TERMS OF SERVICE AGREEMENT
Last Updated: May 1, 2026
Welcome to the BellaVita AI Service. This document ("Terms of Service" or "Agreement") sets forth the legally binding terms and conditions that govern your access to and use of our proprietary software-as-a-service (SaaS) platform, including all related web and mobile applications (collectively referred to as the “Service”). References to “we,” “us,” and “our” denote Pazific Technologies LLC, d/b/a BellaVita AI. Your engagement with the Service, whether by accessing, registering an account, or actively using any part of it, signifies your definitive acceptance of and agreement to abide by these Terms.
CRITICAL NOTICE: PLEASE CAREFULLY REVIEW THESE TERMS OF SERVICE. YOUR CONTINUED USE OF THE SERVICE IS CONTINGENT UPON YOUR COMPLETE ACCEPTANCE OF THIS AGREEMENT, WHICH INCLUDES OUR Privacy Policy AND, IF APPLICABLE, OUR Business Associate Agreement (BAA). THESE EXTERNAL DOCUMENTS ARE HEREBY INCORPORATED BY REFERENCE AND FORM AN INTEGRAL PART OF THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THE PRIVACY POLICY, OR THE BAA, YOU ARE EXPRESSLY PROHIBITED FROM ACCESSING OR UTILIZING THE SERVICE. PARTICULAR ATTENTION SHOULD BE GIVEN TO THE SECTIONS ENTITLED “RESOLUTION OF DISPUTES” AND “WAIVER OF CLASS ACTIONS,” AS THESE PROVISIONS GOVERN THE MANNER IN WHICH ANY DISAGREEMENTS WITH US WILL BE SETTLED AND MATERIALLY AFFECT YOUR LEGAL ENTITLEMENTS.
When using the Service as a representative of a company, organization, or other legal entity, you affirm that you possess the full requisite authority to bind said entity and its affiliated parties to these Terms. In such context, references to “you” and “your” throughout this Agreement shall refer to the entity you represent.
We retain the right to unilaterally amend or revise these Terms, or to modify or cease providing the Service, at any time and without prior notification. Any such changes will become effective immediately upon their publication on the Service. The "Last Updated" date at the top of these Terms will reflect the most recent revision. Your ongoing engagement with the Service following the implementation of any modifications constitutes your conclusive acceptance of the revised Terms. If you do not concur with any updated Terms, your exclusive remedy is to cease all use of the Service.
Unless otherwise explicitly defined herein, capitalized terms used in this Agreement shall hold the meanings assigned to them in our Privacy Policy.
1. DEFINITIONS
The following capitalized terms shall have the meanings set forth below:
Aggregated Data: Data and information derived from your use of the Service, including Usage Data, which is compiled and presented in an aggregate and anonymized form. Aggregated Data does not identify you or any individual, and cannot be reasonably used to identify such.
Authorized User: means only You, the individual clinician who has purchased a subscription. You are assigned unique, non-transferable login credentials and are strictly prohibited from sharing these credentials with any other individual, including employees, contractors, or agents. You are solely responsible for all activity occurring under Your account.
User Credentials: User Credentials: Any combination of unique identifiers, authentication factors, or technologies used to verify the identity of an individual for access to the Service. This includes, without limitation: (i) knowledge factors (such as passwords, PINs, or security answers); (ii) possession factors (such as security tokens, YubiKeys, or one-time passcodes (OTP)); and (iii) inherence or device-based factors (such as biometric identifiers, Passkeys, or cryptographic keys generated by your hardware). You acknowledge that while the Service may support biometric authentication (e.g., FaceID or fingerprints), such sensitive biometric data is typically stored and processed locally on Your device and is not transmitted to or stored by Us.
BAA: Our Business Associate Agreement, which outlines our commitments regarding the privacy and security of Protected Health Information (PHI), incorporated by reference into these Terms.
Customer Content: Any information, data, audio, video, text, images, or other content, in any form or medium, that is uploaded, submitted, posted, or otherwise transmitted by You through the Service. Customer Content may include Protected Health Information (PHI).
De-identified Data: Health information that has been stripped of direct and indirect identifiers, in accordance with applicable legal standards (e.g., HIPAA de-identification methods), such that there is no reasonable basis to believe the information can be used to identify an individual.
Derived Content: The notes, summaries, or other information generated by the Service based on its processing of Customer Content.
Part 2 Data: Records of the identity, diagnosis, prognosis, or treatment of any patient which are maintained in connection with the performance of any program or activity relating to substance use disorder education, prevention, training, treatment, rehabilitation, or research, which is conducted, regulated, or directly or indirectly assisted by any department or agency of the United States pursuant to 42 CFR Part 2.
PHI (Protected Health Information): Has the meaning given to it under the Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations (“HIPAA”).
Privacy Policy: Our Privacy Policy, which describes how we collect, use, and disclose personal information, incorporated by reference into these Terms.
Service: Our proprietary software-as-a-service (SaaS) offering, accessible via web application and/or any related mobile applications, including all features and functionalities provided therein.
Service IP: The Service itself, its underlying software, all associated documentation, tutorials, guides, and any and all intellectual property provided to you in connection with the foregoing. Service IP includes, without limitation, all source code, databases, functionality, software, website designs, audio, video, text, graphics, Aggregated Data, and any information, data, or other content derived from our monitoring of your access to or use of the Service, as well as our trademarks, service marks, and logos. For the avoidance of doubt, Service IP does not include Customer Content.
Session Recordings: The audio and/or video recordings of sessions that you conduct and upload to the Service.
Sub-processor: Any third-party service provider or vendor engaged by Us that processes Customer Content (including PHI) in connection with the delivery of the Service.
Usage Data: Data that we collect in connection with our monitoring of the performance and use of the Service by you, including, without limitation, date and time of access, portions of the Service visited, frequency of access, and other usage and performance data, including any such data collected by our third-party service providers on our behalf.
2. ACCESS AND USE OF THE SERVICE
a. Right to Access. Conditioned upon your adherence to these Terms and the timely payment of all applicable fees, we extend to you a limited, non-exclusive, non-assignable, non-sublicensable, and revocable right to access and utilize the Service exclusively for your internal operational needs throughout your active subscription period. This right is personal to you as an individual clinician. You are strictly prohibited from granting access to the Service to any other person or allowing any third party to use your unique login credentials on your behalf. Any use of the Service must strictly conform to these Terms and HIPAA requirements for individual accountability.
b. Prohibited Conduct. You agree that you will not, and will not permit any third party to: i. Reproduce, adapt, modify, translate, or create derivative works of the Service, its underlying software, or associated documentation. ii. Distribute, rent, lease, lend, sell, sublicense, or otherwise make the Service available to any third party. iii. Attempt to reverse engineer, decompile, disassemble, or otherwise extract the source code or underlying ideas or algorithms of the Service. iv. Alter, obscure, or remove any proprietary notices (e.g., copyright or trademark) displayed on or within the Service. v. Use the Service for any unlawful purpose, in any way that violates applicable laws or regulations, or in a manner that infringes upon or misappropriates the intellectual property or other rights of any third party. vi. Introduce, transmit, or upload any viruses, worms, malware, or other malicious code or disruptive technology to the Service. vii. Utilize the Service to develop or provide a competing product or service. viii. Interfere with, disrupt, or bypass any security measures, integrity controls, or authentication mechanisms of the Service or its related systems.
c. Service Suspension. We reserve the right to temporarily suspend your access to all or any part of the Service (a "Service Suspension") if we reasonably determine that: (i) there is an actual or potential threat or attack on the Service IP; (ii) your use of the Service (A) disrupts or creates a security risk for the Service IP or for our other customers or vendors, or (B) involves fraudulent or illegal activities; (iii) continued provision of the Service to you is prohibited by applicable law; (iv) a third-party service provider on whom we rely has suspended or terminated our access to services or products necessary for your access to the Service; or (v) you fail to pay applicable fees when due. We will endeavor to provide you with prior written notice of any Service Suspension and updates regarding its resolution, and will use commercially reasonable efforts to restore Service access promptly after the underlying issue is resolved. You acknowledge that we shall not be liable for any damages, liabilities, losses (including data or profits), or other consequences incurred by you resulting from a Service Suspension.
3. ACCOUNTS AND SUBSCRIBER OBLIGATIONS
a. Account Registration. Access to and use of the Service necessitates account registration. During this process, You will be required to provide Your email address and establish a password (collectively, "Access Credentials"). You affirm that all registration information You provide is, and will remain, accurate, complete, and current, and You agree to promptly update any changes to maintain its precision.
b. Access Credential Security and HIPAA Compliance. Your Access Credentials must be maintained as confidential and secure.
i. Unique Credentials Required. You shall access the Service only via Your own unique, individual, and non-transferable Access Credentials. You are strictly prohibited from sharing Access Credentials with any other individual (including employees, contractors, or agents) or allowing multiple individuals to access the Service through a single account.
ii. Individual Accountability. You acknowledge that this prohibition is a critical safeguard for the HIPAA Security Rule’s Audit Control requirements. Any action taken within the Service under Your Access Credentials will be legally attributed to You.
iii. Notification of Breach. You agree to notify Us immediately, and in no event later than twenty-four (24) hours, upon becoming aware of any unauthorized access to Your account, any potential compromise of Your Access Credentials, or any suspected security incident involving PHI.
c. Responsibility for Authorized User. You bear sole responsibility for all actions, omissions, and any use or misuse of the Service that occurs under Your account. We reserve the right to disable or terminate Your Access Credentials immediately if, in Our sole discretion, We believe You have shared Your credentials or otherwise failed to adhere to these Terms.
d. Trial Period Integrity. You agree not to establish multiple accounts for the purpose of extending free trial periods or circumventing applicable fees. Any breach of this provision may lead to the immediate termination of all related accounts.
a. Trial Access. We may offer limited complimentary or reduced-cost trial access to the Service for evaluation purposes. During any such trial period, your access is strictly for assessing the Service's suitability for your needs. You are expressly prohibited from using the Service for any other purpose during a trial, including but not limited to competitive analysis or any commercial, professional, or for-profit activities beyond evaluation. We reserve the exclusive right to terminate your trial access to the Service at any time, for any reason, without prior notice. You may cancel your trial at any point during the trial period by notifying us in writing. Please be aware that during any trial period, we provide the Service without any warranties, indemnities, or support obligations, and we hold no liability for any harm or damage arising from or in connection with the Service. Your use of the Service during a trial is entirely at your own risk.
b. Subscription Purchase. To access the full range of Service features, a paid subscription ("Subscription") is required. We offer Subscriptions on a monthly or annual basis, with the applicable fee ("Subscription Fee") communicated to you at the time of purchase. We reserve the right, at our sole discretion, to introduce new fees or charges, or modify existing ones, at any time. All payments must be made in U.S. dollars.
c. Payment Processing. By purchasing a Subscription, you agree to remit all applicable Subscription Fees to us via our designated third-party payment processor. Any information you provide to this processor will be handled according to their privacy policy and terms of service. You are responsible for maintaining accurate, complete, and current payment and account information, and for promptly updating any changes (e.g., billing address, payment method, or expiration date). You must also promptly notify us if your payment method is compromised (e.g., lost or stolen) or if you become aware of a potential security breach.
d. Recurring Charges. You acknowledge that your Subscription includes an initial term and will automatically renew for successive periods at the then-current Subscription rate. You authorize us to charge your selected payment method for recurring Subscription Fees in advance, without further authorization, until you formally notify us of your intent to cancel your Subscription or change your payment method. You accept responsibility for all recurring charges incurred prior to cancellation, including any charges processed after your payment card's expiration date.
e. Cancellation. You may cancel your Subscription at any time through your account's billing settings within the Service, or by contacting us at support@bellavitaai.com. If you terminate your Subscription, you will retain access to the Service until the end of your then-current billing cycle, and your Subscription will not renew thereafter. Please note that all Subscription Fees paid are non-refundable. We may, at our discretion, immediately terminate or suspend your Subscription for any reason, including but not limited to your failure to pay applicable fees when due.
5. OWNERSHIP AND DATA RIGHTS
a. Service Intellectual Property. You acknowledge that, as solely between you and us, we possess and retain all rights, title, and interest, including all intellectual property rights, in and to the Service IP. Beyond the specific access and usage rights explicitly extended under these Terms, no provision herein shall be construed to grant, whether by implication, waiver, estoppel, or any other means, to you or any third party, any intellectual property rights or any other right, title, or interest in or to the Service IP.
b. Customer Content Ownership. As between you and us, you exclusively own all rights, title, and interest, including all intellectual property rights, in and to your Customer Content, which includes any Derived Content generated specifically for your use within the Service.
c. Customer Content License. You hereby grant us a non-exclusive, global, fully paid, royalty-free right and license to reproduce, process, utilize, store, modify (as necessary for technical operation), perform, display, and distribute your Customer Content. This license is granted strictly for the purpose of delivering the Service to you as outlined in these Terms. Any PHI contained within your Customer Content will be processed by us in strict accordance with our BAA. You bear sole accountability for the accuracy, integrity, and legality of your Customer Content. Should any provision of these Terms conflict with the BAA, the terms of the BAA shall govern exclusively concerning the processing of PHI.
d. Aggregated and Anonymized Data. Notwithstanding any other provision in these Terms, we reserve the right to monitor your utilization of the Service and to collect and compile Usage Data. Furthermore, we may derive Aggregated Data and De-identified Data from both Customer Content and Usage Data. As between you and us, all rights, title, and interest in Aggregated Data, De-identified Data, and Usage Data, along with all associated intellectual property rights, exclusively belong to and are retained by us. We may leverage such Aggregated Data and De-identified Data for our internal operational purposes, including, without limitation, to analyze, comprehend, and enhance the performance, features, and overall quality of the Service, to generate statistical and operational insights related to the delivery and functionality of the Service, and for other analytical objectives. You consent to our ability to make Aggregated Data and De-identified Data publicly accessible in compliance with all applicable laws, provided that such data does not identify you, your Customer Content, or your Confidential Information. For explicit clarity, we do not utilize your Customer Content, PHI, or any identified or de-identified data derived directly therefrom, for artificial intelligence model training.
6. DATA RETENTION AND DELETION
a. Customer Content Retention Configuration. You have the ability to configure specific retention settings for certain types of Customer Content within the Service. You may choose to either retain this content for the duration of your active Subscription, or to have it automatically deleted after a configurable period of time. It is your sole responsibility to manage these settings to align with your organization's data retention policies and legal obligations.
b. Session Recording Deletion. All Session Recordings uploaded to our Service are automatically and permanently deleted from our Service IP and infrastructure once the transcription process is successfully completed. We do not retain these recordings beyond the immediate need for transcription. In the event of a technical failure in the transcription process, all Session Recordings are subject to a mandatory "fail-safe" deletion within seven (7) days of upload, regardless of processing status.
c. Deletion from Backups. If you configure Customer Content to be deleted after a specified period, or upon termination of your Subscription, please be aware that while data is promptly removed from active Service environments, it may persist for a short additional period in associated backup systems.
d. Not a Permanent Repository. While the Service offers the option to retain certain Customer Content throughout your active Subscription, it is not designed to function as, nor should it be considered, a comprehensive or permanent long-term data archive or sole record-keeping system. You are responsible for independently backing up and archiving any Customer Content that requires long-term preservation or specific compliance-driven retention. We shall not be liable for any loss of Customer Content resulting from your reliance on the Service as a permanent repository or from your failure to maintain independent backups.
7. USER RESPONSIBILITIES AND REPRESENTATIONS
a. General Responsibilities. You bear full responsibility and liability for all utilization of the Service and its associated documentation resulting from access provided via Your Access Credentials. This responsibility applies regardless of whether such access or use was specifically authorized by You or whether it complies with or violates these Terms. Because the Service is licensed strictly for individual use, any access by a third party using Your credentials—whether an employee, contractor, or agent—shall be deemed a material breach of these Terms by You, and any actions taken by such third parties will be legally attributed to You.
b. Information Accuracy. You represent and warrant that all registration data and other information provided by you to us will be truthful, precise, current, and comprehensive, and you undertake to continuously uphold the accuracy of such information.
c. Patient Consent and PHI Handling. You represent and warrant that: i. You possess all requisite rights, licenses, and permissions to furnish us with, or to authorize our access to and use of, your Customer Content, including any Protected Health Information (PHI). ii. You have secured all essential and appropriate consents, permissions, and authorizations from patients and/or their legal guardians (collectively, "Consents") as mandated by all applicable laws and regulations concerning any PHI incorporated into Customer Content. This includes, without limitation, obtaining explicit written consents for recording patient visit sessions (Session Recordings) in accordance with the laws of the jurisdiction where the session occurs, including compliance with any "all-party consent" wiretapping or privacy statutes. iii. You will retain records of such Consents for the duration stipulated by applicable laws and regulations. You agree to provide us with copies of such Consents upon our reasonable request. iv. You shall not provide, submit, or otherwise process any Part 2 Data via the Service. You acknowledge and agree that the Service has not been engineered to handle Part 2 Data, and we expressly disclaim any and all liability that may arise from you processing of Part 2 Data through the Service.
d. Prohibited Activities. You agree not to: i. Utilize the Service for any illegal, fraudulent, or deceptive purposes, or in violation of any applicable local, state, federal, or international law or regulation. ii. Access or employ the Service to conduct market research for a competing business or for any commercial activity not explicitly approved by us. iii. Upload, post, transmit, or otherwise make available any content that: (A) infringes upon the intellectual property, privacy, or other proprietary rights of any third party; (B) constitutes unauthorized promotion or advertising; (C) is harmful, offensive, or objectionable; or (D) discloses sensitive personal information about another individual (excluding authorized patient PHI processed as part of the Service's intended use). iv. Misrepresent your identity or affiliation. v. Interfere with or circumvent any security measures, features, or protections within the Service. vi. Employ automated tools (e.g., spiders, robots, crawlers, data mining) to download or scrape data from the Service, except for compliant, non-commercial search engines and public archives. vii. Take any action that imposes an unreasonable or disproportionately large load on our technical infrastructure. viii. Disrupt the Service's proper operation through malicious code or unauthorized access (e.g., hacking, data mining).
e. Age Restriction. The Service is exclusively designed for users who have attained at least 18 years of age. Individuals under the age of 18 are expressly prohibited from using or registering for the Service. By engaging with the Service, you represent and warrant that you are at least 18 years old.
8. DISCLAIMERS AND LIMITATIONS OF LIABILITY
a. No Clinical Advice; Practitioner Responsibility. THE SERVICE, ALONG WITH ALL ITS FEATURES, CONTENT, AND ANY GENERATED DERIVED CONTENT, IS PROVIDED SOLELY AS A DIGITAL AID TO ASSIST QUALIFIED HEALTHCARE PRACTITIONERS IN THEIR DOCUMENTATION WORKFLOWS. IT IS CATEGORICALLY NOT INTENDED TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY MEDICAL CONDITION, NOR DOES IT SERVE AS A REPLACEMENT FOR PROFESSIONAL MEDICAL JUDGMENT, DIAGNOSIS, OR TREATMENT. WE DO NOT OFFER MEDICAL CONSULTATIONS OR CLINICAL SERVICES OF ANY KIND. YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR ALL CLINICAL DECISIONS, DIAGNOSES, TREATMENT PLANS, AND THE EXERCISE OF PROFESSIONAL JUDGMENT IN PATIENT CARE, IRRESPECTIVE OF ANY DERIVED CONTENT PROVIDED BY THE SERVICE. THE SERVICE, ITS CONTENT, AND DERIVED CONTENT ARE OFFERED FOR CONVENIENCE ONLY AND DO NOT ABSOLVE YOU OF THE OBLIGATION TO INDEPENDENTLY REVIEW AND VERIFY THE ACCURACY, COMPLETENESS, AND CLINICAL APPROPRIATENESS OF ALL INFORMATION AND DERIVED CONTENT. ANY ACTIONS, OMISSIONS, OR DECISIONS YOU MAKE BASED UPON THE SERVICE OR ITS DERIVED CONTENT ARE UNDERTAKEN AT YOUR OWN VOLITION AND SOLE RISK.
b. "AS IS" and "AS AVAILABLE" Provision. THE SERVICE, ITS ASSOCIATED CONTENT, AND ALL RELATED OFFERINGS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES REGARDING THE FOREGOING AND OTHERWISE IN CONNECTION WITH THESE TERMS. THIS INCLUDES, WITHOUT LIMITATION, ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ACCURACY, COMPLETENESS, TIMELINESS, UNINTERRUPTED OR ERROR-FREE OPERATION, AND ANY WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. IN JURISDICTIONS WHERE THE DISCLAIMER OF IMPLIED WARRANTIES IS NOT PERMITTED BY LAW, THE SCOPE AND DURATION OF SUCH WARRANTIES SHALL BE LIMITED TO THE MINIMUM ALLOWED BY SUCH LAW. WE OFFER NO GUARANTEES OR REPRESENTATIONS CONCERNING THE USE, PERFORMANCE, OR ANY COMPONENT OF THE SERVICE, NOR ANY DERIVED CONTENT PRODUCED THEREBY.
c. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE OR OUR AFFILIATES, OR OUR OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR OTHER INTANGIBLE LOSSES, ARISING FROM YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POTENTIAL FOR SUCH DAMAGES. NOTWITHSTANDING ANY CONTRARY PROVISION HEREIN, OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS OR DAMAGES ARISING UNDER OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICE, REGARDLESS OF THE FORM OF ACTION, SHALL IN NO INSTANCE EXCEED THE GREATER OF: (I) ONE HUNDRED AND FIFTY U.S. DOLLARS ($150 USD); OR (II) THE AGGREGATE AMOUNT PAID BY YOU TO US FOR THE SERVICE DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM. THIS LIMITATION WILL APPLY EVEN IF ANY REMEDY PROVIDED HEREIN FAILS OF ITS ESSENTIAL PURPOSE. NOTWITHSTANDING ANY CONTRARY PROVISION HEREIN, OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS OR DAMAGES ARISING UNDER OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICE, REGARDLESS OF THE FORM OF ACTION, SHALL IN NO INSTANCE EXCEED THE GREATER OF: (I) ONE HUNDRED AND FIFTY U.S. DOLLARS ($150 USD); (II) THE AGGREGATE AMOUNT PAID BY YOU TO US FOR THE SERVICE DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM; OR (III) NOTWITHSTANDING THE FOREGOING, IF A CLAIM ARISES SPECIFICALLY FROM A BREACH OF OUR OBLIGATIONS UNDER THE BAA, THE LIABILITY LIMITS SET FORTH IN THE BAA SHALL GOVERN TO THE EXTENT THEY CONFLICT WITH THIS SECTION.
d. No Liability for Part 2 Data. We disclaim any and all liability for any harm, damage, or loss incurred as a result of or in connection with your processing of any Part 2 Data through the Service.
9. INDEMNIFICATION
You undertake to indemnify, defend, and hold harmless [Your Company Name] Inc., its corporate affiliates, and each of their respective shareholders, members, officers, directors, employees, agents, and representatives (collectively, the “Indemnified Entities”) from and against any and all losses, damages, liabilities, costs, and expenses, including reasonable legal fees (collectively, “Costs”) sustained by any Indemnified Entity in connection with any third-party claim, demand, action, suit, or proceeding (each, a “Legal Action”) arising from or relating to:
(i) any breach of these Terms by you, including, without limitation, any violation of your representations and warranties set forth in Section 7 herein; (ii) your improper use of the Service, any Derived Content, or its underlying Customer Content; (iii) any act of negligence, gross negligence, willful misconduct, fraud, misrepresentation, or any breach of applicable law by you; or (iv) the infringement or violation by you of any third-party rights, including, but not limited to, intellectual property, proprietary, or privacy rights.
This indemnification obligation is contingent upon: (A) our timely notification to you of such Legal Action; (B) our provision to you, at your expense, of reasonable assistance and cooperation in the defense of such Legal Action; and (C) our granting you sole authority over the defense and resolution negotiations for such Legal Action. Notwithstanding this, you shall not settle or compromise any Legal Action that necessitates an admission of liability or payment by any Indemnified Entity without the express prior written consent of that Indemnified Entity.
10. FEEDBACK
We appreciate and encourage your input, including comments, suggestions, and ideas for enhancing the Service ("Feedback"). You understand and agree that any Feedback you submit to us shall not be deemed confidential. By providing Feedback, you, on behalf of yourself and your employees, contractors, and/or agents, irrevocably assign to us all right, title, and interest in such Feedback. This grants us the unfettered right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform, and publicly display any ideas, know-how, concepts, techniques, or other intellectual property rights embedded within your Feedback, for any purpose whatsoever, without any obligation of attribution or compensation to you or any third party. While we value all Feedback, we are under no obligation to utilize any submitted Feedback. You represent and warrant that all Feedback you provide is either original to you or that you possess all necessary rights and licenses to submit it, and that you have the full authority to grant us the rights outlined herein concerning such Feedback.
11. EXTERNAL SITES
The Service may include features or functionalities that provide links or direct you to third-party websites or digital resources (referred to as “External Sites”). These connections are furnished exclusively for your convenience. We do not review, endorse, or assume responsibility for the content, accuracy, privacy practices, or any other aspect of such External Sites, nor for any issues or damages that may arise from your interaction with them. Should you have any concerns regarding an External Site, you must directly contact its administrator or webmaster. It is your sole responsibility to exercise caution and employ appropriate security measures, such as virus protection software, when downloading materials from any website, including External Sites, to safeguard your computer systems from malicious programs. Your decision to navigate to and utilize any linked External Sites is entirely at your own risk.
12. JURISDICTIONAL COMPLIANCE
The Service is operated and based within the United States. We make no representation or warranty that the Service is accessible or suitable for use in locations outside of the United States. If you choose to access the Service from outside the United States, you do so entirely at your own initiative and risk. Regardless of your geographic location, you are solely responsible for adhering to all laws, regulations, and ordinances of your specific jurisdiction concerning your use of the Service.
13. TERM AND TERMINATION
a. Term. These Terms shall remain in full force and effect for as long as you utilize the Service or maintain an active registered account with the Service.
b. Our Right to Terminate. We reserve the unequivocal right, exercisable in our sole discretion and without prior notice or incurring any liability to you, to suspend or deny access to and use of the Service (including, but not limited to, blocking specific IP addresses) to any individual or entity. Such action may be taken for any reason or no reason at all, including, without limitation, for any breach of a representation, warranty, or covenant contained within these Terms or any violation of applicable law or regulation. Furthermore, we may cease your use of or participation in the Service at any time, at our sole discretion, and without prior warning.
c. Suspension or Termination for Non-Payment or Extended Inactivity. Your account may be suspended or terminated if you fail to remit applicable fees by their due date, following the provision of reasonable notice and a designated grace period. Additionally, we retain the right to terminate your account if it exhibits a prolonged period of inactivity (e.g., six (6) months without any recorded login activity), provided we issue reasonable prior notification to your registered email address.
d. Consequences of Termination. Upon the termination of your account or cessation of your access to the Service for any reason whatsoever: (i) all rights and licenses extended to you under these Terms will immediately expire and be extinguished; (ii) your ability to access the Service will be revoked; and (iii) you must immediately discontinue all use of the Service. Should your account be terminated due to a breach of these Terms, you are expressly barred from registering or establishing a new account using your own name, any fictitious or borrowed name, or the name of any third party, even if acting as their representative. Beyond the termination or suspension of your account, we reserve the right to pursue all appropriate legal remedies, including, but not limited to, seeking civil, criminal, and injunctive relief.
e. Post-Termination Survival. Any provisions within these Terms that, by their inherent nature, are intended to endure beyond the termination of this agreement shall indeed survive termination. This includes, without limitation, clauses pertaining to ownership, warranty disclaimers, indemnification, and limitations of liability.
14. SERVICE ALTERATIONS AND AVAILABILITY
We retain the unequivocal right to amend, alter, or remove any content or features of the Service at any time, for any reason, solely at our discretion and without prior notification. Notwithstanding this, we are under no obligation to keep any information on the Service current or updated. You acknowledge that we shall not be held liable to you or any third party for any adjustment, pricing alteration, suspension, or termination of the Service.
We cannot assure uninterrupted access to the Service. The Service may encounter technical issues, including hardware, software, or other operational problems, or require scheduled or unscheduled maintenance, which could lead to interruptions, delays, or errors in its functionality. We explicitly reserve the right to modify, revise, update, suspend, cease operation of, or otherwise change the Service at any point, for any reason, without providing you with prior notice. You agree that we bear no liability whatsoever for any loss, damage, or inconvenience you may experience due to your inability to access or utilize the Service during any period of downtime or its eventual discontinuance. Furthermore, nothing contained within these Terms shall be interpreted as obligating us to continually maintain and support the Service or to furnish any corrections, updates, or new releases in connection therewith.
15. GOVERNING LAW
These Terms, along with your engagement with the Service, shall be governed by and interpreted in accordance with the statutes of the State of Florida, disregarding any principles of conflicts of law.
a. Mandatory Arbitration. Any controversy, claim, or dispute (a “Contention”) that arises from or is connected to these Terms, the Service, or its related offerings shall be definitively and solely settled through binding arbitration. YOU HEREBY ACKNOWLEDGE THAT, ABSENT THIS ARBITRATION CLAUSE, YOU WOULD POSSESS THE RIGHT TO INITIATE A LAWSUIT IN A COURT OF LAW AND TO A TRIAL BY JURY. The arbitration process will be initiated and conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA"), and, when pertinent, the AAA's Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which can be found at www.adr.org. Your individual arbitration expenses and your portion of the arbitrator's remuneration will adhere to the AAA Consumer Rules. Arbitration proceedings may occur in person, through document submission, via telephone, or online. The arbitrator shall render a written decision, but is not obligated to furnish a statement of reasons unless specifically requested by either Party. The arbitrator is bound to apply the governing law, and any award may be contested if the arbitrator deviates from such law. Unless otherwise stipulated by applicable AAA rules or governing law, the arbitration hearing shall occur in the State of Florida. Except as expressly stated otherwise within these Terms, the Parties are permitted to seek judicial intervention solely for the purpose of compelling arbitration, requesting a stay of court proceedings pending arbitration, or confirming, amending, vacating, or entering judgment on the award issued by the arbitrator.
b. Exclusions from Arbitration. Despite the foregoing, either Party reserves the right to pursue an individual claim in a small claims court, provided such action falls within that court's jurisdictional limits. Additionally, either Party may seek injunctive relief or other equitable remedies from a court of appropriate jurisdiction to avert the actual or imminent infringement, misappropriation, or violation of its intellectual property rights, including copyrights, trademarks, trade secrets, or patents.
c. Waiver of Class Actions. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL CONTENTIONS SHALL BE ADJUDICATED SOLELY ON AN INDIVIDUAL BASIS BETWEEN THE PARTIES, AND NOT AS PART OF ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING. This explicitly signifies your agreement to relinquish any right to initiate, be a named party in, or otherwise participate in any class action, collective action, consolidated action, or representative action against us related to your use of the Service or these Terms.
d. Limitation on Filing Period. Under no circumstances shall any Contention initiated by either Party concerning the Service or these Terms be commenced more than one (1) year subsequent to the accrual of the cause of action. Should any part of this provision be deemed unlawful or unenforceable, then neither Party shall opt to arbitrate any Contention that falls within the invalidated portion, and such Contention shall instead be resolved by a court of competent jurisdiction located in the State of Delaware.
These Terms, in conjunction with our Privacy Policy and any applicable Business Associate Agreement (BAA), represent the complete and exclusive understanding between you and us concerning your utilization of the Service. Our omission to exercise or enforce any right or stipulation contained within these Terms shall not be interpreted as a relinquishment of that right or stipulation. These Terms shall be effective to the maximum extent permitted by governing law. We reserve the right to transfer or delegate any or all of our rights and obligations under these Terms to any other party at any time. We shall not be held accountable or liable for any loss, damage, delay, or failure to perform directly resulting from circumstances or causes beyond our reasonable control. Should any clause or a portion of any clause of these Terms be determined to be unlawful, invalid, or unenforceable by a court of competent jurisdiction, such clause or part thereof shall be considered severable from these Terms, and its invalidity shall not impact the validity or enforceability of the remaining provisions. No joint venture, partnership, employment relationship, or agency arrangement is created between you and us by virtue of these Terms or your use of the Service.
All formal notices to the Company must be sent to the email address listed in the "Contact Information" section. To be effective, any notice sent via physical mail must also be sent via email on the same day. Notices shall be deemed received: (i) one (1) business day after email transmission; or (ii) five (5) business days after being deposited in the U.S. Mail (Certified, Return Receipt Requested), provided that the sender can produce a corresponding email delivery receipt.
If you have any questions or concerns regarding the Service or these legal documents (including the Website Terms of Use, Terms of Service, Privacy Policy, or Business Associate Agreement), please contact the Company. For the fastest response, please contact us via email. All formal notices or inquiries should be directed to:
Email: legal@bellavitaai.com
Attn: Privacy & Compliance Officer
Entity: Pazific Technologies LLC d/b/a BellaVita AI
Mailing Address: 7901 4th St N STE 300, St. Petersburg, FL 33702