Terms of Service

1. Agreement to Terms

By accessing or using our services, including our contactless vital signs detection platform, website, APIs, and any related software or services (collectively, the “Services”), you agree to be bound by these Terms. If you disagree with any part of these Terms, you may not access the Services.

These Terms apply to all visitors, users, healthcare organizations, and any other parties who access or use the Services. If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

2. Company Information

A.Y. Health Technologies Inc.
A Delaware corporation

Mailing Address:
447 Sutter St, Ste 506 - 1348
San Francisco, CA 94108

Email: support@circadify.com
Phone: 210-526-1305

3. Description of Services

Circadify provides a contactless vital signs detection platform using remote photoplethysmography (rPPG) technology. Our Services enable the estimation of various physiological parameters, including but not limited to heart rate, respiratory rate, heart rate variability (HRV), blood pressure estimates, and blood oxygen saturation (SpO2) estimates, through analysis of video captured by standard cameras.

4. Demo Scan Terms

Circadify offers a public demo scan that allows users to experience our contactless vital signs technology. By using the demo scan, you agree to the following additional terms:

4.1 Data Handling

No facial data, facial images, or identity information is stored. Facial video frames and data are rapidly processed in real-time and immediately discarded. Vital sign results from the demo scan are temporarily stored in a Redis cache for a maximum of 15 minutes for your viewing purposes only. After 15 minutes, this data is automatically and permanently deleted.

4.2 Analytics

We collect anonymous usage and analytics data from demo scan sessions to improve our service. This data is fully anonymized and cannot be linked to any individual user or scan result.

4.3 Demo Limitations

The demo scan is provided for evaluation and informational purposes only. Results from the demo scan are not intended for clinical use and should not be relied upon for any medical decisions. The demo scan may have additional limitations compared to the full Circadify platform, including reduced accuracy, limited vital sign parameters, and session time restrictions.

4.4 Consent

By initiating a demo scan, you consent to the use of your device's camera for the purpose of contactless vital sign estimation. You acknowledge that no video, images, or facial data will be stored -- all facial data is rapidly processed and immediately discarded. You also consent to the temporary caching of your vital sign results as described above.

5. Important Disclaimers Regarding rPPG Technology

5.1 Nature of rPPG Technology

Remote photoplethysmography (rPPG) is an emerging technology that estimates physiological signals by analyzing subtle color variations in the skin captured via video. While rPPG technology has been validated in controlled research environments and shows significant promise for remote health monitoring, it is important to understand its characteristics and limitations.

5.2 Variability in Results

rPPG measurements may vary based on numerous factors, and results should be interpreted with appropriate context. Factors that may affect measurement accuracy include, but are not limited to:

• Lighting conditions: Results may vary under different ambient lighting, including natural vs. artificial light, low light conditions, or rapidly changing illumination
• Movement and motion: Subject movement during scanning may affect signal quality and measurement accuracy
• Camera quality and specifications: Different cameras may capture video at varying quality levels, frame rates, and color fidelity
• Skin characteristics: Variations in skin tone, texture, and conditions may influence signal detection
• Physiological factors: Individual physiological variations, certain medical conditions, or recent physical activity may affect readings
• Environmental factors: Temperature, humidity, and other environmental conditions may influence results
• Technical factors: Network connectivity, device processing capabilities, and software versions may affect performance

5.3 Not a Medical Device

THE CIRCADIFY PLATFORM AND SERVICES ARE NOT CLEARED OR APPROVED BY THE U.S. FOOD AND DRUG ADMINISTRATION (FDA) OR ANY OTHER REGULATORY AUTHORITY AS A MEDICAL DEVICE. The Services are intended to provide supplementary health information and should not be used as the sole basis for medical diagnosis, treatment decisions, or clinical care.

5.4 Not a Substitute for Professional Medical Care

The Services are not intended to replace professional medical advice, diagnosis, or treatment. Readings provided by Circadify should be considered as supplementary information only. Users should:

• Always consult with qualified healthcare professionals for medical advice and diagnosis
• Not rely solely on Circadify readings for any health-related decisions
• Seek immediate medical attention for any health emergencies, regardless of readings from our Services
• Use FDA-cleared medical devices when clinical-grade measurements are required
• Discuss any health concerns with their healthcare provider

5.5 Intended Use

Circadify is designed to provide estimated vital sign information in telehealth and remote monitoring contexts where traditional measurement methods may not be readily available. Our technology is intended to enhance -- not replace -- the clinical judgment of healthcare professionals and should be used as one source of information among many in the healthcare decision-making process.

6. Limitation of Liability

6.1 General Limitation

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL A.Y. HEALTH TECHNOLOGIES INC., ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• Your access to, use of, or inability to access or use the Services
• Any conduct or content of any third party on the Services
• Any content obtained from the Services
• Unauthorized access, use, or alteration of your transmissions or content
• Any inaccuracies, errors, or omissions in the vital sign readings or other information provided by the Services
• Any medical decisions made based on information provided by the Services
• Any health outcomes, adverse events, or injuries that may occur in connection with or following the use of the Services
• Any reliance on the accuracy, reliability, or completeness of the Services

6.2 Cap on Liability

IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICES OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE GREATER OF: (A) THE AMOUNTS YOU HAVE PAID TO CIRCADIFY FOR ACCESS TO AND USE OF THE SERVICES IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100).

6.3 Acknowledgment

You acknowledge and agree that the limitations of liability set forth in this section are fundamental elements of the basis of the bargain between you and Circadify, and that Circadify would not provide the Services absent such limitations.

7. Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. CIRCADIFY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:

• Any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement
• Any warranties arising out of course of dealing, usage, or trade
• Any warranties that the Services will be uninterrupted, timely, secure, or error-free
• Any warranties as to the accuracy, reliability, completeness, or validity of any information, vital sign readings, or other data provided by the Services
• Any warranties that the Services will meet your requirements or expectations
• Any warranties that defects will be corrected
• Any warranties regarding the results that may be obtained from the use of the Services

CIRCADIFY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE.

8. Indemnification

You agree to defend, indemnify, and hold harmless A.Y. Health Technologies Inc., its officers, directors, employees, agents, licensors, suppliers, and any third-party information providers from and against all losses, expenses, damages, costs, claims, and demands, including reasonable attorneys' fees and related costs and expenses, arising out of or related to:

• Your use or misuse of the Services
• Your violation of these Terms
• Your violation of any rights of another party, including any users or patients
• Your violation of any applicable laws, rules, or regulations
• Any claim or damages arising from any medical decisions made based on information obtained through the Services
• Any content you submit, post, or transmit through the Services

Circadify reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Circadify's defense of such claim.

9. User Responsibilities and Acceptable Use

9.1 Compliance with Laws

You agree to use the Services only for lawful purposes and in accordance with these Terms. You are responsible for compliance with all applicable local, state, national, and international laws and regulations.

9.2 Healthcare Provider Responsibilities

If you are a healthcare provider or organization using the Services, you agree to:

• Use the Services in accordance with applicable healthcare laws and regulations, including HIPAA where applicable
• Exercise independent professional judgment in all clinical decisions
• Not rely solely on Circadify readings for diagnosis or treatment decisions
• Inform patients of the nature and limitations of rPPG technology
• Obtain any required patient consent before using the Services
• Maintain appropriate records as required by applicable laws

9.3 Prohibited Uses

You agree not to:

• Use the Services for any unlawful purpose or in violation of any laws
• Attempt to gain unauthorized access to any portion of the Services or any other systems or networks
• Interfere with or disrupt the Services or servers or networks connected to the Services
• Reverse engineer, decompile, or disassemble any portion of the Services
• Use the Services to transmit any malware, viruses, or other harmful code
• Use the Services in any manner that could damage, disable, overburden, or impair the Services
• Resell, sublicense, or redistribute the Services without authorization
• Use the Services for any purpose that is emergency or time-critical where immediate, accurate vital sign information is required

10. Intellectual Property

10.1 Ownership

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

10.2 License

Subject to your compliance with these Terms, Circadify grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services for their intended purpose. This license does not include any right to modify, copy, distribute, sell, or lease any part of the Services, or to reverse engineer or attempt to extract the source code of the Services.

10.3 Trademarks

“Circadify,” the Circadify logo, and all related names, logos, product and service names, designs, and slogans are trademarks of A.Y. Health Technologies Inc. or its affiliates. You may not use such marks without the prior written permission of Circadify.

11. Third-Party Services and Integrations

The Services may integrate with or contain links to third-party websites, services, or applications (“Third-Party Services”), including Electronic Health Record (EHR) systems and telehealth platforms. We do not control Third-Party Services and are not responsible for their content, privacy policies, or practices. Your use of Third-Party Services is at your own risk and subject to the terms and conditions of those services.

12. Modifications to Services and Terms

12.1 Service Modifications

Circadify reserves the right to modify, suspend, or discontinue the Services (or any part or content thereof) at any time, with or without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Services.

12.2 Terms Modifications

We may revise these Terms at any time by posting an updated version on this page. The “Last Updated” date at the top of these Terms indicates when revisions were last made. Your continued use of the Services following the posting of revised Terms means you accept and agree to the changes.

13. Termination

13.1 Termination by You

You may stop using the Services at any time. For organizations with subscription agreements, termination is subject to the terms of your subscription agreement.

13.2 Termination by Circadify

We may terminate or suspend your access to the Services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms. Upon termination, your right to use the Services will immediately cease.

13.3 Survival

All provisions of these Terms that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

14. Dispute Resolution and Governing Law

14.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law provisions.

14.2 Informal Resolution

Before filing a claim, you agree to try to resolve the dispute informally by contacting us at support@circadify.com. We will try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within thirty (30) days of submission, you or Circadify may bring a formal proceeding.

14.3 Arbitration Agreement

PLEASE READ THIS SECTION CAREFULLY -- IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

You and Circadify agree that any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, or to the use of the Services (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction.

The arbitration will be conducted by JAMS under its applicable rules. The arbitration will be held in San Francisco, California, unless you and Circadify agree otherwise.

14.4 Class Action Waiver

YOU AND CIRCADIFY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Unless both you and Circadify agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.

14.5 Venue

For any matters not subject to arbitration, you agree that any litigation will be filed and conducted exclusively in the state or federal courts located in San Francisco County, California. You consent to personal jurisdiction and venue in such courts.

15. General Provisions

15.1 Entire Agreement

These Terms, together with our Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire agreement between you and Circadify concerning the Services.

15.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification or deletion shall not affect the validity and enforceability of the remaining provisions.

15.3 Waiver

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Circadify's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

15.4 Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without Circadify's prior written consent. Any attempt to assign or transfer these Terms without such consent will be null and void. Circadify may freely assign or transfer these Terms without restriction.

15.5 Force Majeure

Circadify shall not be liable for any failure or delay in performing its obligations where such failure or delay results from any cause beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

15.6 Notices

Any notices or other communications provided by Circadify under these Terms will be given by posting to the Services and/or by email. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

16. Contact Information

If you have any questions about these Terms of Service, please contact us at:

A.Y. Health Technologies Inc.
A Delaware corporation

Mailing Address:
447 Sutter St, Ste 506 - 1348
San Francisco, CA 94108

Email: support@circadify.com
Phone: 210-526-1305