Terms of Service

1. Who we are and what these Terms cover

These Terms of Service ("Terms") are a binding agreement between you and Solos Agent Labs, a California general partnership doing business as Solos ("Solos," "we," "us"). They cover the website at health.heysolos.com, the clinic portal, the interactive demo, the trial text line, any text message, iMessage or other message sent to or from a number we operate, and every related feature, page, API and communication (together, the "Service").

By visiting, using, or sending a message to the Service, you agree to these Terms and to our Privacy Policy. If you don't agree, don't use the Service and don't text our numbers. If you use the Service for a clinic or other organization, you confirm you are authorized to bind it, and "you" includes that organization.

Clinics. A clinic that subscribes signs an order form or other written agreement with us (a "Clinic Agreement"). If a Clinic Agreement conflicts with these Terms, the Clinic Agreement controls for that clinic; otherwise these Terms apply in full. Patients of a clinic use the Service because their clinic offers it; the clinic, not Solos, is responsible for their care.

Section 18 contains a binding arbitration agreement and class action waiver that affect your legal rights. Please read it.

2. Not medical care. Not an emergency service.

Solos is a technology company. We are not a healthcare provider, pharmacy, laboratory or insurer, and we don't practice medicine, nursing or any other licensed profession. Nothing in the Service is medical advice, diagnosis, treatment, a prescription, or a substitute for the judgment of a qualified professional who knows your situation. Using the Service does not create a doctor-patient, nurse-patient or any other provider relationship with Solos. Any information the Service shares comes from your clinic or is general information, and is provided only for convenience.

The Service is not for emergencies or anything time-sensitive. Messages can be delayed, filtered, lost or not read by anyone, and the assistant may not recognize an emergency. If you think you may have a medical emergency, call 911 or go to the nearest emergency room. For a mental health crisis, call or text 988. For urgent questions about your care, call your clinic directly. Never delay, change, skip or stop any medication, procedure or appointment because of something the Service said or didn't say.

Your clinic decides your care, your medications, your schedule and what the assistant may say. Solos does not review, approve or verify clinical content for medical accuracy and is not responsible for your clinic's decisions, information, staff or services.

3. Automated assistant (AI)

Messages from the Service are written by an automated assistant that uses artificial intelligence (AI). It is not a person and not a licensed clinician, even if it uses a first name, a friendly tone, or the name of your clinic. Unless a message says it was written by a member of your care team, assume it was not reviewed by a person before it was sent.

We check replies against approved information before they are sent, but no system is perfect. AI output may be inaccurate, incomplete, outdated, misunderstood, offensive or unsuitable, and may differ from what a person would say. You are responsible for how you use it. Confirm anything important (especially anything about medication, timing, results, cost, insurance or appointments) with your clinic. Messages you send may be processed by AI models from third-party providers, as described in our Privacy Policy.

4. The demo and the trial text line

We offer an interactive demo on our website and a trial phone number you can text (together, the "Trial"). The Trial uses a fictional clinic, Harbor Fertility, and a fictional patient profile. Any names, appointments, prices, care team members, policies and other details in the Trial are made up for demonstration and must not be relied on for anything.

• Don't send real health information, or anyone else's personal information, to the Trial. Play the part of the fictional patient.
• Nothing you send to the Trial is confidential or protected health information. We and our service providers may read, store, review, analyze and use it to operate, test, secure and improve the Service, including by people on our team and by AI models, and we may quote it in de-identified form.
• When you text the trial number, you ask us to reply. You consent to receive automated replies, and a small number of related messages (such as an opt-out confirmation), at that number from us. We add your number as a contact with our messaging provider so it can reply to you.
• You confirm that you are 18 or older and the owner or authorized user of the phone number you use, and that you are not texting on behalf of anyone else.
• The Trial is limited (for example by the number of people or messages a day) and may be changed, paused, reset or ended at any time, for anyone, without notice. Trial data is deleted on a schedule (generally 7 days after the last message); don't rely on it being kept or deleted at any particular time.
• You may test the assistant by texting it anything you like through the normal message interface, including trying to confuse it. That permission does not extend to attacking our systems or anyone else (see section 7).

5. Text messages

Program. Solos Care Line sends texts (SMS, MMS, iMessage or RCS) for clinics to their registered patients, and replies to people who text our numbers. Message frequency varies with your messages and your clinic's schedule. Message and data rates may apply. Consent to receive texts is not a condition of any purchase.

Stop or get help. Reply STOP at any time to stop receiving texts from that number. We'll send one message confirming you've opted out. Reply START to opt back in, or HELP for help, or email team@heysolos.com. You can also opt out by any other reasonable means, such as telling us in your own words; we will honor it, though a free-text request may take a little longer to process than a keyword.

Delivery. Carriers, Apple and our messaging providers are not liable for delayed or undelivered messages. We don't guarantee that any message will be sent, delivered, read or answered, or delivered on time or in order.

Your phone and your privacy. Texts are not a fully private channel: they may be seen by anyone who has access to your phone, its notifications, backups, or linked devices, and are carried by networks we don't control. Tell us or your clinic right away if your number changes or is no longer yours. You are responsible for messages sent from your phone.

6. Clinics' responsibilities

If you use the Service for a clinic, you are responsible, and you represent and warrant, that:

• You have obtained, and will keep records of, every notice, consent and authorization the law requires to give us patient information and to text patients (including under the Telephone Consumer Protection Act, carrier and CTIA rules, and state telemarketing and texting laws), and you will tell us immediately when a patient revokes consent to you directly.
• You approve, and remain responsible for, the information and instructions you load into the Service, the safety and fallback wording, who on your team gets access, and the accuracy of every patient record you add or sync.
• You remain solely responsible for patient care, clinical decisions, triage, monitoring the portal and responding to messages, alerts and escalations in a timely way. The Service is a communication tool; it doesn't replace your staff, your on-call process or your clinical judgment.
• You will provide any disclosure required where you operate, including laws about telling patients that AI is used in communications (for example California Health and Safety Code section 1339.75 and the Texas Responsible Artificial Intelligence Governance Act), and will not present the assistant as a licensed professional.
• HIPAA. Solos is not your business associate, and you must not give us protected health information, unless and until we have both signed a business associate agreement. Until then you will use only the demo and fictional data. You are responsible for deciding whether the Service is appropriate for your regulatory obligations.
• Fees are as stated in your Clinic Agreement or on our website. Unless the Clinic Agreement says otherwise, fees are payable in advance, non-cancellable and non-refundable, exclude taxes (which you pay), and may change for later terms with notice. We may suspend the Service for overdue amounts.

7. Acceptable use

You will not, and will not help anyone else to:

• Use the Service for any unlawful, harmful, harassing, threatening, defamatory, obscene, deceptive or fraudulent purpose, or send anything that infringes someone else's rights.
• Send real health or personal information about another person, impersonate any person or clinic, or use a phone number you aren't authorized to use.
• Probe, scan, or test the vulnerability of our systems or networks; breach or bypass any security, authentication or rate limit; access data that isn't yours; or attempt to access other clinics' or patients' information.
• Overload, flood, spam or automate messages to the Service, or interfere with its operation (including denial of service, scripted or bulk texting, or using multiple numbers to get around limits).
• Copy, scrape, frame, resell or sublicense the Service; decompile, reverse engineer or extract its source code, models, prompts, or the methods it uses to check replies; or use it or its output to build or train a competing product or AI model.
• Upload malware, or send content designed to make the Service harm you, a clinic, a patient or anyone else.
• Misrepresent the Service's output, including by publishing manipulated or out-of-context replies as if they were ordinary output, or by presenting it as coming from a clinic or a licensed professional.

We may investigate any suspected violation, keep the evidence, report it to authorities, and act on it as we see fit, including by blocking numbers.

8. Your content and feedback

You keep whatever rights you have in the messages and information you send ("Your Content"). You grant us a worldwide, non-exclusive, royalty-free, sublicensable (to our service providers), transferable licence to host, store, copy, process, transmit, analyze, display and modify Your Content to provide, secure, support and improve the Service, and as described in our Privacy Policy. For clinic patient data, our use is limited as stated in the Clinic Agreement and any business associate agreement. You represent that you have every right needed to grant this licence.

We may create and use de-identified or aggregated data for any lawful purpose, and own it. If you give us feedback, ideas or suggestions, we may use them freely without obligation to you.

9. Our rights

The Service, including its software, designs, text, graphics, the Solos name and logo, and everything we make, is owned by us or our licensors and protected by intellectual property laws. Subject to these Terms, we give you a limited, revocable, non-exclusive, non-transferable right to use the Service for its intended purpose. We reserve all rights not expressly granted. Other names and marks mentioned (including EMR vendors) belong to their owners and don't imply any affiliation or endorsement.

10. Third-party services

The Service relies on and may link to services we don't control, including mobile carriers, Apple, messaging providers, AI model providers, hosting and database providers, and your clinic's own systems. We aren't responsible for them, their availability, or their content, terms or privacy practices, and your use of them may be governed by their terms.

11. Changes to the Service and to these Terms

We may change, add, suspend or discontinue any part of the Service, including features, limits, models and providers, at any time. We may change these Terms at any time; the new version applies from the "Last updated" date at the top, or a later date we state. If a change materially reduces the rights of a subscribing clinic, we'll also tell it by email or in the portal first. Continuing to use the Service, or texting our numbers, after a change takes effect means you accept it. Your only remedy if you don't accept a change is to stop using the Service.

12. Suspension and termination

We may suspend, limit or end your access to all or part of the Service at any time, with or without notice, for any reason, including if we believe you have broken these Terms, created risk or possible legal exposure for us or others, or if continuing would be impractical. You may stop using the Service at any time. Sections that by their nature should survive (including sections 2, 3, 4, 8 and 13 to 20) survive any ending of these Terms.

13. Disclaimer of warranties

To the fullest extent the law allows, the Service is provided "as is" and "as available," with all faults and without warranties of any kind, express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, quiet enjoyment and any arising from course of dealing or usage. We don't warrant that the Service, any AI output, or any information from a clinic will be accurate, complete, current, reliable, safe or suitable for you; that it will recognize or respond to any symptom, emergency or request; that messages, alerts, escalations or tickets will be sent, delivered, routed, seen or acted on; or that the Service will be uninterrupted, secure, error-free or free of harmful components.

14. Assumption of risk and release

You understand that automated messaging and AI involve risks, including incorrect, misleading or missing information, delivery failures, and disclosure of messages to people with access to your phone, and you use the Service at your own risk. To the fullest extent the law allows, you release Solos and its partners, employees, contractors, agents, successors and assigns from claims, known and unknown, arising out of your reliance on any message or information from the Service, any act or omission of a clinic, or your use of the Trial. If you are a California resident, you waive California Civil Code section 1542, which says: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." You waive any similar law of any other place.

15. Limitation of liability

To the fullest extent the law allows: (a) Solos and its partners, employees, contractors, agents, licensors and service providers will not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, goodwill, data or use, cost of substitute services, or personal injury or emotional distress not caused by our gross negligence or willful misconduct, however caused and on any theory of liability, even if advised of the possibility; (b) we will not be liable for any treatment outcome, missed or mistimed medication, dose, appointment or procedure, or any clinical decision, whether or not related to a message from the Service; and (c) our total liability for all claims arising out of or relating to the Service or these Terms is limited to the greater of one hundred U.S. dollars (US$100) or the fees you paid us for the Service in the three months before the event giving rise to the claim. These limits apply even if a remedy fails of its essential purpose, and they are an essential basis of our agreement; without them we would not offer the Service, including the free demo and Trial.

Nothing in these Terms excludes or limits liability for our fraud, gross negligence, willful misconduct, willful injury to a person or property, or violation of law, or any other liability that can't be limited under applicable law (including California Civil Code section 1668), and nothing waives a right that the law says can't be waived. Where the law doesn't allow a particular exclusion or limit, it applies to the fullest extent allowed.

16. Indemnity

To the fullest extent the law allows, you will defend, indemnify and hold harmless Solos and its partners, employees, contractors, agents, successors and assigns from and against all claims, demands, losses, damages, liabilities, penalties, fines, costs and expenses (including reasonable attorneys' fees) arising out of or relating to: Your Content; your use or misuse of the Service; your breach of these Terms or of law; your violation of anyone else's rights; and, for clinics, your patients' care, your consents and notices, the information and instructions you approve, and any message sent to your patients at your direction. We may take control of the defense of any matter at your expense, and you won't settle any matter affecting us without our written consent.

17. Force majeure

We aren't responsible for any delay or failure caused by events beyond our reasonable control, including outages or actions of carriers, Apple, hosting, database, messaging or AI providers, internet failures, cyberattacks, power failures, natural disasters, epidemics, labor disputes, government action, or changes in law or carrier rules.

18. Disputes and arbitration

Informal resolution first. Before filing any claim, you agree to email team@heysolos.com with your name, phone number or account, a description of the dispute and the relief you want, and to try in good faith to resolve it with us for 60 days. Any limitation period is paused during this time.

Binding individual arbitration. If the dispute isn't resolved, you and we agree that any dispute, claim or controversy arising out of or relating to the Service, these Terms, or our relationship (including their formation, scope, validity and enforceability, and including claims that arose before these Terms) will be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules or, if you use the Service as an individual for personal purposes, its Consumer Arbitration Rules, and its Mass Arbitration Supplementary Rules when they apply. The Federal Arbitration Act governs this section. The arbitration will take place by video or written submission unless the arbitrator decides an in-person hearing is needed, in which case it will be held in Sacramento County, California, or the county where you live. Fees are paid as the AAA rules provide. Judgment on the award may be entered in any court with jurisdiction. You and we are each giving up the right to a trial in court, including a jury trial.

Exceptions. Either side may bring an individual claim in small claims court, or seek an injunction in court to protect its intellectual property or to stop unauthorized access to or misuse of the Service. Nothing here waives the right to seek public injunctive relief, which may be pursued in court after the individual arbitration ends.

Class action waiver. To the fullest extent the law allows, claims may be brought only individually, not as a plaintiff or class member in any class, collective, consolidated, private attorney general or representative proceeding, and the arbitrator may not consolidate the claims of more than one person or award relief to anyone other than the individual party. If this waiver is found unenforceable for a claim, that claim alone will be severed and decided in court after any arbitrable claims are resolved.

Mass filings. If 25 or more similar claims are filed by or with the help of the same law firm or coordinated group, they will be administered in batches of up to 25 under the AAA's mass arbitration rules, and the limitation period for each claim is paused while it waits for its batch.

Opt out. You may opt out of this arbitration agreement by emailing team@heysolos.com within 30 days after you first agree to these Terms (for example, the first time you text our number), with your name, phone number or account email, and a clear statement that you opt out of arbitration. Opting out doesn't affect any other part of these Terms.

Courts and time limit. Claims not subject to arbitration will be decided only in the state or federal courts located in Sacramento County, California, and you and we consent to their jurisdiction and venue, unless the law requires a different court for you. To the extent the law allows, any claim must be brought within one year after it arises, or it is permanently barred.

19. Governing law

California law governs these Terms and any dispute, without regard to conflict-of-laws rules, except that the Federal Arbitration Act governs section 18.

20. General

• Entire agreement. These Terms, the Privacy Policy, the Consumer Health Data Privacy Policy and any Clinic Agreement are the entire agreement between you and us about the Service and replace any earlier understanding.
• Severability and waiver. If any part of these Terms is unenforceable, it will be enforced to the maximum extent allowed and the rest stays in effect. Our not enforcing a right is not a waiver of it.
• Assignment. You may not assign these Terms without our written consent. We may assign them, including in a merger, acquisition, reorganization or sale of assets.
• Electronic notices. You agree to receive agreements and notices electronically, including by text, email, in the portal or on the website. You give notice to us at team@heysolos.com.
• Interpretation. "Including" means "including without limitation." Headings are for convenience only. No third party has any rights under these Terms. Nothing creates a partnership, employment, agency or fiduciary relationship between you and us. If these Terms are translated, the English version controls.
• Export and sanctions. You will comply with U.S. export and sanctions laws and confirm you are not on any restricted-party list. The Service is intended for use in the United States only.
• California users. Under California Civil Code section 1789.3, the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs can be reached at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or (916) 445-1254 or (800) 952-5210.

21. Contact

Solos Agent Labs, a California general partnership doing business as Solos. Email team@heysolos.com.