Terms of Service

1. Agreement to These Terms

Xaia is a platform provided by VRx Health, Inc., a Delaware corporation doing business as “Xaia” (“VRx,” “we,” “us,” or “our”). These Terms of Service (this “Agreement”) govern your access to and use of Xaia’s websites, applications, and services (collectively, the “Services”). By creating an account, clicking to accept, or accessing or using any of the Services, you agree to be bound by this Agreement. If you accept this Agreement on behalf of a practice, health system, or other organization, you represent that you have the authority to bind that organization, and “you” includes that organization.

If you do not agree to this Agreement, do not use the Services. Where your organization has a separately negotiated written agreement with VRx covering the Services, that agreement governs to the extent it conflicts with this Agreement.

2. Dispute Resolution Notice

PLEASE BE AWARE THAT SECTION 19 AND APPENDIX 1 OF THIS AGREEMENT CONTAIN PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND VRx. AMONG OTHER THINGS, APPENDIX 1 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. APPENDIX 1 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 19 AND APPENDIX 1 CAREFULLY.

3. Important Safety Notice

IF YOU ARE THINKING ABOUT SUICIDE, IF YOU ARE CONSIDERING HARMING YOURSELF OR OTHERS, IF YOU FEEL THAT ANY OTHER PERSON MAY BE IN DANGER, OR IF YOU HAVE ANY MEDICAL EMERGENCY, IMMEDIATELY CALL YOUR LOCAL EMERGENCY NUMBER (911 IN THE UNITED STATES) OR, IN THE UNITED STATES, CALL OR TEXT 988 TO REACH THE 988 SUICIDE & CRISIS LIFELINE. THE SERVICES ARE NOT DESIGNED FOR USE IN EMERGENCIES AND VRx CANNOT PROVIDE THE ASSISTANCE REQUIRED IN THESE SITUATIONS.

The Services are not intended for the provision of clinical diagnosis requiring an in-person evaluation, and you should not use them if you need official documentation or approvals for purposes such as, but not limited to, court-ordered therapy or emotional support animal certification. Do not disregard, avoid, or delay obtaining in-person care from your doctor or other qualified professional because of information you received through the Services.

4. The Services

Xaia is an AI-assisted platform for mental and behavioral health. Depending on how the Services are made available to you, they may include patient-facing chat and voice sessions, assessments and data collection, clinical documentation tools for providers (such as ambient and dictated note drafting), chart and record summarization, care coordination and referral tools, patient communication, scheduling, and billing support.

VRx is a technology company. VRx does not practice medicine, psychology, or any other licensed profession, does not provide medical care or medical advice, and is not a healthcare provider. No provider-patient or therapist-client relationship is created between you and VRx by your use of the Services. When you use the Services in connection with a healthcare provider or organization, your medical care remains the sole responsibility of that provider or organization.

5. AI-Generated Content

The Services use artificial intelligence to generate content, including conversation responses, session summaries, draft clinical notes, chart summaries, suggestions, and insights (“AI Output”). AI Output is generated by statistical models and may be inaccurate, incomplete, or inapplicable to a particular situation, even when it appears confident or authoritative.

For individual and patient users: AI Output is provided for informational and supportive purposes only. It is not medical advice, diagnosis, or treatment, and it does not replace your healthcare provider. Direct any questions about your health, medications, or treatment to your provider.

For healthcare providers: AI Output is a drafting and decision-support aid only. You are solely responsible for reviewing, verifying, and correcting all AI Output before relying on it or incorporating it into the medical record, and for exercising your own independent professional judgment in all clinical decisions. AI Output is never a substitute for that judgment, and VRx is not responsible for clinical decisions made or documentation signed by you or your organization.

6. Individual and Patient Users

Most individual users access the Services through a healthcare provider or organization that has invited them. Your use of the Services does not change your provider’s responsibility for your care, and information you share through the Services may be made available to your provider and their care team as described in our Privacy Policy and as arranged by your provider.

You must be at least 18 years old to use the Services on your own behalf. A minor may use the Services only when directed by their healthcare provider or organization and with the consent of a parent or legal guardian, where permitted by applicable law.

You are responsible for the accuracy of the information you provide through the Services and for keeping your access credentials and devices secure.

7. Healthcare Providers and Organizations

A. Eligibility and licensure. If you use the Services as a healthcare provider, you represent that you hold, and will maintain, all licenses, certifications, and registrations required to provide your professional services, and that you will use the Services only within the scope of your licensure and in compliance with applicable law and professional standards.

B. Accounts. Provider accounts are personal to the individual. You are responsible for maintaining the confidentiality of your credentials, for enabling and maintaining the required authentication factors, and for all activity under your account. You must notify us promptly at support@xaia.health of any suspected unauthorized access.

C. Organizations and administrators. An organization’s administrators may manage its settings, members, subscriptions, and data within the Services, and actions they take bind the organization. The person who creates an organization on Xaia represents that they are authorized to act on its behalf.

D. HIPAA and the Business Associate Agreement. Where your organization is a covered entity (or a business associate of one) under HIPAA and protected health information is processed through the Services, the Xaia Business Associate Agreement between VRx and your organization is incorporated into and forms part of this Agreement, unless a separately executed business associate agreement between VRx and your organization governs.

E. Patient consents and recording laws. You and your organization are responsible for obtaining and documenting all patient consents, authorizations, and notices required by applicable law and professional standards for your use of the Services, including consents required for recording, transcription, or AI-assisted documentation of patient encounters under applicable recording and wiretap laws.

F. Your patients. As between you and VRx, you and your organization are solely responsible for the care of your patients, for the accuracy and completeness of the medical records you create or sign, for the claims you submit, and for supervising any trainees or staff who use the Services under your direction.

8. Privacy and Security

Information about our privacy and security practices can be found in our Privacy Policy. BY AGREEING TO THIS AGREEMENT AND/OR BY USING THE SERVICES, YOU ARE ALSO AGREEING TO THE TERMS OF THE PRIVACY POLICY. THE PRIVACY POLICY IS INCORPORATED INTO AND DEEMED A PART OF THIS AGREEMENT. The same rules that apply to changes and revisions of this Agreement also apply to changes and revisions of the Privacy Policy.

Your use of the Services may also be subject to additional terms communicated to you by us from time to time (including within the Services) and, where you obtained an application from an app store, the terms of that store. By using the Services, you agree to our collection and use of certain information about you and technical information about the devices you use, as described in the Privacy Policy, to provide, secure, and improve the Services.

9. Subscriptions, Fees, and Trials

A. Plans and renewal. Certain Services require a paid subscription. Pricing and plan details are presented at the time of purchase. Subscriptions renew automatically at the end of each billing period until canceled, and you authorize us and our payment processor to charge the payment method on file for each renewal. You can cancel at any time from your account or by contacting support; cancellation takes effect at the end of the current billing period, and you must cancel before renewal to avoid the next charge.

B. Free trials. A subscription may begin with a free trial. A payment method may be required to start the trial, and unless you cancel before the trial ends, the subscription begins and the payment method is charged automatically when the trial period expires.

C. Usage-based features. Some features are metered through usage credits or other usage-based pricing described within the Services. Included allowances, consumption rates, and any expiration of credits are as described where the feature is offered.

D. Changes and taxes. We may change our fees and plans; changes to a subscription you already have take effect at your next renewal following reasonable notice to you. Fees are exclusive of taxes, which you are responsible for where applicable. Failure to pay fees when due may result in suspension or termination of access to paid features after notice.

E. Organizations with negotiated agreements. Fees for organizations with a separately negotiated agreement or order form are governed by that document.

10. Acceptable Use

You agree not to, and not to permit anyone acting through your account to: (a) use the Services in violation of applicable law or professional standards; (b) submit information you do not have the right to submit, including another person’s health information without lawful authority; (c) misrepresent your identity, licensure, or credentials; (d) attempt to probe, scan, or breach the security of the Services or access accounts or data belonging to others; (e) reverse engineer, decompile, or copy the Services or use them to build a competing product; (f) use automated means to scrape or bulk-extract data from the Services; (g) attempt to manipulate AI features into producing content that violates this Agreement, or use AI Output to generate falsified medical records or fraudulent claims; (h) resell, sublicense, or make the Services available to third parties except as expressly permitted; or (i) interfere with the proper operation of the Services or impose an unreasonable load on our infrastructure.

We may investigate suspected violations and may suspend or terminate access as described in Section 13.

11. Customer Data and Intellectual Property

A. Your data. As between you and VRx, you (or your organization, or the patient, as applicable under law and your arrangements) retain all rights to the data you submit to the Services, including patient records and protected health information (“Customer Data”). You grant VRx the right to process Customer Data as necessary to provide, secure, maintain, and improve the Services, consistent with the Privacy Policy, the Business Associate Agreement where it applies, and applicable law. VRx may create and use de-identified data only as permitted by applicable law and the Business Associate Agreement where it applies.

B. Our platform. The Services, including all software, models, designs, and content provided by VRx (but excluding Customer Data), are and remain the exclusive property of VRx and its licensors. Subject to this Agreement, we grant you a limited, non-exclusive, non-transferable right to access and use the Services for their intended purposes during your subscription or authorized access. No other rights are granted.

C. Feedback. If you provide suggestions or feedback about the Services, we may use them without restriction or obligation to you.

12. Third-Party Services and Content

The Services interoperate with third-party services, such as electronic health record systems, payment processors, and communication carriers, and may contain content, products, or services offered by third parties (“Third Party Content”) or links to Third Party Content. Third-party services are governed by their own terms and privacy policies, and your organization is responsible for its arrangements with its own vendors (such as its EHR). We are not responsible for Third Party Content and will not be liable for any damage or loss caused by it. You will need to make your own independent judgment about whether to use any third-party services or content.

13. Term, Suspension, and Termination

This Agreement applies for as long as you use the Services. You may stop using the Services, and cancel any subscription, at any time. We may suspend or terminate your access to the Services (or any feature) if you materially breach this Agreement, if required by law, if your use presents a security risk to the Services or others, or upon nonpayment of fees after notice. Where practicable, we will give you notice and an opportunity to cure before termination for breach.

Upon termination of an organization’s use of the Services, the return, deletion, or retention of protected health information is handled as provided in the applicable Business Associate Agreement, and other Customer Data is handled as described in the Privacy Policy and applicable law. Sections of this Agreement that by their nature should survive termination (including Sections 11, 14, 15, 16, 19, and Appendix 1) survive.

14. Disclaimer of Warranty

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU UNDERSTAND, AGREE AND ACKNOWLEDGE THAT THE SERVICES ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, NON-INFRINGEMENT, SECURITY, FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY. WITHOUT LIMITING THE FOREGOING, VRx DOES NOT WARRANT THAT AI OUTPUT WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR CLINICAL OR OTHER PURPOSE. THE USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE FULLEST EXTENT OF THE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU HEREBY RELEASE US AND AGREE TO HOLD US HARMLESS FROM ANY AND ALL CAUSES OF ACTION AND CLAIMS OF ANY NATURE RESULTING FROM THE SERVICES AND/OR YOUR USE OF THE SERVICES, INCLUDING (WITHOUT LIMITATION) ANY ACT, OMISSION, OPINION, RESPONSE, ADVICE, SUGGESTION, INFORMATION AND/OR SERVICE OF ANY KIND AND/OR ANY OTHER CONTENT OR INFORMATION ACCESSIBLE THROUGH THE SERVICES. YOU UNDERSTAND, AGREE AND ACKNOWLEDGE THAT WE SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES. YOU UNDERSTAND, AGREE AND ACKNOWLEDGE THAT OUR AGGREGATE LIABILITY FOR DAMAGES ARISING WITH RESPECT TO THIS AGREEMENT AND ANY AND ALL USE OF THE SERVICES WILL NOT EXCEED THE TOTAL AMOUNT OF MONEY PAID BY YOU OR ON YOUR BEHALF TO VRx IN THE 12 MONTH PERIOD PRIOR TO THE DATE OF THE CLAIM. NOTHING IN THIS SECTION LIMITS A PARTY’S LIABILITY FOR ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR ANY LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

If the applicable law does not allow the limitation of liability as set forth above, the limitation will be deemed modified solely to the extent necessary to comply with applicable law. This section shall survive the termination or expiration of this Agreement.

16. Indemnification

If you use the Services as a healthcare provider or organization, you agree to defend, indemnify, and hold harmless VRx and its officers, directors, employees, and agents from and against third-party claims, damages, and expenses (including reasonable attorneys’ fees) arising out of (a) the professional services you or your organization provide to patients, including clinical decisions and medical records; (b) your breach of this Agreement, including Section 7 (Healthcare Providers and Organizations) and Section 10 (Acceptable Use); or (c) your violation of applicable law, except in each case to the extent caused by VRx’s breach of this Agreement, gross negligence, or willful misconduct.

17. Updates and Changes

A. To the Services. We regularly update and improve the Services and may add, change, or remove features. We may ask you to update the software you use to access the Services; if you choose not to install updates, some Services may not continue to function.

B. To this Agreement. We may revise this Agreement from time to time. The “Last updated” date and version at the top of this page reflect the current revision. For material changes, we will provide notice through the Services or by email before the changes take effect. Your continued use of the Services after changes take effect constitutes your acceptance of the revised Agreement; if you do not agree, you must stop using the Services.

18. Notices and Support

We may provide notices to you by email to the address we have on record, through the Services, by regular mail, or by posting online. The date of receipt shall be deemed the date on which such notice is given. Notices to us must be delivered by email to support@xaia.health. For help with the Services, contact support@xaia.health.

Notice to California residents: The Board of Behavioral Sciences receives and responds to complaints regarding services provided within the scope of practice of marriage and family therapists, clinical social workers, or professional clinical counselors. You may contact the board online at www.bbs.ca.gov or by calling (916) 574-7830.

19. General Provisions

19.1. Entire Agreement. This Agreement, together with the Privacy Policy and, where applicable, the Business Associate Agreement incorporated by reference herein, comprises the entire understanding and agreement between you and VRx as to the subject matter hereof, and supersedes any and all prior discussions, agreements, and understandings of any kind, including without limitation any prior versions of this Agreement. Section headings are for convenience only and shall not govern the meaning or interpretation of any provision.

19.2. Assignment. We reserve the right to assign our rights without restriction, including to any VRx affiliates or subsidiaries, or to any successor in interest. If VRx is acquired by or merged with a third-party entity, we reserve the right to transfer or assign the information we have collected as part of such merger, acquisition, sale, or other change of control, subject to the Privacy Policy and the Business Associate Agreement where they apply. You may not assign any rights granted under this Agreement without our written consent. Any attempted transfer or assignment in violation hereof shall be null and void.

19.3. Severability. If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under the law, and the validity or enforceability of any other provision shall not be affected.

19.4. Survival. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement shall survive the termination or expiration.

19.5. Governing Law. These terms are governed by the laws of the State of California, without regard to principles of conflict of law, except to the extent governed by United States federal law.

19.6. Agreement to Arbitrate. You agree to be bound by the Arbitration Agreement in Appendix 1 to this Agreement.

19.7. Force Majeure. We shall not be liable for delays, failure in performance, or interruption of service resulting from any cause or condition beyond our reasonable control, including but not limited to interruption in telecommunications or Internet services, failure of equipment, acts of God, acts of civil or military authorities, terrorism, civil disturbance, war, strike or other labor disputes, fire, pandemic, or other catastrophes.

19.8. Non-Waiver of Rights. This Agreement shall not be construed to waive rights that cannot be waived under applicable laws. Our failure to insist upon or enforce strict performance by you of any provision or to exercise any right under this Agreement shall not be construed as a waiver of any provision or right.

19.9. Your Relationship With Us. VRx is an independent contractor for all purposes. Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture between you and VRx, or authorize you to act as agent of VRx.

Appendix 1: Arbitration Agreement

1.1. Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and VRx agree that any dispute, claim, or disagreement arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold or distributed through the Services, or this Agreement (including prior versions), will be resolved by binding arbitration, rather than in court, with limited exceptions. “Dispute” includes any claims that arose before the effective date of this Agreement or after its termination.

1.2. Waiver of Jury Trial. YOU AND VRx HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.

1.3. Waiver of Class and Other Non-Individualized Relief. YOU AND VRx AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND EACH PARTY WAIVES ANY RIGHT TO HAVE ANY DISPUTE BROUGHT, HEARD, OR ARBITRATED AS A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION.

1.4. Rules and Forum. The Federal Arbitration Act will govern the interpretation and enforcement of this Arbitration Agreement. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules (or, for business users, the Commercial Arbitration Rules). If the AAA is unavailable, the parties will select an alternative forum. The place of arbitration will be your county of residence (or principal place of business), unless otherwise agreed.

1.5. Arbitrator. The arbitrator shall be a retired judge or an attorney licensed to practice law in California, selected by mutual agreement of the parties or appointed by the AAA.

1.6. Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including disputes about the interpretation, applicability, enforceability, or validity of this Arbitration Agreement, with specific exceptions as outlined above.

1.7. Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that a claim or defense was frivolous or brought for an improper purpose.

1.8. Batch Arbitration. If 100 or more individual requests of a substantially similar nature are filed against VRx by or with the same law firm or organization in a 30-day period, the AAA will administer the demands in batches of 100 requests, appoint one arbitrator per batch, and conduct each batch as a single consolidated arbitration.

1.9. Modification. If VRx makes any future material change to this Arbitration Agreement, it will notify you. Your continued use of the Services following the posting of changes constitutes your acceptance of any such changes.