Callie

Effective Date: 5/2/2024

Welcome to Callie, the mobile and online service of Nabi Health Inc. (hereinafter referred to as "Nabi";, "Callie", "We", "Us" or "Our"). This Terms of Service applies to all visitors, data subject, and others who access the Service ("User(s)" or “You/r”) including persons buying for teams (“Subscribers”). This document is a legally binding agreement between You and Nabi Health Inc, a private limited company registered in Delaware, US.

The domain name www.joincallie.com and all associated subdomains (hereinafter referred to as "Website") and Callie mobile application, web-based and online applications ("Mobile Software" or "Callie App") is owned and managed by Nabi Health Inc.

You may use our Apps to access one or more of our services and offerings (collectively the "Service(s)" or "Callie Service"):

AI chatbot (“AI Coach”)
Services offered over SMS (available in the United States only)
Services purchased from our website and web pages

Important Notice

1. If You are having suicidal thoughts or planning to act on suicidal thoughts, or if You feel that You may be a danger to Yourself or to others, or if You otherwise have any medical or mental health emergency or severe mental health condition, or if You are in a crisis or trauma or abuse, please discontinue use of the Service immediately and call the relevant emergency number in Your country.

2. If You are less than 18 years of age, please read through the Callie Privacy Policy and the Callie Terms of Service with Your parent or legal guardian. Callie is not to be used by children under 13 years. Callie does not take responsibility for any misrepresentation of age and use.

3. Your interaction with the AI Coach is with an AI system and not a human. The AI Coach is restricted in the means of response, and the intended use is for providing evidence-based tools and techniques to manage emotions and encourage mental well-being in a self-help and self-monitoring context. It is not intended for providing diagnosis, treatment or cure of a condition or disease. The AI Coach cannot and will not offer advice on issues it does not recognize. The AI Coach draws on various evidence-based psychological and lifestyle coaching techniques to provide empathetic and non-judgmental support to help service users strengthen their self-esteem and ace through emotional hurdles and current concerns to reach their goals. Audio-based sessions with the AI Coach are available only in select geographies and Apps. It may not be available in your region if not mentioned within the app. In the backend, you may interface with a 3rd party audio application provider to use the service.

4. The AI Coach is not intended to be a replacement for face-to-face psychotherapy or to provide a diagnosis, prognosis, treatment or cure for a disease/condition/disorder or disability or provide any type of state-regulated mental health services in Your country of residence. It is an enabling and empowering mode of support, rather than treatment of illness or a health condition. Callie AI Coach will not offer medical or clinical advice. In case You mention the need for such advice, they will suggest that You seek advanced (medical help).

5. Callie App is designed to offer general self-care advice and support and cannot offer condition specific advice for complex medical conditions such as complex long term illness, cancer, infertility or genetic disorders among others.

6. Please first consult a healthcare professional before using the App, if You have any medical conditions including but not limited to Pregnancy, Sleep Apnea, Restless Leg Syndrome (RLS), Seizures or Epilepsy, hallucinations or nightmares, sleep walking, excessive daytime sleepiness, dizziness or tremors. The Callie App may not be right for You if You are; a child under 13 years, someone with severe mental or physical condition or disorder, a shift worker, someone who regularly keeps changing sleep schedules or someone who sleeps at times that are out of sync with Your body’s natural rhythm.

7. We take all reasonable care to keep Your conversations private and secure. You can also keep Your conversations private and device secure by following the best practices outlined in the Privacy Policy.

8. For safety and security reasons, We strongly recommend that You keep Your conversations with Callie App private. We strongly recommend that You set automatic updates of the Callie App in the application manager settings of Your mobile device; to get the latest Callie App-based features and fixes. Always exit the Callie App version in Your mobile device by using the back button before upgrading to a newer version to prevent loss of ongoing or previous conversations.

9. Your submitted Data will be transferred, stored and processed in Our secure servers hosted by our cloud service providers. You understand and agree that We may transfer, store and process minimal data outside Your region to enable us to provide Our services. Such data handling will be based on Our Privacy Policy.

10. The App and its Services are primarily in the English language.

11. The App and its Services cannot and should not be used by a third-party for Independent Research and Clinical Studies without the explicit permission of Callie.

What is the Callie App?

The Callie App has a virtual AI-based system (“AI Coach” or “Callie AI Coach”) that You can chat with, including upon Your choice, the ability to subscribe, and through a conversational interface get access to tools and techniques to manage Your emotional well-being. The Callie App is available for both iOS and Android mobile systems and as a web browser-based system either on the Callie’s web application. The AI Coach Service over SMS business is currently piloted only in the United States of America. Your Interaction with the AI Coach is with an artificial intelligence system and not a human. The AI Coach is restricted in the means of response, and the intended usage of Callie App is for providing support via evidence-based tools and techniques to manage emotions and encourage mental well-being, as an early intervention tool in a self-help or self-monitoring context.

You make the choice of using the AI Coach, based on Your own estimate of need, and agree that this is only suitable for basic self-help. This is not intended to be a replacement for face-to-face psychotherapy or to provide a diagnosis, prognosis, treatment or cure for a disease/condition/disorder or disability. The AI Coach cannot and will not offer advice on issues it does not recognize.

Using the Callie App, You can track and manage Your mood, and learn context-sensitive evidence-based techniques that can help You feel better. Callie App and Service is not intended for use in crisis such as abuse or complex or severe mental health conditions that causes for example; ideation of suicide, harm to self and others, or for any medical emergencies. Callie App is designed to offer general self care advice and support and cannot offer condition specific advice for complex medical conditions such as complex long term illness, cancer, infertility or genetic disorders among others. Callie App and Service cannot and will not offer medical or clinical advice. It can only suggest that the user seeks advanced (medical) help.

Please first consult a healthcare professional before using the App, if You have any of the following conditions- Pregnancy, Sleep Apnea, Restless Leg Syndrome (RLS), Seizures or Epilepsy, hallucinations or nightmares, sleep walking, excessive daytime sleepiness, dizziness or tremors. The App may not be right for You if You are; a child under 13 years, someone with severe mental or physical condition or disorder, a shift worker, someone who regularly keeps changing sleep schedules or someone who sleeps at times that are out of sync with Your body’s natural rhythm. The web-widget Service and the SMS-based business service is limited in its features and you will be asked to download the mobile-version of the app to enable access to the full App features and Services.

Who can use this Service?

You may use the Service only if You are a natural/legal person, agree to this Agreement and form a binding contract with Callie, and only in compliance with all applicable local, state, national, and international laws, rules and regulations. You may use the App and services if you are 18 or more. If You are between 13 and 18 years of age, please read through this Callie Privacy Policy and the Callie Terms of Service with Your parent or legal guardian, and in such a case the Agreement shall be deemed to be a contract between Callie and Your legal guardian or parent and to the extent permissible under applicable laws, enforceable against You. Kindly inform your parent or legal guardian to provide their consent by writing to us at support@joincallie.com.

Anyone under 13 is strictly prohibited from creating an account and/or using the Service. Callie does not take responsibility for any misrepresentation of age and use. You may be asked to provide emergency contact details for your safety purposes. You may use the Services only if you are at least 13 years of age (or such other minimum age at which you can provide consent to data processing under the laws of your territory), and not otherwise barred from using the Services under applicable law. If you are over 13 years of age but under the age of majority in your respective jurisdiction, you hereby represent and warrant that your parent or legal guardian has read these Terms and accepts them on your behalf. Parents and legal guardians are responsible for the acts of their minor children when using the Services, whether or not the parent or guardian has authorized such uses. If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).

Callie reserves the right to refuse access to the Service or terminate Your account if eligibility is not met, at its sole discretion. The Service is not available to any Users previously removed from the Service by Callie. Callie App may carry links to material or Websites or Web Pages or Services managed by third parties on which Callie may have no control, agreement or affiliation.

Callie License

Subject to this Agreement, You are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Callie App and Service for Your personal use only and as permitted by the features of the Service. Callie reserves all rights not expressly granted herein in the Callie App, Service and the Callie Content (as defined later in this Agreement). Callie has the right to terminate this license at any time for any reason or for no reason.

About Callie Accounts

You may be required to create an account with Callie to avail certain Services with a username and password or Access Codes (“Account”). Your Account will give You access to the Services and functionality that We may establish, modify and maintain from time to time and in our sole discretion. When creating Your Account, if required, You must provide accurate and complete Information. If You provide any Information that is untrue, inaccurate, not current or incomplete (or becomes untrue, inaccurate, not current or incomplete), or if We have reasonable grounds to suspect that such Information is untrue, inaccurate, not current or incomplete, We have the right to suspend or terminate Your Account and refuse any and all current or future use of the Service (or any portion thereof). You are solely responsible for the activity that occurs on Your Account, and You must keep Your Account password secure. Whenever You need to set a password, We encourage you to use "strong" passwords (passwords that use a combination of upper-and-lower case letters, numbers and symbols) with Your Account.

You must notify Callie immediately of any breach of security, unauthorized access to Your chats or other data, or unauthorized use of Your Account. Callie will not be liable for any losses caused by any unauthorized use of Your Account. We may also suspend or terminate Your Account according to this Terms of Service where we see behavior, content, or other factors that pose a threat to Our App and Services. You may never use another User's Account. You may control Your user Account profile and how You interact with the Service by changing the Settings in the Mobile Software. You consent to Our using Your profile to send You Service-related email notices, including any notices required by law, in lieu of communication by postal mail.

Callie Premium Subscription

The monthly fee for the Callie “Premium” Service shall be as mentioned on the Callie App and indicated to You at the time of purchase (“Fees”). Callie may at its discretion revise the Fees. Any changes to the Fees will be effective only upon your approval through the Mobile Software. Callie reserves the right to discontinue the Callie Premium Service upon non-payment of Fees by You. Fees are payable through purchase through Google Play and Apple iTunes, or other payment mechanisms as Callie may introduce in its sole discretion from time to time, prior to the time the Services are rendered; Because the Callie and Callie Premium Services are not a medical treatment, insurance may not cover the cost as a reimbursement. Some employers or other Institutions may cover some of the cost of the Callie Service either directly or indirectly. It is Your responsibility to pay for the Service and get reimbursed by Your employer if that is the case; Your Subscription will be automatically renewed until Your subscription is canceled. It is solely Your responsibility to cancel, which can be done at any time from Google Play and Apple iTunes; Canceling Your subscription depends on Your payment method.

The Fees payable by the User is a fixed fee and accordingly, You can use the Callie Premium well-being professional Service as little or as much as You like, but You shall pay for the month regardless of how much You choose to use the Services; It is Your responsibility to note the date and time that the subscription will expire or come up for renewal, and to cancel prior to Your payment being processed. Payments may be subject to applicable currency exchange rates;

Additional Service-related terms

The Callie App may offer in-app promotions from time to time such as free trials, discounts or upgrades to a plan or bootcamp for a limited time period. You understand and agree that such promotions may be available only once and cannot be extended or be transferable across multiple Users, plans and bootcamp; You have rights and these can be viewed in the Privacy Policy.

If You have any questions, inquiries or complaints, please contact Us at support@joincallie.com. Callie may ask additional information from You to service Your request appropriately. Please note that We may require to verify You before responding to any requests to exercise Your rights; We do not collect any Personally Identifiable Information from You, except when you agree to participate and consent to Callie commissioned online research studies.

At the same time, we also use limited anonymized data for research and statistical purposes to improve Our Product and Services and contribute to the development of user-centered best practices for mental well-being globally. Please refer Privacy Policy on how we handle Your data; Your participation on Callie commissioned online research studies is voluntary. Details about the study will be made available and your informed consent taken at initial enrollment. Your expression of interest or provision of consent to participate does not automatically qualify you into the study.

Your selection into the study is based on successfully meeting the research qualification criteria. Use of your provided data will be governed by Callie Privacy Policy. Unless informed during enrollment, there will be no payment or benefits or feedback offered or expected from Callie for your participation in the study. To the maximum extent permitted by applicable law, in no event shall Callie, its affiliates, agents, directors, employees, suppliers or licensors be liable for any direct, indirect, punitive, incidental, special, consequential or exemplary damages or injury or losses arising out of or in connection with the research study.

Callie Services depend on various factors such as software, hardware and communications networks, and its processors. Callie does not guarantee that the Callie App Service will be uninterrupted or that it will be timely, secure or error-free. All conversations and data obtained during the course of the Service is confidential. You agree and authorize Callie to collect and process Your data in accordance with our Privacy Policy; We may disclose your data if Callie reasonably believes that disclosure is necessary in order to comply with a legal process (such as a court order, subpoena, search warrant, etc.) or other legal requirement of any governmental authority or Your personal safety.

The Callie App and Service may provide links to external resources or other content in third-party websites. Callie has no control over any such links, content, web sites, products or services or any Information provided or transmitted via such links, web sites, products or services, or otherwise provided by any such third party. You acknowledge and agree that Callie does not endorse such third-party products, services or advertisements and is not responsible for the availability of such third-party links, content, web sites, products or services and will not be responsible or liable for any content, advertising, products or other materials contained therein or the business practices or privacy practices related thereto. You warrant and agree that Callie will not be responsible or liable, directly or indirectly, for any damage or loss or injury caused or alleged to be caused by or in connection with the use of or reliance on any such link, website, content, product and/or service. Callie encourages You, the User, to, at a minimum, be aware of and to review the terms of service and the privacy practices related to third party sites; You understand that the use of technology is not always secure and You accept the technology risks during use of Your mobile device. You will follow good security practices during digital use including but not limited to setting a PIN to protect access, not sharing this with anyone, and not leaving your phone or chats unlocked for others to see. You understand and agree that safe use is Your responsibility, and Calie will not be responsible in any event arising out of unauthorized access to Your chats or other data; It is agreed between You, Your heirs, agents, assigns, personal representatives and next of kin and Callie and their officers, directors, employees, contractors, members, agents and assigns that any disputes or claims arising out of or relating to the Agreement, or the breach of this Agreement, will be mutually addressed by both the parties towards a resolution.

Any such resolution may occur over the telephone. In the event that the dispute has not been resolved after 60 days then the terms of dispute resolution mentioned in Agreement will be followed by both the parties; You, for Yourself and on behalf of Your heirs, agents, assigns, personal representatives and next of kin, hereby release from liability, indemnify and hold harmless Callie, and their officers, directors, employees, contractors, members, agents and assigns (collectively “the Indemnified Parties”) from and against any and all claims, losses, causes of action, costs, damages, expenses, injury and liabilities whatsoever, that You, Your heirs, agents, assigns, personal representatives and/or next of kin may have against the Indemnified Parties, which may incur, or which may arise out of or as a result of Your use of the Callie App and Service and/or reliance upon advice provided therefrom, whether caused by your own actions or inactions, by the negligent act(s) or omission(s) of the indemnified parties, or otherwise, to the fullest extent permitted by law.

Callie use of Generative AI technology

We use third-party Generative AI technology services for generating static, quality and clinically verified content scripts that provide a high performing, safe and improved user experience with our AI based Services. No personal data gets shared with these third-party services.

Callie owns the Intellectual Property and rights to these generated content scripts. Generated content needs to pass our safety and quality guardrails before being accepted for use. All generated content scripts are rigorously quality checked for copyright and plagiarism. Only validated content gets released within Our App and Services. We will transparently inform you when we use Generative AI based features within the App.

Where applicable, We will provide additional Terms of Use and Privacy notices to transparently keep you informed about any generative AI based data processing.

Learn more about how we built Our Artificial Intelligence in our Privacy Policy.

What are the Service Rules?

You agree not to engage in any of the following prohibited activities: copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated "scraping"; using any automated system, including without limitation "robots," "spiders," "offline readers," etc., to access the Service in a manner that sends more request messages to the Callie servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser; transmitting spam, chain letters, or other unsolicited email; attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; taking any action that imposes, or may impose at Our sole discretion an unreasonable or disproportionately large load on our infrastructure; uploading invalid data, viruses, worms, or other software agents through the Service; disclosing, collecting or harvesting any personally identifiable Information, including account names, from the Service; using the Service for any commercial solicitation purposes; impersonating another person or otherwise misrepresenting Your affiliation with a person or entity, conducting fraud, hiding or attempting to hide Your identity; interfering with the proper working of the Service; accessing any content on the Service through any technology or means other than those provided or authorized by the Service; or bypassing the measures We may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein.

About User Content

Some areas of the Service may, either now or later, allow Users to post content such as chat content, profile Information, videos, comments, questions, and other content or Information or any such materials a User submits, posts, displays, or otherwise makes available on the Service ("User Content"). We claim no ownership rights over User Content created by You; the User Content You create remains Yours. However, by sharing User Content through the Service, You agree to allow Us, authorized Institutions or other authorized persons (in accordance with your settings and this Agreement) to view, edit, and/or share Your User Content. Callie has the right (but not the obligation) in its sole discretion to remove any User Content that is shared via the Service. You agree not to post or transmit User Content that: may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to You, to any other person, or to any animal; may create a risk or any other loss or damage to any person or property; seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; may constitute or contribute to a crime or tort; contains any Information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; contains any Information or content that is illegal (including, without limitation, the disclosure of insider Information under securities law or of another party's trade secrets); contains any Information or content that You do not have a right to make available under any law or under contractual or fiduciary relationships; contains any Information or content that You know is not correct and current; violates any school, Institution or other applicable policy, including those related to cheating or ethics; interferes with other Users of the Service including, without limitation, disrupting the normal flow of dialogue in an interactive area of the Service and deleting or revising any content posted by another person or entity; except where expressly permitted, post or transmit charity requests, petitions for signatures, franchise arrangements, distributorship arrangements, sales representative agency arrangements or other business opportunities (including offers of employment or contracting arrangements), club memberships, chain letters or letters relating to pyramid schemes, any advertising or promotional materials, solicit Service letters or certificates, or any other solicitation of other users to use goods or services except in those areas (e.g., a classified bulletin board) that are designated for such purpose.

Copyrights and Intellectual Property Rights

You may not copy, share, or use personal identifying or business contact Information about other Users without their express permission. You agree that any User Content that You post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below) or rights of privacy. Callie reserves the right, but is not obligated, to reject and/or remove any User Content that Callie believes, in its sole discretion, violates these provisions. For the purposes of this Agreement, "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction. In order to honor and protect the Callie intellectual properties, You expressly agree not to disclose or communicate any proprietary Information about the Callie practice, materials, or methods to any third parties. The obligations under this Clause survive the termination of the Callie Service or Your relationship with Callie; In connection with your User Content, You affirm, represent and warrant the following: You have the consent of each and every identifiable natural person in the User Content to use such a person's name or likeness, and each such person has released You from any liability that may arise in relation to such use of such User Content. Your User Content and Callie’s use thereof as contemplated by this Agreement and the Service will not violate any law or infringe any rights of any third-party, including but not limited to any Intellectual Property Rights and privacy rights. Callie takes no responsibility and assumes no liability for any User Content that You or any other User or third-party posts or sends over the Service. You shall be solely responsible for Your User Content and the consequences of posting or publishing it, and You agree that We are only acting as a passive conduit for Your online distribution and publication of Your User Content. You understand and agree that in spite of Our best efforts You may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to Your purpose, and You agree that Callie shall not be liable for any damages or injury or losses You allege to incur as a result of User Content.

User Content License

Grant By posting any User Content on the Service, for use in connection with the Service You expressly grant, and You represent and warrant that You have all rights necessary to grant, to Callie a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list Information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and Your name, voice, and/or likeness as contained in Your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed subject to the Privacy Policy.

Use of User Content

Callie conducts research on Our global platform. All data including User Content if any is anonymized before use for research purposes. This research looks at how different activities on Mobile Software impact mental well-being measures. Callie may use User Content and other data collected from the User in accordance with the Agreement for the purpose of this research. Research and outcomes are key to helping Users make real change and progress in their lives, and we are grateful for the support You provide towards this mission by sharing Your data.

About Mobile Software

We make available Mobile Software to access the Service via a mobile device. To use the Mobile Software, You must have a mobile device that is compatible with the Mobile Software. Callie does not warrant that the Mobile Software will be compatible with Your mobile device. Callie hereby grants You a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Software for one Callie Account owned or leased solely by You, for Your personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Software, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Software to any third-party or use the Mobile Software to provide time sharing, conduct independent clinical or research studies without explicit permissions or provide similar services for any third-party; (iii) make any copies of the Mobile Software; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Software, features that prevent or restrict use or copying of any content accessible through the Mobile Software, or features that enforce limitations on use of the Mobile Software; or (v) delete the copyright and other proprietary rights notices on the Mobile Software. You acknowledge that Callie may from time-to-time issue upgraded versions of the Mobile Software, and may automatically electronically upgrade the version of the Mobile Software that You are using on Your mobile device. You consent to such automatic upgrading on Your mobile device, and agree that this Agreement will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Software is covered by the applicable open source or third-party license End User License Agreement, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Software or any copy thereof, and Callie or its third-party partners or suppliers retain all right, title, and interest in the Mobile Software (and any copy thereof). Any attempt by You to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this Agreement, is void. Callie reserves all rights not expressly granted under this Agreement.

Our Proprietary Rights

Except for Your User Content, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the "Callie Content"), and all Intellectual Property Rights related thereto, are the exclusive property of Callie and its licensors (including other Users who post User Content to the Service). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and You agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Callie Content. Use of Callie Content for any purpose not expressly permitted by this Agreement is strictly prohibited. You may choose to or We may invite You to submit comments or ideas about the Service, including without limitation about how to improve the Service or Our products ("Ideas"). By submitting any Idea,

You agree that Your disclosure is gratuitous, unsolicited and without restriction and will not place Callie under any fiduciary or other obligation, and that We are free to use the Idea without any additional compensation to You, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of Your submission, Callie does not waive any rights to use similar or related ideas previously known to Callie, or developed by its employees, or obtained from sources other than You.

No Professional Advice

If the Service provides any Information (which includes Callie Content, medical or legal information among others) including recommending tools and techniques (e.g. Yoga or activity or exercises), such Information is for Informational purposes only and should not be construed as professional advice. No action should be taken based upon any Information contained in the Service. You should seek independent professional advice from a person who is licensed and/or qualified in the applicable area before any use.

About Privacy, Security, Third-Party Links and Monitoring

We deeply care about the privacy of Our Users. You understand that by using the Services You consent to the collection, use and disclosure of Your Personal data and aggregate data as set forth in our Privacy Policy, and to have Your data collected, used, transferred to and processed by Us in accordance with Our Privacy Policy. We deeply care about the integrity and security of Your Personal data and maintain security measures as required under applicable data protection laws to ensure its authorized use. However, we cannot guarantee that unauthorized third parties will never be able to defeat Our security measures or use Your Personal data for improper purposes. You acknowledge that You provide Your Personal data at your own risk. Refer to the Privacy Policy for how we handle Your data.

The Service may contain links or other content related to third-party websites, advertisers, products and/or services, special offers, or other events or activities offered by third parties that are not owned or controlled by Callie. Callie has no control over any such links, content, web sites, products or services or any Information provided or transmitted via such links, web sites, products or services, or otherwise provided by any such third-party. Callie does not endorse or assume any responsibility for any such third-party sites, Information, materials, products, opinions or services and will not be responsible or liable for any content, advertising, products or other materials contained therein or the business practices or privacy practices related thereto. If You access a third-party website or application from the Service, You do so at Your own risk, and You understand that these Terms of Service and Callie’s Privacy Policy do not apply to Your use of such sites. You expressly relieve Callie from any and all liability, directly or indirectly, arising from Your use of any third-party website, application, software, service, or content and also for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such link, website, application, software, content, product and/or service. We do not promote third party offers as a part of the App experience.

You may see advertising or marketing of Callie Services. We may place ads online to test take-up of a specific Service or to promote a specific Service using only authorized advertisers and ad managers. Additionally, Your dealings with or participation in promotions of advertisers, if any, found on Our Service, including payment and delivery of goods, and any other terms (such as warranties) are solely between You and such advertisers. You agree that Callie shall not be responsible for any loss or damage or injury of any sort relating to Your dealings with such advertisers. If You disclose Your Information to others, different rules may apply to their use or disclosure of such Information. We do not control the privacy policies of others. We encourage You to ask questions before You disclose Your personal Information to others.

Calle encourages You to, at a minimum, be aware when You visit or use a third-party website, application, software or service and to review the terms of service and privacy practices related to such third-party; Subject to the Agreement, We have the right and liberty to monitor the content on the Website and Mobile Software at all times which shall include Information provided in Your Account or any User Content posted by You. The monitoring of the Website is important to determine the veracity of the Information provided by You and that every User remains in consonance with the terms provided herein. Subject to the Agreement, We shall also have the liberty to remove any objectionable content, including User Content, which is in contravention of the Agreement or share such Information with any governmental authority. It is hereby clarified that Callie has a right to but not an obligation to monitor the content on the Website and the Mobile Software. Accordingly, Callie shall not be liable for any claims, losses, damages costs or expenses that may arise as a consequence of the User Content published by You or any other User on the Website and Mobile Software.

About Payments and Cancellations

The AI Coach Services are provided to the Users free of cost at present. The User may choose to avail additional services available on the Mobile Software (“Premium Services”) upon payment of a subscription fee. Premium Services shall be considered as a part of Services for the purpose of the Agreement. We may modify the subscription fee for the Premium Services or make all Services subject to payment of certain subscription fees at our sole discretion. The User will be notified of the applicable fee payable for the Services and the Premium Services prior to User’s use of the same.

Subscriptions will be automatically renewed until subscription is canceled before the end of the current period. For Apple iTunes, the subscription will automatically renew unless auto-renew is turned off at least 24 hours before the end of the current period. You can go to your iTunes Account settings to manage your subscription and turn off auto-renew. Your iTunes Account will be charged when the purchase is confirmed. It is solely the User’s responsibility to cancel, which can be done at any time from Google Play and Apple iTunes. WE DO NOT GENERALLY ACCEPT SUBSCRIPTION CANCELLATIONS VIA EMAIL

It is the User’s responsibility to note the date and time that the subscription will expire or come up for renewal, and to cancel prior to Your payment being processed. Payments may be subject to applicable currency exchange rates.

Canceling Your subscription depends on Your payment method.

If You purchase Callie Services by means of Web-based purchases, You may use other third-party payment gateways provided by Stripe and PayPal to make Your payments. Payment using Stripe and PayPal is governed by their respective Terms and Privacy Policies. If You want to cancel or seek refund for Your subscription for any web-based purchases, then please write to Us at support@joincallie.com. In-App products or services purchased via Google Play Points will be non-refundable.

Termination

We may, without prior notice, change the Service; stop providing the Service or features of the Service, to You or to Users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend Your access to the Service without notice and liability for any reason, including if in Our sole determination You violate any provision of the Agreement, or for no reason. Upon termination for any reason or no reason, You continue to be bound by the Agreement. You are responsible for all the mobile data usage resulting from the use of the Service. Consult Your mobile operator concerning your plan, data rate charges and limits.

Callie, in its sole discretion and for any reason, reserves the right to modify or discontinue or terminate, temporarily or permanently, any Service in or on the Callie App, with or without notice to User. User agrees that Callie shall not be liable to User or to any third party for any losses or damages or injury that may result to User or any third party from such discontinuation or interruption of Service.

However, if Callie is temporarily or permanently discontinued by Callie, Callie will initiate the refund of Fees paid by the User on a pro-rata basis for the relevant month or any unused portion of the Services. Such refund shall be in accordance with the refund policy and terms and conditions of Google Play or Apple iTunes (whichever applicable). In such an event, You are required to contact Us for such requests. You will need to send an email request with reasons from Your Google or Apple email ID to support@joincallie.com. Calie will address any such request on a case by case basis.

Indemnity and Warranty Indemnity

You agree to defend, indemnify and hold harmless Callie and its subsidiaries, employees, officers and directors, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, injury, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) Your use of and access to the Service, including any data or content transmitted or received by You; (ii) Your violation of any term of this Agreement, including without limitation Your breach of any of the representations and warranties; (iii) Your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) Your violation of any applicable law, rule or regulation; (v) any claim or damages that arise as a result of any of Your User Content or any that is submitted via Your account; or (vi) any other party's access and use of the Service with Your unique username, PIN, password or other appropriate security code. You are solely responsible for Your interactions with other Callie Users. We reserve the right, but have no obligation, to monitor disputes between You and other Users. Callie shall have no liability for Your interactions with other Users, or for any User's action or inaction.

Warranty

The service is provided on an "as is" and "as available" basis. Use of the Service is at your own risk. to the maximum extent permitted by applicable law, the Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from Callie or through the Service will create any warranty not expressly stated herein. Without limiting the foregoing, Calie, its subsidiaries, its affiliates, and its licensors do not warrant that the content is accurate, reliable or correct; that the service will meet your requirements; that the service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the service is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the service.

Callie does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third-party through the Callie Service or any hyperlinked website or Service, and Callie will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.

Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall Callie, its affiliates, agents, directors, employees, suppliers or licensors be liable for any direct, indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, that result from the use of, or inability to use, this Service. Under no circumstances will Callie be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Service or your Account or the information contained therein. To the maximum extent permitted by applicable law, Callie assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of our service; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from the Service; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our service by any third-party; (vi) any errors or omissions in any content or for any loss or damage or injury incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Service; and/or (vii) User Content or the defamatory, offensive, or illegal conduct of any third-party. If any part of this limitation of liability is found to be invalid or unenforceable for any reason, then the aggregate liability of Callie (including its affiliates, agents, directors, employees, suppliers, or licensors) under such circumstance for liabilities that otherwise would have been limited, shall not exceed the greater of USD 100 or the total amount of fees paid to Callie by such person for or in connection with the Services in the twelve (12) month period preceding this applicable claim. This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Callie has been advised of the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. T

Governing Law and Dispute Resolution

The App is controlled by Callie from its offices in the United States. You agree that: (i) Access to, or use of, the App and Services and any related information and materials, may be prohibited by law in certain jurisdictions. You are responsible for compliance with all applicable laws of the jurisdiction from which You are accessing the App and Service. We make no representation that the information contained herein is appropriate or available for use in other locations;

This Agreement shall be governed by the internal substantive laws of Delaware, without respect to its conflict of laws principles. You agree to submit to the personal jurisdiction of the courts located in Delaware for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of Our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights. Notwithstanding the foregoing, we reserve the right to bring legal proceedings in any jurisdiction where we believe a breach of this Agreement has originated

Events beyond our reasonable control

We will not be held responsible for any delay or failure to comply with Our obligations under these Agreement if the delay or failure arises from any cause which is beyond Our reasonable control. This condition does not affect your statutory rights.

Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by Calie without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

Notification Procedures and Changes to the Agreement

Callie may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to You via email notice, written or hard copy notice, or through posting of such notice on Our website, as determined by Callie in Our sole discretion. Callie reserves the right to determine the form and means of providing notifications to Our Users, provided that You may opt out of certain means of notification as described in this Agreement. Callie is not responsible for any automatic filtering You or Your network provider may apply to email notifications we send to the email address you provide us. Callie may, in its sole discretion, modify or update this Agreement from time-to-time, and so You should review this page periodically. When We change the Agreement in a material manner, We will update the 'last modified' date at the top of this page. Your continued use of the Service after any such change constitutes Your acceptance of the new terms. If You do not agree to any of these terms or any future terms, do not use or access (or continue to access) the Service.

Entire Agreement/Severability.

This Agreement, together with any amendments, policies and any additional agreements You may enter into with Callie in connection with the Service, shall constitute the entire agreement between You and Callie concerning the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.

No Waiver.

No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Callie’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

Contact Us

If You have any questions, comments, or concerns about this Agreement or practices, please contact us at support@joincallie.com or by writing to:

Nabi Health Inc.

169 Madison Ave STE 2820,

New York, 10016, USA