Terms and Conditions

Agreement

These Terms of Service (“Terms”) govern your use of the Nearwise Health service (“Service”) and website (nearwise.xyz) operated by Nearwise Health, Inc. (“we,” “us,” “Nearwise Health”). By using the Service or website, you agree to these Terms and our Privacy Policy. If you do not agree, stop using the Service immediately.

Section 1 — Definitions

“Subscriber”

the adult who creates an account, pays for the Service, and enrolls a Care Recipient.

“Care Recipient”

the senior adult enrolled to receive AI companion communications from Gloria.

“Gloria”

the AI companion system (not human) that communicates with Care Recipients via voice call, SMS, and WhatsApp.

“Subscriber Profile Data”

personal, biographical, family, lifestyle, and health background information about the Care Recipient provided by the Subscriber.

“Interaction Data”

all data from Gloria’s communications with Care Recipients, including audio, transcripts, mood signals, medication references, cognitive markers, behavioral patterns, and derived wellness profiles.

“Dashboard”

the Subscriber-facing interface displaying Interaction Data, wellness summaries, and progress reports about the Care Recipient.

Section 2 — Eligibility

• You must be at least 18 years old to create an account.
• You must have legal capacity to enter a binding contract.
• By enrolling a Care Recipient, you represent that you have obtained their prior informed consent as described in Section 5.

Section 3 — The Service

Nearwise Health is a subscription-based AI companion platform. Gloria — a fully automated artificial intelligence system, not a human — conducts ongoing, proactive wellness engagement conversations with enrolled Care Recipients via telephone voice calls, SMS, and WhatsApp. The Service is designed for continuous, relationship-based, multi-channel engagement; Gloria may initiate outreach across any enrolled channel at any time. Interaction frequency varies by plan and Care Recipient engagement.

Gloria monitors and collects data across seven wellbeing domains through natural conversation: mood and emotional state, sleep, medication adherence, nutrition, mobility, social connection, and cognitive engagement. This monitoring is conversational, not clinical.

Subscriber Profile Data submitted by the Subscriber is used to personalize Gloria’s interactions. The Care Recipient will be informed of this as described in Section 5.

Automated Decision-Making Disclosure

Gloria uses artificial intelligence and automated processing to generate wellness summaries, mood signals, and behavioral assessments. These are automated outputs and do not constitute clinical assessments, diagnoses, or medical opinions. No licensed healthcare professional reviews or supervises Gloria’s outputs. Subscribers and Care Recipients have the right to understand that consequential decisions about health and caregiving should not be made based solely on Gloria’s automated outputs.

Colorado residents: pursuant to Colorado SB 24-205 (Colorado AI Act, eff. 2026), Nearwise Health discloses that Gloria is a high-risk AI system that may generate outputs affecting consequential decisions. You have the right to opt out of automated processing and request human review of any wellness assessment by contacting info@nearwise.xyz.

Unauthorized Practice of Medicine Disclaimer

Nearwise Health is not a medical practice, healthcare provider, or licensed health professional. Gloria does not practice medicine or provide clinical care. The Dashboard does not constitute a medical record, clinical assessment, or healthcare report.

Section 4 — Emergency Services and Safety Disclaimer

Section 5 — Care Recipient Consent

5.1 Subscriber Representations

By enrolling a Care Recipient, the Subscriber represents and warrants that the Care Recipient:

• Is aware of and has consented to receiving ongoing AI-generated communications from Gloria
• Has been told Gloria is an AI, not a human
• Has been told that Subscriber-provided biographical data about them will be shared with Nearwise Health
• Has been told that Interaction Data will be shared with the Subscriber via the Dashboard
• Has not been coerced or deceived

5.2 Gloria’s First-Contact Disclosure

At the first interaction on each channel, Gloria will identify itself as AI, identify the enrolling Subscriber, describe data sharing with the Subscriber, and invite the Care Recipient to confirm consent or opt out.

5.3 Care Recipient Opt-Out

A Care Recipient may opt out at any time by replying STOP, stating verbally they wish to stop, or contacting info@nearwise.xyz. Nearwise Health will honor this immediately, regardless of the Subscriber’s account status.

5.4 Misrepresentation

If a Subscriber enrolls a Care Recipient without their consent or misrepresents their consent, the Subscriber is solely liable for all resulting claims and harm. Nearwise Health disclaims all responsibility.

5.5 Elder Protection Compliance

Nearwise Health does not engage in financial exploitation, undue influence, deception, or any practice prohibited under applicable elder protection laws. Subscribers may not use the Service to facilitate financial exploitation, abuse, neglect, or any form of elder abuse of a Care Recipient. Any such misuse shall result in immediate account termination and may be reported to appropriate authorities.

5.6 Ongoing Surveillance Disclosure and Periodic Re-Consent

Gloria will deliver a brief periodic reminder to Care Recipients approximately every 90 days informing them that their conversations are summarized and shared with the Subscriber, that this is a core feature of the Service, and that they may opt out at any time by saying STOP or contacting info@nearwise.xyz. The Subscriber acknowledges and consents to these periodic reminders as a required feature of the Service.

Section 6 — Subscriber Profile Data

By submitting Subscriber Profile Data, the Subscriber warrants that they have authority to share such information, the Care Recipient has been informed, and the sharing does not violate any applicable law or duty owed to the Care Recipient. This data is used solely to personalize Gloria’s interactions.

Section 7 — The Dashboard

The Dashboard provides the Subscriber with access to detailed Interaction Data including wellness summaries, behavioral patterns, mood signals, and longitudinal health-adjacent profiles of the Care Recipient. Subscriber acknowledges: Dashboard data reflects AI-generated signals, not clinical assessments; it must not be used for unilateral medical decisions; and Subscriber will not share it with third parties without Care Recipient consent.

FTC Disclosure: Dashboard wellness signals and insights are AI-generated and have not been clinically validated, reviewed by healthcare professionals, or approved by any regulatory body. They do not represent medical facts or diagnoses. Subscribers should consult qualified healthcare professionals for all medical decisions.

Section 8 — Automated Communications / TCPA Consent

By using the Service, you expressly provide prior express written consent — for yourself and represent you have obtained consent from the Care Recipient — to receive automated and AI-generated telephone calls, SMS messages, and WhatsApp messages from Nearwise Health at enrolled numbers. This consent is required to use the Service. Message and data rates may apply. Reply STOP to opt out of SMS.

Call Recording Consent: All voice calls with Gloria are recorded. By using the Service, you consent to recording of your calls and represent that you have obtained the Care Recipient’s consent to recording. Nearwise Health complies with the Electronic Communications Privacy Act and applicable state call recording laws.

Section 9 — HIPAA

Nearwise Health is not a HIPAA-covered entity. The Service is not HIPAA-compliant. Do not use the Service to communicate Protected Health Information with any expectation of HIPAA protections.

Section 10 — Prohibited Conduct

• Use the Service as a substitute for 911 or professional emergency services
• Make medical or clinical decisions based solely on Gloria’s summaries
• Enroll a Care Recipient without their prior informed consent
• Misrepresent a Care Recipient’s identity, health status, or consent
• Share Dashboard data with third parties without Care Recipient consent
• Reverse-engineer, scrape, or exploit the Service or its AI systems
• Use the Service for commercial solicitation, spam, or advertising
• Violate any applicable law

Violations may result in immediate account suspension or termination without notice. Certain violations may also constitute violations of federal and state law including the Computer Fraud and Abuse Act, the Electronic Communications Privacy Act, and applicable state computer crime statutes.

Section 11 — Subscriptions and Payment

The Service is subscription-based with automatic recurring billing at the rate disclosed at checkout. Subscriptions renew automatically at the then-current price unless cancelled before the renewal date.

Cancellation: You may cancel your subscription at any time through: (1) the self-service cancellation option in your account; (2) emailing info@nearwise.xyz; or (3) replying CANCEL to any Service communication. Cancellation takes effect at the end of the current paid billing period. No phone call, representative, or waiting period required.

You will receive notice of any price change at least 30 days before it takes effect. All fees are non-refundable except as required by applicable law.

Section 12 — No Medical or Clinical Liability

12.1 Not Medical Advice — Ever

Gloria is not a licensed physician, nurse, therapist, pharmacist, or any other healthcare professional. Nothing Gloria says, nothing in any wellness summary, and nothing in any Dashboard report constitutes medical advice, clinical assessment, diagnosis, or treatment recommendation of any kind.

12.2 No Liability for Health Events

To the maximum extent permitted by law, Nearwise Health expressly disclaims all liability for any adverse health outcome, illness, injury, deterioration, or death related to or arising from any health information disclosed during the Service, whether or not such information was captured, summarized, reported, or acted upon.

12.3 No Duty to Monitor, Escalate, or Follow Up

Nearwise Health has no obligation to monitor Gloria’s interactions for health signals in real time, escalate any health concern to any party, follow up on any symptom or condition mentioned in a prior interaction, or take any clinical or safety action based on Interaction Data.

12.4 Subscriber Responsibility for Care

The Subscriber is solely responsible for the health, wellbeing, and medical care of the Care Recipient. Enrollment in Nearwise Health does not transfer or share any caregiving, medical, or supervisory responsibility to Nearwise Health.

Section 13 — Data Ownership, Retention, and Security

13.1 Nearwise Health Owns All Data

All data generated through or in connection with the Service — including raw call audio, voice recordings, conversation transcripts, AI-processed outputs, derived wellness signals, behavioral profiles, interaction logs, and metadata (collectively, “Service Data”) — is the exclusive property of Nearwise Health.

13.2 No Right to Raw Data

Neither Subscribers nor Care Recipients have any right to access, request, download, export, or receive raw Service Data in any form. The sole data output made available to Subscribers is the Dashboard, wellness summaries, and reports expressly provided through the Service interface.

13.8 AI-Generated Interpretations

All wellness summaries, mood signals, behavioral assessments, and other Dashboard outputs are AI-generated interpretations and inferences, not factual records. Nearwise Health makes no representation or warranty that any Dashboard output accurately reflects the Care Recipient’s actual statements, health status, or emotional state.

13.10 Voice Data and Biometric Information

The Service collects voice recordings from Care Recipients. In certain jurisdictions, voice recordings or voiceprints may be classified as biometric identifiers subject to additional legal requirements. Illinois, Texas, and Washington residents have specific biometric consent requirements.

Section 14 — Disclaimers of Warranties

The Service — including Gloria, all Interaction Data, wellness summaries, and Dashboard content — is provided “as is” and “as available” without any warranty, express or implied, including warranties of merchantability, fitness for a particular purpose, accuracy, or reliability. Nearwise Health does not warrant that the Service will be uninterrupted, error-free, or that Gloria will accurately detect or report any health signal. Use is at your sole risk.

Section 15 — Limitation of Liability

To the maximum extent permitted by law, Nearwise Health shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including damages for personal injury, wrongful death, loss of profits, or data loss. Nearwise Health’s total aggregate liability for any and all claims shall not exceed the total fees paid by you in the three (3) months immediately preceding the claim.

Section 16 — Indemnification

You agree to defend, indemnify, and hold harmless Nearwise Health from any claims, damages, losses, costs, and attorneys’ fees arising from: (a) your use of the Service; (b) your breach of these Terms; (c) your misrepresentation of Care Recipient consent; (d) your submission of Subscriber Profile Data; (e) your violation of any law; or (f) any Care Recipient claim arising from enrollment without proper consent.

Section 17 — Binding Arbitration and Dispute Resolution

By using the Service, both Subscribers and Care Recipients agree that any and all disputes arising from or related to these Terms shall be resolved exclusively through binding individual arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules.

Class Action Waiver: All disputes must be brought solely on an individual basis. Neither Subscribers nor Care Recipients may bring, join, or participate in any class action, collective action, or representative action against Nearwise Health.

Jury Trial Waiver: Both parties waive any right to a jury trial.

Statute of Limitations: Any claim must be brought within one (1) year from the date the claiming party knew or reasonably should have known of the event giving rise to the claim.

Opt-Out: You may opt out of the arbitration agreement by sending written notice to info@nearwise.xyz within thirty (30) days of your first use of the Service.

Section 18 — Termination

Nearwise Health may suspend or terminate your account at any time with or without cause and without liability, subject to refund obligations required by law. You may cancel at any time. Upon termination, all rights cease immediately. Sections 4, 12, 13, 14, 15, and 16 survive termination.

Nearwise Health does not guarantee any specific level of service availability, uptime, or uninterrupted operation. If service is materially interrupted for more than 7 consecutive days due to causes within Nearwise Health’s direct control, Subscribers may request a pro-rated credit by contacting info@nearwise.xyz within 30 days of restoration.

Section 19 — Governing Law

These Terms are governed by New York law. Subject to Section 17, disputes shall be resolved in New York County courts.

Section 20 — General

These Terms and the Privacy Policy are the entire agreement. Nearwise Health reserves the right to modify these Terms at any time. For material changes, we will provide at least 30 days’ advance notice by email and/or by prominent notice on the website. Your continued use after the notice period constitutes acceptance.