Newdays.ai Terms of Service

Last Updated: March 24, 2025

Welcome, and thank you for your interest in NewDays, Inc. (“Newdays.ai,” “we,” “us,” or “our”) and our website at www.newdays.ai, along with our related websites, applications, and other technical services including various administrative (e.g., setting appointments), technology (e.g., connectivity services) provided by us, (collectively, the “Service”). For the avoidance of doubt, the Service excludes the provision or receipt of healthcare services accessed provided to users by healthcare providers through the Service (such healthcare services, the “Medical Services”). The Medical Service Terms and Conditions (“Medical Terms”) govern the provision of Medical Services by the Newdays Practice (as defined in the Medical Terms). Newdays.ai is not a medical provider but rather provides certain administrative services to the Newdays Practices, who are licensed to provide the Medical Services. Please review the Medical Terms carefully before accessing or using the Medical Services. These Terms of Service are a legally binding contract between you and Newdays.ai regarding your use of the Service.

THE SERVICE IS NOT DESIGNED FOR OR INTENDED FOR EMERGENCY USE.
IF YOU HAVE A MEDICAL EMERGENCY, CALL 9-1-1 IMMEDIATELY. 

PLEASE READ THE FOLLOWING TERMS CAREFULLY:

BY CLICKING “I ACCEPT,” OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD, AND AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS TOGETHER WITH (I) NEWDAYS.AI’S PRIVACY POLICY, (II) NEWDAYS.AI’S MEDICAL TERMS, AND (III) NEWDAYS PRACTICES’ NOTICE OF PRIVACY PRACTICES (COLLECTIVELY, THE “TERMS”). IF YOU ARE NOT ELIGIBLE OR DO NOT AGREE TO THESE TERMS, YOU ARE NOT PERMITTED TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND NEWDAYS.AI’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BETWEEN NEWDAYS.AI AND YOU TO BE BOUND BY THESE TERMS.

Arbitration NOTICE. EXCEPT FOR CERTAIN KINDS OF DISPUTES DESCRIBED IN SECTION 14 (DISPUTE RESOLUTION AND ARBITRATION), YOU AGREE THAT DISPUTES ARISING UNDER THESE TERMS WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND BY ACCEPTING THESE TERMS, YOU AND NEWDAYS.AI ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.

SPECIAL TERMS FOR CAREGIVERS. If you are a person, entity, organization, or company providing support to a user of the Service (a “Caregiver”), whether you are providing general assistance or acting with legal or contractual authority on such user’s behalf (including, under a power of attorney or legal conservatorship), in addition to all other terms and conditions set forth in these Terms, the terms and conditions set forth in Section 1.2 (Special Caregiver Terms) apply to you, and you agree that you are contractually bound to those terms and conditions. 

  1. Service and Eligibility. 

    1. Newdays.ai Service Overview. Newdays.ai provides artificial intelligence tools and services to assist healthcare providers with interactions and engagements with their patients. The Service will allow you to speak with healthcare providers and artificial intelligence agents. When speaking with an AI agent, the Service will provide you a notice.

    2. Special Caregiver Terms. To the fullest extent permitted by applicable law, if you are a Caregiver, you agree to enter into and be bound by these Terms, both on behalf of the applicable user and on behalf of any and all persons or entities who could have any rights to represent the interests of the applicable user. As a Caregiver, you represent, warrant, and covenant that: (a) you will comply with all applicable laws in connection with your access to or use of the Services; (b) you fully understand the risks and limitations associated with the Service, and you have thoroughly discussed any questions or concerns you had about the Service to your complete satisfaction and understanding; (c) you have obtained all consents and authorizations required by applicable law in connection with the Service and consenting to and authorizing its performance. This includes those consents and authorizations required for you to agree to these Terms on behalf of the user, and any consents or authorizations required to be provided to Newdays.ai and you have provided such consents and authorizations to Newdays.ai as required by applicable law; and (d) you hereby authorize Newdays.ai, on a perpetual and irrevocable basis, to access, use, disclose, and otherwise exploit any information provided by you or the applicable user to provide and improve the Service.

    3. Eligibility. You must be at least 18 years old and possess the legal capacity to use the Service. If you lack capacity, you may only use the Service with the express consent and supervision of your Caregiver, and you authorize that Caregiver to accept these Terms on your behalf. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; (c) your registration and use of the Service comply with all applicable laws and regulations; and (d) if applicable, your Caregiver: (i) has reviewed and agreed to these Terms on your behalf, (ii) Understands that they are bound by these Terms as if they were the user, and (iii) is responsible for all actions you take while using the Service. If you are a Caregiver accepting these Terms on a user’s behalf, you represent and warrant that: (x) you have the authority to bind the user to these Terms, and you agree to be bound by these Terms; and (y) you will assume sole responsibility for any acts or omissions by the user on the Service.

  2. Accounts and Registration. To access most features of the Service, you or your Caregiver must register for an account. During registration, you may be required to provide us with information about yourself, such as your name, email address, or other details, through a questionnaire that assesses your condition. If your Caregiver is registering the account, they may need to provide their own name, email address, or other contact information. You agree that all information you provide is accurate, complete, and not misleading, and you will maintain its accuracy and keep it updated. Upon registration, you will be asked to create a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe your account is no longer secure, please notify us immediately at support@newdays.ai.

  3. General Payment Terms. Access to certain features of the Service may be subject to fees. Prior to payment, you will be presented with the fees and have the option to review and accept them. Unless explicitly stated otherwise in these Terms, all fees are in U.S. Dollars and are non-refundable, except as required by law.

    1. Price. Newdays.ai reserves the right to determine the pricing for the Service. Newdays.ai will make reasonable efforts to maintain current pricing information on the Service. We encourage you to periodically check our pricing page for the latest details. Newdays.ai may change the fees for any Service feature, including adding fees or charges, provided Newdays.ai gives you advance notice before the changes take effect. Newdays.ai, at its sole discretion, may offer promotional deals with varying features and pricing to any of its customers. Unless specifically offered to you, these promotional deals will not apply to your Service or these Terms.

    2. Authorization. You authorize Newdays.ai to charge all amounts for your orders and selected Service levels, as outlined in these Terms or published by Newdays.ai, including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, Newdays.ai may seek pre-authorization of your credit card account before your purchase. This verifies that the credit card is valid and has sufficient funds or credit available to cover the purchase. 

    3. Subscription Service. The Service may include subscription-based plans with automatically recurring payments for periodic charges (“Subscription Service”). The “Subscription Billing Date” is the date you purchase your initial subscription to the Service. The Subscription Service begins on the Subscription Billing Date and continues for the subscription period you select in your account (the “Initial Subscription Period”). It will automatically renew for successive periods of the same duration as the Initial Subscription Period (the Initial Subscription Period and each renewal period, collectively, a “Subscription Period”), unless you cancel the Subscription Service or we terminate it. By activating a Subscription Service, you authorize Newdays.ai or its Payment Processors (defined below) to periodically charge, on a recurring basis until cancellation, all accrued amounts on or before the payment due date. For information on the “Subscription Fee,” please see our latest pricing information available on the Newdays.ai website. Your account will be automatically charged on the Subscription Billing Date and subsequently on each Subscription Period renewal date for all applicable fees and taxes. To avoid being charged for the next Subscription Period, you must cancel your Subscription Service at least two business days before it renews. Newdays.ai or its Payment Processor will bill the periodic Subscription Fee to the payment method associated with your account or otherwise provided to us. You may cancel the Subscription Service in Newdays.ai’s mobile application, by calling us at (206) 801-1621, or by contacting us at support@newdays.ai. 

TO PREVENT CHARGES FOR THE NEXT SUBSCRIPTION PERIOD, YOUR CANCELLATION MUST BE RECEIVED BEFORE THE RENEWAL DATE. 

    1. Payment Processing. We utilize a third-party payment processor (“Payment Processor”) to facilitate transactions conducted through the Service. By using the Service and making payments, you agree to be bound by the terms of service and privacy policies of the applicable Payment Processor. You acknowledge and understand that the Payment Processor may collect and process certain information from you, including but not limited to your payment information, billing address, and transaction history, in accordance with their privacy policy. This information is collected and processed by the Payment Processor for the purpose of facilitating payment transactions and preventing fraud. We are not responsible for any security breaches or unauthorized access to your information that may occur on the Payment Processor’s systems. If we utilize a Payment Processor to facilitate transactions, you agree to comply with the platform agreement provided by that Payment Processor. To the fullest extent permitted by applicable law, we shall not be liable for any errors, omissions, or security breaches related to the Payment Processor’s services. Any disputes related to payment processing should be addressed directly with the Payment Processor in accordance with their terms of service. Newdays.ai may use Stripe, Inc. (“Stripe”) as our Payment Processor (https://stripe.com). For specific details regarding Stripe’s Services, please refer to the following links: Stripe services agreement: https://stripe.com/legal/consumer and Stripe privacy policy: https://stripe.com/privacy. You understand that the Payment Processor may modify its services and terms of service at any time. We are not responsible for any changes made by the Payment Processor that may affect your use of the Service. We reserve the right to change our Payment Processor at any time. 

    2. Delinquent Accounts. Newdays.ai reserves the right to suspend or terminate access to the Service, including fee-based features, for any account with unpaid amounts. In addition to the outstanding Service fees, delinquent accounts will incur charges incidental to any chargeback or collection efforts, including collection fees. If your payment method becomes invalid when a renewal Subscription Fee is due, Newdays.ai reserves the right to delete your account and all associated information without any liability to you.

  1. Licenses.

    1. Limited License. Subject to your complete and ongoing compliance with these Terms, Newdays.ai grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service. 

    2. License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, publicly perform, or create derivative works of the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, then you may not use it.

    3. Use Data. You grant a non-exclusive, worldwide, royalty-free, fully paid up, sublicensable, fully transferable, irrevocable license to access, collect, use, copy, store, host, disclose, transmit, transfer, publicly display, modify, create derivative works of, and otherwise process (“Process”) your input (“Input”) to the Service (a) during the term, for the purposes of exercising Newdays.ai’s rights and performing Newdays.ai’s obligations under this Agreement, such as providing the Services, and (b) in perpetuity, in a form that does not identify you as the source thereof, for any legitimate business purposes, including to develop and improve Newdays.ai’s products and services (including for the purposes of training, tuning, and otherwise creating, developing, and improving artificial intelligence and machine learning models, marketing the Service, or supporting research or development activities). Newdays.ai will not disclose your Input in raw form to any third party other than (a) to a Newdays.ai service provider in connection with the provision of the Services to you or (b) as necessary to comply with applicable law.

    4. Feedback. We respect and appreciate the thoughts and comments from our users If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Newdays.ai an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.

  2. Ownership; Proprietary Rights. The Service is owned and operated by Newdays.ai. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service provided by Newdays.ai (“Materials”) are protected by intellectual property and other laws. All Materials included in the Service are the property of Newdays.ai or its third-party licensors. Except as expressly authorized by Newdays.ai, you may not make use of the Materials. There are no implied licenses in these Terms and Newdays.ai reserves all rights to the Materials not granted expressly in these Terms.

  3. Third-Party Terms.

    1. Third-Party Services and Linked Websites. Newdays.ai may provide tools through the Service that enable you to export information to third-party services. By using one of these tools, you hereby authorize Newdays.ai to transfer that information to the applicable third-party service. Third-party services are not under Newdays.ai’s control, and, to the fullest extent permitted by law, Newdays.ai is not responsible for any third-party service’s use of your exported information. The Service may also contain links to third-party websites. Linked websites are not under Newdays.ai’s control, and Newdays.ai is not responsible for their content. Please be sure to review the terms of use and privacy policy of any third-party services before you share any information with such third-party services. Once sharing occurs, Newdays.ai will have no control over the information that has been shared. 

    2. Third-Party Software. The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.

  4. Email Communications. We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.

  5. Prohibited Conduct. BY USING THE SERVICE, YOU AGREE NOT TO: (a) use the Service for any illegal purpose or in violation of any local, state, national, or international law; (b) violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right; (c) access, search, or otherwise use any portion of the Service through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by Newdays.ai; (d) interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use, printing or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law; (e) interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service; (f) perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other Service account without permission, or falsifying your age or date of birth; (g) sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 5 (Ownership; Proprietary Rights)) or any right or ability to view, access, or use any Materials; or (h) attempt to do any of the acts described in this Section 8 (Prohibited Conduct) or assist or permit any person in engaging in any of the acts described in this Section 8 (Prohibited Conduct).

  6. Modification of Terms. We may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to use the Service. If you do not agree to the modified Terms, then you should discontinue your use of the Service. Except as expressly permitted in this Section 9 (Modification of Terms), these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. 

  7. Term, Termination, and Modification of the Service.

    1. Term. These Terms are effective beginning when you accept the Terms or first access or use the Service and ending when terminated as described in Section 10.2 (Termination).

    2. Termination. If you violate any provision of these Terms, then your authorization to access the Service and these Terms automatically terminate. In addition, Newdays.ai may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination; provided that, if Newdays.ai discontinues the Service, Newdays.ai will refund to you a pro-rata portion of the pre-paid Subscription Fees received for the remainder of the applicable Subscription Period. You may terminate your account and these Terms at any time by contacting customer service at support@newdays.ai or calling (206) 801-1621.

    3. Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay Newdays.ai any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 4.3 (Feedback), 5 (Ownership; Proprietary Rights), 10.3 (Effect of Termination), 11 (Indemnity), 12 (Disclaimers; No Warranties by Newdays.ai), 13 (Limitation of Liability), 14 (Dispute Resolution and Arbitration), and 15 (Miscellaneous) will survive. If your account has been terminated for a breach of these Terms, then you are prohibited from creating a new account on the Service using a different name, email address or other forms of account verification.

    4. Modification of the Service. Newdays.ai reserves the right to modify or discontinue all or any portion of the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Newdays.ai will have no liability for any change to the Service, including any paid-for functionalities of the Service, or any suspension or termination of your access to or use of the Service. 

  8. Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Newdays.ai, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “Newdays.ai Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (1) your unauthorized use of, or misuse of, the Service; (2) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (3) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (4) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

  9. Disclaimers; No Warranties by Newdays.ai.

    1. NO MEDICAL ADVICE; NO DOCTOR-PATIENT RELATIONSHIP. THIS SERVICE IS INTENDED USE UNDER THE SUPERVISION OR AT THE DIRECTION OF A HEALTHCARE PROVIDER AND IS INTENDED TO SUPPORT A HEALTHCARE PROVIDER’S ENGAGEMENT OR INTERACTIONS WITH THEIR PATIENTS. ALL INTERACTIONS AND ENGAGEMENTS THROUGH THE SERVICE OR THE AI-AGENT IN THE SERVICE ARE INTENDED TO COLLECT INFORMATION FOR USE BY THE HEALTHCARE PROVIDER OR TO PROVIDE NON-MEDICAL GENERAL-PURPOSE ENGAGEMENTS OR ACTIVITIES BETWEEN THE HEALTHCARE PROVIDER AND THE USER, USED AT THE SOLE DISCRETION OF THE HEALTHCARE PROVIDER. USING THE SERVICE DOES NOT ESTABLISH A DOCTOR-PATIENT REALTIONSHIP BETWEEN NEWDAYS.AI AND THE USER. YOU ACKNOWLEDGE AND AGREE THAT NONE OF THE CONTENT PROVIDED BY THE PLATFORM OR THE TECHGNOLOGY IS INTENDED TO TREAT, DIAGNOSE, MITIGATE, CURE, OR PREVENT ANY HEALTH CONDITION OR DISEASE. THE HEALTHCARE PROVIDER IS SOLELY RESPONSIBLE AND LIABEL FOR THE USE OF THE SERVICE AND ALL MEDICAL SERVICES PROVIDED BY THE HEALTHCARE PROVIDER TO THE USER THROUGH THE SERVICE. THE SERVICE, INCLUDING THE TECHNOLOGY PLATFORM AND THE NEWDAYS.AI WEBSITE, DO NOT CONSTITUTE OR PROVIDE ANY MEDICAL CARE OR PROVIDE MEDICAL ADVICE. ALWAYS CONSULT WITH A QUALIFIED HEALTHCARE PROVIDER BEFORE MAKING ANY DECISIONS RELATED TO YOUR HEALTH OR TREATMENT.

    2. THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEWDAYS.AI DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. NEWDAYS.AI DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND NEWDAYS.AI DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. 

    3. YOU ACKNOWLEDGE AND AGREE THAT: (A) PORTIONS OF THE SERVICES PROVIDED BY NEWDAYS.AI RELY ON ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING WHICH, BY NATURE, PRODUCES OUTPUTS THAT ARE BASED ON PROBABILISTIC REASONING AND THEREFORE MAY NOT ALWAYS BE ACCURATE, COMPLETE, RELEVANT, USEFUL, OR ERROR FREE. NEWDAYS.AI IS NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE; AND (B) THE NATURE OF THE SERVICES AND MACHINE LEARNING OR ARTIFICIAL INTELLIGENCE TECHNOLOGY GENERALLY, OUTPUT MAY NOT BE UNIQUE, NOVEL, EXCLUSIVE, OR OTHERWISE SPECIFIC TO YOU OR YOUR INPUT AND OTHER USERS OF THE SERVICES MAY RECEIVE SIMILAR OUTPUT VIA THE SERVICES. TO THE GREATEST EXTENT PERMITTED BY LAW, NEWDAYS.AI MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY OF THE FOREGOING ACKNOWLEDGMENTS.

    4. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR NEWDAYS.AI ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE NEWDAYS.AI ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA.

    5. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 12 (Disclaimers; No Warranties by NEWDAYS.AI) APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. NEWDAYS.AI does not disclaim any warranty or other right that NEWDAYS.AI is prohibited from disclaiming under applicable law.

  10. Limitation of Liability.

    1. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE NEWDAYS.AI ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY NEWDAYS.AI ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

    2. EXCEPT AS PROVIDED IN SECTIONS 14.5 (Commencing Arbitration) AND 14.7 (ARBITRATION RELIEF) AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE NEWDAYS.AI ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (a) THE AMOUNT YOU HAVE PAID TO NEWDAYS.AI FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM AND (b) US$100.

    3. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 13 (LIMITATION OF LIABILITY) WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

  11. Dispute Resolution and Arbitration.

    1. Generally. Except as described in Section 14.2 (Exceptions) and 14.3 (Opt-Out), you and Newdays.ai agree that every dispute arising in connection with these Terms, the Service, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.

YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND NEWDAYS.AI ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

    1. Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

    2. Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 14 (Dispute Resolution and Arbitration) within 30 days after the date that you agree to these Terms by sending a letter to NewDays, Inc., Attention: Legal Department – Arbitration Opt-Out, 999 3rd Ave, 3300 Seattle, Washington 98104 that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Newdays.ai receives your Opt-Out Notice, this Section 14 (Dispute Resolution and Arbitration) will be void and any action arising out of these Terms will be resolved as set forth in Section 15.2 (Governing Law). The remaining provisions of these Terms will not be affected by your Opt-Out Notice.

    3. Arbitrator. This arbitration agreement, and any arbitration between us, is subject the Federal Arbitration Act and will be administered by the JAMS under the rules applicable to consumer disputes (collectively, “JAMS Rules”) as modified by these Terms. The JAMS Rules and filing forms are available online at www.jamsadr.org, by calling the JAMS at +1-800-352-5267, or by contacting Newdays.ai. 

    4. Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Newdays.ai’s address for Notice is: NewDays, Inc., 999 3rd Ave, 3300 Seattle, Washington 98104. The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Newdays.ai may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, Newdays.ai will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if the Newdays.ai has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the JAMS Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS Rules and the other party may seek reimbursement for any fees paid to JAMS.

    5. Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your residence unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your residence. During the arbitration, the amount of any settlement offer made by you or Newdays.ai must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. 

    6. Arbitration Relief. Except as provided in Section 14.8 (No Class Actions), the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Newdays.ai before an arbitrator was selected, Newdays.ai will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000. The arbitrator’s award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator’s award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator’s application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.

    7. No Class Actions. YOU AND NEWDAYS.AI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Newdays.ai agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. 

    8. Modifications to this Arbitration Provision. If Newdays.ai makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to Newdays.ai’s address for Notice of Arbitration, in which case your account with Newdays.ai will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

    9. Enforceability. If Section 14.8 (No Class Actions) or the entirety of this Section 14 (Dispute Resolution and Arbitration) is found to be unenforceable, or if Newdays.ai receives an Opt-Out Notice from you, then the entirety of this Section 14 (Dispute Resolution and Arbitration) will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 15.2 (Governing Law) will govern any action arising out of or related to these Terms. 

  1. Miscellaneous.

    1. General Terms. These Terms, including the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Newdays.ai regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms and all rights granted under these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

    2. Governing Law. These Terms are governed by the laws of the State of Washington without regard to conflict of law principles. You and Newdays.ai submit to the personal and exclusive jurisdiction of the state courts and federal courts located within King County, Washington for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in Washington, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.

    3. Privacy Policy. Please read the Newdays.ai Privacy Policy (the “Privacy Policy”) carefully for information relating to our collection, use, storage, and disclosure of your personal information and artificial intelligence policies. The Newdays.ai Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

    4. Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service, including the Medical Terms (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms. In the event of any conflict or inconsistency between the terms of these Terms and the terms of any Additional Terms, these Terms shall prevail and control.

    5. Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications and artificial intelligence policies and practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

    6. Contact Information. The Service is offered by NewDays, Inc, located at 999 3rd Ave, 3300 Seattle, Washington 98104. You may contact us by sending correspondence to that address or by emailing us at support@newdays.ai.

    7. Notice to California Residents. If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.

    8. No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.

    9. International Use. The Service is intended for visitors located within the United States. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.

  2. Notice Regarding Apple. This Section 16 (Notice Regarding Apple) only applies to the extent you are using our application on an iOS device. You acknowledge that these Terms are between you and Newdays.ai only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Service or the content of it. Apple has no obligation to furnish any maintenance and support services with respect to the Service. If the Service fails to conform to any applicable warranty, you may notify Apple, and Apple will refund any applicable purchase price for the mobile application to you. To the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including: (1) product liability claims; (2) any claim that the Service fails to conform to any applicable legal or regulatory requirement; or (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Service and/or your possession and use of the Service infringe a third party’s intellectual property right. You agree to comply with any applicable third-party terms when using the Service. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.

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