Sunny for Startups Terms of Service

These Sunny for Startups Terms of Service (the “Terms”) govern participation in the Sunny for Startups program and use of the Services described below.

These Terms form a legally binding agreement between Sunny Health AI, Inc., a Delaware corporation (“Sunny,” “we,” “us,” or “our”), and the company identified during online registration (“Customer”).

The individual accepting these Terms on Customer’s behalf represents and warrants that they have the legal authority to bind Customer to these Terms.

Table of Contents

1. Definitions
2. Sunny for Startups
3. Description of the Services
4. Use of Artificial Intelligence
5. Six-Month Free Access
6. Paid Subscription
7. Accounts and Administration
8. Customer Responsibilities
9. Acceptable Use
10. Privacy and Data Use
11. HIPAA
12. Security
13. Healthcare and Benefits Disclosures
14. Third-Party Services
15. Intellectual Property
16. Confidentiality
17. Service Availability and Changes
18. Suspension and Termination
19. Disclaimer of Warranties
20. Limitation of Liability
21. General Terms
22. Electronic Acceptance

1. Definitions

1.1 Active Employee

An “Active Employee” means each current employee of Customer who is listed as active in Customer’s employment, payroll, or human-resources records as of the applicable monthly measurement date.

Active Employees do not include independent contractors, former employees, or employees of Customer’s affiliates unless otherwise agreed in writing.

An Active Employee is counted for billing purposes regardless of whether that employee actively uses the Services during the applicable month.

Eligible spouses, domestic partners, children, and other dependents of Active Employees are not counted separately for billing purposes.

1.2 Authorized User

An “Authorized User” means:

• an Active Employee whom Customer authorizes to use the Services;
• an eligible dependent whom an Active Employee authorizes to use supported features of the Services; or
• a Customer administrator authorized to administer Customer’s account.

1.3 Customer Data

“Customer Data” means information Customer or a Customer administrator provides to Sunny, including company information, employee eligibility information, employee contact information, benefit-plan information, and account-administration information.

Customer Data does not include information an Authorized User independently provides to Sunny through that Authorized User’s personal interaction with the Services.

1.4 Authorized User Information

“Authorized User Information” means information Sunny receives, accesses, generates, or processes concerning an Authorized User in connection with the Services, including:

• identity and contact information;
• employment and benefits-eligibility information;
• health-plan and insurance information;
• healthcare and benefits questions;
• healthcare preferences and stated needs;
• provider and appointment information;
• information supplied during telephone, messaging, web, or application interactions;
• information obtained from health plans, providers, benefit administrators, and other authorized sources; and
• information reasonably necessary to respond to the Authorized User’s request.

1.5 AI Technologies

“AI Technologies” means artificial-intelligence, machine-learning, natural-language-processing, automated reasoning, information-retrieval, speech-recognition, voice-generation, and related technologies used to provide or support the Services.

1.6 Large Language Model

A “Large Language Model” or “LLM” means an artificial-intelligence model designed to process, interpret, summarize, classify, retrieve, or generate language and other content.

1.7 Services

“Services” means the Sunny employer healthcare and benefits-navigation platform and the related software, websites, applications, communications systems, AI Technologies, administrative tools, and services Sunny makes available under the Sunny for Startups program.

2. Sunny for Startups

2.1 Program

Sunny for Startups provides approved companies with access to the Services for the benefit of their employees.

Participation in the program is subject to Sunny’s approval. Customer represents that all information submitted in connection with its application and registration is complete and accurate.

2.2 One Free Period

Each Customer and its affiliates may receive only one Free Access Period unless Sunny expressly agrees otherwise in writing.

Creating additional accounts, using different email addresses, reorganizing Customer’s legal entity, or registering through an affiliate does not create eligibility for additional free periods.

2.3 Internal Use

Customer may make the Services available solely for its own internal employee-benefit purposes.

Customer may not resell, sublicense, commercially distribute, or provide the Services to another company or unaffiliated third party.

3. Description of the Services

3.1 Healthcare and Benefits Information

The Services may provide Authorized Users with access to information concerning:

• employer-sponsored healthcare benefits;
• medical, dental, vision, pharmacy, behavioral-health, and other health-plan benefits;
• insurance eligibility and coverage;
• deductibles, copayments, coinsurance, and other cost-sharing obligations;
• provider-network participation;
• employee-assistance, wellness, family, financial, leave, and other employer-sponsored benefits;
• healthcare programs, centers of excellence, care-management programs, and other resources; and
• other healthcare, insurance, or benefits information made available through the Services.

3.2 Benefits Navigation

Sunny may use Customer Data and Authorized User Information to help Authorized Users:

• understand the benefits and programs available to them;
• interpret benefit-plan information;
• identify potentially relevant healthcare and benefits resources;
• understand eligibility, coverage, cost-sharing, limitations, and administrative requirements;
• compare available providers, facilities, programs, and resources; and
• determine appropriate next administrative steps based on the Authorized User’s stated needs.

Sunny may tailor information presented through the Services based on the Authorized User’s benefit eligibility, health plan, location, preferences, questions, stated needs, and other relevant information.

3.3 Personalized Health Information

The Services may provide or help an Authorized User obtain health and healthcare information relevant to the Authorized User’s stated needs.

This may include information about:

• healthcare specialties;
• types of healthcare services;
• provider and facility options;
• common health conditions;
• questions to consider asking a healthcare professional;
• available benefit programs;
• care settings;
• administrative requirements; and
• publicly available or third-party healthcare resources.

Information presented through the Services may be personalized using Authorized User Information. Personalization does not mean that Sunny is diagnosing the Authorized User, practicing medicine, or making a clinical determination.

3.4 Provider and Program Navigation

Sunny may help Authorized Users identify and evaluate healthcare providers, facilities, benefit programs, and other healthcare resources based on factors such as:

• location;
• specialty;
• network participation;
• appointment availability;
• benefit eligibility;
• estimated cost;
• quality information;
• accessibility;
• language;
• stated preferences; and
• other information available to Sunny.

Provider, network, cost, quality, and availability information may be obtained from health plans, healthcare providers, public sources, data vendors, and other third parties.

3.5 Communications With Third Parties

At an Authorized User’s request, Sunny may communicate with:

• health plans;
• insurance carriers;
• healthcare providers;
• medical and dental offices;
• hospitals and facilities;
• pharmacies;
• benefit administrators;
• employer-sponsored programs;
• scheduling services; and
• other relevant third parties.

Sunny may use telephone calls, AI-enabled voice systems, email, messaging, application programming interfaces, web portals, facsimile, or other communication methods to perform these activities.

3.6 User-Directed Administrative Actions

At an Authorized User’s request, Sunny may perform administrative activities on the Authorized User’s behalf, including:

• verifying benefit or insurance information;
• confirming provider-network participation;
• checking provider or facility availability;
• requesting information from a health plan or provider;
• locating providers, facilities, or benefit programs;
• scheduling, rescheduling, or canceling appointments;
• requesting enrollment in an available program;
• communicating preferences or administrative information to a provider or program;
• obtaining status updates; and
• performing other healthcare or benefits-navigation activities supported by the Services.

An Authorized User authorizes Sunny to use and disclose information reasonably necessary to perform an action when the Authorized User asks Sunny to perform that action.

Sunny may require additional information, identity verification, consent, or confirmation before performing an action.

3.7 Appointment Scheduling

When an Authorized User asks Sunny to schedule, reschedule, or cancel an appointment, the Authorized User appoints Sunny as the Authorized User’s limited administrative agent solely for that purpose.

Sunny may provide the relevant provider, facility, or scheduling service with information reasonably necessary to process the request, including the Authorized User’s:

• name;
• contact information;
• date of birth;
• insurance information;
• scheduling preferences;
• stated reason for seeking the appointment; and
• other information requested or authorized by the Authorized User.

Sunny does not guarantee that:

• an appointment will be available;
• a provider will accept the Authorized User;
• a provider will participate in the Authorized User’s network;
• the provider’s information is complete or current;
• an appointment request will be accepted or confirmed;
• an appointment will occur as scheduled; or
• the requested provider or service is clinically appropriate.

The healthcare provider remains solely responsible for accepting the patient, determining clinical appropriateness, providing care, and maintaining the provider-patient relationship.

3.8 Limitations on Requested Actions

Sunny may decline, pause, or request additional confirmation before performing an action if Sunny reasonably believes:

• the request is unlawful, fraudulent, inaccurate, or unauthorized;
• Sunny cannot verify the Authorized User’s identity or authority;
• additional consent is required;
• the request involves a clinical decision Sunny is not qualified or authorized to make;
• performing the request could create a material privacy, security, legal, or safety risk;
• the applicable third party refuses to communicate with Sunny;
• the applicable third party requires the Authorized User to act directly; or
• Sunny does not have the technical or operational capability to complete the request.

4. Use of Artificial Intelligence

4.1 AI-Enabled Services

The Services use AI Technologies, including LLMs, to provide healthcare and benefits-navigation, informational, communications, and administrative functions.

Authorized Users may interact directly with AI Technologies through text, telephone, voice, web, mobile, or other interfaces.

Some or all of an interaction may occur automatically and without contemporaneous review by a human.

4.2 Uses of AI Technologies

Sunny may use AI Technologies to:

• interpret and respond to Authorized User requests;
• identify an Authorized User’s intent and stated needs;
• retrieve, organize, compare, summarize, and explain healthcare and benefits information;
• identify potentially relevant benefits, providers, facilities, programs, and resources;
• personalize information based on Authorized User Information;
• generate questions, responses, summaries, scripts, messages, and other communications;
• communicate with health plans, providers, benefit programs, and other third parties;
• conduct or support telephone calls using AI-enabled voice agents;
• extract and structure information obtained through conversations, documents, websites, databases, or third-party communications;
• verify, reconcile, and update healthcare and benefits information;
• schedule, reschedule, and cancel appointments;
• detect incomplete, conflicting, or potentially inaccurate information;
• monitor the security, quality, performance, and reliability of the Services;
• assist Sunny personnel in supporting Authorized Users; and
• develop, test, maintain, and improve the Services.

4.3 AI-Enabled Voice Agents

Sunny may use AI-enabled voice agents to place, receive, or participate in telephone calls on behalf of Authorized Users.

These systems may:

• speak using generated or synthesized voices;
• understand spoken responses;
• respond dynamically during a call;
• navigate automated telephone systems;
• communicate with provider offices, health plans, and other third parties;
• summarize the results of a call; and
• take user-authorized administrative actions.

Sunny may provide notices or disclosures concerning the use of artificial intelligence, automated systems, or call recording when required by law or Sunny’s policies.

4.4 Third-Party AI Providers

Sunny may use third-party providers of:

• LLMs;
• speech recognition;
• voice generation;
• machine learning;
• cloud infrastructure;
• data processing;
• communications; and
• related technology.

Sunny will require third-party providers to process personal information under contractual privacy, confidentiality, and security obligations appropriate to the services they perform.

Sunny will not knowingly authorize a third-party provider to use identifiable Customer Data or Authorized User Information to train a publicly available or general-purpose AI model for the third party’s independent purposes.

4.5 AI Outputs

AI Technologies generate outputs using probabilistic and automated processes.

An AI-generated output may occasionally be:

• incomplete;
• inaccurate;
• outdated;
• inconsistent;
• misleading;
• based on incomplete source information; or
• inappropriate for a particular person or circumstance.

Authorized Users should independently confirm information that may materially affect healthcare, benefits, financial, or treatment decisions.

In particular, Authorized Users should confirm important information concerning:

• benefit eligibility;
• insurance coverage;
• prior-authorization requirements;
• deductibles, copayments, and other costs;
• provider-network participation;
• provider identity and credentials;
• appointment availability;
• appointment details;
• medical conditions;
• medications;
• treatment options; and
• emergencies.

4.6 No Autonomous Clinical Decision-Making

Sunny uses AI Technologies to provide navigation, informational, communications, and administrative assistance.

Sunny and its AI Technologies do not independently:

• diagnose a disease or medical condition;
• prescribe medication;
• order medical tests;
• determine that a particular treatment is medically necessary;
• make a final clinical decision;
• determine whether an emergency exists;
• make a final insurance-coverage or claims determination; or
• replace the judgment of a licensed healthcare professional.

4.7 No Guaranteed Human Review

Sunny may use personnel or contractors to:

• provide customer support;
• monitor quality;
• review flagged interactions;
• investigate errors;
• address safety, privacy, or security concerns;
• support completion of administrative requests; and
• improve the Services.

However, Sunny does not guarantee that a human will review each interaction, response, recommendation, communication, or action before it is presented or performed.

4.8 Service Improvement and Model Training

Sunny may use interactions with the Services to operate, secure, evaluate, test, maintain, and improve Sunny’s Services and Sunny-controlled AI systems.

Sunny may use aggregated or de-identified information to develop, test, evaluate, or improve AI Technologies, provided the information does not reasonably identify Customer or an Authorized User.

Sunny will not use identifiable Customer Data or identifiable Authorized User Information to train a third party’s publicly available or general-purpose AI model for the third party’s independent benefit.

Sunny will not use identifiable health information to train a general-purpose AI model except where:

• the applicable individual has expressly authorized the use;
• the use is permitted by an applicable written agreement; and
• the use complies with applicable law.

5. Six-Month Free Access

5.1 Free Access Period

Customer will receive access to the Services at no charge for six months beginning on the date identified during registration or in Customer’s signup confirmation (the “Free Access Period”).

During the Free Access Period:

• no payment method is required;
• there is no subscription fee;
• there is no implementation fee;
• there is no minimum employee commitment; and
• Customer may discontinue participation at any time.

5.2 No Automatic Paid Conversion

The Free Access Period does not automatically convert into a paid subscription.

Sunny will not charge Customer merely because the Free Access Period ends.

Customer must separately and affirmatively select the paid subscription, provide a payment method, confirm its Active Employee count, and accept the applicable paid checkout terms before Sunny charges Customer.

5.3 Expiration Notice

Sunny will use commercially reasonable efforts to notify Customer’s administrator before the Free Access Period expires.

Failure to receive a reminder does not extend the Free Access Period.

5.4 End of Free Access

At the end of the Free Access Period, Customer’s access to the Services will pause unless Customer affirmatively elects to begin a paid subscription.

Sunny may limit or disable access by Authorized Users after the Free Access Period ends.

Customer will not incur a fee solely because access has been paused.

6. Paid Subscription

6.1 Affirmative Election

Customer may begin a paid subscription by:

• selecting the paid Sunny for Startups plan;
• confirming Customer’s Active Employee count;
• providing a valid payment method;
• accepting any checkout terms presented by Sunny; and
• authorizing Sunny to charge the applicable subscription fees.

6.2 Price

The paid subscription price is:

• $1.00 per Active Employee per month.

Eligible dependents are included without an additional per-person charge unless otherwise stated during checkout.

6.3 Month-to-Month Subscription

Unless otherwise stated during checkout, the paid subscription continues on a month-to-month basis until canceled.

By beginning the paid subscription, Customer authorizes Sunny to charge Customer’s payment method each month for the applicable subscription fees and taxes.

6.4 Employee Count

Customer will provide an accurate Active Employee count when beginning the paid subscription.

Unless Sunny specifies another method, the billable Active Employee count for a month will be the number of Active Employees as of the first day of that billing period.

6.5 Billing

Unless otherwise stated during checkout:

• subscription fees are charged monthly in advance;
• payment is due when charged;
• fees are stated in United States dollars; and
• Customer is responsible for applicable sales, use, and similar transaction taxes, excluding taxes based on Sunny’s net income.

Customer authorizes Sunny and its payment processor to store Customer’s payment credentials and process recurring monthly charges.

6.6 Failed Payments

If a payment fails, Sunny may:

• notify Customer;
• retry the payment method;
• request an updated payment method;
• suspend access to the Services; or
• terminate the paid subscription.

Customer remains responsible for properly incurred and undisputed fees.

6.7 Cancellation

Customer may cancel its paid subscription at any time through its Sunny administrator account or by contacting Sunny via website or email.

Cancellation takes effect at the end of the current paid monthly billing period unless applicable law requires otherwise.

Customer will retain access through the end of the paid billing period and will not be charged for subsequent periods.

Except where required by law, fees already paid are nonrefundable.

6.8 Price Changes

Sunny may change the paid subscription price by giving Customer at least 60 days’ advance notice.

A price change will apply only to billing periods beginning after the notice period.

Customer may cancel before the changed price takes effect.

7. Accounts and Administration

7.1 Customer Administrators

Customer may designate one or more administrators to:

• manage Customer’s account;
• provide or update eligibility information;
• invite Authorized Users;
• view administrative information;
• manage billing; and
• exercise other administrative functions made available by Sunny.

Customer is responsible for actions performed through its administrator accounts.

7.2 Authorized User Accounts

Authorized Users may be required to create individual accounts and accept separate user-facing terms, privacy disclosures, authorizations, or consents.

An Authorized User’s access may depend on eligibility information supplied by Customer.

7.3 Account Security

Customer and its administrators must:

• maintain the confidentiality of login credentials;
• use reasonable account-security practices;
• promptly disable access for unauthorized administrators; and
• promptly notify Sunny of suspected unauthorized access.

Customer may not permit administrator credentials to be shared among multiple individuals.

8. Customer Responsibilities

Customer is responsible for:

• providing accurate company and Active Employee information;
• maintaining accurate employee-eligibility records;
• ensuring it has the authority and appropriate legal basis to provide Customer Data to Sunny;
• providing any notices to employees required by applicable law;
• obtaining any permissions required for Customer’s disclosure of Customer Data;
• administering Customer’s benefit plans;
• making employment and benefits-eligibility decisions; and
• communicating official plan terms and employment policies to employees.

Customer may not represent that Sunny is:

• an insurer;
• a health plan;
• a healthcare provider;
• an emergency service;
• the final authority regarding insurance coverage;
• the final authority regarding benefit eligibility; or
• a substitute for professional medical advice.

9. Acceptable Use

Customer and its Authorized Users may not:

• use the Services for an unlawful, fraudulent, harmful, or abusive purpose;
• submit information they do not have the right to provide;
• impersonate another person;
• access or attempt to access another customer’s information;
• interfere with the security, availability, or operation of the Services;
• introduce malware, malicious code, or disruptive automated traffic;
• reverse engineer or attempt to discover the source code, model weights, prompts, or underlying components of the Services, except where applicable law prohibits this restriction;
• use the Services to develop, train, or improve a competing product;
• systematically extract or scrape data from the Services;
• resell or commercially distribute the Services; or
• use the Services in a manner that violates applicable law or another person’s rights.

Sunny may suspend access when reasonably necessary to prevent or address a security threat, unlawful conduct, abuse, material harm, or disruption of the Services.

10. Privacy and Data Use

10.1 Privacy Documents

Sunny will process personal information in accordance with:

• these Terms;
• Sunny’s Privacy Policy;
• any applicable Data Processing Addendum;
• any applicable Business Associate Agreement;
• an Authorized User’s instructions and authorizations; and
• applicable law.

10.2 Customer Instructions

Customer instructs Sunny to process Customer Data as reasonably necessary to:

• establish and administer Customer’s account;
• verify Authorized User eligibility;
• provide the Services;
• communicate with Customer and Authorized Users;
• secure and support the Services;
• process billing;
• comply with law; and
• perform the activities described in these Terms.

10.3 Employee Privacy

Customer does not obtain a right under these Terms to access an Authorized User’s individually identifiable healthcare questions, navigation activity, appointment information, or other personal health information.

Unless the Authorized User directs Sunny to disclose information to Customer or disclosure is otherwise permitted or required by law, Sunny will not provide Customer with an Authorized User’s individually identifiable health information.

Sunny may provide Customer with:

• account-administration information;
• eligibility information;
• aggregated or de-identified utilization information;
• adoption and engagement metrics;
• billing information; and
• other information reasonably necessary to administer the program.

10.4 Data Ownership

As between the Parties:

• Customer retains its rights in Customer Data;
• Authorized Users retain the rights in their personal information provided by applicable law;
• Sunny retains its rights in the Services, Sunny technology, and Sunny-generated operational information; and
• Sunny may use aggregated or de-identified information that does not reasonably identify Customer or an individual.

10.5 Sale of Personal Information

Sunny will not sell Customer Data or Authorized User Information.

Sunny may engage service providers to process information on Sunny’s behalf in accordance with contractual restrictions.

10.6 Legal Requests

Sunny may use or disclose information when reasonably necessary to:

• comply with applicable law;
• respond to valid legal process;
• protect the rights, safety, and security of Sunny, Customer, Authorized Users, or others;
• investigate fraud or abuse; or
• enforce these Terms.

11. HIPAA

The Parties acknowledge that HIPAA does not apply to every employer, every benefits program, or every use of health-related information.

If Sunny will create, receive, maintain, or transmit Protected Health Information on behalf of a HIPAA covered entity or business associate in a manner that makes Sunny a business associate, the applicable parties will enter into a Business Associate Agreement before that activity begins.

These Terms alone do not designate Sunny as Customer’s HIPAA business associate.

If an executed Business Associate Agreement applies, that agreement controls with respect to the use, disclosure, safeguarding, and handling of Protected Health Information.

12. Security

Sunny will maintain reasonable administrative, technical, physical, and organizational safeguards designed to protect personal information against unauthorized access, acquisition, use, alteration, or disclosure.

Customer must promptly notify Sunny at [email protected] if Customer becomes aware of:

• unauthorized access to an account;
• compromised credentials;
• unauthorized disclosure of Customer Data; or
• another suspected security issue involving the Services.

Sunny will notify Customer without undue delay after confirming a security incident involving Customer Data when notification is required by applicable law or an applicable written agreement.

No information system can be guaranteed to be completely secure, and Sunny does not warrant that unauthorized third parties will never defeat Sunny’s safeguards.

13. Healthcare and Benefits Disclosures

13.1 Navigation Service

Sunny provides healthcare and benefits-navigation, informational, communications, and administrative services.

Sunny does not itself provide healthcare or insurance.

13.2 No Medical Advice

Information provided through the Services is for navigation and informational purposes and is not medical advice.

Sunny does not establish a physician-patient, clinician-patient, therapist-patient, pharmacist-patient, or other healthcare-provider relationship.

Authorized Users should consult an appropriately qualified healthcare professional regarding diagnosis, treatment, medication, or other clinical decisions.

13.3 No Insurance Determination

Sunny does not make final:

• eligibility determinations;
• coverage determinations;
• prior-authorization determinations;
• claims determinations;
• medical-necessity determinations; or
• benefit appeals decisions.

Those determinations are made by the applicable health plan, insurer, benefit administrator, employer, provider, or other responsible party.

13.4 Third-Party Information

Information provided through the Services may originate from:

• Customer;
• Authorized Users;
• health plans;
• insurers;
• healthcare providers;
• benefit administrators;
• public databases;
• data vendors; and
• other third parties.

Third-party information may be incomplete, delayed, inaccurate, or outdated.

Authorized Users should confirm important information directly with the applicable health plan, provider, benefit administrator, or other authoritative source.

13.5 Emergencies

The Services are not an emergency service.

A person who believes they are experiencing a medical emergency should call 911 or the appropriate local emergency service immediately.

An Authorized User should not rely on Sunny or wait for a response from the Services in an emergency.

14. Third-Party Services

The Services may interact with or depend on third-party:

• health plans;
• insurers;
• healthcare providers;
• benefit programs;
• scheduling systems;
• data providers;
• communications services;
• payment processors;
• cloud-service providers;
• AI providers; and
• other technologies and services.

Sunny does not control and is not responsible for the independent acts, omissions, services, availability, security, terms, or privacy practices of third parties.

Use of a third-party service may be subject to that third party’s terms and privacy practices.

15. Intellectual Property

15.1 Sunny Technology

Sunny and its licensors own all rights, title, and interest in and to:

• the Services;
• Sunny software;
• AI Technologies;
• models and model configurations;
• workflows;
• prompts;
• algorithms;
• interfaces;
• designs;
• documentation;
• data structures;
• trademarks; and
• related intellectual property.

15.2 Limited Right of Use

Subject to Customer’s compliance with these Terms, Sunny grants Customer a limited, nonexclusive, nontransferable, nonsublicensable, and revocable right during the applicable subscription or Free Access Period to permit Authorized Users to access and use the Services for Customer’s internal employee-benefit purposes.

No other rights are granted.

15.3 Feedback

Customer and Authorized Users may provide suggestions, ideas, or feedback regarding the Services.

Sunny may use that feedback without restriction or payment, provided Sunny does not publicly identify Customer or an Authorized User as the source without permission.

15.4 Names and Logos

Neither Party may publicly use the other Party’s name, trademarks, or logos without prior written permission.

Sunny may privately identify Customer as a customer to Sunny’s service providers, professional advisers, auditors, and prospective investors who are subject to appropriate confidentiality obligations.

16. Confidentiality

16.1 Confidential Information

“Confidential Information” means nonpublic information disclosed by one Party to the other that:

• is designated as confidential; or
• reasonably should be understood to be confidential based on its nature and the circumstances of disclosure.

Confidential Information includes nonpublic business, technical, security, financial, product, customer, and strategic information.

16.2 Obligations

The receiving Party will:

• use the disclosing Party’s Confidential Information only to perform or exercise rights under these Terms;
• protect it using at least reasonable care;
• disclose it only to personnel, contractors, service providers, and professional advisers who need access and are subject to appropriate confidentiality obligations; and
• remain responsible for its representatives’ compliance with this section.

16.3 Exclusions

Confidential Information does not include information that the receiving Party can demonstrate:

• is or becomes public without breach of these Terms;
• was lawfully known without a confidentiality obligation;
• was lawfully received from another source without a confidentiality obligation; or
• was independently developed without using the disclosing Party’s Confidential Information.

16.4 Required Disclosure

A receiving Party may disclose Confidential Information when required by law or valid legal process.

When legally permitted, the receiving Party will provide reasonable advance notice and assistance so the disclosing Party may seek confidential treatment or a protective order.

17. Service Availability and Changes

Sunny may update, improve, modify, replace, or discontinue features of the Services.

Sunny may discontinue the Sunny for Startups program or Customer’s free access by providing reasonable notice.

Sunny will not charge Customer for a service Customer has not affirmatively agreed to purchase.

Sunny does not guarantee that the Services or any particular feature will always be available, uninterrupted, or error-free.

18. Suspension and Termination

18.1 Termination by Customer

Customer may stop participating in the Sunny for Startups program at any time.

Customer may cancel a paid subscription as described in Section 6.7.

18.2 Termination by Sunny

Sunny may suspend or terminate Customer’s access if Customer:

• materially breaches these Terms;
• misrepresents its eligibility or employee count;
• uses the Services unlawfully or abusively;
• creates a material privacy, security, legal, or operational risk;
• fails to pay undisputed fees when due; or
• becomes insolvent or ceases operations.

When reasonably practicable, Sunny will notify Customer and provide an opportunity to cure a remediable breach.

18.3 Effect of Termination

Following expiration or termination:

• Customer’s and Authorized Users’ rights to access the Services will end;
• Customer remains responsible for properly incurred fees;
• Sunny may delete, return, retain, or de-identify information in accordance with Sunny’s retention practices, applicable law, and applicable written agreements; and
• provisions that by their nature should survive will remain effective.

Sections concerning payment, confidentiality, data rights, intellectual property, disclaimers, liability, dispute resolution, and other provisions intended to survive will survive termination.

19. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

SUNNY DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING IMPLIED WARRANTIES OF:

• MERCHANTABILITY;
• FITNESS FOR A PARTICULAR PURPOSE;
• TITLE;
• NON-INFRINGEMENT;
• ACCURACY; AND
• QUIET ENJOYMENT.

SUNNY DOES NOT WARRANT THAT:

• THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE;
• ALL ERRORS WILL BE CORRECTED;
• INFORMATION PROVIDED THROUGH THE SERVICES WILL ALWAYS BE COMPLETE, CURRENT, OR ACCURATE;
• AN AI-GENERATED OUTPUT WILL BE CORRECT;
• A PROVIDER WILL BE AVAILABLE OR IN NETWORK;
• AN APPOINTMENT WILL BE SUCCESSFULLY SCHEDULED OR COMPLETED; OR
• THE SERVICES WILL ACHIEVE A PARTICULAR HEALTH, FINANCIAL, BENEFITS, OR BUSINESS OUTCOME.

20. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR:

• INDIRECT;
• INCIDENTAL;
• SPECIAL;
• CONSEQUENTIAL;
• EXEMPLARY; OR
• PUNITIVE DAMAGES,

OR FOR LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR LOSS OR CORRUPTION OF DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES.

EXCEPT FOR CUSTOMER’S PAYMENT OBLIGATIONS, A PARTY’S FRAUD, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL-PROPERTY RIGHTS, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE GREATER OF:

• $5,000; or
• the subscription fees paid or payable by Customer to Sunny during the 12 months immediately preceding the event giving rise to the claim.

These limitations apply:

• regardless of the legal theory asserted;
• even if a remedy fails of its essential purpose; and
• even if a Party was advised that the damages were possible.

Nothing in these Terms limits liability to the extent it cannot lawfully be limited.

21. General Terms

21.1 Independent Contractors

The Parties are independent contractors.

These Terms do not create an employment relationship, partnership, joint venture, franchise, fiduciary relationship, or agency relationship between Sunny and Customer.

The limited administrative agency described in Section 3.7 exists only between Sunny and an Authorized User who asks Sunny to take a particular action.

21.2 Assignment

Customer may not assign these Terms without Sunny’s prior written consent.

Either Party may assign these Terms in connection with a merger, reorganization, change of control, or sale of substantially all of the relevant assets, provided the assignee agrees to assume the assigning Party’s obligations.

21.3 Notices

Sunny may send operational, legal, billing, and program notices to the administrator or billing email address associated with Customer’s account.

Customer may send legal notices to:

Sunny Health AI, Inc.
128 King St FL3 San Francisco, CA 94107
Email: [email protected]

Cancellation requests may be sent to [email protected]

Security notices may be sent to [email protected]

21.4 Governing Law

These Terms are governed by the laws of the State of California, without regard to its conflict-of-law principles.

The state and federal courts located in San Francisco County, California will have exclusive jurisdiction over disputes arising out of or relating to these Terms, and each Party consents to their jurisdiction and venue.

21.5 Force Majeure

Neither Party will be liable for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, labor disputes, internet or utility failures, governmental actions, war, civil unrest, epidemics, third-party service failures, or cyberattacks.

This section does not excuse Customer’s obligation to pay properly incurred fees.

21.6 Changes to These Terms

Sunny may update these Terms from time to time.

Sunny will provide reasonable advance notice of a material change by email, through the Services, or through another reasonable method.

A material change will not retroactively increase fees or materially reduce Customer’s rights for a paid billing period that has already begun.

Customer’s continued use of the Services after updated Terms take effect constitutes acceptance of the updated Terms.

21.7 Entire Agreement

These Terms, together with the following documents when applicable, form the entire agreement between Sunny and Customer concerning the Services:

• Sunny’s Privacy Policy;
• an executed Data Processing Addendum;
• an executed Business Associate Agreement;
• the paid checkout terms;
• a written order form; and
• any other agreement expressly incorporated by reference.

They supersede prior or contemporaneous communications concerning the same subject matter.

21.8 Order of Precedence

If the applicable documents conflict, they control in the following order:

• an executed Business Associate Agreement, solely regarding Protected Health Information;
• an executed Data Processing Addendum, solely regarding personal-data processing;
• a signed order form;
• paid checkout terms, regarding pricing and billing;
• these Terms; and
• the Privacy Policy.

21.9 Severability

If a provision is found invalid or unenforceable, it will be modified only to the minimum extent necessary to make it enforceable.

The remaining provisions will remain in effect.

21.10 Waiver

A waiver must be in writing and signed by the waiving Party.

A failure or delay in enforcing a right is not a waiver of that right.

21.11 No Third-Party Beneficiaries

Except for rights expressly granted to Authorized Users, these Terms do not create enforceable rights for any third party.

21.12 Headings

Headings are provided for convenience and do not affect interpretation.

22. Electronic Acceptance

By checking the acceptance box and completing online registration, the individual registering Customer:

• represents and warrants that they have authority to bind Customer;
• accepts these Terms on Customer’s behalf;
• requests that Sunny provide the six-month Free Access Period;
• acknowledges that the Services use AI Technologies, including LLMs and AI-enabled voice systems;
• authorizes Sunny to process Customer Data as described in these Terms; and
• acknowledges that access will pause after six months unless Customer affirmatively elects to begin a paid subscription.

Electronic acceptance has the same effect as a handwritten signature.

Sunny may retain records showing:

• the accepting individual’s identity;
• the Customer represented;
• the date and time of acceptance;
• the internet-protocol address and device information;
• the version of these Terms accepted;
• the language displayed during registration; and
• related registration and confirmation records.