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TERMS OF SERVICE

ASANTE HEALTH, INC.

Effective Date: July 14, 2026   |   Version: 1.0

PLEASE READ THESE TERMS CAREFULLY. Section 21 (Dispute Resolution and Binding Arbitration) contains a binding arbitration provision and a class action waiver that affect your legal rights. You may opt out of arbitration within 30 days as described in that Section. Sections 17 and 18 limit our liability to you.

1. Acceptance of These Terms

These Terms of Service (the “Terms”) form a binding agreement between you (“you” or “User”) and Asante Health, Inc. (“Asante Health,” “we,” “us,” or “our”) governing your access to and use of the Asante Health mobile application, websites, and related services (collectively, the “Services”). By creating an account, accessing, or using the Services, you agree to these Terms, our Privacy Policy, our Consumer Health Data Privacy Policy, and our Medical Disclaimer and AI Coaching Informed Consent, each of which is incorporated by reference. If you do not agree, do not use the Services.

You may also be asked to accept additional acknowledgments or consents within the application before using certain features. Those acknowledgments supplement these Terms.

2. Beta Release; Pre-Release Software

The Services are currently offered as a limited, pre-release “beta” version made available to a restricted group of early users for evaluation and feedback. The Services may contain errors, may be incomplete, may change or be discontinued at any time, and are provided without any commitment to continued availability. You should not rely on the Services as your sole source of health, fitness, nutrition, or recovery information during the beta period.

Certain features described in these Terms, including Care Team connection and the exchange of information with your providers, may not be available during the beta period. Provisions that govern a feature apply when that feature is made available to you.

3. Definitions

  • “Content” means text, data, images, recommendations, educational materials, and other materials available through the Services.
  • “User Content” means information you submit to or generate through the Services, including profile data, self-reported health information, activity and device data, nutrition logs, sleep data, messages, and feedback.
  • “Health Information” means User Content that relates to your physical or mental health, conditions, treatments, or care.
  • “AI Features” means features that use artificial intelligence, machine learning, or algorithmic models to generate educational content, coaching prompts, summaries, or readiness indicators.
  • “Care Team” means the surgeons, physicians, therapists, other clinicians, and caregivers that you choose to connect to or designate within the Services.

4. Description of the Services

Asante Health provides a surgical prehabilitation and wellness engagement platform that may include educational content, wellness and activity coaching, nutrition guidance, recovery support, progress tracking, a surgical readiness indicator, AI-assisted educational content, and optional care navigation and Care Team connection features. The Services are intended to support and engage you and, where you choose, to share information with your Care Team. The Services are not a substitute for professional medical care.

5. Not Medical Advice; No Provider-Patient Relationship

Educational and Wellness Purpose. The Services, including any readiness indicator, score, recommendation, or AI-generated output, are provided for general informational, educational, and wellness purposes only. They do not constitute medical advice, diagnosis, or treatment, and they do not establish a physician-patient, therapist-patient, or other provider-patient relationship between you and Asante Health. The Services are intended for general wellness purposes and are not intended for use in the diagnosis of disease or other conditions, or in the cure, mitigation, treatment, or prevention of disease.

Consult Your Clinician. Always seek the advice of your physician, surgeon, therapist, or other qualified health provider with any questions about a medical condition, a surgical procedure, or before beginning, modifying, or stopping any exercise, nutrition, medication, or treatment program. Never disregard or delay seeking professional medical advice because of something you accessed through the Services.

No Reliance for Clinical Decisions. Clinical decisions, including diagnosis, treatment, surgical planning, and medication management, are the sole responsibility of you and your licensed providers. Asante Health does not practice medicine and does not provide clinical services.

6. Emergencies

THE SERVICES ARE NOT DESIGNED FOR EMERGENCIES. If you are experiencing a medical emergency, call 911 or your local emergency number, or go to the nearest emergency department immediately. Do not use the Services to request emergency care, and do not rely on the Services to contact emergency responders or your Care Team in an emergency.

7. Eligibility and Accounts

Eligibility. You must be at least 18 years old and able to form a binding contract to use the Services. By using the Services, you represent that you meet these requirements. The Services are not directed to children, and we do not knowingly collect information from anyone under 18.

Account Information. You agree to provide accurate, current, and complete information and to keep it updated. Inaccurate health information may reduce the usefulness or safety of the Services.

Account Security. You are responsible for safeguarding your credentials and for all activity under your account. Notify us promptly at the contact below if you suspect unauthorized use.

8. AI Features and Limitations

The Services use AI Features to generate educational content, coaching prompts, summaries, and a surgical readiness indicator. You acknowledge and agree that:

  • AI-generated outputs may be incomplete, inaccurate, outdated, or not appropriate for your specific circumstances;
  • AI outputs are educational and advisory only and are not medical advice or a directive to take or refrain from any action;
  • You should independently verify any AI output with a qualified professional before relying on it; and
  • We may use human reviewers and quality-assurance processes to review interactions for safety, quality, and improvement of the Services, consistent with our Privacy Policy.

A more detailed explanation of the AI Features, their limitations, and the human oversight applied to them is provided in the Medical Disclaimer and AI Coaching Informed Consent.

9. Your Content and Health Information

Ownership. As between you and Asante Health, you retain ownership of your User Content. You grant Asante Health a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, display, and use your User Content as necessary to operate, secure, and improve the Services and to provide features you request, including Care Team connection if you opt in. Any use of User Content to train or improve artificial intelligence models is limited to de-identified information as described in our Privacy Policy.

De-Identified Data. We may create de-identified and aggregated information from User Content and use it as described in our Privacy Policy, including for research, analytics, product development, and the training and improvement of our models. De-identified information is processed so that it cannot reasonably be used to identify you. Our use of consumer health data, and your related rights and consents, are described in our Consumer Health Data Privacy Policy.

Accuracy. You are responsible for the accuracy of the User Content you submit. Do not submit another person’s health information unless you are authorized to do so.

10. Connected Devices and Third-Party Integrations

The Services may let you connect wearable devices, health data sources, and third-party services such as meal or nutrition providers. Those third parties are independent and are governed by their own terms and privacy practices. We are not responsible for third-party products, services, data accuracy, or acts or omissions. Your use of a connected device or integration is at your own risk and may be subject to that third party’s separate authorization.

11. Care Navigation and Provider Information

The Services may surface educational information about providers, facilities, or programs as part of care navigation. This information is provided for your convenience and education only. Asante Health does not recommend or endorse any particular provider, facility, or course of treatment, and the presentation of any provider is not a referral. You are free to choose any provider you wish, and any decision to seek care from a provider is solely yours and your Care Team’s.

No Steering for Compensation. Asante Health does not condition the educational information it presents on any payment from a provider in exchange for directing or steering you to that provider. If Asante Health has any financial relationship with a provider, facility, or vendor that could reasonably be expected to influence information presented to you, we will disclose that relationship in the Services. 

12. Subscriptions, Fees, and Auto-Renewal

Beta Period. The Services are expected to be provided free of charge during the beta period. We will provide notice before introducing fees.

Future Paid Plans. If we offer paid subscriptions, the following will apply. Subscriptions renew automatically for the stated period until cancelled. Before you are charged, we will disclose the price, billing frequency, renewal terms, and cancellation method, and obtain your affirmative consent. You may cancel at any time through the method disclosed at sign-up or through your account settings, and cancellation will take effect at the end of the current billing period. We will provide any renewal and cancellation notices required by applicable law, including the federal Restore Online Shoppers’ Confidence Act and state automatic-renewal laws such as the California Automatic Renewal Law.

13. Prohibited Conduct

You agree not to: (a) use the Services for any unlawful, harmful, or fraudulent purpose; (b) misrepresent your identity or submit false health information; (c) interfere with or disrupt the Services or attempt to gain unauthorized access; (d) reverse engineer, decompile, or attempt to extract source code or models except as permitted by law; (e) scrape, harvest, or use automated means to access the Services; (f) use the Services to provide medical advice to others or to make clinical decisions for any person; or (g) infringe the rights of others or upload unlawful or infringing content.

14. Intellectual Property

The Services, including all software, algorithms, models, the surgical readiness indicator and its methodology, content, designs, trademarks, and logos, are owned by Asante Health or its licensors and are protected by intellectual property laws. Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable license to use the Services for your personal, non-commercial use. No other rights are granted. “Asante Health” and related marks may not be used without our prior written permission.

15. Feedback

If you provide suggestions or feedback about the Services, you grant Asante Health a perpetual, irrevocable, royalty-free, worldwide license to use that feedback for any purpose without obligation to you.

16. Research and De-Identified Data

You may be invited to participate in voluntary research, registries, outcomes studies, or quality-improvement activities. Participation is optional and subject to a separate consent presented at the time. Our use of de-identified information for research, analytics, and model development is described in the Privacy Policy and Consumer Health Data Privacy Policy.

17. Disclaimer of Warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT ANY OUTPUT WILL BE ACCURATE OR COMPLETE, OR THAT THE SERVICES WILL ACHIEVE ANY PARTICULAR HEALTH, FITNESS, OR RECOVERY OUTCOME. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

18. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, ASANTE HEALTH AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, DATA, OR GOODWILL, ARISING FROM OR RELATING TO THE SERVICES. EXCEPT FOR LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, OUR TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO US FOR THE SERVICES IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

Nothing in these Terms limits or excludes liability for: (a) death or personal injury caused by negligence; (b) gross negligence, fraud, or willful misconduct; or (c) any other liability that cannot be limited or excluded under applicable law. Because some jurisdictions do not allow certain limitations, some of the above may not apply to you.

19. Indemnification

You agree to indemnify and hold harmless Asante Health from third-party claims arising out of your misuse of the Services, your violation of these Terms, your violation of law, or your infringement of the rights of a third party, except to the extent caused by Asante Health’s own negligence or willful misconduct.

20. Term and Termination

These Terms apply while you use the Services. You may stop using the Services and delete your account at any time. We may suspend or terminate your access at any time, with or without notice, including if we discontinue the beta or believe you have violated these Terms. Sections that by their nature should survive termination will survive, including Sections 9, 14, 15, 17, 18, 19, 21, and 22.

21. Dispute Resolution and Binding Arbitration

Informal Resolution. Before filing a claim, you agree to try to resolve the dispute informally by contacting us at the address below and allowing 60 days to resolve it.

Binding Arbitration. Except as set out below, any dispute arising out of or relating to these Terms or the Services will be resolved by binding individual arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules. The arbitration will be conducted by videoconference or other remote means or, if an in-person hearing is required, in the county where you reside or another location the parties agree on, and judgment on the award may be entered in any court of competent jurisdiction. These Terms affect interstate commerce, and the Federal Arbitration Act governs the interpretation and enforcement of this Section.

Class Action Waiver. You and Asante Health agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any class, collective, or representative proceeding. The arbitrator may not consolidate more than one person’s claims.

Mass Arbitration. If 25 or more similar arbitration demands are filed by or with the assistance of the same or coordinated counsel, the demands will be administered in staged batches to promote efficiency, and applicable filing and hearing schedules will be adjusted accordingly.

Exceptions. Either party may bring an individual claim in small-claims court, and either party may seek injunctive relief in court to protect intellectual property or confidential information.

30-Day Opt-Out. You may opt out of this arbitration provision by sending written notice to the contact below within 30 days after you first accept these Terms, stating your name, the email associated with your account, and a clear statement that you opt out of arbitration. Opting out will not affect any other part of these Terms.

22. Governing Law and Venue

These Terms are governed by the laws of the State of Florida, without regard to its conflict-of-laws rules. Subject to Section 21, the state and federal courts located in Hillsborough County, Florida have exclusive jurisdiction over any dispute not subject to arbitration, and you consent to that jurisdiction and venue.

23. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will provide notice through the Services or by other reasonable means and update the Effective Date. Your continued use of the Services after the changes take effect constitutes acceptance of the updated Terms. Any material change to Section 21 will not apply to a dispute that arose before the change took effect.

24. Miscellaneous

Entire Agreement; Precedence. These Terms, together with the Privacy Policy, Consumer Health Data Privacy Policy, and Medical Disclaimer and AI Coaching Informed Consent, are the entire agreement between you and Asante Health regarding the Services. If there is a conflict, the document most specific to the feature in question controls for that feature.

Severability. If any provision is found unenforceable, the remaining provisions remain in effect.

Assignment. You may not assign these Terms without our consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

Force Majeure. We are not liable for delays or failures caused by events beyond our reasonable control.

Notices. We may provide notices through the Services or by email. You may contact us as set out below.

25. Contact

Asante Health, Inc.