Terms of Service

Effective Date: November 1, 2025
Last Updated: November 1, 2025

These Terms of Service ("Terms") constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you") and Adele Health, Inc. and its wholly-owned subsidiary, AdeleAI LLC (collectively, "Adele," "we," "us," or "our"), concerning your access to and use of the AdeleAI mobile application (the "App"), our websites located at adelehealth.com (the "Websites"), and all related services (collectively, the "Services").

BY CLICKING "I AGREE" OR BY ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICES.

THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION AND A CLASS ACTION WAIVER THAT REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. PLEASE READ SECTION 12 CAREFULLY.
1. Eligibility and Accounts

You must be at least 18 years of age to create an account and use the Services. You are responsible for maintaining the confidentiality and security of your account credentials, including using strong, unique passwords. You must not share your credentials with others. You are fully responsible for all activities that occur under your account. If you suspect unauthorized access to your account, you agree to take immediate steps to secure it, such as updating your password, and to notify us promptly.

2. Privacy Policy

Your use of the Services is also governed by our Privacy Policy, which is incorporated herein by reference.

3. CRUCIAL HEALTH AND MEDICAL DISCLAIMERS
THIS SECTION CONTAINS IMPORTANT DISCLAIMERS REGARDING HEALTH AND MEDICAL INFORMATION. PLEASE READ IT CAREFULLY.

• AdeleAI is a General Wellness Tool, NOT a Medical Device. The Services are intended only for maintaining and encouraging a healthy lifestyle and are for general wellness, informational, and educational purposes. The Services are NOT a medical device or medical software, are NOT intended for the diagnosis, cure, mitigation, treatment, or prevention of any disease or medical condition, and should NOT be used for medication management or dosing decisions. The Services have not been cleared or approved by the U.S. Food and Drug Administration (FDA).

NO Medical Advice. Adele, its staff, and the Services (including any information generated by artificial intelligence) DO NOT PROVIDE MEDICAL ADVICE. Any information or insights provided through the Services are for informational purposes only and are not a substitute for the professional judgment of a healthcare provider. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition.

NO Doctor-Patient Relationship. Your use of the Services does not create a doctor-patient or other professional-client relationship between you and Adele.

Emergency Situations. DO NOT USE THE SERVICES FOR MEDICAL EMERGENCIES. IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, CALL 911 OR YOUR DOCTOR IMMEDIATELY.

4. User Conduct, Representations, and Prohibited Uses

You agree not to use the Services for any unlawful purpose or in any way that violates these Terms.

User Representations. You represent and warrant that any data you submit to the Services (e.g., glucose readings, lifestyle tags) is accurate and truthful to the best of your knowledge.

Prohibited Uses. You specifically agree not to:

• Use the Services for any medical purpose, including but not limited to the diagnosis, management, or treatment of any health condition, making medication or insulin dosing decisions, or as a replacement for a medical device.

• Submit, post, or transmit sensitive personally identifiable information that is not required for the Services into any free-text or chat feature.

• Use automated means (e.g., bots, scrapers) to access, collect, or extract data from the Services without our prior written consent.

• Copy, modify, or distribute any portion of the Services’ content, including AI-generated insights, except as expressly permitted.

• Submit false, inaccurate, or misleading information.

• Attempt to reverse-engineer, decompile, or otherwise discover the source code of the App or its underlying technology.

• Violate any applicable local, state, national, or international law.

Violation of these terms, including any attempt to infringe or misuse our intellectual property, constitutes a material breach and may result in immediate termination of your account under Section 10.

5. Intellectual Property Rights

The Services and their entire contents, features, and functionality (including all software, text, images, and the design thereof) are owned by Adele, its licensors, or other providers of such material. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Services for your personal, non-commercial use only.

While you retain ownership of your underlying personal data, you grant Adele a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to use, reproduce, modify, adapt, and publish the data for the purpose of providing and improving the Services. Furthermore, you agree that Adele is the sole and exclusive owner of all rights, title, and interest in and to any and all aggregated and de-identified data, and any insights, trends, analytics, or AI models derived therefrom.

6. Data Portability

As detailed in our Privacy Policy, you have the right to request a copy of your personal information. You may request a copy of your personal information (e.g., glucose logs, lifestyle tags) in a structured, commonly used format (e.g., CSV) by emailing info@adelehealth.com. We will provide it within 45 days, subject to the identity verification procedures outlined in our Privacy Policy.

7. DISCLAIMER OF WARRANTIES

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, ADELE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

SPECIFICALLY, WE DO NOT WARRANT THAT ANY INFORMATION, INSIGHTS, OR OTHER CONTENT, INCLUDING AI-GENERATED CONTENT, OBTAINED THROUGH THE SERVICES IS ACCURATE, COMPLETE, OR RELIABLE. ARTIFICIAL INTELLIGENCE SYSTEMS MAY PRODUCE INACCURATE, INCOMPLETE, OR HARMFUL INFORMATION. YOUR RELIANCE ON ANY SUCH INFORMATION IS STRICTLY AT YOUR OWN RISK.

8. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ADELE OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES RESULTING FROM YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ADELE EXCEED THE GREATER OF (A) THE TOTAL AMOUNT PAID BY YOU TO ADELE IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).

THE LIMITATIONS IN THIS SECTION SHALL NOT APPLY TO LIABILITY RESULTING FROM OUR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD.

9. Indemnification

You agree to defend, indemnify, and hold harmless Adele and its affiliates from and against any claims, liabilities, damages, and expenses (including reasonable attorney's fees) arising from your use of the Services or your violation of any term of these Terms.

10. Termination

We may terminate or suspend your account and access to the Services immediately, without prior notice or liability, if you breach these Terms.

11. Governing Law

These Terms shall be governed by the laws of the State of Delaware, without regard to its conflict of law provisions. Any arbitration will be conducted in Nashville, Tennessee, per Section 12.

12. DISPUTE RESOLUTION BY BINDING ARBITRATION AND CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS. BY AGREEING TO THESE TERMS, YOU AND ADELE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

• Agreement to Arbitrate: You and Adele agree that any dispute, claim, or controversy arising out of or relating to these Terms or the use of the Services ("Disputes") will be resolved by binding arbitration, administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration will be held in Nashville, Tennessee.

CLASS ACTION WAIVER: YOU AND ADELE AGREE THAT EACH MAY BRING CLAIMS 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.

Opt-Out of Arbitration: You may opt out of this agreement to arbitrate. To opt out, you must notify us in writing within 30 days of the date that you first become subject to this arbitration provision. You must email your opt-out notice to: legal@adelehealth.com with the subject line "ARBITRATION OPT-OUT." If you opt out, you and Adele will resolve Disputes in a court of law.

13. Miscellaneous

Geographic Restrictions. The Services are intended for use by residents of the United States. We make no claims that the Services or any of its content is accessible or appropriate outside of the United States.

Force Majeure. We are not liable for any failure or delay in providing the Services due to events beyond our reasonable control, including but not limited to natural disasters, power outages, internet failures, government actions, or third-party service disruptions (e.g., cloud hosting or AI providers).

Export Controls. You may not use the Services in any country or by any person subject to U.S. export control laws or sanctions, including those administered by the U.S. Office of Foreign Assets Control (OFAC). You represent that you are not located in, under the control of, or a national or resident of any such country or on any such list.

Entire Agreement. These Terms constitute the entire agreement between you and Adele regarding our Services.

Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in effect.

Changes to These Terms. We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect by notifying you via email or through the App. Your continued use of the Services after such changes become effective constitutes your agreement to the new terms.

14. Contact Us

If you have any questions about these Terms, please contact us at support@adelehealth.com or write to us at: Adele Health, Inc., 4205 Hillsboro Pike Suite 300 Nashville, TN 37215.