eluve.
Pruebe Eluve Gratis

Terms and Conditions

ELUVE, INC.

These Terms and Conditions (the “Agreement”) govern your use of the Eluve Service however accessed, including online at eluve.com (the "Website"), via one or more mobile applications (the "Application"), or through digital or telephonic delivery. Eluve, Inc. and its subsidiaries or affiliates (collectively, "we", "us", "our" or "Eluve") own and operate the Service and provide them to you expressly subject to this Agreement.

Eluve offers various artificial intelligence (“AI”) tools to assist medical and healthcare clinicians in managing their workflow (collectively, the “Service(s)”). The Services include Eluve’s AI medical scribe, which takes doctor/patient conversations and automatically generates medical grade clinical documentation, including but not limited to progress notes, including subjective, objective, assessment and plan notes ("SOAP notes"), patient follow-up care plans and billing code/insurance reimbursement documents for clinician review. Eluve also offers other AI-powered Services, including clinical decision-support tools such as Differential Diagnosis ("DDx"), which reviews patient visit history and current visit data to suggest potential diagnostic considerations to clinicians, and Eluve Chat, an AI-powered clinical chat interface that enables clinicians to query patient records and access reference information to support their clinical decision-making.

BY ACCESSING OR USING THE SERVICE, YOU AND ANY HEALTHCARE PROFESSIONAL IN YOUR PRACTICE WHO YOU HAVE AUTHORIZED TO USE AND/OR WHOM YOU HAVE APPROVED TO ACCESS OUR SERVICE (COLLECTIVELY "YOU") AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS INCLUDING WITHOUT LIMITATION THE WARRANTY DISCLAIMERS, WAIVER OF JURY TRIAL, WAIVER OF CLASS ACTION, INDEMNITY AND LIMITATION ON LIABILITY PROVISIONS BELOW AND IN OUR PRIVACY POLICY, WHICH IS HEREBY INCORPORATED BY REFERENCE INTO THIS AGREEMENT. Eluve has the right to accept, reject any applicant for Services, or revoke access for any current user of the Services, in its sole and complete discretion. Eluve may, at any time and from time to time, modify these terms. Any changes to these terms will be effective immediately upon posting of the updated version on the Service or on our Website. You agree to periodically review these terms, and your continued use of the Service following any such modification constitutes your agreement to follow and be bound by these terms as modified.

THE SERVICE IS CURRENTLY INTENDED FOR USE BY MEDICAL AND HEALTHCARE PROVIDERS WHO ARE RESIDENTS OF THE UNITED STATES, CANADA, AND INDONESIA ONLY. IF YOU ARE NOT A RESIDENT OF THE UNITED STATES, CANADA, OR INDONESIA DO NOT USE OUR SERVICE.

IMPORTANT NOTICES ABOUT DISPUTES AND CLAIMS:

SECTION 13 OF THIS AGREEMENT GOVERNS THE RESOLUTION OF DISPUTES AND CLAIMS BETWEEN YOU AND US. SECTION 13 REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES AND CLAIMS BETWEEN YOU AND US BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 13.10 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 13.10 CAREFULLY.

UNLESS YOU OPT OUT OF THE ARBITRATION PROVISION BY FOLLOWING THE PROCESS STATED IN SECTION 13.3: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US THROUGH BINDING, FINAL ARBITRATION, WITH LIMITED EXCEPTIONS, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR OTHER REPRESENTATIVE PROCEEDING OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

1. Scope of Service

This Agreement applies only to your use of the Service. Other policies, including our Privacy Policy are available at Eluve Privacy Policy.

The Service provides a variety of content, products, and services, which may include, data transcription, data manipulation, data analysis, and access to Eluve’s wireless, mobile, and web-based technologies.

Depending on the Service that you are enrolled in, Eluve may provide you different levels of support for your specific needs.

Eluve does not provide clinical or healthcare services and is independent from healthcare providers who provide licensed services to their patients using the Service. You are solely responsible for the treatment and care of your patients. The Service is not designed to independently direct clinical decisions, and no AI-generated output should be used as a substitute for your professional evaluation. Eluve is not responsible for any healthcare providers' acts, omissions, or for any content of the communications you make. Eluve does not engage in the practice of medicine, the diagnosis or treatment of any medical conditions, or provide any other healthcare or clinical services. The Services, including any AI-generated output derived from the same (such as clinical documentation, diagnostic suggestions, or other clinical decision-support outputs), are not a substitute for a licensed clinician's judgment and should not be relied upon as medical advice. Instead, our Services, including our AI system, are a tool that assist a licensed provider with the origination and manipulation of various physical and digital media, including but not limited to electronic health records ("EHR"), text, visual and/or audio healthcare recordings such as patient/provider treatment and provider follow-up case notes. All AI-generated outputs provided through the Service are informational only and are designed to augment, not replace, a licensed provider’s clinical judgment.

Any content accessed through the Service that may be provided by Eluve or a third-party is not intended to cover all possible uses, directions, precautions, drug interactions, or adverse effects. The Service should not be used during a medical emergency.

Call 911 for all medical emergencies. ELUVE IS NOT RESPONSIBLE OR LIABLE FOR ANY MEDICAL ADVICE, COURSE OF TREATMENT, DIAGNOSIS OR ANY OTHER INFORMATION, SERVICES OR PRODUCTS RENDERED AS A RESULT OF UTILIZATION OF THE SERVICE.

In order to use the Services, you must enter into a Business Associate Agreement (“BAA”) with us, which is hereby incorporated and made a part of this Agreement. Eluve acts as a Business Associate for you in processing Protected Health Information (“PHI”), as those terms are defined under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). The BAA governs our handling of PHI on your behalf.

Features and specifications of products or services described or depicted as part of the Service are subject to change at any time without prior notice. As a condition to use of the Service, you agree that you will not use the Service in a manner inconsistent with (i) this Agreement, or (ii) any and all applicable laws and regulations.

2. Your Account and Your Use of the Eluve Service

You must provide accurate and complete information any time you initially register or continue to use the Service or when you authorize a new healthcare provider or administrative professional to obtain another account for your practice. It is your responsibility to provide us with true, accurate, and complete email address, contact, and other information related to your account(s), and to maintain and promptly update any changes in this information. You are responsible for maintaining the confidentiality and security of your password and account credentials, and you are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify Eluve of any unauthorized use of your password or account, and (b) ensure that you properly exit from your account at the end of each session. Eluve shall not be liable for any loss or damage arising from your failure to comply with any of these terms and conditions.

The following actions are expressly prohibited in relation to your username and password used to obtain the Service:

If you have forgotten your username or password, and request recovery or resetting of that information, we may use an email address previously provided by you to send your username or temporary password. You understand that any other individuals using the same email address will be able to gain access to your Service account information.

Your use of the Service and any content accessed through the Service must comply with all applicable laws, regulations, and ordinances, including any laws regarding the export of data or software. You may not interfere with or disrupt the proper operation of the Eluve Service. You must be at least 18 years old to register and use the Service. You acknowledge that you are not misrepresenting any information during your enrollment or use of the Service, including your identity or information or health care providers. You have a continuing obligation to keep your identity and contact information up to date and accurate.

If you use Eluve's mobile services to enter and maintain your personal information, you understand that you are responsible for safeguarding and securing your mobile device and the associated credentials (such as user identifiers and passwords). If you leave your mobile device unattended, or if it is lost or stolen, you understand that your personal information inputted into the Eluve Application or Website may be accessible to others. By providing your phone number to Eluve, you expressly consent to Eluve, Inc. periodically calling or texting you at this phone number - in person or through an automated system.

3. Text Message and Short Code Terms

By opting in you are agreeing to receive informational messages, messages from Eluve, Inc. and notifications about your scheduled events via text message or short message service ("SMS"). You can cancel the SMS service at any time. Just text "STOP". After you send the SMS "STOP" message, we will send you one SMS message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from us. If you want to receive text or SMS messages again, contact us at privacy@eluve.com. If you are experiencing issues with the messaging program you can get help directly at privacy@eluve.com. Carriers are not liable for delayed or undelivered messages, and we are not liable for delayed or undelivered messages caused by carrier error. As always, message and data rates may apply for any messages sent to you from us and to us from you. If you have any questions about your text plan or data plan, contact your wireless provider. If you have any questions regarding privacy, please read our Eluve Privacy Policy.

4. Use of Your Information / Privacy Policy

If you create, transmit, or display information while using the Service, you may provide only information that you own, control, or have the right to use, provide, or make available to us. You will obtain any necessary authorizations from your practice and/or employer prior to utilizing our Service. You will obtain any necessary consents or authorizations from and provide all required notices to patients before collecting, uploading, or transmitting any personal information or PHI into our System or through our Services. The BAA governs our handling of PHI on your behalf and our Privacy Policy available at Eluve Privacy Policy describes our privacy practices with respect to your personal data.

You acknowledge and agree that Eluve may use your patients' anonymized, de-identified health information for medical research purposes and product improvement purposes as permitted pursuant to HIPAA in Title 45 C.F.R. Sections 164.501, 164.508, and 164.512(i) in accordance with applicable law.

5. Intellectual Property

The Services, including without limitation the text, graphics, images, photographs, videos, illustrations, and other content contained therein is owned by Eluve, Inc. or its licensors and is protected under both United States and foreign laws. We grant to you, for your individual professional use only, a nonexclusive, non-transferrable, non-sublicensable, limited, and revocable right to access and use the Service during the term of this Agreement, so long as you comply with the terms of this Agreement. You agree not to use the Service for any other purpose, including not to (a) modify, prepare derivative works of, decompile or reverse engineer the Service (except as and only to the extent any foregoing restriction is prohibited by Applicable Law or regulation); (b) use the Service in a way that abuses or disrupts our networks, user accounts, or the Service including any sales outreach or commercial purposes other than the specific uses permitted by this Agreement; (c) transmit any harassing, indecent, obscene, fraudulent or unlawful material through the Service; (d) market, sell or resell the Service to any third party or otherwise commercially use the Service; (e) use the Service in violation of any applicable federal, provincial, state, local, or sectoral laws, regulations or ordinances, including without limitation any laws regarding the export of data or software or laws or security and data protection and employment discrimination laws; (f) use the Service to send unauthorized advertising or spam content; (g) harvest, collect, or gather data of other users; (h) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Service, features that prevent or restrict use or copying of any content accessible through the Service or features that enforce limitations on use of the Service; (i) transmit any material that infringes, misappropriates or otherwise violates the intellectual property, privacy or other rights of third parties through the Service; (j) use or attempt to use another user's account without express written authorization from that user and Eluve; (k) impersonate or post on behalf of any person or entity or otherwise misrepresent your affiliation with a person or entity; (l) except as expressly permitted by Eluve, copy, reproduce, distribute, publicly perform or publicly display all or any portions of the Service; (m) use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from the Service; (n) remove any proprietary rights, notices or markings in the Service; (o) do anything that might discover source code of the Service or bypass measures employed to prevent or limit access to any part of the Service; (p) develop or use any applications that interact with the Service without our prior written consent; (q) access the Service via a bot or automated software; or (r) otherwise use the Service in any manner that violates this Agreement or Applicable Law. Any other use of the Service other than as expressly authorized herein is strictly prohibited and will automatically and immediately terminate any and all licenses granted to you under these terms.

All materials available through the Service may be accessed, downloaded, or printed for the user's own individual use and solely within the scope allowable by this Agreement. No other use of these materials is allowed without express written permission of Eluve.

Any unauthorized use of the words or images from the Service may violate copyright laws, trademark laws, the laws of privacy and publicity, and civil and criminal statutes. The Service includes material that is derived in whole or in part from materials that are copyrighted, including the content, format and layout of the Service. The copyrights are owned by Eluve, or for licensed content, the content providers.

None of the names, trademarks, service marks and logos of Eluve appearing on the Service may be used in any advertising or publicity, or otherwise to indicate Eluve's sponsorship of or affiliation with any product or service without Eluve’s express written permission. Nothing contained within the Service should be construed as granting, by implication, estoppel, waiver, or otherwise, any license or right of use to any trademark displayed on or through the Service without Eluve’s written permission or that of the third-party owner of the trademark, if any. The Service may contain other proprietary notices and copyright information, the terms of which you must observe and follow.

You also understand and agree that any and all comments, suggestions, ideas or feedback (collectively, "Feedback") you provide to us relating to the Services or any Eluve products or offerings, including how to improve them, is or becomes Eluve’s exclusive property, including any associated rights to such Feedback, and Eluve may freely use, copy, make, sell, reproduce or modify Feedback in any manner without your consent, or any obligation or compensation to you. For the avoidance of doubt, Feedback does not include any PHI processed through the Service.

We respond to notices of alleged copyright infringement under the United States Digital Millennium Copyright Act with respect to any items or content on our Website or in our Application. If you believe that your intellectual property rights, including copyright, trademark, or certain other intellectual property rights of third parties, have been infringed, please notify us at compliance@eluve.com.

7. Computer Equipment, Browser Access, and Internet Services

You are responsible for obtaining, installing, maintaining and operating all software, hardware or other equipment (collectively, "Systems") necessary for you to access and use the Service. This responsibility includes, without limitation, your utilizing up to date web-browsers and strong encryption, antivirus, anti-spyware, and internet security software. You are additionally responsible for obtaining internet services via the internet service provider of your choice, for any and all fees imposed by such internet service provider and any associated communications service provider charges. You acknowledge that there are certain security, corruption, transmission error, and access availability risks associated with using open networks such as the internet, and by using the Service you expressly assume such risks. You acknowledge that you are responsible for the data security of your Systems used to access the Service, and for the transmission and receipt of information using such Systems. You acknowledge that you have requested access to the Service for your convenience, have made your own independent assessment of the adequacy of your internet and your Systems, and that you are satisfied with that assessment. You are responsible for any use of your Systems not necessary for the Services and any risks associated with or arising from such personal use. We are not responsible for any errors or problems that arise from the malfunction or failure of the internet or your Systems.

8. Content and Services Accessed through the Eluve Service

If you choose to allow a third-party service provider (such as an Electronic Health Record provider) to access, retrieve, provide, modify or otherwise use health and any other information in your account or otherwise share the information you collect through the Services with your service provider, it is your sole responsibility to review and approve each such third-party service provider before sharing your information. USE OF THESE SERVICES AND RELIANCE ON THE CONTENT IN THE SERVICES IS SOLELY AT YOUR OWN RISK. ELUVE MAY NOT BE HELD LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF ANY THIRD-PARTY SERVICE OR CONTENT.

Eluve may provide third-party-owned content (e.g., articles, data feeds, abstracts, etc.) and may also include hypertext links to third-party-owned websites. We provide such third-party content and links as a courtesy to our users. In addition, certain features of the Service may incorporate third-party medical reference content, including medical literature, clinical guidelines, and research publications. Such content is provided for informational purposes only and does not constitute medical advice or an endorsement by Eluve. We have no control over any third-party owned web sites or content referenced, accessed by or available through the Service and, therefore, we do not endorse, sponsor, recommend or otherwise accept any responsibility for such third party web sites or content or for the availability of such web sites, and your access and use of such third-party content is at your own risk. IN PARTICULAR, WE DO NOT ACCEPT AND EXPRESSLY DISCLAIM ANY LIABILITY ARISING OUT OF ANY ALLEGATION THAT ANY THIRD-PARTY OWNED CONTENT (WHETHER PUBLISHED ON THE SERVICE, OR ANY OTHER, WEB SITE) INFRINGES THE INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON OR ANY LIABILITY ARISING OUT OF ANY INFORMATION OR OPINION CONTAINED ON SUCH THIRD-PARTY WEB SITE OR CONTENT. If you link to third-party sites from Eluve, you should consult the terms and conditions and privacy policy statements of each site you visit.

10. Subscriptions; Payment Terms

Eluve offers new users a 30-day free trial of the Services starting on the date you create your account. During the free trial, you will not be charged and we will not collect payment information from you. Approximately one week before the end of the free trial, we will contact you to provide notice that the free trial is ending and that, if you wish to continue using the Services, you will need to provide payment information and subscribe to a paid plan. Applicable subscription fees and any applicable taxes will be displayed on the payment screen at the time you provide payment information.

Following the conclusion of your free trial, your continued use of the Services will be on a monthly subscription basis. Unless we have agreed with you to a different billing arrangement (including a consolidated billing arrangement of the type described below), subscriptions are billed monthly in advance, on a recurring basis, beginning on the date your free trial ends (your “Billing Date”). Each subsequent billing cycle starts on the same day of the following month. By providing payment information and subscribing to the Services, you authorize Eluve (and its third-party payment processors) to automatically charge the payment method you provide on each Billing Date for the applicable monthly subscription fees, plus any applicable taxes.

If you are a practice, clinic, or other organization that authorizes multiple users to access the Services under a single account or related set of accounts, Eluve may, at its discretion or by separate written agreement with you, invoice and charge subscription fees on a consolidated basis, and bill you in arrears. In that case, Eluve will invoice you periodically (typically monthly) based on the number of authorized users in your practice who have actively used the Services during the applicable billing period, as determined by Eluve based on usage data from the Services. Authorized users in your practice who have not actively used the Services during a given billing period will not be charged for that period, and the number of authorized users and active users in your practice may fluctuate from period to period without amendment to this Agreement. Invoiced amounts are due upon receipt unless otherwise specified in the applicable agreement between you and Eluve. Each user authorized to access the Services on behalf of your practice must individually accept these Terms and Conditions and our Business Associate Agreement and acknowledge our Privacy Policy before being granted access, and the acceptance of these terms by an individual user does not relieve the practice or organization of its responsibility for fees, compliance, and other obligations under this Agreement.

If a payment fails, Eluve will attempt to notify you and may attempt to charge your payment method again. If payment cannot be successfully collected, Eluve may suspend or terminate your access to the Services until payment is received.

You may cancel your subscription at any time. To avoid being charged for the next month’s billing cycle (or, in the case of a consolidated billing arrangement, to ensure your cancellation is reflected in the next invoice), you must provide notice of cancellation to Eluve at least five (5) business days before your next scheduled Billing Date. Cancellations submitted less than five (5) business days before your next Billing Date or invoice date may not be processed in time to prevent a charge for subscription fees for the next month, in which case the charge will apply for that cycle and your subscription will terminate at the end of that cycle. For consolidated billing arrangements, reduction in the number of active users in your practice during a billing period (for example, because users do not actively use the Services during that period) does not constitute a cancellation under this section. Except as required by applicable law, all subscription fees are non-refundable, including for partial months of service.

Eluve may change subscription fees from time to time upon at least thirty (30) days prior notice to you, with such changes to take effect on your next Billing Date or invoice date following the notice period. Your continued use of the Services after such effective date constitutes your acceptance of the changed fees. If you do not agree to the changed fees, you may cancel your subscription as set forth above.

11. Disclaimer of Warranty; Limitation of Liability

By using the Service, you agree and represent to Eluve that you have the power and legal authority to accept and agree to these terms and conditions on behalf of yourself and that you own all of the legal rights to the information you provide and grant the rights and licenses granted herein or have the legal authority to do so; and all information that you provide to Eluve or its employees and/or affiliates is accurate, complete, and true when provided.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE SERVICE IS PROVIDED AND USED AT YOUR SOLE RISK. THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. ELUVE, INC. DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES WITH REGARD TO THE INFORMATION, SERVICES AND MATERIALS CONTAINED ON THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS, IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ACCURACY, AND/OR TIMELINESS. YOUR USE OF THE SERVICE IS AT YOUR OWN RISK AS WELL AS ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ACCESS TO THE SERVICE MAY BE INTERRUPTED AND INFORMATION, SERVICES AND MATERIALS MAY NOT BE ERROR-FREE. NONE OF ELUVE, ITS SUPPLIERS OR ANYONE ELSE INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICE OR THE INFORMATION, SERVICES, AND MATERIALS CONTAINED THEREIN ASSUMES ANY LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION, SERVICES, AND MATERIALS PROVIDED ON THE SERVICE; THEY ALSO SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF YOUR USE OF, OR INABILITY TO USE THE SERVICE FOR ANY REASON. ELUVE DOES NOT WARRANT THAT THE SERVICES OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE WITH, OR WORK WITH ANY OF ELUVE, INC., ITS LICENSEES, OR ANY THIRD PARTY SOFTWARE, SYSTEM, OR OTHER PRODUCTS OR SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR-FREE. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THIS AGREEMENT AND THE SERVICE WOULD NOT BE PROVIDED TO YOU ABSENT SUCH LIMITATIONS. PLEASE NOTE THAT SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, ELUVE SHALL NOT BE LIABLE TO YOU IN RESPECT OF ANY CLAIM, DEMAND, OR ACTION, IRRESPECTIVE OF THE NATURE OF THE CAUSE OF THE CLAIM, DEMAND, OR ACTION, ALLEGING ANY LOSS, INJURY, OR DAMAGES, DIRECT OR INDIRECT, WHICH MAY RESULT HEREUNDER OR FROM ANY ACT OR OMISSION BY ELUVE OR ANY OTHER PARTY RELATED TO THIS AGREEMENT, INCLUDING FROM THE USE OR POSSESSION OF THE SERVICE OR END USER DATA, OR FOR ANY LOSS OF PROFIT, REVENUE, CONTRACTS, OR SAVINGS, OR ANY OTHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION OR INTERRUPTION OF BUSINESS) ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE SERVICE, ANY DEFECT IN THE SERVICE, OR OTHERWISE UNDER THIS AGREEMENT, INCLUDING A BREACH HEREOF, WHETHER IN AN ACTION IN CONTRACT, TORT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY, EVEN IF ELUVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE FORESEEABLE. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, ELUVE'S TOTAL AGGREGATE LIABILITY WITH RESPECT TO ANY CLAIM OR ACTION ARISING UNDER THIS AGREEMENT, OR OTHERWISE WITH RESPECT TO THE SERVICE, SHALL NOT EXCEED $50.00.

ELUVE SHALL NOT BE LIABLE FOR ANY LOSS OF PROFIT, REVENUE, CONTRACTS, OR SAVINGS, OR ANY OTHER INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.

SOME STATES (INCLUDING NEW JERSEY), TERRITORIES, AND COUNTRIES DO NOT ALLOW CERTAIN LIABILITY EXCLUSIONS OR DAMAGES LIMITATIONS; PROVIDED, HOWEVER, THAT, IN THE EVENT ANY SUCH LIABILITY EXCLUSION AND/OR DAMAGES LIMITATION IS DECLARED INVALID OR UNENFORCEABLE, SUCH LIABILITY EXCLUSION AND/OR DAMAGES SHALL BE ENFORCED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY RELEASE AND WAIVE ALL CLAIMS AGAINST ELUVE AND ITS OFFICERS, DIRECTORS, MANAGERS, PARTNERS, MEMBERS, SHAREHOLDERS, AGENTS, LICENSORS, CO-BRANDERS, REPRESENTATIVES, AND EMPLOYEES AND ITS AFFILIATES FROM ANY AND ALL LIABILITY FOR CLAIMS, DAMAGES (INCLUDING ACTUAL AND/OR CONSEQUENTIAL), COSTS, AND EXPENSES (INCLUDING LITIGATION COSTS AND ATTORNEYS' FEES) OF EVERY KIND AND NATURE, ARISING FROM OR IN ANY WAY RELATED TO THIS AGREEMENT OR YOUR USE OF THE SERVICE.

12. Indemnification

You agree to the maximum extent permitted by applicable law to indemnify, defend, and hold harmless Eluve and its suppliers and their respective affiliates, employees, officers, directors, managers, partners, members, shareholders, agents, servants, licensors, co-branders, representatives, employees and representatives of each from any third-party liability, loss, claim, suit, judgment, demand, cost, damage, and expense (including reasonable attorneys' fees and expenses) (each a "Third Party Claim") related to (i) your violation or breach of this Agreement; (ii) your misuse of the Service, including any features, functionality, tools, content or promotions available through the Service; (iii) your breach of applicable law, including any failure to obtain consents or authorizations or provide notices required for Eluve to process and use the data you make available on or through the Services in accordance with this Agreement; (iv) your posting of material to the Service; (iv) your misrepresentation, gross negligence or willful misconduct; and (v) your breach of federal, provincial, state, local, or other applicable laws or regulations.

Eluve shall use good faith efforts to provide you with written notice of such Third Party Claim. Eluve reserves the right, in Eluve's sole discretion, to assume the exclusive defense, control, and settlement of any Third Party Claim with legal counsel of Eluve's choice at your expense, and, in such case, you agree to fully cooperate with Eluve in the defense of any such Third Party Claim. You may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by Eluve or bind Eluve in any manner, without Eluve's prior written consent.

13. Dispute Resolution by Binding Arbitration

READ THIS PROVISION CAREFULLY AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND US. UNDERSTAND THAT YOU HAVE THE RIGHT TO OPT OUT AND REJECT THIS PROVISION AS PROVIDED IN SECTION 13.3 BELOW.

13.1 Election to Arbitrate.

Except as otherwise stated below, You and Eluve agree that the sole and exclusive forum and remedy for resolution of a Claim be final and binding arbitration pursuant to this Section 13 (the "Arbitration Provision") unless you opt out as provided in Section 13.3 below. "Claim" shall include any past, present, or future claim, dispute, or controversy involving you (or persons claiming through or connected with you), on the one hand, and us on the other hand, relating to or arising out of this Agreement, the Services, the website or application, and/or the activities or relationships that involve, lead to, or result from this Agreement, including (except to the extent provided otherwise in Section 13.8 below) the validity or enforceability of this Arbitration Provision, any part thereof, or the entire Agreement. Claims are subject to arbitration regardless of whether they arise from a contract; tort (intentional or otherwise); constitution, statute, common law, or principles of equity; or otherwise. Claims include matters arising as initial claims, counterclaims, crossclaims, third-party claims, or otherwise. Claims include matters involving any you authorized to use your Eluve account, and you are responsible for their use. You or we may assert any Claim or seek any related relief in a small claims court if the Claim qualifies for and remains in a small claims court and only proceeds on an individual (non-class, non-representative) basis. The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable.

13.2 Applicability of the Federal Arbitration Act; Arbitrator's Powers.

This Arbitration Provision is made pursuant to a transaction involving interstate commerce and shall be governed by and enforceable under the Federal Arbitration Act (the "FAA"), including, without limitation, the procedures governing a Mass Filing in Section 13.12. The arbitrator will apply substantive law consistent with the FAA and applicable statutes of limitations. The arbitrator will not be bound by judicial rules of procedure and evidence that would apply in a court. The arbitrator shall take steps to reasonably protect confidential information.

13.3 Right to Opt Out of Arbitration Provision.

You have the right to opt out of this Arbitration Provision for all purposes by sending an arbitration opt-out notice to privacy@eluve.com, within 30 days of the date of your electronic acceptance of the terms of this Agreement (or otherwise first becoming subject to this Arbitration Provision). The opt-out notice must clearly state that you are rejecting arbitration; identify the Agreement to which it applies by date; provide your name, address, and email address and be signed by you. No other methods can be used to opt out of this Arbitration Provision. To the fullest extent permitted by law, any opt-out notice will be effective only if you send it yourself, on an individual basis, and opt-out notices from any third-party purporting to act on your behalf will have no effect on your or our rights. If you opt out of this Arbitration Provision, all other parts of this Agreement will continue to apply to you.

13.4 Informal Dispute Resolution.

If a Claim arises, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a prompt, low-cost, and mutually beneficial resolution. You and we agree to participate in good faith informal efforts to resolve Claims before starting an arbitration or initiating an action in small claims court ("Informal Dispute Resolution").

To initiate Informal Dispute Resolution, a party must give notice in writing to the other party ("Notice"). You must send your Notice to us by email to privacy@eluve.com. Eluve will send the Notice, including a description of the Claim, to your email address or regular address on file. The Notice must include (i) the claimant’s name, address, and email address; (ii) a description of the nature and basis of the claim; (iii) any relevant facts giving rise to the nature and basis of the claim; (iv) a description of the nature and basis of the specific relief sought, including the damages sought, if any, and a detailed calculation for them; and (v) a personally signed statement from the claimant (and not solely by their counsel) verifying the accuracy of the contents of the Notice. The Notice must be individualized, meaning it can concern only one party’s claim.

It is your responsibility to ensure that your email and mailing address are correct and remain up to date. You agree to promptly notify us if, at any time during the Informal Dispute Resolution process, you become represented by counsel.

After receipt of a compliant Notice, the parties shall engage in a good-faith effort to resolve the claim for a period of 60 days (which can be extended by agreement). You and we agree that, after receipt of the Notice, the recipient may, consistent with the good-faith effort to resolve the claim, request an individualized video settlement conference to be held during the 60-day period (but can be held after the 60-day period if the parties agree) and both parties will personally attend (with counsel for both parties, if represented, invited to attend the video settlement conference). If a party is unable to participate in the settlement conference by video, that party may attend telephonically upon showing of good cause warranting telephonic participation (e.g., inability to afford equipment or insufficient Wi-Fi due to indigent circumstances). You and we agree that the parties (and counsel, if represented) shall work cooperatively to schedule the conference at the earliest mutually convenient time and to seek resolution. If we and you do not reach an agreement to resolve the issues identified in the Notice within 60 days after the Notice is received (or a longer time if agreed to by the parties), you or we may commence an applicable arbitration proceeding, small-claims court proceeding, or court action, as permitted by these Terms.

Compliance with this Informal Dispute Resolution process, including the settlement conference, is a condition precedent to initiating an applicable arbitration, small-claims court proceeding, or court action. Any applicable limitations period (including statute of limitations) and any filing-fee deadlines shall be tolled while the parties engage in Informal Dispute Resolution. All Informal Dispute Resolution procedures are essential so that you and Eluve have a meaningful opportunity to resolve claims informally. If any aspect of these requirements has not been met, the filing or prosecution of an arbitration may be enjoined. In addition, unless prohibited by law, the arbitration service provider may not accept, administer, assess, or demand fees in connection with an arbitration that has been initiated without completion of the Informal Dispute Resolution process. If the arbitration is already pending, it shall be administratively closed. Nothing in this paragraph limits the right of a party to seek damages for non-compliance with the Informal Dispute Resolution process.

Notwithstanding any provision of this Agreement to the contrary, either party may seek injunctive or other equitable relief from a court of competent jurisdiction if such relief is necessary to prevent irreparable harm. For the avoidance of doubt, the court’s authority under this provision is strictly limited to granting temporary relief as may be necessary to support the arbitration, small-claims, or other judicial process, and the court shall not have authority to adjudicate the underlying merits of the dispute.

13.5 Arbitration Procedures, Rules, and Forum.

If a Claim is not resolved within sixty (60) calendar days of submitting the Notice, a demand for arbitration can be made in accordance with this Arbitration Provision, unless we and you mutually agree in writing to extend or shorten that 60–day period. You and we agree that the arbitrator shall dismiss any arbitration demand filed prior to the end of that period.

The party initiating arbitration shall do so with the National Arbitration and Mediation (“NAM”). The arbitration shall be conducted according to, and the location of the arbitration shall be determined in accordance with, the rules and policies of NAM (the "NAM Rules"), including, as applicable, NAM’s Comprehensive Dispute Resolution Rules and Procedures and/or the Supplemental Rules for Mass Arbitration Filings, except to the extent any rules conflict with this Arbitration Provision or any countervailing law. If you have any questions concerning NAM or would like to obtain a copy of the NAM arbitration rules, you may call 1(800) 358-2550 or visit the NAM's website at: www.namadr.com. In the case of a conflict between the rules and policies of NAM and this Arbitration Provision, this Arbitration Provision shall control, subject to countervailing law, unless all parties to the arbitration consent to have the rules and policies of NAM apply. The arbitration will be held in the United States county where you live or work, or any other location we agree to. If NAM is unavailable or unwilling to arbitrate the dispute, then the arbitration will be administered by the American Arbitration Association ("AAA") and governed by the applicable AAA rules and policies (“AAA Rules”).

A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the "Demand"), consistent with the NAM Rules (or AAA Rules, as applicable). Any Demand you send to Eluve must be sent by email to privacy@eluve.com. Eluve will provide the Demand to your email or mailing address on file.

If the party requesting arbitration is represented by counsel, the Demand shall also include counsel’s name, telephone number, mailing address, and email address. Counsel must also sign the Demand. By signing the Demand, you and/or your counsel certifies to us, to the best of you or your counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that, consistent with the standards set forth in Federal Rule of Civil Procedure 11(b): (1) the Demand is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.

Subject to the NAM Rules (or AAA Rules, as applicable), the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of arbitration. You and Eluve agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential, to the fullest extent permitted by law, and shall not be shared with anyone except the parties' attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

You and Eluve agree that at least fourteen (14) days before the date set for an arbitration hearing, any party may serve an offer in writing upon the other party to allow judgment on specified terms. If the offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party shall not recover any post–offer costs to which they otherwise would be entitled and shall pay the offering party’s costs from the time of the offer.

13.6 Costs and Fees.

The parties shall bear their own attorneys' fees and costs in arbitration unless the arbitrator finds that either the substance of the Claim or the relief sought in the Demand was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)) or as expressly provided in this Section or in Section 13.12.

To the extent, following a presentation on the merits, on its own motion or a party's, and after affording a reasonable opportunity to respond, an arbitrator determines that a party who commenced arbitration did not bring its claim(s) consistent with you or your counsel's certification and the standards set forth in Federal Rule of Civil Procedure 11(b), the parties agree that the arbitrator shall, as part of its award, impose sanctions by ordering that the initiating party reimburse the responding party for all arbitration filing and administrative fees and arbitrator costs the responding party incurred under the Fee Schedules.

If you or Eluve need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall be entitled to recover from the other party its reasonable costs, necessary disbursements, and reasonable attorneys' fees incurred in securing an order compelling arbitration.

13.7 WAIVER OF CLASS AND OTHER NON-INDIVIDUALIZED RELIEF FOR ARBITRATION.

EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS. EACH PARTY WAIVES ITS RIGHTS TO HAVE ANY CLAIM BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE.

Unless consented to in writing by all parties to the arbitration, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration unless those persons are parties to a single transaction.

The arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.

Except for claims seeking public injunctive relief and unless consented to in writing by all parties to the arbitration, an award in arbitration shall determine the rights and obligations of the named parties only, and only with respect to the claims in arbitration, and shall not (a) determine the rights, obligations, or interests of anyone other than a named party, or resolve any Claim of anyone other than a named party; nor (b) make an award for the benefit of, or against, anyone other than a named party. No administrator or arbitrator shall have the power or authority to waive, modify, or fail to enforce this Section 13.7, and any attempt to do so, whether by rule, policy, arbitration decision, or otherwise, shall be invalid and unenforceable. Any challenge to the validity of this Section 13.7 shall be determined exclusively by a court and not by the administrator or any arbitrator.

Notwithstanding the foregoing, if a claim is asserted that includes a request for public injunctive relief (meaning injunctive relief that is primarily for the benefit of the general public and not solely for the benefit of the individual party) and the applicable law prohibits an agreement to waive the right to seek public injunctive relief, the parties agree that all issues other than the request for public injunctive relief shall be resolved in arbitration first (unless the claim is not subject to arbitration or is properly brought in small-claims court). Following the issuance of a final award on the arbitrable claims, any request for public injunctive relief shall be decided by a court of competent jurisdiction, to the extent required by applicable law. The court shall be bound by the findings of fact and conclusions of law made by the arbitrator to the fullest extent permitted by law.

Similarly, if, after all appeals have been exhausted, any of the prohibitions on (i) non-individualized declaratory or injunctive relief and (ii) class, collective, consolidated, or representative claims are found to be unenforceable with respect to a particular claim or request for relief, then the parties agree such a claim or request for relief shall be decided by a court of competent jurisdiction after all other claims and requests for relief are arbitrated. The court shall be bound by the arbitrator’s findings of fact and conclusions of law to the fullest extent permitted by law.

Nothing in this Section 13.7 affects the terms and conditions related to a Mass Filing under Section 13.12.

If a final decision, not subject to any further appeal or recourse, determines that the limitations of this Section 13.7 are invalid or unenforceable as to a particular Claim or request for relief (such as a request for public injunctive relief), that particular Claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in Los Angeles, California, except as otherwise required by applicable law, in which case it may be litigated in a court of competent jurisdiction.

13.8 Survival and Severability of Arbitration Provision.

This Arbitration Provision shall survive the termination of this Agreement. If any portion of this Arbitration Provision other than Section 13.7 and Section 13.12 is deemed invalid or unenforceable, the remaining portions of this Arbitration Provision shall nevertheless remain valid and in force. If there is a final judicial determination that applicable law precludes enforcement of this Arbitration Provision's limitations as to a particular claim for relief or a particular term, then that claim (and only that claim) or that term (and only that term) must be severed from the Arbitration Provision and may be brought in court.

However, if an arbitration is brought on a class, representative, or collective basis, and the limitations on such proceedings in Section 13.7 are finally adjudicated pursuant to the last sentence of Section 13.7 to be unenforceable, then no arbitration shall be had. In no event shall any invalidation be deemed to authorize an arbitrator to determine Claims or make awards beyond those authorized in this Arbitration Provision.

Moreover, if the Mass Filing provisions under Section 13.12 of this Arbitration Provision are found under applicable law to be invalid or unenforceable, then the entire Arbitration Provision shall be void, and the parties agree that all Claims shall be heard in the state or federal courts located in Los Angeles, California to the maximum extent permitted by applicable law, except as otherwise required by applicable law, in which case it may be litigated in a court of competent jurisdiction.

13.9 Judicial Forum for Claims.

Except as otherwise required by applicable law, in the event that this Arbitration Provision is found not to apply to you or your Claim, you and Eluve agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts located in Los Angeles, California (or, if required by applicable law, brought in a court of competent jurisdiction). Both you and Eluve consent to the venue and personal jurisdiction there. We both agree to waive our right to a jury trial.

13.10 WAIVER OF RIGHT TO LITIGATE AND JURY TRIAL.

THE PARTIES ACKNOWLEDGE THAT THEY HAVE A RIGHT TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE OR JURY BUT WILL NOT HAVE THAT RIGHT UNDER ARBITRATION. THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THEIR CONSTITUTIONAL, STATUTORY, AND ANY OTHER RIGHTS TO LITIGATE SUCH CLAIMS IN A COURT BEFORE A JUDGE OR JURY UPON ELECTION OF ARBITRATION BY ANY PARTY. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS SUBJECT TO VERY LIMITED REVIEW.

13.11 Selection of The Arbitrator; Authority of The Arbitrator.

The arbitrator will be either a retired judge or an attorney licensed to practice law with experience in the law underlying the dispute and will be selected by the parties from the roster of consumer dispute arbitrators maintained by NAM (or AAA, as applicable). If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Demand, then NAM (or AAA, as applicable) will appoint the arbitrator in accordance with NAM Rules (or AAA Rules, as applicable), provided that if the Mass Filing process under Section 13.12 is triggered, NAM (or AAA, as applicable), without soliciting input or feedback from any party, will appoint the arbitrator for each arbitration.

The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us, subject to Section 13.6.

13.12 Mass Filing.

If, at any time, 25 or more claimants (including you or Eluve) submit compliant Notices or seek to file demands for arbitration raising similar claims against the other party or related parties by the same or coordinated counsel or entities, then you and we agree that the additional procedures set forth below shall apply.

The parties agree that throughout this process, their counsel shall meet and confer to discuss modifications to these procedures based on the particular needs of the Mass Filing. The parties acknowledge and agree that by electing to participate in a Mass Filing, the adjudication of their claim might be delayed but that reasonable efforts will be made to minimize any such delays. Any applicable limitations period (including statutes of limitation) and any filing-fee deadlines shall be tolled beginning when the compliant Notice was sent, so long as the Notice complies with the requirements in this Section, until a claim is selected to proceed as part of a staged process or is settled, withdrawn, otherwise resolved, or opted-out-of arbitration.

Stage One. Counsel for the parties shall each select 10 claims per side (20 claims total) to be filed and to proceed in individual arbitrations as part of a staged process. Each of these individual arbitrations shall be assigned to a different, single arbitrator unless the parties agree otherwise in writing. The outcomes and rulings of these Stage One arbitrations shall have no precedential or binding effect on any remaining claims. Any remaining claims shall not be filed or be deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process.

Stage Two. After the Stage One arbitrations are completed (or sooner if the parties agree in writing), the remaining parties must engage in a single global mediation of all remaining claims, with the mediator’s fee paid by Eluve. The parties must agree on a mediator within 30 days after the conclusion of the last Stage One arbitration. If the parties cannot agree on a mediator within 30 days, the arbitration service provider will appoint a mediator as an administrative matter. All parties will cooperate for the purpose of ensuring that the mediation is scheduled as quickly as practicable after the mediator is appointed.

Stage Three. If the Stage Two mediation does not resolve all remaining claims, the arbitration requirement in this Section will no longer apply to any party with a claim for which a timely and compliant Notice was submitted and who completed the Informal Dispute Resolution process. Any such party with an unresolved claim must pursue that claim in court, not in arbitration. These parties may bring their claims in court either individually or as part of a joint or consolidated action. However, to the fullest extent permitted by applicable law, any joint or consolidated court action may include only those claimants in Mass Filings who submitted a timely and compliant Notice and completed the Informal Dispute Resolution process.

A court of competent jurisdiction shall have the authority to enforce these Mass Filing provisions and, if necessary, to enjoin the mass filing, prosecution, or administration of arbitrations and the assessment of arbitration fees. If these additional procedures apply to your claim, and a court of competent jurisdiction determines that they are not enforceable as to your claim, then your claim shall proceed in a court of competent jurisdiction otherwise consistent with this Agreement.

You and Eluve agree that we each value the integrity and efficiency of arbitration and wish to employ the process for the fair resolution of genuine and sincere claims between us. You and Eluve acknowledge and agree to act in good faith to ensure the processes set forth herein are followed. The parties further agree that application of these Mass Filing procedures have been reasonably designed to result in an efficient and fair adjudication of such cases.

13.13 Statute of Limitations.

Any Claim must be initiated within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, all applicable statutes of limitation will apply in an arbitration proceeding in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

13.14 Class Action Waiver

Notwithstanding the arbitration requirements and subject to the Mass Filing procedures in Section 13.12, you and Eluve agree that, to the fullest extent permitted by law, each party may bring claims (whether in court or in arbitration) against the other only in an individual capacity, and not participate as a plaintiff, claimant, or class member in any class, collective, consolidated, private attorney general, or representative proceeding. This means that you and Eluve may not bring a claim on behalf of a class or group and may not bring a claim on behalf of any other person unless doing so in a capacity for an individual who cannot otherwise bring their own individual claim. This also means that you and Eluve may not participate in any class, collective, consolidated, private attorney general, or representative proceeding brought by any third party. Notwithstanding the foregoing, you or Eluve may participate in a class settlement. To the fullest extent permitted by law, you and Eluve waive any right to a jury trial.

14. Applicable Law

If you choose to access the Services from or use the Services outside the United States, you do so on your own initiative and you are solely responsible for complying with applicable local laws in your country. To the extent permissible by law, Eluve accepts no responsibility or liability for any damage or loss caused by your accessing or use of the Services outside of the United States. You agree that the statutes and laws of the State of California, without regard to any principles of conflicts of law, will apply to any and all matters relating to the use of the Service. Any dispute between Eluve and you related to this Agreement shall be resolved exclusively in and by the state and federal courts of the State of California in Los Angeles county.

15. Modification and Termination of the Eluve Service

You may terminate your use of the Service at any time by not using the Service anymore. Eluve reserves the right to suspend or terminate Service for any reason it deems appropriate at any time, including, but not limited to, nonpayment for Services, a belief that your conduct or your use of the Service violates any of these terms or applicable laws or is harmful to the interests of Eluve, its clients or any other users, your abusive, harassing, threatening or otherwise inappropriate behavior, or illegal or inappropriate conduct, such as falsifying information to receive Service. Eluve also may place limits on, modify, suspend, or terminate the Service generally, as it deems appropriate or in response to a legal or regulatory change, to you and/or specific users authorized with your practice, and may modify, suspend or terminate your use of the Service if you fail to comply with this Agreement. This suspension or termination may delete your information, files, and other previously available content except where prohibited by law. If Eluve terminates the Service or your use of the Eluve Service, these terms and conditions shall continue to be effective, including Sections 2, 4, 5, 8, 9, 10, 11, 12, 13, 14, 15, 16, and 17, to the extent not otherwise prohibited by law.

16. Your Responsibilities

You are responsible for adhering to the following principles when using the Services:

Respect: You are expected to demonstrate respectful behavior toward Eluve team members at all times.

Safety and Security: You are responsible for following safety instructions given to you by Eluve regarding Eluve's programs and services.

Intellectual Property: You agree to fully comply with the requirements stated in Section 5, above.

U.S. Government End Users. CPT is commercial technical data, which was developed exclusively at private expense by the American Medical Association (AMA), 330 North Wabash Avenue, Chicago, Illinois 60611. Use of CPT in connection with this product shall not be construed to grant the Federal Government a direct license to use CPT based on FAR 52.227-14 (Data Rights -- General) and DFARS 252.227-7015 (Technical Data -- Commercial Items).

CPT copyright 2025 American Medical Association. All rights reserved.

Fee schedules, relative value units, conversion factors and/or related components are not assigned by the AMA, are not part of CPT, and the AMA is not recommending their use. The AMA does not directly or indirectly practice medicine or dispense medical services. The AMA assumes no liability for data contained or not contained herein.

CPT is a registered trademark of the American Medical Association.

If you have not signed a separate written agreement with Eluve related to the Service, this Agreement and the BAA are the entire agreement between you and Eluve related to the Service, replacing any prior agreements. If there is any conflict between this Agreement and a signed written agreement between you and Eluve related to the Service, this Agreement will control. If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the remaining provisions of the Agreement remain in full force, provided that the essential terms and conditions of this Agreement remain valid, binding and enforceable and the economic and legal substance of the transactions contemplated by the Agreement are materially preserved. You may not assign, transfer, or delegate any of your rights or obligations under these terms and conditions, without our prior written consent. Eluve may assign, transfer, or delegate our rights and obligations under these terms and conditions, in whole or in part, in our sole discretion. The United States export control laws regulate the export and re-export of technology originating in the United States. This includes the electronic transmission of information and software to foreign countries and to certain foreign nationals. You agree to abide by these laws and their regulations. Nothing in this Agreement creates an agency, partnership, or joint venture. Failure to enforce any provision will not constitute a waiver of that provision.

18. AI Services

Eluve makes available artificial intelligence-powered features and tools as part of the Services including features that allow you to generate responses and other content based on the prompts you supply. Because these Services rely on emerging technology and the prompts and other inputs you provide, responses and other content generated by the Services may be inaccurate, offensive, and not represent Eluve’s views. The Services are not healthcare or medical providers, and any health or medical related information provided by the Services is for general informational and educational purposes only and is not professional advice. You must evaluate responses and other content generated by the Services for accuracy and appropriateness. You may not attempt to use the Services as a companion chatbot or attempt to bypass any protective measures or safety mitigations in the Services.

19. Additional Terms for Indonesia Users

Notwithstanding any other provision of these Terms and Conditions, to the extent you are located in and are using the Services in Indonesia, the following additional terms apply to you and, in the event of any conflict with the foregoing provisions of these Terms and Conditions, supersede.

19.1 Compliance with Indonesian Law.

You acknowledge and agree that your use of the Services must comply with all applicable laws and regulations of the Republic of Indonesia, including, without limitation, Law No. 27 of 2022 on Personal Data Protection (the “Personal Data Protection Law”), Law No. 17 of 2023 on Health, Government Regulation No. 28 of 2024 (the “Implementing Regulation”), and any implementing regulations or amendments thereto.

19.2 Patient Consent and Data Controller Status.

You represent and warrant that you act as the Data Controller with respect to all patient personal data processed through the Services and that you have obtained explicit and written consent from each patient whose personal data is processed through the Services, in accordance with the Personal Data Protection Law. You agree to retain documentation of such consent and to make it available to Eluve upon request.

19.3 Use of Patient Data.

Eluve will use patient health data collected through your use of the Services only in an anonymized and de-identified form, and strictly for medical research purposes. Eluve will not use such data in any manner that would enable re-identification of the data subject.

19.4 Sharing of Patient Records.

Eluve will share Patient’s Personal Health Confidentiality (as defined in Article 788 of the Implementing Regulation) only with individuals, entities, or organizations that you designate (collectively, “Relying Parties”), for the purposes of: (i) obtaining access to your patients' medical records; (ii) sharing your patients’ stored medical records with Eluve's third-party vendors; or (iii) other uses you specify in the application, which may include sharing your patients’ stored medical records with other third parties at your direction and with your consent.

19.5 Indemnification.

In addition to your other indemnification obligations under these Terms and Conditions, you agree to indemnify, defend, and hold harmless Eluve and the Eluve Parties from and against any Third Party Claims arising out of or related to: (i) your breach of any patient consent obligations under the Personal Data Protection Law or any other applicable Indonesian law; or (ii) any violation by you of the Personal Data Protection Law or other applicable Indonesian law in connection with your use of the Services.

19.6 Limitation of Liability.

Notwithstanding the limitation of liability set forth in Section 11, Eluve’s aggregate liability to you in connection with the Services in Indonesia is limited to the fees paid by you to Eluve in the twelve (12) months preceding the event giving rise to the claim.

19.7 Subscription and Payment

For users in Indonesia, the free trial period is sixty (60) days from the date you create your account, in lieu of the 30-day free trial period set forth in Section 10, above.

If you fail to pay any amount when due, Eluve may suspend your access to the Services after five (5) days of non-payment. You will remain liable for all amounts accrued through the date of suspension or termination, and Eluve will be entitled to recover its reasonable costs of collection, including attorneys’ fees.

Notwithstanding the cancellation provisions set forth in the Subscription; Payment Terms section above, you may cancel your subscription only by providing at least thirty (30) days’ prior written notice to Eluve before the next scheduled renewal.

All fees paid for the Services are non-refundable, in whole or in part.

19.8 Governing Law and Dispute Resolution.

You agree that any dispute arising out of or related to your use of the Services in Indonesia, are governed by the laws of the Republic of Indonesia. Any dispute, controversy, or claim arising out of or related to these Terms and Conditions or your use of the Services in Indonesia, including any question regarding its existence, validity, or termination, will be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the SIAC Rules in force at the time of the dispute, which rules are deemed incorporated by reference.

19.9 Bilingual Versions.

These Terms and Conditions are made available to you in English and the Indonesian language, and both versions are intended to be binding. In the event of any discrepancy between the Indonesian and English language versions, to the extent otherwise required under prevailing laws and regulations, the English language text controls and the Indonesian language version is deemed amended to the extent of such inconsistency to conform with the English language version.

20. Contact Information

Eluve is headquartered in Delaware in the United States of America.

Eluve, Inc. 8605 Santa Monica Blvd. PMB 880383 West Hollywood, CA 90069-4109

Last updated on July 20, 2026

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