Terms of Use

These Terms of Use ("Terms") govern your access to and use of Todai Health's websites, applications, beta programs, platform features, content, communications, and related services (collectively, the "Services").

Todai Health provides structured peer support and educational tools for people living with diabetes and, over time, other chronic conditions. Todai Health is not a medical provider, telehealth provider, therapy service, emergency service, or substitute for professional medical care.

By accessing or using the Services, creating an account, applying for a beta program, participating as a Member or Care Mentor, or otherwise using Todai Health, you agree to these Terms.

If you do not agree to these Terms, do not use the Services.

"Todai Health," "we," "us," and "our" refer to Todai Health, Inc. and its authorized affiliates, officers, directors, employees, contractors, service providers, and agents.

"You" means the person accessing or using the Services. If you access the Services on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

Todai Health provides peer support, educational content, self-management tools, and related technology. We do not provide medical advice, diagnosis, treatment, clinical monitoring, emergency response, or medical decision-making.

Care Mentors are peers with lived experience. They are not acting as your doctor, nurse, therapist, dietitian, pharmacist, emergency responder, or licensed clinician through Todai Health unless Todai Health separately states otherwise in a written, legally reviewed agreement.

You should always consult your physician or qualified health provider for medical questions, symptoms, medication decisions, treatment changes, diagnosis, or urgent concerns.

If you are in a medical emergency, call 911 or your local emergency number immediately. If you are in emotional crisis or considering self-harm in the US or Canada, call or text 988.

Do not delay seeking medical care because of anything you read, receive, or discuss through Todai Health.

To use the Services, you must:

• Be at least 18 years old, or the age of legal majority in your jurisdiction, whichever is higher.
• Be able to enter into a binding agreement.
• Provide accurate information when applying, registering, or participating.
• Use the Services only in a jurisdiction where Todai Health makes them available.

Current beta participation is intended for adults in the United States and Canada who are comfortable using the Services in English. Additional eligibility criteria may apply to Members, Care Mentors, research participants, partner-referred users, or future programs.

We may accept, reject, waitlist, suspend, or remove participants from a beta program where needed for safety, capacity, eligibility, legal, or operational reasons.

Members

Members are people who use Todai Health for peer support, educational tools, self-management features, and related services.

Members are responsible for deciding what information they share, participating respectfully, keeping their account secure, and seeking professional care when needed.

Care Mentors

Care Mentors are trained peers who provide non-clinical support based on lived experience. Care Mentors must follow Todai Health's training, role boundaries, safety protocols, privacy rules, and community standards.

Care Mentors may not provide medical advice, diagnose, treat, prescribe, recommend medication changes, interpret symptoms medically, or hold themselves out as a medical provider through Todai Health.

Partners

Partner organizations may refer individuals, co-create educational materials, support beta recruitment, or collaborate with Todai Health under separate written agreements. Partner participation does not make Todai Health a medical provider or give partners access to Member data without proper authorization.

Some Services may be offered as beta, pilot, pre-release, or test features. Beta features may be incomplete, unstable, changed, paused, or discontinued at any time.

By participating in a beta program, you understand that:

• Participation is voluntary.
• The product may change during or after the program.
• Feedback may be collected to improve the Services.
• Beta participation does not guarantee future access, compensation, employment, continued mentor opportunities, or a paid role.
• Declining optional beta features or feedback requests should not affect your standard access unless the beta itself is the only available program.

If separate beta consent, research consent, recording consent, or privacy notices are presented, those terms also apply.

You may need an account to access certain Services. You agree to:

• Provide accurate, current, and complete account information.
• Keep your login credentials confidential.
• Not share, sell, transfer, or assign your account.
• Notify us promptly if you believe your account has been compromised.
• Be responsible for activity that occurs under your account, except where caused by Todai Health's own security failure.

We may require identity, eligibility, or role verification before allowing access to certain features, beta programs, mentor activities, payments, or sensitive data.

Todai Health is designed to support conversations about lived experience, habits, emotional burden, practical routines, goals, and day-to-day self-management.

The Services are not designed for:

• Medical diagnosis or treatment.
• Medication instructions or changes.
• Emergency intervention.
• Therapy or mental health crisis care.
• Clinical monitoring.
• Replacing a physician, therapist, diabetes educator, dietitian, pharmacist, or care team.

If a conversation moves outside peer-support boundaries, Todai Health or a Care Mentor may redirect you to a qualified clinician, emergency service, crisis resource, or other appropriate support.

Todai Health may use AI-assisted tools to support the Services. These tools may help with session preparation, mentor prompts, safety signals, summaries, content organization, quality review, or operational workflows.

AI features are support tools only. They do not make medical decisions, provide medical advice, replace human judgment, or replace your care team.

AI outputs may be incomplete, inaccurate, delayed, or inappropriate for your situation. You should not rely on AI-generated content for medical decisions.

Where required, Todai Health will provide additional notices or consent flows for AI transcription, summarization, safety flagging, research use, or other sensitive processing.

Todai Health may support video, audio, chat, notes, session summaries, or other session-related features.

If Todai Health records audio or video sessions, transcribes sessions, or uses session content for AI-assisted summaries or safety review, we will provide notice and obtain consent where required by law and by our policies.

You may not record, copy, screenshot, distribute, publish, or share a session, transcript, summary, mentor content, Member content, or other participant information outside the Services unless:

• All participants have given proper consent;
• Todai Health has authorized it in writing where required; and
• The sharing complies with law and these Terms.

Session summaries are educational and continuity tools. They are not medical records, clinical documentation, diagnoses, or treatment plans.

Todai Health may offer self-management tools such as mood check-ins, wellness dashboards, medication reminders, journal entries, health status tracking, content recommendations, or optional connected device features.

These tools are informational only. They are not clinical monitoring, medical devices, emergency alerts, or substitutes for your clinician's instructions.

Medication reminders are a convenience feature. Todai Health does not guarantee delivery, accuracy, timing, adherence, medication safety, notification reliability, device connectivity, or clinical correctness. Always follow your clinician's instructions and medication labeling.

If connected device or wearable integrations are offered, they are optional. You control whether to connect supported devices or platforms, subject to available permissions and product functionality. Device data may be incomplete, delayed, inaccurate, or dependent on third-party platforms.

During the current beta, participation may be free unless otherwise stated in writing.

Future Services may include subscriptions, one-time purchases, credit-based access, session packages, partner-sponsored access, or Care Mentor compensation. If paid Services are offered, additional payment, refund, credit, cancellation, and payout terms will apply and will be presented before purchase or participation.

Credits, if offered, are platform units for accessing eligible Services. Credits are not cash, are not banked funds, and are not redeemable for cash except where required by law or expressly stated in applicable payment terms.

Care Mentors in the current beta are volunteers unless Todai Health separately agrees in writing to a paid arrangement.

"User Content" means information, text, messages, journal entries, feedback, session notes, profile information, images, audio, video, responses, or other content you provide through the Services.

You retain ownership of your User Content, subject to the rights you grant Todai Health in these Terms and any applicable privacy notices or consent forms.

You grant Todai Health a limited, non-exclusive, worldwide license to host, store, process, transmit, display, analyze, summarize, and use your User Content as needed to:

• Provide and operate the Services.
• Support Member-Care Mentor interactions.
• Maintain safety, quality, and integrity.
• Respond to support requests.
• Comply with law.
• Improve the Services, subject to applicable privacy, consent, and data-use restrictions.

We do not claim ownership of your personal health information. We do not sell Member health data.

If you provide ideas, suggestions, comments, or feedback about Todai Health, you grant us the right to use that feedback to improve, develop, market, and operate the Services without obligation to compensate you, unless we separately agree otherwise in writing.

Feedback that includes personal information or health-related information will be handled according to our privacy practices and applicable consent requirements.

Todai Health may invite Members, Care Mentors, or partners to participate in surveys, usability sessions, interviews, beta feedback, or research-related activities.

Participation is voluntary unless a specific beta activity clearly requires feedback as part of participation. Research activities that go beyond normal product feedback may require separate consent.

Declining optional research or feedback requests will not affect your account, mentor relationship, or participation unless the specific beta program requires feedback and you choose not to continue that program.

Your use of the Services is subject to Todai Health's Privacy Policy and any additional privacy notices, consent forms, recording notices, device connection notices, beta notices, or research consents presented to you.

Because Todai Health handles sensitive health-adjacent information, we aim to collect only what we need, protect it carefully, and be transparent about how it is used.

Do not submit information about another person unless you have the right to do so.

You agree not to:

• Use the Services for emergencies or urgent medical needs.
• Ask Care Mentors to diagnose, treat, prescribe, interpret symptoms medically, or change medication.
• Provide medical advice if you are participating as a Care Mentor.
• Harass, threaten, abuse, exploit, discriminate against, or harm another person.
• Share another person's personal, health, session, or contact information without permission.
• Try to move a protected mentor-member relationship off platform in violation of Todai Health policies.
• Submit false, misleading, harmful, unlawful, or infringing content.
• Use the Services for spam, scraping, fraud, impersonation, phishing, or security attacks.
• Reverse engineer, interfere with, or disrupt the Services.
• Access data, accounts, systems, or features you are not authorized to access.
• Use the Services in violation of law or third-party rights.

We may remove content, restrict features, suspend accounts, end a session, remove a participant from a beta, or terminate access if we believe these Terms or our safety standards have been violated.

Care Mentors must:

• Complete required training before working with Members.
• Stay within the peer-support role.
• Respect Member privacy and confidentiality.
• Follow escalation procedures.
• Avoid dual relationships or conflicts that could harm Members.
• Keep platform communications within approved channels.
• Avoid making claims about qualifications, certifications, outcomes, or clinical expertise that Todai Health has not approved.

Care Mentors may be removed from the platform if they violate role boundaries, safety procedures, privacy rules, or community standards.

Todai Health and its licensors own the Services, including software, design, text, graphics, logos, trademarks, content, workflows, training materials, documentation, and other materials we provide.

Subject to these Terms, Todai Health grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Services for their intended purpose.

You may not copy, modify, distribute, sell, lease, reverse engineer, or create derivative works from the Services or Todai Health materials unless we authorize it in writing or the law allows it.

The Services may link to, integrate with, or rely on third-party services, such as video providers, calendar tools, payment processors, health platforms, device platforms, email providers, analytics tools, or content resources.

Third-party services are governed by their own terms and privacy practices. Todai Health is not responsible for third-party services, data accuracy, outages, content, or practices, except where required by law.

Todai Health may modify, suspend, discontinue, limit, or replace any part of the Services at any time, including beta features.

We do not guarantee that the Services will be uninterrupted, error-free, secure, available at a particular time, compatible with every device, or free from data loss.

Where practical, we will try to communicate material changes that affect active Members or Care Mentors.

The Services are provided "as is" and "as available" to the fullest extent permitted by law.

Todai Health disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, reliability, availability, and suitability for medical or clinical use.

We do not guarantee:

• Health outcomes.
• Behavior change.
• Medication adherence.
• Improvement in symptoms, lab values, mood, or quality of life.
• Compatibility with a specific Care Mentor.
• Availability of sessions, mentors, credits, device integrations, or beta programs.
• Accuracy of AI outputs, session summaries, reminders, or device data.

Some jurisdictions do not allow certain warranty exclusions, so some exclusions may not apply to you.

To the fullest extent permitted by law, Todai Health and its affiliates, officers, directors, employees, contractors, service providers, licensors, and agents will not be liable for indirect, incidental, special, consequential, exemplary, punitive, or lost-profit damages arising out of or related to the Services or these Terms.

To the fullest extent permitted by law, Todai Health's total liability for any claim arising out of or related to the Services or these Terms will not exceed the greater of:

• The amount you paid to Todai Health for the Services giving rise to the claim in the 12 months before the claim arose; or
• USD $100.

This limitation does not limit liability where prohibited by law.

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless Todai Health and its affiliates, officers, directors, employees, contractors, service providers, licensors, and agents from claims, damages, losses, liabilities, costs, and expenses arising from:

• Your use or misuse of the Services.
• Your violation of these Terms.
• Your User Content.
• Your violation of another person's rights.
• Your violation of law.
• Your conduct as a Care Mentor, if applicable.

We may suspend or terminate your access to the Services if:

• You violate these Terms.
• You create safety, privacy, security, legal, or operational risk.
• You are no longer eligible for a beta program or role.
• We discontinue a Service or beta program.
• We are required to do so by law.

You may stop using the Services at any time. Account deletion and data deletion rights are governed by our Privacy Policy and applicable law.

Sections that by their nature should survive termination will survive, including medical disclaimers, privacy-related obligations, intellectual property, disclaimers, limitations of liability, indemnification, dispute provisions, and legal terms.

We may update these Terms from time to time. If we make material changes, we will provide notice through the Services, by email, or by another reasonable method.

The "Last updated" date tells you when these Terms were last revised. Your continued use of the Services after updated Terms become effective means you accept the updated Terms.

If you do not agree to updated Terms, you must stop using the Services.

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law rules, unless applicable consumer protection law requires otherwise.

Any dispute resolution, arbitration, class action waiver, venue, or opt-out language should be finalized by legal counsel before publication.

For general questions, contact:

hello@todaihealth.com

For privacy questions or data requests, contact:

privacy@todaihealth.com

For partnership questions, contact:

partnerships@todaihealth.com

By creating an account, applying for a beta program, participating as a Member or Care Mentor, or using the Services, you acknowledge that you have read, understood, and agree to these Terms of Use and any additional notices or consents presented to you.

Todai Health provides peer support and educational tools, not medical advice, diagnosis, or treatment. Always consult your physician or qualified health provider for medical questions. In an emergency, call 911.