Terms of Service

1. Definitions

As used in these Terms, the following capitalized terms have the meanings set forth below:

“Platform”

The Crebral Health software-as-a-service application, including all web interfaces, APIs, mobile applications, and associated infrastructure made available at crebral.ai and any successor domains.

“Services”

All features and functionalities provided through the Platform, including bloodwork ingestion, biological-age clock analysis, AI-generated longevity program drafts, evidence grading and citation, clinic workflow tools, scheduling, patient tracking, and longitudinal laboratory management.

“User(s)”

Any individual or entity that accesses the Platform under a valid subscription account, including Practitioners and their authorized staff.

“Practitioner(s)”

Licensed healthcare professionals (including but not limited to physicians, nurses, naturopathic doctors, registered dietitians, and other credentialed longevity or functional-medicine practitioners) who subscribe to the Platform in a professional capacity and hold an active, valid license to practice in their applicable jurisdiction(s).

“Clients / Patients”

The patients, clients, or individuals whose health and biomarker data a Practitioner submits to the Platform on their behalf.

“Content”

All text, data, information, images, reports, or other materials made available through the Platform, including AI-Generated Output.

“AI-Generated Output”

Longevity program drafts, biomarker analyses, evidence summaries, recommended protocols, and any other output produced by Crebral Health's automated algorithms, machine-learning models, or generative artificial-intelligence systems (collectively, the "AI Engine").

“PHI”

Protected Health Information as defined under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (collectively, "HIPAA"), 45 C.F.R. Parts 160 and 164.

“De-Identified Data”

Health information that has been de-identified in accordance with the HIPAA Safe Harbor method (45 C.F.R. § 164.514(b)) or Expert Determination method (45 C.F.R. § 164.514(b)(1)), such that it no longer meets the definition of PHI.

“BAA”

A Business Associate Agreement executed between Crebral Health and a Covered Entity Practitioner as required by HIPAA, governing Crebral Health's processing of PHI on behalf of such Practitioner.

2. Acceptance of Terms / Agreement to Be Bound

By clicking “I Agree,” “Sign Up,” “Accept,” or any similar button or checkbox, by accessing or using the Platform, or by authorizing any individual to access the Platform on behalf of an entity, you agree to be bound by these Terms, our Privacy Policy (incorporated herein by reference), and any additional policies or guidelines posted on the Platform. These Terms are effective as of the date you first accept them (the “Effective Date”).

If you are accepting these Terms on behalf of a legal entity (such as a clinic, medical practice, or professional corporation), you represent and warrant that you have the authority to bind that entity to these Terms. In that case, “you” refers to both you as an individual and that entity jointly and severally.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE PLATFORM.

3. Eligibility

The Platform is a business-to-business (B2B) tool designed exclusively for use by licensed healthcare and wellness practitioners. To use the Platform you must:

• Hold a current, valid, and unrestricted professional license or credential authorizing you to practice healthcare, nutrition, functional medicine, or a related discipline in each jurisdiction in which you use the Platform;
• Be at least eighteen (18) years of age and have the legal capacity to enter into a binding contract;
• Use the Platform solely in a professional, B2B capacity — the Platform is NOT intended for and may not be used as a direct-to-consumer clinical tool (i.e., you may not provide access to the Platform directly to patients or the general public as if it were a consumer health application);
• Not be prohibited by applicable law from accessing or using the Services or from receiving products, services, or software originating from the United States; and
• Not have had a prior account terminated by Crebral Health for cause.

We reserve the right to verify eligibility at any time and to suspend or terminate accounts that do not meet these requirements. By accessing the Platform, you represent and warrant that all eligibility conditions are and remain satisfied throughout your use of the Services.

4. Description of Services

Crebral Health provides a research and education platform for licensed longevity practitioners. The Services include:

• Bloodwork Ingestion: Secure upload and parsing of patient laboratory results from standard lab formats and integrated laboratory partners;
• Biological-Age Clock Analysis: Integration with third-party epigenetic and biological-age clock providers to generate biological-age estimates and related metrics;
• AI-Generated Longevity Program Drafts: Automated production of personalized longevity program drafts incorporating biomarker findings, biological-age data, and practitioner-specified goals;
• Evidence Grading and Citations: Algorithmic grading of the evidence base supporting program recommendations, with automatically sourced citations to peer-reviewed literature;
• Clinic Workflow Tools: Scheduling, patient tracking, longitudinal laboratory management, and related practice-management features.

Crebral Health reserves the right to add, modify, suspend, or discontinue any aspect of the Services at any time, with reasonable notice where practicable. The Services are provided “as is” as more fully described in Section 19.

5. PLATFORM DOES NOT PROVIDE MEDICAL ADVICE / EDUCATIONAL PURPOSE ONLY

THE PLATFORM AND ALL SERVICES ARE PROVIDED FOR EDUCATIONAL AND INFORMATIONAL PURPOSES ONLY. CREBRAL HEALTH DOES NOT PRACTICE MEDICINE, NURSING, DIETETICS, OR ANY OTHER LICENSED HEALTHCARE PROFESSION. THE PLATFORM DOES NOT PROVIDE MEDICAL ADVICE, MEDICAL DIAGNOSES, TREATMENT PLANS, OR PRESCRIPTIONS, AND NOTHING ON THE PLATFORM OR IN ANY AI-GENERATED OUTPUT CONSTITUTES MEDICAL ADVICE.

All AI-Generated Output — including longevity program drafts, biomarker interpretations, evidence summaries, and protocol recommendations — are analytical and educational starting points provided exclusively to licensed Practitioners who are solely responsible for reviewing, validating, modifying, and approving any content before it influences patient care. The Platform is a B2B tool for Practitioners; it is not designed for, marketed to, or intended to be used by patients or consumers directly.

Biomarker reference ranges displayed on the Platform are derived from population-level research datasets and peer-reviewed literature. They may differ from the clinical reference intervals used by your laboratory, your jurisdiction’s standard of care, or the specific clinical context of a given patient. A value flagged by the Platform as out-of-range or notable is not a diagnosis and does not substitute for a Practitioner’s clinical assessment.

Practitioners must independently evaluate all AI-Generated Output in the context of each patient’s complete medical history, current medications, contraindications, and individual circumstances before making any clinical decision.

6. No Practitioner–Patient Relationship Created

CREBRAL HEALTH DOES NOT CREATE, AND EXPRESSLY DISCLAIMS, ANY PRACTITIONER–PATIENT, PROVIDER–PATIENT, THERAPIST–CLIENT, OR SIMILAR PROFESSIONAL RELATIONSHIP WITH ANY PATIENT OR CLIENT WHOSE DATA IS PROCESSED THROUGH THE PLATFORM.

The relationship that exists through the Platform is solely between Crebral Health and the Practitioner subscriber. Crebral Health assumes no duty of care, clinical duty, fiduciary duty, or other professional obligation to any patient or client of a Practitioner. Patients and clients interact with Practitioners directly; Crebral Health is a technology services provider to Practitioners only.

7. Practitioner Responsibility and Clinical Autonomy

As a Practitioner, you are solely and exclusively responsible for:

• All clinical decisions, diagnoses, treatment plans, prescriptions, and recommendations you make for your patients, whether or not they involve or incorporate AI-Generated Output from the Platform;
• Independently reviewing, critically evaluating, modifying, and approving all AI-Generated Output before using it in any form in connection with patient care — AI-Generated Output is a draft starting point, not a finished clinical product;
• Exercising independent professional judgment consistent with your applicable standard of care, ethical obligations, and licensing requirements;
• Obtaining informed consent from each patient prior to using AI-assisted analysis in their care, including, where required by applicable law (such as California Health & Safety Code § 1339.60 and analogous statutes), a disclosure that their program or analysis was generated with the assistance of artificial intelligence;
• Maintaining current, valid, and unrestricted professional licenses and credentials in all relevant jurisdictions throughout your use of the Platform;
• Maintaining adequate malpractice, professional liability, and/or errors-and-omissions insurance coverage appropriate to your practice; and
• Ensuring that your use of the Platform, including your submission of patient data, complies with all applicable laws, including HIPAA, state medical practice acts, and professional ethics codes.

CREBRAL HEALTH IS NOT LIABLE FOR ANY CLINICAL OUTCOME, ADVERSE EVENT, PATIENT HARM, MALPRACTICE CLAIM, REGULATORY SANCTION, OR OTHER CONSEQUENCE ARISING FROM A PRACTITIONER’S CLINICAL DECISIONS, WHETHER OR NOT THOSE DECISIONS WERE INFORMED BY AI-GENERATED OUTPUT.

8. AI-Generated Content Disclosure and Limitations

The Platform uses automated algorithms, machine-learning models, and generative artificial intelligence to produce AI-Generated Output. You expressly acknowledge and agree:

• AI-Generated Programs and analyses are analytical starting points. They are not diagnoses, treatment plans, or medical advice, and they do not represent the independent professional judgment of any licensed clinician at Crebral Health;
• Generative AI systems can produce inaccurate, incomplete, outdated, or contextually inappropriate outputs, including fabricated or “hallucinated” citations to literature that may not exist, may not support the stated proposition, or may have been retracted. Crebral Health does not manually verify each citation or claim in AI-Generated Output;
• You, as the Practitioner, must independently verify every citation, evidence grade, and factual claim before relying on it in patient care. You must access and read the underlying source to confirm it supports the stated conclusion;
• The AI Engine underlying the Platform was trained on data available as of [AI training-data cutoff date]. It may not reflect subsequent research, guideline changes, drug approvals, or clinical developments;
• Evidence grades assigned to recommendations are generated algorithmically based on the AI Engine’s assessment of the cited literature. They are not a substitute for your own critical appraisal of the evidence; and
• Where applicable law requires disclosure to patients that their health communications or program materials were generated with the assistance of artificial intelligence — including California Health & Safety Code § 1339.60 (AB 3030), which applies to AI-generated patient-facing health communications — you are solely responsible for providing such disclosure, ensuring provider review of AI-generated materials before sharing them with patients, or otherwise satisfying your applicable statutory obligations.

9. Account Registration and Security

To access the Platform you must create an account and provide accurate, complete, and current information, including your professional credentials. You agree to update your account information promptly if it changes. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You must notify us immediately at team@Crebral.ai if you suspect unauthorized access to your account. Crebral Health is not liable for any loss arising from unauthorized access to your account where you have failed to maintain adequate credential security.

You may not share your account credentials with any person who is not an authorized member of your practice or staff. Each individual user within your organization who accesses the Platform must have their own account or be added as an authorized sub-user under your subscription, as permitted by your plan.

10. License Grant

Subject to your compliance with these Terms and payment of applicable Fees, Crebral Health grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for your internal professional purposes as a licensed Practitioner. This license does not include any right to copy, modify, distribute, sell, resell, publicly display, or create derivative works of the Platform or any Content, except as expressly permitted in writing by Crebral Health or as required by applicable law.

11. Acceptable Use / Prohibited Uses

You agree not to:

• Resell, sublicense, or make the Platform available to any third party as a service;
• Reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying algorithms of the Platform or AI Engine;
• Use AI-Generated Output, in whole or in part, to train, fine-tune, benchmark, or otherwise improve any competing artificial-intelligence model, product, or service without Crebral Health’s prior written consent;
• Remove, obscure, or alter any “AI-generated” labels, attribution notices, evidence-grade disclaimers, or citations included in AI-Generated Output;
• Submit false, misleading, or fraudulent information, including misrepresentation of your credentials or licensure status;
• Interfere with or disrupt the integrity, security, or performance of the Platform or its underlying infrastructure;
• Use the Platform for any unlawful purpose or in violation of any applicable federal, state, or local law or regulation, including HIPAA and applicable state health data privacy laws; or
• Access or attempt to access any account, data, or system of another user without authorization.

12. Subscription, Fees, and Payment

Access to the Platform requires a paid subscription. Current subscription tiers and fees are described at crebral.ai/pricing and may be updated from time to time. By subscribing, you authorize Crebral Health or its payment processor to charge your designated payment method on the applicable billing cycle (monthly or annual, as selected).

• Auto-Renewal: Subscriptions renew automatically at the end of each billing period at the then-current rate unless you cancel before the renewal date.
• Cancellation: You may cancel your subscription at any time through your account settings or by contacting team@Crebral.ai. Cancellation takes effect at the end of the current billing period; no partial-period refunds are provided except as required by applicable law or as expressly stated in your order.
• Price Changes: We will notify you of material price changes with at least thirty (30) days’ advance notice. Continued use of the Platform after a price change constitutes your acceptance of the new fees.
• Taxes: All fees are exclusive of applicable taxes, which you are responsible for paying.

13. Intellectual Property

Crebral Health’s IP: The Platform, including its software, AI Engine, algorithms, user interface, design, trademarks, service marks, logos, and all Content created by Crebral Health, is owned by Crebral Health or its licensors and is protected by applicable intellectual property laws. Nothing in these Terms transfers ownership of any of Crebral Health’s intellectual property to you.

Practitioner’s Clinical Modifications: When you review, edit, modify, and approve an AI-Generated Output to create a finalized clinical program for a patient (the “Approved Program”), you own the incremental clinical judgment and modifications you add. Crebral Health retains all rights to the underlying AI Engine and the raw AI-Generated Output prior to your modification.

Patient Data: Patient health data and PHI submitted to the Platform remains the property of the patient (and/or the Covered Entity Practitioner as their custodian under HIPAA). Crebral Health processes patient data solely as a Business Associate on your behalf and does not claim ownership of patient data.

Feedback: If you provide feedback, suggestions, or ideas regarding the Platform, you grant Crebral Health a perpetual, irrevocable, royalty-free license to use such feedback for any purpose without compensation to you.

14. User Content and Data License

By submitting data to the Platform — including patient biomarker data, laboratory results, biological-age clock reports, clinical notes, and other health information — you grant Crebral Health a limited, non-exclusive license to process, store, and use that data solely to provide and maintain the Services for your account, as further described in our Privacy Policy.

De-Identification and Research Use: Subject to your BAA and Privacy Policy, Crebral Health may de-identify patient data in accordance with 45 C.F.R. § 164.514 and use resulting De-Identified Data for platform improvement, research, and analytics purposes. We will not use individually identifiable PHI or personally identifiable information for AI model training or product development without your separate, explicit written consent.

15. Third-Party Services and Integrations

The Platform may integrate with third-party services, including laboratory connectors (e.g., Rupa Health, Quest, LabCorp), EHR/EMR systems, biological-age clock providers (e.g., epigenetic clock labs), and payment processors. These integrations are provided as a convenience. Crebral Health does not control, endorse, or warrant the accuracy, completeness, or reliability of any data, outputs, or services provided by third parties.

Your use of third-party services is subject to those third parties’ own terms of service and privacy policies. Crebral Health is not responsible for any errors, inaccuracies, delays, outages, or legal compliance failures originating from third-party integrations. When you connect a third-party service to your account, you represent that you have the authority to do so and that the connection complies with applicable law.

16. HIPAA / PHI Compliance

IF YOU ARE A COVERED ENTITY UNDER HIPAA, YOU MUST EXECUTE A VALID BUSINESS ASSOCIATE AGREEMENT WITH CREBRAL HEALTH BEFORE UPLOADING, TRANSMITTING, OR OTHERWISE PROCESSING ANY PROTECTED HEALTH INFORMATION THROUGH THE PLATFORM.

Crebral Health acts as a Business Associate (as defined at 45 C.F.R. § 160.103) with respect to PHI that Covered Entity Practitioners submit through the Platform. The processing of PHI is governed by the executed BAA between you and Crebral Health, which is available for review and execution at the Business Associate Agreement page and is incorporated by reference into these Terms.

Processing PHI through the Platform without a valid, executed BAA in place constitutes a material breach of these Terms and may also constitute a HIPAA violation for which you are solely responsible. Crebral Health reserves the right to immediately suspend or terminate your access to the Platform if it discovers or reasonably suspects PHI is being processed without a valid BAA.

Not all Practitioners are Covered Entities under HIPAA (for example, certain coaches or wellness professionals who do not bill government health programs may not be Covered Entities). Regardless of your HIPAA status, you remain responsible for complying with all applicable state health-data privacy laws in your jurisdiction.

17. Confidentiality

Each party may have access to the other’s confidential information in connection with the Services (“Confidential Information”). Confidential Information includes, without limitation, patient data, PHI, proprietary algorithms, business plans, pricing, technical information, and non-public financial data. Each party agrees to: (a) hold the other party’s Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care); (b) use Confidential Information only as necessary to perform its obligations or exercise its rights under these Terms; and (c) not disclose Confidential Information to third parties without prior written consent, except as required by law or legal process (with prompt notice to the other party to the extent permitted by law).

18. Privacy Policy Incorporation

Our Privacy Policy, available at crebral.ai/privacy, describes how we collect, use, disclose, and protect information in connection with the Services. The Privacy Policy is incorporated into these Terms by reference and forms part of this agreement. In the event of any conflict between these Terms and the Privacy Policy with respect to data handling, the Privacy Policy and any applicable BAA shall govern to the extent of such conflict.

19. Warranty Disclaimer

THE PLATFORM AND ALL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CREBRAL HEALTH EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AND UNINTERRUPTED AVAILABILITY.

WITHOUT LIMITING THE FOREGOING, CREBRAL HEALTH MAKES NO WARRANTY THAT: (A) AI-GENERATED PROGRAMS, BIOMARKER ANALYSES, OR CITED EVIDENCE ARE ACCURATE, COMPLETE, CURRENT, OR CLINICALLY APPROPRIATE; (B) BIOMARKER REFERENCE RANGES DISPLAYED ON THE PLATFORM ARE SUITABLE FOR ANY PARTICULAR PATIENT’S CLINICAL SITUATION; (C) THE PLATFORM WILL MEET YOUR REQUIREMENTS OR BE ERROR-FREE; OR (D) ANY DEFECTS IN THE PLATFORM WILL BE CORRECTED.

Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to you in full.

20. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CREBRAL HEALTH, ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, DAMAGE TO REPUTATION, CLINICAL OUTCOME FAILURES, PATIENT HARM, OR COSTS OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE PLATFORM OR SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF CREBRAL HEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ANY EVENT, CREBRAL HEALTH’S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) ONE HUNDRED DOLLARS ($100.00) OR (B) THE TOTAL FEES PAID BY YOU TO CREBRAL HEALTH IN THE TWELVE (12) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Some jurisdictions do not allow the limitation or exclusion of certain damages, so some or all of the above limitations may not apply to you.

21. Indemnification

You agree to defend, indemnify, and hold harmless Crebral Health and its affiliates, licensors, service providers, employees, agents, officers, directors, and successors from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, and attorneys’ fees arising out of or relating to:

• Any clinical decision, diagnosis, treatment plan, prescription, or recommendation you make for a patient, whether or not informed by AI-Generated Output;
• Your modification, approval, use, or distribution of AI-Generated Output in connection with patient care;
• Your failure to disclose to patients the AI-assisted nature of their program or analysis where such disclosure is required by applicable law;
• Your violation or alleged violation of HIPAA, any applicable state health-data privacy law, or any other applicable law or regulation;
• Your misrepresentation of your credentials, licensure, or authority;
• Your breach of any representation, warranty, or obligation under these Terms; or
• Your use of the Platform in a manner not authorized by these Terms.

22. Modifications to the Platform and Terms

Crebral Health reserves the right to modify, update, or discontinue the Platform or any part of the Services at any time, with or without notice, and without liability to you. We will provide reasonable advance notice of material discontinuations where practicable.

We may update these Terms at any time. When we make material changes, we will notify you by email or by a prominent notice on the Platform at least thirty (30) days before the changes take effect, unless an earlier effective date is required by law. Your continued use of the Platform after the effective date of any updated Terms constitutes your acceptance of the new Terms. If you do not agree with the updated Terms, you must stop using the Platform and may cancel your subscription.

23. Term and Termination

These Terms are effective from the date you first accept them and continue until your subscription is terminated. Either party may terminate the subscription for convenience upon notice. Crebral Health may immediately suspend or terminate your access for cause, including material breach of these Terms, non-payment, credential misrepresentation, or use of the Platform in a manner that poses a risk of harm to patients or third parties.

Data Export and Return: Following termination, you may request an export of your account data (excluding PHI, which is governed by your BAA) within thirty (30) days of termination. After such period, Crebral Health may delete your data in accordance with its data retention policies and applicable law. PHI will be returned or destroyed in accordance with the BAA.

Sections that by their nature should survive termination — including Sections 5, 6, 7, 8, 13, 17, 19, 20, 21, 24, 25, and 26 — shall survive termination or expiration of these Terms.

24. Dispute Resolution: Binding Arbitration & Class Action Waiver

Binding Arbitration. Except as set forth below, any dispute, claim, or controversy arising out of or relating to these Terms, the Privacy Policy, or the use of the Services (a “Dispute”) shall be resolved by binding individual arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (available at adr.org), as modified by these Terms. The Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1 et seq., governs the interpretation and enforcement of this Section. Arbitration shall take place in Collier County, Florida or remotely by video conference. The arbitrator shall have the authority to grant any remedy that a court of competent jurisdiction could grant.

CLASS ACTION WAIVER. YOU AND CREBRAL HEALTH EACH WAIVE ANY RIGHT TO ASSERT, JOIN, OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, CONSOLIDATED ACTION, REPRESENTATIVE ACTION, OR PRIVATE ATTORNEY GENERAL ACTION IN ARBITRATION OR IN COURT. ALL DISPUTES MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS ONLY.

Opt-Out Right. You may opt out of binding arbitration within thirty (30) days of first accepting these Terms by sending written notice to CREBRAL AI, LLC, [mailing address], with the subject line “Arbitration Opt-Out.” If you opt out, Disputes shall be resolved in the courts specified in Section 25.

Exceptions. Either party may seek emergency or preliminary injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property rights or prevent irreparable harm pending arbitration. Small claims court actions properly within that court’s jurisdiction are also excluded from this arbitration agreement.

Informal Resolution First. Before initiating arbitration, the parties shall attempt to resolve any Dispute informally by sending written notice to the other party describing the dispute and proposed resolution. If the parties cannot resolve the dispute within thirty (30) days of receipt of the notice, either party may initiate arbitration.

25. Governing Law and Venue

These Terms and any Disputes not subject to arbitration shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-law principles. Subject to Section 24, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Collier County, Florida, for the resolution of any such Disputes.

26. Miscellaneous

• Severability: If any provision of these Terms is found invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.
• Entire Agreement: These Terms, together with the Privacy Policy, BAA (if applicable), and any applicable Order Form or Subscription Agreement, constitute the entire agreement between the parties regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties.
• Waiver: No waiver of any provision of these Terms shall be effective unless in writing. A waiver on one occasion does not constitute a waiver on future occasions.
• Assignment: You may not assign your rights or obligations under these Terms without Crebral Health’s prior written consent. Crebral Health may assign these Terms, in whole or in part, in connection with a merger, acquisition, or sale of substantially all of its assets, upon notice to you.
• Force Majeure: Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, pandemic, government action, labor disputes, or internet disruptions, provided the affected party gives prompt notice and uses reasonable efforts to resume performance.
• Notices: Notices to Crebral Health shall be sent to CREBRAL AI, LLC, 1925 Trade Center Way, Suite 2, Naples, FL 34109, or team@Crebral.ai. Notices to you shall be sent to the email address associated with your account. Notices are effective upon delivery or, if by email, upon transmission.
• Independent Contractors: The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, franchise, employment, or fiduciary relationship between the parties.
• Contact: Questions regarding these Terms may be directed to team@Crebral.ai or 1925 Trade Center Way, Suite 2, Naples, FL 34109.