or
• remove proprietary notices.

4.4 IP Ownership

The Services are protected by intellectual property laws. Except for the limited licenses expressly granted, we and our licensors retain all rights in the Services and Content. “XHEAL” and related marks are our trademarks and may not be used without permission. Third-party trademarks remain the property of their respective owners and no license is granted to you.

4.5 Personal Use Only; External Services

The Services are intended for personal, non-commercial use unless we expressly authorize otherwise in writing.

The Services may include user-directed content (“User Content”) and links to or integrations with third-party websites, products, services, and AI systems (“External Services”). External Services are provided for convenience, are not our endorsement, and may be governed by separate terms between you and the third party. We are not responsible for External Services or their content.

5. Subscription, Billing and Renewals

You must maintain an active Subscription (and pay all fees when due) to access certain Services. If you fail to pay, we may suspend or terminate your access and/or your Subscription.

5.1 Recurring Billing and Authorization

Subscriptions renew automatically until canceled. By subscribing, you authorize us to charge your selected payment method for Subscription fees (plus applicable taxes) at the start of your paid term and at each renewal interval based on your chosen plan.

If you receive a free Subscription, it continues until the earlier of the end of the stated free period (or, if not stated, one month) or termination under this Agreement. If a free Subscription continues for an extended period, we may modify or discontinue it at any time.

5.2 Price Changes and Non-Payment

We may change Subscription pricing and/or plan offerings by posting updates and providing advance notice where required. If you do not accept a price change, you may cancel before it takes effect.

If fees are not paid, your Account may be placed in an inactive state after a short grace period, during which access to the Services may be restricted though certain historical data may remain accessible. We are not responsible for data gaps arising during suspension/inactivity.

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6. Cancellation and Termination

You can cancel or change your Subscription through Account settings in the XHEAL App or by contacting support at support@xheal.ai. Cancellation generally takes effect at the end of your then-current billing term, and you will not receive a prorated refund unless required by law or expressly stated in this Agreement.

Upon termination or expiration, your license shall terminate and you may lose access to content and data through the Services, though you may be able to request a copy of your data as described in the Privacy Policy.

For EU Users: You have the right to withdraw from your subscription within 14 days of purchase without giving any reason, in accordance with the EU Consumer Rights Directive (2011/83/EU). To exercise this right, contact us at support@xheal.ai.

7. Free Trials

You may be eligible for a 7-day free trial. During this period, you have full access without charge. After the free trial, you will be charged according to your selected subscription plan.

8. Fees, Payments and Taxes

You agree to pay all Subscription fees and any other applicable charges disclosed during checkout. Except where required by law or expressly stated, fees are non-refundable.

We may use third-party payment processors. Your use of a payment method is governed by your agreement with your payment provider. You authorize us to charge your payment method for amounts due. You must keep billing details current and notify us of suspected unauthorized use.

Taxes may apply. Where required, we will collect applicable sales taxes and you agree to pay any required taxes, withholding, or related amounts.

10. No Medical Advice

The Services are provided for general health, fitness, and  wellness information purposes only and are not medical advice. Services are not intended to provide medical advice, diagnose, treat, cure, mitigate, monitor, or prevent disease and any type of medical conditions.

Always consult a qualified clinician before starting or changing diet, exercise, or training. Using the Services does not create a provider–patient relationship. Do not use the Services for emergencies; seek immediate medical attention if you believe you have an emergency.

12. AI Technology

AI features are evolving and may generate outputs based on your prompts and other information you provide (“Output”). You understand Outputs may be inaccurate, incomplete, misleading, biased, or otherwise unreliable. AI is not a substitute for professional judgment or medical advice.

You are responsible for evaluating Outputs and deciding whether to rely on them. Outputs are provided “as is” and without warranties to the fullest extent permitted by law. To the extent permitted by law, we disclaim liability arising out of or related to your use of AI Technology.

13–21. Additional Core Terms 

• Changes to Services: We may update, modify, or discontinue aspects of the Services (including for compliance, security, and improvements). If we make a material adverse change outside those categories, you may have limited rights to cancel and request a prorated refund as specified, subject to timing requirements.
• User Content: You and other users are responsible for content submitted through the Services. We do not endorse User Content. You retain ownership of your content, but you grant us a license to host, use, and display it to operate the Services and (only in aggregated/de-identified form) to train AI where stated.
• Monitoring/Enforcement: We may investigate, monitor, remove content, suspend accounts, and cooperate with law enforcement as permitted by law.
• Disclaimers/Liability: To the fullest extent permitted by law, the Services are provided “as is,” and liability is limited as described, including exclusions for indirect damages and caps on direct damages, with legally required carve-outs (e.g., fraud, certain personal injury).
• Indemnity: To the maximum extent permitted by law, you agree to indemnify and hold harmless xHeal from any liabilities, damages, losses, costs, or expenses arising from: (a) your violation of these Terms or applicable law; (b) unauthorized use of your Account; (c) your Content; (d) use of credentials to access Provider accounts; or (e) your negligence or willful misconduct.

EU Users: This indemnification clause does not apply where prohibited by applicable EU consumer protection laws. 

• Term/Termination: These Terms apply while you use the Services; we may suspend/terminate for breach or legal reasons, and certain provisions survive termination.

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22. Dispute Resolution (Arbitration) 

This section requires arbitration for most disputes and limits how relief may be pursued. Except for small claims matters (where eligible) and certain equitable/IP claims, disputes must be resolved through binding arbitration rather than court. You and XHEAL waive the right to a jury trial and agree that disputes may be brought only on an individual basis (no class, representative, or collective actions), subject to limited exceptions and severability rules described in Section 22.

A written notice process and a mandatory informal resolution period apply before arbitration may be initiated. Arbitration is administered by the designated arbitration provider under its applicable rules, as modified by the Agreement, and includes procedures addressing mass/batch filings. You may opt out of arbitration within 30 days by sending a compliant written notice to the specified address/email.

(For EEA/UK/other jurisdictions where arbitration clauses are restricted, arbitration may not apply, and local mandatory consumer rights may govern.)

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23–25. General; Contact; Upgrade Policy 

• Governing Law/Venue: Florida law generally applies (excluding conflict rules), with venue in Florida courts for disputes not subject to arbitration, and special rules for EEA/UK/Switzerland and other jurisdictions where required.
• Time Limits: Certain claims must be brought within a shortened limitations period (e.g., one year) to the extent permitted by law.
• Assignment/Severability/Waiver/Entire Agreement: Standard contract provisions apply.
• Language: English controls.
• Distribution Channels: App Store/Google Play and other channel terms may also apply; the agreement is between you and XHEAL (not Apple/Google), with certain third-party beneficiary provisions for Apple where applicable.
• Electronic Communications: You consent to electronic notices and communications.
• Force Majeure: Performance may be excused for events beyond reasonable control; certain UK-specific rights may apply.
• Contact: Support contact details and required consumer complaint disclosures are provided.
• Upgrades: Subscription upgrade mechanics (extension vs. one-time upgrade fee) are calculated based on the remaining value of the current term and the price of the upgraded tier; 

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