Terms of Service

Welcome to Aurelia Vitals, Inc. (“Company,” “we,” “us,” or “our”), a Delaware corporation with its principal place of business at 4200 San Jacinto St, Houston, TX 77004. These Terms of Service (“Terms”) govern your access to and use of our website located at phirahealth.com (the “Site”), our Phira mobile application (the “App”), the servers used by the application, the computer files stored on such servers, the Phira wearable device (the “Device”), and any related services, features and content offered by the Company (collectively, “Phira” or the “Services”). By accessing or using the Services, you agree to be bound by these Terms.

NOTE: Depending on where you live, you may have rights under applicable local laws that cannot be waived. Nothing in this Agreement limits any such rights under those laws.

In addition to these Terms, the following terms apply and form part of your contract with us https://www.phirahealth.com/legal/privacy-policy (“Privacy Policy”). By accepting this agreement, you affirm that you: (a) have read this Agreement and agree to abide by its terms and the other terms incorporated into it by reference; and (b) have reviewed and consent to the Privacy Policy; (c) agree not to use the respective service or content for any other purposes than those described in these Terms.

1. Who can access Phira

1.1   You are at least 13 years old (16 for European Economic Area and United Kingdom residents). 

1.2   We do not knowingly permit use of the Services by, or collect personal information from, anyone under 13 (16 for European Economic Area and United Kingdom residents).

1.3   If you are between 13 years old (16 for European Economic Area and United Kingdom residents) and the age of majority in your jurisdiction, a parent or legal guardian has reviewed and accepted these Terms on your behalf, and consents to your use of the Services. We may take steps to verify this at our discretion.

1.4   Some of the App functions are limited for users that are younger than 18.

1.5   If you are at least the age of majority in your jurisdiction, you are accepting these Terms on your own behalf.

1.6   If you do not meet these requirements, please discontinue use of the Services immediately.

1.7   If you are aware of anyone that does not comply with these limitations, please contact us at contact@phirahealth.com, and we will take the necessary steps to delete or terminate their account.

2. App, Features and Content are not intended to provide medical advice, diagnosis, or treatment

2.1  THE COMPANY IS NOT A LICENSED MEDICAL CARE PROVIDER AND THE APP IS NOT INTENDED TO REPLACE PROFESSIONAL MEDICAL ADVICE OR DIAGNOSE, TREAT OR MANAGE ANY ILLNESS OR MEDICAL CONDITION, OR SERVE AS A BIRTH CONTROL METHOD OR CONTRACEPTION. PLEASE CONSULT WITH A LICENSED PHYSICIAN OR OTHER QUALIFIED HEALTHCARE PROVIDER BEFORE MAKING ANY DECISIONS OR TAKING ANY ACTIONS THAT MAY AFFECT YOUR HEALTH AND SAFETY OR THAT OF YOUR FAMILY OR FOETUS. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ IN CONNECTION WITH THE APP. ALWAYS CONSULT WITH YOUR HEALTHCARE PROFESSIONAL IF YOU HAVE ANY QUESTIONS OR CONCERNS ABOUT YOUR HEALTH OR CONDITION OR EXPERIENCE ANY CHANGES IN YOUR CONDITION OR HEALTH STATUS. IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL EMERGENCY SERVICES OR GO TO THE NEAREST OPEN EMERGENCY ROOM IMMEDIATELY.

2.2  WE DISCLAIM LIABILITY FOR ANY ERRORS OR OMISSIONS, OR FOR UNINTENDED TECHNICAL INACCURACIES, OR TYPOGRAPHICAL ERRORS IN THE PROVIDED MATERIALS, AS WELL AS ANY VIOLATION OF ANY ETHICAL OR MORAL STANDARDS APPLICABLE IN YOUR COMMUNITY TO SEXUAL EDUCATION AND RELATED MATERIALS. 

2.3   SOME TRANSLATIONS ON THE APP OR SITE ARE POWERED BY MACHINE LEARNING AND ARTIFICIAL INTELLIGENCE. PHIRA DISCLAIMS ALL WARRANTIES RELATED TO THE TRANSLATIONS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, RELIABILITY, AND ANY IMPLIED WARRANTIES FOR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

3. Registration and eligibility

3.1   To use the App, you may be required to create or update an account (“Account”) and will be asked to provide certain personal information, which may include your name, birth date, and e-mail address. 

3.2   All information provided during Account creation must be accurate. You will update that information promptly after it changes.

3.3   This information will be held and used in accordance with our privacy policy, which can be found at https://www.phirahealth.com/legal/privacy-policy (“Privacy Policy”).

3.4   Phira reserves the right to deny the creation of any Account or limit the availability to users under the age of 18 of certain content in the App, in its sole discretion.

4. Your use of the Services

4.1   Any content you submit through the Services is governed by the Privacy Policy https://www.phirahealth.com/legal/privacy-policy. If you submit a question or response, you are solely responsible for your own communications, the consequences of posting those communications, and your reliance on any communications found in the public areas. The Company and its licensors are not responsible for the consequences of any communications in the public areas. In cases where you feel threatened or you believe someone else is in danger, you should contact your local law enforcement agency immediately. If you think you may have a medical emergency, call your doctor or emergency services immediately. As a condition of using the Services, you agree not to use the Services for any purpose that is prohibited by this Agreement. You are responsible for all of your activity in connection with the Services and you shall abide by all local, state, national, and international laws and regulations and any applicable regulatory codes.

4.2   You agree that if you take any of the following actions, you will be materially breaching this Agreement, and you agree that you SHALL NOT:

4.2.1        resell, rent, lease, loan, sublicense, distribute, or otherwise transfer rights to the Services;

4.2.2        modify, reverse engineer, decompile or disassemble the Services;

4.2.3        copy, adapt, alter, modify, translate, or create derivative works of the Services without the written authorization of the Company;

4.2.4        permit other individuals to use the Services, including but not limited to shared use via a network connection, except under the terms of this Agreement;

4.2.5        circumvent or disable any technological features or measures in the Services for protection of intellectual property rights;

4.2.6        attempt to interfere with the security, integrity, or proper functioning of the Services or associated hardware;

4.2.7        use the Services in an attempt to, or in conjunction with, any device, program, or service designed to circumvent technological measures employed to control access to, or the rights in, a content file or other work protected by the copyright laws of any jurisdiction;

4.2.8        use or access the Services to compile data in a manner that is used or usable by a competitive product or service;

4.2.9        use your Account to advertise, solicit, or transmit any commercial advertisements, including chain letters, junk e-mail or repetitive messages to anyone;

4.2.10      use your Account to engage in any illegal conduct;

4.2.11      upload or transmit any communications that infringe or violate the rights of any party;

4.2.12      upload media of any kind that contain expressions of hate, abuse, offensive images or conduct, obscenity, pornography, sexually explicit or any material that could give rise to any civil or criminal liability under applicable law or regulations or that otherwise may be in conflict with this Agreement, and the Company’s Privacy Policy; 

4.2.13      any material that contains software viruses or any other computer code, files or programs that is malicious, technologically harmful or designed to interrupt, destroy or limit the functionality of any computer software, website or the Services;

4.2.14      use the predicted fertile windows or ovulation estimates as a form of birth control or to facilitate conception; 

4.2.15      use data, content, or features from the App and the website to diagnose, treat, or mitigate any health conditions;

4.2.16      engage in data mining, “scraping,” or any other automated means to harvest data from the Services;

4.2.17      Reverse engineering, decompiling, or attempting to extract the source code of the App or firmware associated with the Phira device, except to the extent such restriction is prohibited by applicable law;

4.2.18      Using the Services to make decisions about, or take adverse action against, any other individual based on inferred health or reproductive status.

4.3   Any such forbidden use shall immediately terminate your license to use the Services. Phira is granting you permission to use the Services, but with the condition that you use it in accordance with the Agreement. If you violate these Terms by engaging in a forbidden use, the permission granted you to use the Services will be revoked, and you will no longer be authorized to use it.

4.4   If you purchase or use a Phira device, you additionally agree to any device-specific warranty, safety, and use instructions provided with the device or in the App. The device is intended for the specific placement and use described in our instructions; use outside those parameters may affect accuracy and is at your own risk.

5. Export and Sanctions Compliance

5.1   The Services and software that supports it may be subject to export and re-export control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”), and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State. 

5.2   You represent and warrant that you are (1) not located in any country or region that is subject to government embargo, and (2) are not a denied party as specified in the regulations listed above.

5.3   You agree to comply with all export laws and regulations to ensure that neither the App nor any technical data related thereto nor any direct product or products derived from or based on such technology received from Phira under these Terms thereof is exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.

6. Limited License to the App

6.1   We grant you a personal, worldwide, revocable, non-transferable and non-exclusive license to access and use the App for personal and non-commercial purposes in accordance with the terms of this Agreement. You may not copy, store, modify, distribute, transmit, perform, reproduce, publish, license, create derivative works from, transfer or sell any text, graphics, logos and other source-identifying symbols, designs, icons, images, or other information, software or code obtained from the Services without prior express written permission from the Company which may be withheld for any or no reason. You further agree not to download, display or use any content that is provided by the Company or its licensors located on the App for use in any publications, in public performances, on websites other than the App for any other commercial purpose, in connection with products or services that are not those of the Company, in any other manner that is likely to cause confusion among consumers, that disparages or discredits the Company and/or its licensors, that dilutes the strength of the Company or its licensor's property, or that otherwise infringes the Company or its licensors’ intellectual property rights. You further agree to in no other way misuse any content published by the Company or third-party content that appears on the App.

6.2   All rights, title, and interest in and to the Services not expressly granted in this Agreement are reserved by Phira. If you wish to use the Company’s software, title, trade name, trademark, service mark, logo, domain name and/or any other identification with notable brand features or other content owned by the Company, you must obtain written permission from the Company. Permission requests may be sent to contact@phirahealth.com. You represent and warrant that you are (1) not located in any country or region that is subject to government embargo, and (2) are not a denied party as specified in the regulations listed above.

6.3   Members of the press and media may quote, excerpt, and reference content from the Site for news reporting, commentary, and editorial purposes without prior written permission, provided that (a) any such use is limited to brief excerpts reasonably necessary for the journalistic purpose, (b) the source is clearly credited as “Phira” or “Aurelia Vitals, Inc.,” and (c) the use does not imply our endorsement of any third party or product. This exception does not extend to bulk reproduction, republication of entire pages or articles, or use of our trademarks or logos in a manner suggesting affiliation or endorsement without separate permission.

6.4   To avoid any doubt, the Company owns all the text, images, photos, audio, video, location data, software, code, and all other forms of data or communication that the Company creates and makes available in connection with the Services, including but not limited to visual interfaces, interactive features, graphics, design, compilation of User Content (as defined below), and the compilation of aggregate user review ratings and all other elements and components of the Services, excluding User Content (collectively referred to herein as the “Company’s Content”). Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the App, website and the Company’s Content are retained by us.

7. License to User Content

7.1   The App enables you to input personal notes, post or upload content, submit content and log certain information into the App (“User Content”). You retain all rights to such User Content that you post, share, or log in the App.
By providing your User Content to the App, you (a) grant the Company a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, exploit, modify, publicly display, publicly perform, create derivative works from, incorporate it into other works, change, reformat, and distribute your User Content in connection with providing and operating the App and related services and/or for the Company’s promotional purposes (for example, by displaying on our website, within the App, in social media, on any website or platform in the internet as we may deem appropriate), subject to the Privacy Policy; and (b) you agree to indemnify the Company and its affiliates, directors, officers, and employees and hold them harmless from any and all claims and expenses, including attorneys’ fees, arising from the User Content and/or your failure to comply with the terms described in this Agreement.

7.2   The Company reserves the right to review all User Content prior to submission to the App and to remove any content or media for any reason, at any time, without prior notice, at our sole discretion.

8. Use at your own risk

8.1   Our goal is to help make certain health-related information more readily available and useful to you. However, the App cannot and does not guarantee health-related improvements or outcomes.

8.2   Your use of the App and any information, predictions, or suggestions provided in the App are at your sole risk. We make no representation or warranty of any kind as to the accuracy of data, information, estimates, and predictions that we may provide to you through the App and you agree and understand that the App is not intended to match or serve the same purpose as a medical or scientific device or healthcare provider.

9. Use by minors disclaimer

9.1   THE INFORMATION WITHIN THE APP DOES NOT INCITE, INDUCE OR OTHERWISE PROMOTE ANY SEXUAL BEHAVIOR OR ACTIVITY AMONG MINORS AND DOES NOT DIRECT THE CONTENT OF COMMUNICATION TO ANY PARTICULAR PERSON. ALL INFORMATION PROVIDED WITHIN THE APP IS FOR GENERAL EDUCATIONAL PURPOSES ONLY.

9.2   We carefully examine the materials that we make available via the App to people between 13 and 17 in order to avoid any inappropriate or harmful content. We fully understand that moral and ethical rules might differ from country to country in defining what information related to sexuality is accessible to minors.

9.3   We neither intend nor knowingly publish sexually explicit content, or content that otherwise might qualify as harmful to minors or juveniles under applicable law. We make reasonable efforts to ensure that all materials provided by us on the App are based on facts only and are scientifically accurate.

Please be aware that individual ethical views on what is offensive or harmful to minors may vary from the requirements set for content that may be made available to minors under applicable law. 

10. Subscriptions, billing and cancellations

10.1   Subscriptions. We may offer you the opportunity to purchase subscriptions that provide access to certain content, products or services for a specified period of time. Subscriptions continue indefinitely. We charge you on-going fees automatically on a regular basis until cancelled. We explain the on-going fees, the billing frequency and how to cancel before you purchase. DELETING THE PHIRA APP DOES NOT CANCEL YOUR SUBSCRIPTION. Even if the app is gone from your phone, you will still be charged. To stop being charged, you need to cancel your subscription separately with Phira.

10.2   Certain content, products or services included in subscription may change from time to time, as we introduce new features, develop our existing offering and sometimes retire features that aren't working out as planned. The features and content contained in the App may differ by country, language, relevant store, version or device. By accessing Phira you agree that your purchases are not contingent on the provision of any future functionality or features, or dependent on any oral or written public statements, and comments made by Phira regarding such functionality or features.

10.3   The App is available via the third-party platform operators, such as Apple App Store, Google Play Store and others. Therefore, when you make a purchase, you may additionally enter into a separate contract with the respective third-party service provider providing your app store, whose terms and conditions may apply. Depending on the respective third-party service provider’s terms and conditions, you may need to exercise your rights of cancellation, refunds and revocation with these service providers.

10.4   Billing. You may purchase the subscription on a recurring basis disclosed to you prior to your purchase directly from Phira or through a third party by paying a subscription fee plus applicable taxes in advance.

10.5   Trial. Some of our subscriptions may include a trial period, where you can experience the application for a specified period at no cost or at a reduced price (“Trial”).  Trials automatically convert to a paid subscription when the trial ends. To avoid being charged, you must cancel before the trial expires. PLEASE REVIEW ALL APPLICABLE TERMS CAREFULLY BEFORE YOU SIGN UP FOR TRIAL OR SUBSCRIPTION.

10.6  Price and tax changes. Phira may from time to time make changes to subscription, including recurring subscription fees and will communicate any price changes to you in advance. Where your subscription was purchased through a third-party platform (such as the Apple App Store, Google Play Store or others), we may deliver this notice through the functionality of that platform, in accordance with their policies. Price changes will take effect at the start of the next subscription period following the date of the price change and, by continuing to use the subscription after the price change takes effect, you will have accepted the new price. If you don’t agree to a price change, you can reject the change by unsubscribing from the applicable subscription prior to the price change going into effect.
If we discover an error in the price of items you have purchased, we will contact you. You will have the option of either reconfirming your order at the correct price or canceling it. If we are unable to contact you, your purchase will be automatically cancelled.
Tax rates or other fees are based on the rates applicable at the time of your monthly charge. These amounts can change over time with local tax requirements in your country, state, territory, county, or city. Any change in tax rate will be automatically applied based on the account information you provide.

10.7   Automatic renewal. Your payment to Phira or the third party through which you purchased the subscription will automatically renew at the end of the applicable subscription period, unless you cancel your subscription before the end of the then-current subscription period.

10.8   CANCELLATION AND REFUNDS. Your cancellation method depends on where you originally purchased your subscription - directly with Phira or through a third-party app store or marketplace. If you are unsure, or if you have any problems with cancellation, check your purchase confirmation email or contact us at contact@phirahealth.com. 

10.9   Subscriptions purchased through an App Store. If you purchased your subscription through a third-party app store or marketplace (each, an “App Store”), such as the Apple App Store, Google Play Store, or any other platform through which Phira subscriptions are made available, the following applies:

  • Your billing relationship is directly with the App Store, not with Phira.

  • Subscription fees are billed by the App Store using the payment method associated with your App Store account.

  • All cancellation and refund requests must be submitted directly to the relevant App Store in accordance with its policies.

  • Phira does not process, manage, or issue cancellations or refunds for App Store subscriptions.

  • Where this Agreement conflicts with the App Store's terms regarding purchase, billing, cancellation, or refunds, the respective APP STORE'S TERMS WILL GOVERN.

10.10  Subscriptions purchased directly from Phira. If you purchased your subscription directly through Phira - including purchases made through an app-to-web flow as an alternative to App Store payments - your billing relationship is with Phira. To avoid being charged for the next billing period, you must cancel at least 72 hours before your current subscription period renews. You can cancel your subscription in any of the following ways: 

  • Contact us. Reach out to our support team at contact@phirahealth.com and provide the email address associated with your Phira account. 

  • Cancel by email. Send the following to our support team via email contact@phirahealth.com

    Subject: cancel subscription

    To the Phira support team,

    I hereby give notice that I cancel my subscription.

    The email I used to register my account: [your email address]

10.11  Promotional offers. From time to time, you may have the opportunity to purchase a subscription in the form of Promotional offer. Promotional offers may be for new users only and/or not be valid for all users and are only available for a limited time. Other restrictions may apply. After the promotional period, subscription automatically continues at the then-current regular price (subject to change), unless cancelled, plus applicable taxes.

10.12  In addition to any other rights granted to Phira herein, Phira reserves the right to suspend or terminate this Agreement and your access to the Services if your account becomes delinquent due to non-payment or failure of your submitted payment method. You will continue to be charged the Service fees for the Service for thirty (30) days during any period of suspension. If you or Phira initiates termination of this Agreement, you will be obligated to pay the balance due on your account. You agree that Phira may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees. Phira reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that Phira has no obligation to retain User Content and that such User Content may be irretrievably deleted if your account is thirty (30) days or more delinquent.

11. Passwords

11.1   You are responsible for taking all reasonable steps to ensure that no unauthorized person shall have access to your App passwords or account. It is your sole responsibility to (1) control the dissemination and use of sign-in name, screen name and passwords; (2) authorize, monitor, and control access to and use of your App account and password; (3) promptly inform the Company if you believe your account or password has been compromised or if there is any other reason you need to deactivate a password.
Send us an email at contact@phirahealth.com. 

11.2   You grant the Company and all other persons or entities involved in the operation of the App the right to transmit, monitor, retrieve, store, and use your information in connection with the operation of the App. You further acknowledge and agree that the App and account are designed and intended for personal use on an individual basis and you should not share your account and/or password details with another individual. The Company cannot and does not assume any responsibility or liability for any information you submit, or your or third parties’ use or misuse of information transmitted or received arising from the using the App, and shall not be responsible for any losses arising out of the unauthorized use of your account or information resulting from you not following these rules.

12. Warranty disclaimer

12.1   The Company controls and operates the App from various locations and makes no representation that the App is appropriate or available for use in all locations. The App or certain features of it may not be available in your location or may vary across locations.

12.2   THE APP IS PROVIDED “AS IS”, “AS AVAILABLE” AND IS PROVIDED WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, SAVE TO THE EXTENT REQUIRED BY LAW. NEITHER THE COMPANY, NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, REPRESENTATIVES, SUPPLIERS, PARTNERS, ADVERTISERS OR CONTENT PROVIDERS WARRANTS, AND EACH OF THEM HEREBY EXPRESSLY DISCLAIMS, THAT: (A) THE APP WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE APP IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (D) THE RESULTS OF USING THE APP WILL MEET YOUR REQUIREMENTS. OR (E) THE ACCURACY, RELIABILITY, OR COMPLETENESS OF THE CONTENT, TEXT, IMAGES, SOFTWARE, GRAPHICS, OR COMMUNICATIONS PROVIDED BY THIRD PARTIES ON OR THROUGH THE APP. YOUR USE OF THE APP IS SOLELY AT YOUR OWN RISK. SOME STATES, COUNTRIES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

13. Limitation of liability

13.1   IN NO EVENT SHALL THE COMPANY OR ANY OF ITS OFFICERS, DIRECTORS, AGENTS, AFFILIATES, EMPLOYEES, REPRESENTATIVES, SUPPLIERS, PARTNERS, ADVERTISERS, OR DATA PROVIDERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA) WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), EQUITY OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR MISUSE OF THIS APP. IN NO EVENT WILL THE COMPANY’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE APP EXCEED THE AMOUNTS YOU HAVE PAID TO THE COMPANY FOR USE OF THE APP. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. NONE OF THE COMPANY OR ANY OF ITS OFFICERS, DIRECTORS, AGENTS, AFFILIATES, EMPLOYEES, REPRESENTATIVES, SUPPLIERS, PARTNERS, ADVERTISERS, OR CONTENT PROVIDERS, OR ANY THIRD PARTIES MENTIONED ON THE APP SHALL BE LIABLE FOR ANY PERSONAL INJURY, INCLUDING DEATH, CAUSED BY YOUR USE OR MISUSE OF THE APP.  THE LAWS OF SOME STATES / COUNTRIES IMPOSE RESTRICTIONS ON LIMITING LIABILITY. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS OUR LIABILITY TO YOU WHERE IT WOULD BE UNLAWFUL TO DO SO. WHERE ANY PROVISION IS EXPRESSED TO EXCLUDE OR LIMIT LIABILITY TO A GREATER EXTENT THAN PERMITTED BY APPLICABLE LAW, THAT PROVISION SHALL BE DEEMED TO ONLY EXCLUDE OR LIMIT OUR LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

14. Use of mobile devices

14.1   Please note that your carrier’s normal rates and fees, such as text messaging and data charges, will still apply if you are using the App on a mobile device.

15. Third-Party Services and links

15.1   The App may give you access to links to third-party websites, apps, or other products or services (“Third Party Services”). The Company does not control Third Party Services in any manner and, accordingly, the Company is not responsible for the privacy practices or terms of service of such Third Party Services and does not assume any liability associated with such Third Party Services. Your linking to or use of any Third Party Services other than the App is at your own risk. The Company's inclusion of links to Third Party Services does not imply any endorsement of any kind by the Company of the material located on or linked to by such Third Party Services and should not be deemed as such by any user of the App. The Company disclaims any responsibility for the products or services offered or the information contained on any Third Party Services. You need to take appropriate steps to determine whether accessing a Third Party Service is appropriate, including protecting your personal information and privacy in using any such Third Party Services and complying with relevant agreements.

16. Your feedback

16.1   We welcome your feedback about the App. Unless otherwise expressly declared, any communications you send to us or publish in app stores are deemed to be submitted on a non-confidential basis. You agree that we may decide to publicize such contents at our own discretion. You agree to authorize us to make use of such contents for free, and revise, modify, adjust and change it contextually, or make any other changes, in each case as we deem appropriate.

17. Enforcement rights

17.1   We are not obligated to monitor access or use of the App. However, we reserve the right to do so for purposes of operating and maintaining the App, ensuring your compliance with this Agreement, and complying with applicable legal requirements. We may disclose unlawful conduct to law enforcement authorities, and pursuant to valid legal process, we may cooperate with law enforcement authorities to prosecute users who violate the law.

17.2   We reserve the right (but are not required) to remove or disable any content posted to the App or access to the App at any time, in each case without notice and at our sole discretion if we determine in our sole discretion that your content or use of the App is objectionable or in violation this Agreement.
We may refuse service, close Accounts, and change eligibility requirements at any time.
The Company has no liability or responsibility to users of the App or any other person or entity for performance or nonperformance of the aforementioned activities.

18. Maintenance and updates

18.1   From time to time, it may become necessary to change, expand, upgrade and improve the App to ensure it is functioning properly. We may also, at any time, cease to continue operating part or all of the App or selectively disable certain features of the App. Your use of the App does not entitle you to the continued provision or availability of the App.

18.2   Any modification or elimination of the App or any particular features will be done in our sole and absolute discretion and without an ongoing obligation or liability to you.

18.3   We may indefinitely suspend, or discontinue online access to content associated with Phira at any time, including for service deprecations, maintenance services, or upgrades, without prior notice or liability. We may also discontinue offering certain content or features. For any content or features that use online servers, we make no commitment to continue to make those servers available.

19. Indemnity

19.1   You agree to defend, indemnify, and hold the Company, its officers, directors, employees, agents, affiliates, representatives, licensors, suppliers, partners, advertisers and content providers, harmless from and against any claims, actions, demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, arising out of or resulting from, or alleged to result from, your violation of this Agreement.

20. Dispute resolution and arbitration

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH US AND LIMITS THE MANNER IN WHICH YOU MAY SEEK RELIEF FROM US.

a. ARBITRATION: To the fullest extent permitted under applicable law and in the interest of resolving disputes between you and Phira in an expedient and cost-effective manner, you and Phira agree that any dispute, claim or controversy arising out of or relating to this Agreement (collectively, “Disputes”) shall be settled by binding individual arbitration under the Consumer Arbitration Rules of the American Arbitration Association (the “AAA Rules”) then in effect, except as modified in this Agreement. The AAA Rules and filing forms are available online at www.adr.org.

b. SMALL CLAIMS COURT: As an alternative to arbitration, you and Phira each retain the right to bring any Dispute in any small claims court with jurisdiction over the Dispute.

c. PLACE OF ARBITRATION/ CONDUCT OF HEARING(S): If you reside in the United States, then the place of the arbitration shall be, at your option, either (a) the state where you reside, or (b) New Castle County, Delaware. If you reside outside the United States, then the Arbitrator shall determine the place of arbitration based on the factors stated in the AAA Rules. Regardless of the place of arbitration, the Company agrees that any required arbitration hearing(s) may be conducted, at your option, by phone or video conference rather than in person. The arbitration may also be decided solely on the submission of documents to the Arbitrator, if you and Phira both so agree (which agreement must be made in writing and provided to the Arbitrator). The procedural law applicable to the conduct of the arbitration shall be the law of the place of arbitration and the AAA Rules. The Federal Arbitration Act shall govern all arbitration proceedings (and any related and/or resulting court proceedings) in the United States.

d. NOTICE OF DISPUTE/ INFORMAL SETTLEMENT EFFORTS: At least 30 days prior to initiating an arbitration, you and Phira each agree to notify the other party of the dispute in writing (the “Notice of Dispute”) and attempt in good faith to negotiate an informal resolution. You must send your Notice of Dispute to: Aurelia Vitals Inc., 4200 San Jacinto St, Houston, TX 77004. Phira will send any Notice of Dispute to the email address associated with your Account. A Notice of Dispute must include: the name of the person bringing the Dispute and that person’s preferred contact information, a brief description of the dispute, and the relief sought. If you and Phira are unable to resolve the dispute within the 30-day period, only then may either party commence arbitration by filing a written Demand for Arbitration (see www.adr.org) with the American Arbitration Association and providing a copy to the other party as specified in the AAA Rules. 

e. ARBITRATION FEES AND COSTS: Your share of administrative fees and arbitrator fees and costs (collectively, “Arbitration Costs”) shall be governed by the AAA Rules. Either party may request the Arbitrator to award the requesting party some or all of its attorneys’ fees and costs (in addition to some or all of its Arbitration Costs) upon proving that the other party has asserted a claim, cross-claim, or defense that is groundless in fact or law, brought in bad faith or for the purpose of harassment, or is otherwise frivolous, pursuant to applicable law and the AAA Rules.

f. FORM, EFFECT, AND SCOPE OF ARBITRATION AWARD: The Arbitrator’s judgment and award shall be final, binding and enforceable, subject to review only in accordance with applicable law governing the enforcement and annulment of arbitration awards. Judgment on the Award may be entered in any court with proper jurisdiction, pursuant to applicable law. The Arbitrator may award any relief allowed by law or the AAA Rules, but declaratory or injunctive relief may be awarded only on an individual basis to the extent necessary to provide relief warranted by the claimant’s individual claim.

g. ARBITRATION OPT-OUT: You can decline this agreement to arbitrate by sending a written communication to Aurelia Vitals Inc., 4200 San Jacinto St, Houston, TX 77004, postmarked within 30 days after first accepting this Agreement. Your written communication must provide your name and the email address associated with your Account and must state that you decline this arbitration agreement.

h. CHANGES: If the Company changes this Section after the date you last accepted this Agreement (or accepted any subsequent changes to this Agreement), you may reject that change by sending us written notice to Aurelia Vitals Inc., 4200 San Jacinto St, Houston, TX 77004, postmarked within 30 days of the date on which the change is effective. Rejecting a change, however, does not revoke or alter your prior consent to any earlier agreement to arbitrate any Dispute between you and the Company (or your prior consent to any subsequent changes thereto), which will remain in effect and enforceable as to any Dispute between you and the Company.

i. COURT PROCEEDINGS: Consistent with the AAA Rules and applicable law, nothing in this Section will be deemed to waive, preclude, or otherwise limit the right of either party to (i) bring an individual action in small claims court, where such court has jurisdiction over the Dispute; (ii) seek injunctive or interim relief from a court with jurisdiction to provide such relief; (iii) seek aid in support of the arbitration under applicable law; or (iv) seek to enforce or vacate (in whole or in part) the award under applicable law. If applicable law does not allow the arbitration of Disputes under this Agreement, then either you or the Company may instead commence dispute resolution proceedings in any court that has jurisdiction over the Dispute, and where venue is proper, subject to the terms of this Agreement.

j. IN ADDITION, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AND THE COMPANY UNCONDITIONALLY WAIVE ANY RESPECTIVE RIGHTS TO A JURY TRIAL.

k. ADDITIONAL PROVISIONS APPLICABLE TO ALL DISPUTE RESOLUTION: The following additional provisions are applicable to the resolution of all Disputes, to the fullest extent allowed by applicable law, regardless of whether brought in arbitration, court, or any other type of formal dispute resolution proceeding:

l. Time Limitation: Any Dispute shall be time-barred unless the party asserting the Dispute commences formal dispute resolution proceedings within one (1) year after the basis for such Dispute became known or should have become known to the party asserting the Dispute, provided, however, that the one-year period shall be deemed suspended during any informal settlement discussions following the receipt of a Notice of Dispute by any party pursuant to Section (d) above.

(ii) NO CLASS OR REPRESENTATIVE ACTIONS OR PROCEEDINGS: TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AND THE COMPANY AGREE THAT EACH MAY BRING DISPUTES 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. 

(iii) No Consolidation: You and the Company acknowledge and agree that, to the fullest extent permitted by law, we are each waiving the right to participate in a consolidated proceeding.

21. Notice and takedown procedures

21.1   If you believe any materials accessible on or from the App infringe your copyright, you may request removal of those materials (or access thereto) from this App by contacting Phira and providing the following information:

21.1.1      Identification of the copyrighted work that you believe to be infringed. Please describe the work, and, where possible, include a copy or the location of an authorized version of the work.

21.1.2      Identification of the material that you believe to be infringing and its location. Please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material.

21.1.3      Your name, address, telephone number and (if available) e-mail address.

21.1.4      A statement that you have a good faith belief that the complained use of the materials is not authorized by the copyright owner, its agent, or the law.

21.1.5      A statement that the information that you have supplied is accurate, and indicating that “under penalty of perjury,” you are the copyright owner or are authorized to act on the copyright owner’s behalf.

21.1.6      A signature or the electronic equivalent from the copyright holder or authorized representative.

In an effort to protect the rights of copyright owners, the Company maintains a policy for the termination, in appropriate circumstances, of subscribers and account holders of the App who are repeat infringers.

22. Governing Law

22.1   To the fullest extent permitted pursuant to applicable law, this Agreement shall be governed by the laws of the State of Delaware, U.S.A. (to the exclusion of its conflict of law rules).

22.2   We may modify this Agreement from time to time if we think it is necessary (e.g. for legal reasons or to reflect changes in the App, website). If we materially change the Agreement, we will make the update Agreement available online and make reasonable efforts to tell you about it (e.g. by sending you a notice). Any translation from the English version is provided for your convenience only. In the event of any difference in meaning or interpretation between the English language version of these Terms, and any translation, the English language version will prevail. The original English text shall be the sole legally binding version.

22.3   Once we change the Agreement, it will become legally binding on you thirty (30) days after we post it online. During that period, you are welcome to contact us at contact@phirahealth.com if you have specific questions about the changes. If you do not agree to those changes (regardless of whether you email us), then unfortunately we need to ask you to cease using the App, and accessing the Site.

22.4   If you don’t agree to the new terms, you should stop using our services. Your continued use of the services after the effective date of an updated version of the Agreement will indicate your acceptance of the Agreement as modified.

22.5   Successors and Assigns. This agreement ensures the benefit of the parties, including any of our successors in interest. We have the right to assign our rights and obligations under this agreement to any affiliates or to any Aurelia Vitals, Inc. entity.

22.6   Severability. If for any reason an arbitrator, an arbitral or other tribunal, or a court of competent jurisdiction finds any provision of this Agreement, or any portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of this Agreement, and the remainder of this Agreement shall continue in full force and effect. A printed version of this Agreement shall be admissible in arbitral, judicial or administrative proceedings.

22.7   No waiver by the Company of any term or condition set forth in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision.

22.8   Upon termination of this Agreement, all provisions of this Agreement that by their nature, should survive termination, shall survive termination, including, without limitation, the provisions on dispute resolution and arbitration, all ownership provisions, warranty disclaimers, and limitations of liability.

23. Questions, complaints and comments

23.1   If you have any comments or questions on any part of the App or any part of these Terms of Service, require support, or have any claims, please contact us at 

Aurelia Vitals, Inc.
4200 San Jacinto St, Houston, TX 77004
Email: contact@phirahealth.com

23.2   When you contact us, we expect our staff to be polite and respectful. We expect the same of you. If you are rude to or abuse or threaten our staff we may restrict you to contacting us by email or refuse to support you any further. If your behavior suggests a risk to our staff, our community or our business we may suspend your account and escalate the matter to law enforcement.