XenME Terms of Use

These Terms of Use (“Terms”) are a legal agreement between you and Xenter, Inc. (“Xenter,” “we,” “us,” or “our”) governing your access to and use of the XenME mobile application and related services that let you (a) connect and aggregate certain of your health records, insurance and claims information, and wearable/fitness data, (b) receive results of diagnostic assessments your healthcare provider has arranged for Xenter to perform, and (c) share that information with people or organizations you choose (collectively, the “Services”).

By downloading, accessing, or using the Services, you agree to be bound by these Terms. If you do not agree, do not download, access, or use the Services.

Our collection and use of your personal information is described in the XenME Consumer Privacy Notice, available at xenter.io/xenme/privacy, and, if you are a Washington resident, the Washington Consumer Health Data Privacy Notice, available at xenter.io/consumer-health-privacy, (together, the “Privacy Notices”), and incorporated into these Terms by reference.

1. The Services

XenME allows you to:

• Connect to your healthcare providers, health plans, and health information networks, and pull copies of certain health, claims, and coverage records into one place;
• Connect wearable and fitness data platforms (such as Garmin Connect, Apple Health, and Whoop) so that certain data those platforms collect from your wearable devices — such as heart rate, sleep, and activity data — can be included in your combined record;
• Receive results of certain diagnostic assessments your healthcare provider has arranged for Xenter to perform, such as our Cognitive Assessment Program (see Section 2A); and
• Share your combined record with people or organizations you choose, such as by generating a shareable link, downloading a copy, or adding records to a digital wallet.

XenME organizes and displays certain information that originates from other sources. We do not independently verify the accuracy or completeness of information provided by your healthcare providers, health plans, health information networks, or connected wearable platforms, and we are not responsible for errors or omissions in that underlying data.

2. Eligibility and Accounts

• You must be at least 18 years old to create a XenME account. If you add or manage records for a minor child or other dependent, see Section 6 below.
• You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.
• You agree to provide accurate information when creating your account and to keep it up to date.
• You must notify us promptly at privacy@xenter.io if you suspect unauthorized use of your account.

2A. Diagnostic Assessment Results From Your Healthcare Provider

Some healthcare providers engage Xenter to perform a diagnostic assessment as part of your care — for example, our Cognitive Assessment Program, an EEG/ERP-based assessment for Alzheimer's, dementia, and concussion. If your provider permits us to, we may ask you to use XenME to receive your results, in addition to delivering them to your provider.

• This category of information is delivered to you under a Business Associate Agreement between Xenter and your ordering provider, and is governed by HIPAA and your provider's HIPAA Notice of Privacy Practices — see Section 10 (Privacy) and the XenME Consumer Privacy Notice for more detail.
• These results may reflect an actual clinical assessment and interpretation, but XenME's delivery of them to you does not create a treating relationship between you and Xenter or any interpreting clinician, and is not a substitute for discussing the results with your ordering provider.
• As Xenter's healthcare provider partners engage us for additional assessments in the future, results from those assessments may also be delivered to you through XenME under this same framework.

3. Connecting Data Sources and Third-Party Platforms

When you connect a healthcare provider, health plan, health information network, or wearable/fitness platform to XenME, you authorize us to retrieve certain information from that source on your behalf, consistent with the Privacy Notices and any consent screen presented to you at the time of connection.

• Each connected source (for example, Garmin Connect, Apple Health, or Whoop, or your provider's patient portal) has its own terms of service and privacy practices, which are not controlled by Xenter. You are responsible for complying with those third parties' terms.
• Xenter is not responsible for the availability, accuracy, or security of any third-party platform, or for any change a third party makes to its own API, terms, or data-sharing practices that affects your connection through XenME.
• You represent that you have the right to authorize XenME to access each data source you connect (for example, that a connected provider portal or wearable account is your own, or that of a dependent you are authorized to manage under Section 6).

4. Your Information and Your Responsibility for Accuracy

You grant Xenter a limited license to access, retrieve, combine, store, and display the information from the sources you connect, solely to provide the Services to you and as otherwise described in the Privacy Notices. You retain all rights in your information.

You are responsible for reviewing the information displayed in XenME for accuracy before relying on it or sharing it with others. Because XenME aggregates information from multiple third-party sources, it may be incomplete, outdated, or contain errors originating from those sources.

5. Sharing Your Information

XenME lets you share your combined health record with people or organizations you choose. When you do:

• You are solely responsible for deciding who to share your information with, and for verifying the identity and trustworthiness of the recipient;
• Once a recipient has accessed information you shared, Xenter no longer controls that copy, and the recipient's use thereof is governed by the recipient's own practices, not by these Terms or the Privacy Notices; and
• Xenter is not responsible for how a recipient uses, stores, or further discloses information you have chosen to share.

6. Family Members and Dependent Accounts

If you add or manage health information for a family member or dependent within your account, you represent that you have the legal authority to do so — for example, as the parent or legal guardian of a minor child, or as an authorized representative or holder of a healthcare power of attorney for an adult dependent. You are responsible for that individual's information within your account and for complying with these Terms on their behalf.

7. License to Use the App

Subject to your compliance with these Terms, Xenter grants you a limited, non-exclusive, non-transferable, revocable license to download and use the XenME app on a device you own or control, solely for your personal, non-commercial use.

This license does not include any right to: (a) sell, resell, rent, or lease the app; (b) reverse engineer, decompile, or disassemble the app, except to the extent applicable law prohibits this restriction; (c) remove or obscure any proprietary notices; or (d) use the app to build a competing product or service.

8. Acceptable Use

You agree not to:

• Use the Services to access, upload, or manage health information belonging to someone else without proper authorization;
• Interfere with or disrupt the integrity or performance of the Services, or attempt to gain unauthorized access to any system, account, or data;
• Use any automated means (bots, scrapers, etc.) to access the Services, except through interfaces we officially provide;
• Misrepresent your identity or your authority to connect a data source or manage a dependent's account; or
• Use the Services in a way that violates any applicable law, including laws governing health information privacy.

9. Intellectual Property

The Services, including all software, text, graphics, logos, and other content provided by Xenter (excluding information you connect or share through the Services), are owned by Xenter or its licensors and are protected by intellectual property laws.

“Xenter,” “XenFi,” “XMD, ‘ “XenME, ‘ “Physical Intelligence,” “Guru,” “Avara,” “Reveal,” “TechMed,” and others, along with any associated logos, are trademarks of Xenter, Inc. Nothing in these Terms grants you any right to use Xenter's trademarks without our prior written permission.

10. Privacy

Our collection, use, and disclosure of your personal information is described in the Privacy Notices. By using the Services, you acknowledge that you have reviewed the applicable Privacy Notice(s).

11. Third-Party Services and Links

The Services may contain links to, or integrations with, third-party websites, platforms, or services (including the wearable, provider, and health plan connections described in Section 3) that are not owned or controlled by Xenter. We are not responsible for the content, accuracy, or practices of any third-party service. Your use of any third-party service is subject to that third party's own terms and privacy practices.

12. Disclaimers of Warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Without limiting the foregoing, Xenter does not warrant that: (a) the Services will be uninterrupted, timely, secure, or error-free; (b) any connection to a healthcare provider, health plan, health information network, or wearable platform will remain available or function as expected; (c) information aggregated from third-party sources will be accurate, complete, or current; or (d) any defects will be corrected.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, XENTER AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF DATA, USE, GOODWILL, OR PROFITS, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, XENTER'S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID XENTER, IF ANY, FOR THE SERVICES IN THE 12 MONTHS BEFORE THE CLAIM AROSE, OR (B) $100.

Some jurisdictions do not allow certain limitations of liability, so some of the above limitations may not apply to you.

14. Indemnification

You agree to indemnify and hold harmless Xenter and its officers, directors, employees, and agents from any claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any third party's rights, including in connection with information you connect or share; or (d) your violation of applicable law.

15. Dispute Resolution; Arbitration Agreement; Class Action Waiver

• Informal Resolution: Before filing a claim, you agree to first contact us at legal@xenter.io and attempt to resolve the dispute informally for at least 30 days.
• Arbitration: Any dispute not resolved informally will be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules then in effect, rather than in court, except that either party may bring an individual claim in small claims court.
• Class Action Waiver: You and Xenter agree that any proceeding will be conducted only on an individual basis and not as part of a class, consolidated, or representative action.
• Opt-Out: You may opt out of this arbitration agreement by sending written notice to legal@xenter.io within 30 days of first accepting these Terms.

16. Governing Law

These Terms are governed by the laws of the State of Utah, without regard to its conflict-of-laws principles, except to the extent applicable law requires otherwise. Subject to Section 15, any dispute not subject to arbitration will be brought exclusively in the state or federal courts located in Utah, and you consent to personal jurisdiction there.

17. Term and Termination

These Terms remain in effect while you use the Services. You may stop using the Services and delete your account at any time, subject to applicable data retention requirements. We may suspend or terminate your access to the Services if you violate these Terms, or for any other reason with reasonable notice where required by law. Upon termination, the license granted in Section 7 ends, and Sections 4, 5, 9, 10, 12–16, and 20–22 survive.

18. Changes to These Terms

We may update these Terms from time to time. Changes will be reflected by updating the “Effective Date” above. For material changes, we will provide additional notice (such as by email or an in-app notice) where required by law. Your continued use of the Services after changes take effect constitutes acceptance of the updated Terms.

19. Additional App Store Terms

If Distributed Through Apple's App Store

• This agreement is between you and Xenter only, not Apple Inc. (“Apple”), and Apple is not responsible for the Services or their content.
• Apple has no obligation to provide maintenance or support for the Services.
• In the event of any failure of the Services to conform to an applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the app; to the maximum extent permitted by law, Apple has no other warranty obligation with respect to the Services.
• Apple is not responsible for addressing any claims relating to the Services, including product liability claims, claims that the Services fail to conform to legal or regulatory requirements, and claims arising under consumer protection or similar legislation.
• Apple is not responsible for the investigation, defense, settlement, or discharge of any third-party claim that the Services infringe that third party's intellectual property rights.
• You represent that you are not located in a country subject to a U.S. government embargo or designated as a “terrorist supporting” country, and that you are not on any U.S. government list of prohibited or restricted parties.
• You must comply with any applicable third-party agreements when using the Services (for example, your wireless data service agreement).
• Apple and Apple's subsidiaries are third-party beneficiaries of these Terms, and Apple has the right to enforce these Terms against you as a third-party beneficiary.

If Distributed Through Google Play

• Your use of the Services is also subject to Google Play's applicable terms of service, to the extent required by Google.

20. Export Control and Sanctions Compliance

You may not use or export the Services in violation of U.S. export control or sanctions laws. You represent that you are not located in, or a resident of, any country subject to a U.S. government embargo, and that you are not on any U.S. government restricted-party list.

21. Miscellaneous

• Entire Agreement: These Terms, together with the Privacy Notices, constitute the entire agreement between you and Xenter regarding the Services.
• Severability: If any provision of these Terms is found unenforceable, the remaining provisions will remain in full effect.
• No Waiver: Our failure to enforce any provision of these Terms is not a waiver of our right to do so later.
• Assignment: You may not assign these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
• No Third-Party Beneficiaries: Except as described in Section 19 (App Store Terms), these Terms do not create any third-party beneficiary rights.

22. Contact Information

Questions about these Terms can be directed to:

Xenter, Inc.

344 West 13800 South, Suite 400

Draper, Utah 84020, United States

Email: legal@xenter.io