Last Updated: April 3, 2024

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1. AGREEMENT TO TERMS

This Terms and Conditions Agreement ("Agreement") is a legal contract between you ("User") and Willow Life Sciences ("Neru Health", "Neru Health", "we", "us", or "our"). This agreement governs your use of our services, apps, and websites (the "Service" or “App”). The Service includes, but is not limited to, the uploading, processing, and analyzing of your health data, as well as providing access to health-related resources. 

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By using our Services, you consent to be bound by the provisions outlined in these Terms as well as our Privacy Policy. Should you not agree to be bound by these Terms, please refrain from using the Services.

 

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2. MEDICAL SERVICES DISCLAIMER

Neru Health advises you to consult with your healthcare provider before and while using the Service. By using the Service, you represent that you are in good enough health to begin using it, and you acknowledge that the Service may include changes to your diet or level of physical activity, among other things. If you have a health condition that may be impacted by the Service, you represent that you have obtained express approval from a healthcare professional to use the Service. Your active engagement and participation are required for the Service to be effective. Please note that individual users’ results may vary due to various factors, and Neru Health cannot guarantee that you will achieve your health goals, despite your efforts.

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Neru Health does not provide medical care through the Service, and we are not a licensed medical care provider. Our specialists do not act in a health care professional capacity, and they do not provide any medical or clinical services, nor do they diagnose, treat, or manage any illness, disease, or condition. Please note that Neru Health and our specialists do not have expertise in diagnosing, examining, or treating medical or psychological conditions of any kind, or in determining the effect of any specific exercise on a medical condition.  

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It's important to remember that the information provided by our specialists is not intended to replace professional medical advice or treatment from your healthcare provider. Any information or advice provided by our specialists is supplemental to the care provided by your healthcare provider and should not replace regular medical visits or consultations. You should not change any treatment, medication, therapy, or care plan based on information received through the Service. 

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You should always consult with your physician or other qualified healthcare practitioner regarding your medical condition or the use (or frequency) of any medication or medical device. Information provided by our specialists is for informational purposes only and should not be construed as a recommendation or endorsement of any drug, device, or treatment, nor should it be considered a representation that any particular drug, device, or treatment is safe, appropriate, or effective for you.

 

If you have any questions or concerns about your health or condition, or experience any changes in your condition or health status, you should always consult with your healthcare professional. Please note that the Service does not include emergency, time-sensitive or urgent, remote, or critical care services. If you believe you have a medical emergency, please call 911 or go to the nearest open emergency room immediately.

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By using the Service, you acknowledge and agree that Neru Health or Willow Life Sciences, Inc. is not responsible for any medical or psychological conditions, illnesses, or diseases you may have, nor do we assume any liability for any harm or injury resulting from your use of the Service. You further acknowledge and agree to indemnify and hold harmless Neru Health, its affiliates, and its officers, directors, employees, agents, and contractors from any claims, damages, or losses arising out of your use of the Service or any information or advice provided by our specialists.

 

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3. USE OF SERVICES

By using the Services, User agrees to the following:

a. User shall provide accurate and complete information when creating an account and using the Services.

b. User acknowledges and agrees that the App may collect, use, and process User's health data in order to provide the Services.

c. User acknowledges and agrees that the App may use User's health data to improve the Services and for research purposes.

d. User acknowledges and agrees that the App may use cookies and similar technologies to collect and store information about User's use of the Services.

e. User acknowledges and agrees that the App is not responsible for User's health data's accuracy, completeness, or reliability.

f. Should you decide to re-engage with the Service after opting out, you may be required to re-enroll or consent again, subject to the terms and conditions in effect at the time of re-enrollment.

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4. USE OF THE TEXT COACHING SERVICE

General. Neru Health offers Users access to both artificial intelligence (AI)-based coaching and human coaching services via text message (“Text Coaching Service”). Users consent to receive coaching and related communications through SMS as part of the Service. You may receive at least one text message daily from our Service, with the possibility of multiple messages based on your interactions. Standard message rates and data charges from your mobile carrier may apply to messages sent or received as part of the Service.

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Opt-Out Instructions. As part of our commitment to ensuring user satisfaction and compliance with regulations, we provide users with the option to opt-out of our Text Coaching Service at any time. If at any point you wish to discontinue receiving messages from the Text Coaching Service, you may opt-out by sending a text message with the word "STOP" to the number or contact you received the coaching messages from. Opting out of the Text Coaching Service will stop coaching messages sent via SMS only and does not apply to other forms of communication you may have subscribed to with us.

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AI Coach Interaction. The AI coach offers automated, algorithm-driven advice. While efforts are made to ensure its relevance and accuracy, responses are generated based on the information provided by users and recognized patterns. Users understand that interactions with the AI coach may lack the personal insight a human coach can offer. The Service is not a substitute for professional medical, legal, or psychological advice. Users should seek the advice of qualified professionals for such matters. We do not guarantee specific outcomes from using the Service. Advice received from AI and human coaches should be considered as part of a comprehensive decision-making process.

 

Human Coach Interaction. Human coaching sessions are subject to scheduling and availability. These sessions aim to provide tailored advice, drawing on the Coach's expertise and experience. More information regarding the terms pertaining to human coaches can be found in Section X of our Terms, which elaborates on the engagement, responsibilities, and protocols for interactions with human coaches within the Service. 

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Subscription Tier and Access. Your level of interaction with a human coach via text message within this service is contingent upon your subscription tier, as detailed in the “Subscription Fees and Payment” Clause of this document. The extent of engagement with the human coach is directly related to the specifics of your subscribed tier.

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Post-Trial Access. Upon the conclusion of the free trial period, access to the human coach will be terminated. Subsequently, you may continue to use the AI-driven services provided by the platform. We reserve the right to withdraw access to the human coach at any time, at our sole discretion.

 

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5. USE OF THE VIDEO COACHING SERVICE

Under the conditions of this Agreement, Neru Health facilitates connections between Users and its independent contractors and/or employees (“Coaches”), to offer sleep coaching and similar non-medical assistance (“Video Coaching Service”). It is important to recognize that Coaches are not certified healthcare providers and lack the qualifications to diagnose, treat, or manage any medical conditions, including mental health issues. 

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By agreeing to this Agreement, you:

1. Acknowledge that Coaches are not medical professionals and you commit not to seek any medical or health-related advice from them, and

2. Consent not to base any significant life, health, financial, or relationship decisions on advice or information received from Coaches, content through the Services, or other Members. Instead, any decisions in these areas should be informed by your own independent judgment. The content and materials provided through our Services, including insights from Coaches, are meant only for informational purposes and should not be taken as medical advice, diagnosis, or as an endorsement of any medical treatment, product, or service. Our Services do not replace professional medical advice or treatment. No information obtained via the Services should be considered as therapy or medical counsel, and no doctor-patient or therapist-patient relationship is established through the use of our Services. Our Services should not be seen as a replacement for medical professional advice, and any medical-related decisions should be discussed with a healthcare provider. Neru Health may, in its sole discretion, engage or replace any Coach with another without notice to the User. The User is solely responsible for interactions with Coaches and/or other Members when using the Services.

 

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6. RECORDINGS OF COACHING SESSIONS

Prior to each call, Neru Health will request your and your Coach's consent to record your conversation (the "Recording Notice"). Sessions will be recorded only with mutual consent from both you and the Coach. Either party may withdraw from the Recordings at any given time. Upon agreeing to the recording, Neru Health maintains the right to allow Coaches (as defined later) to oversee or capture both audio and/or visual components of your discussions with your Coach through electronic recording tools and applications (referred to individually as a "Recording" and together as the "Recordings"). The purpose of these Recordings is solely for Neru Health's use, notably for creating transcripts and/or summaries of your sessions for both you and your Coach ("Transcripts"). You have the option to opt-out of the Recording by informing your Coach at any point during the session, and the Recording will cease immediately upon such notification.

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Throughout the duration of this agreement, Neru Health is committed to using commercially viable methods to maintain and safeguard all Recordings, including creating backups in a manner and frequency designed to prevent loss effectively. After this Agreement concludes, Neru Health holds the right to eliminate any Recordings. You can request the removal of these Recordings by sending an email to: tech@neruhealth.com.

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By agreeing to this Agreement and the Recording Notice, you are giving your consent to these Recordings. You understand that the Coach may, at their sole discretion, proceed with Recordings without further announcements or revelations beyond the Recording Notice. This includes, but is not limited to, proceeding without an automatic tone-warning system and without taking on the obligation to create or keep such Recordings.

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You recognize and consent that Neru Health may use these Recordings as evidence in any potential dispute between you and Neru Health. You agree not to record any interactions with Neru Health's staff, representatives, executives, directors, partners, or agents without explicit written permission from Neru Health and consent from any involved Neru Health individual(s) partaking in the conversation.

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​7. FEES AND PAYMENT

Subscription Types. We provide a variety of subscription options for accessing our Services, including trial subscriptions, weekly, monthly, quarterly, and pre-paid multi-week subscriptions. By opting for any subscription, you consent to pre-pay the designated fee, as listed in our Pricing page unless otherwise communicated by us to you through written communication, in addition to any taxes and extra fees that may arise from your usage of the Services. 

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Trial. We may offer a trial during which you may use the Services without payment or at a reduced payment for the period of time specified on the Site at the time that you create your Account, unless otherwise communicated by us to you through written communication. Free or paid trial subscriptions are available to new users when they create an Account. Unless you cancel your subscription prior to the end of your trial we (or our third-party payment processor) will begin charging you the applicable weekly, monthly, quarterly, or multi-week subscription fee until you cancel your subscription. You will not receive a notice from us that your trial has ended or that your subscription has begun. We reserve the right to modify or terminate trials at any time, without notice, and in our sole discretion.

 

Advance Payment of Subscription Fees. Upon purchasing a subscription, you'll be charged the subscription fee, including any applicable taxes and extra charges, at the start of your subscription's paid period. This applies to all subscription types—weekly, monthly, quarterly, and multi-week—wherein you will face charges at the onset and subsequently at the beginning of each new billing cycle (week, month, quarterly, or multi-week, as fitting) based on the prevailing rate. Charges are made automatically on the calendar date corresponding to the start of your subscription. Should your monthly subscription commence on a date not present in a subsequent month, we reserve the right to charge you on an alternate suitable day within that month; for instance, a subscription beginning on January 31st would next be charged on February 28th. Additionally, by agreeing to these Terms and choosing a recurring subscription model, you recognize and accept that your subscription will automatically renew, incurring recurring fees until you decide to cancel or until Neru Health discontinues the subscription in accordance with these Terms. You are responsible for all such payments up until the point of cancellation. Except as specifically mentioned in these Terms, all fees once paid are non-refundable, and cannot be transferred to another account unless otherwise specified. Payments, including any taxes, must be made in United States dollars.

 

Cancellation of Subscription. You may cancel your subscription at any time. All fees paid are final and cannot be refunded or transferred. Upon cancellation, you will not be refunded for any part of the subscription fee for the ongoing subscription period. However, you can still access your subscription benefits until the end of the current subscription cycle, whether that's a week, a month, or a multi-week period, as applicable to your subscription. You may cancel by sending an email to us at tech@neruhealth.com.

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Individual Services. In addition to our subscription offerings, we provide an assortment of individual online services, such as single-session coaching or online courses, which you may choose to add to your existing subscription or purchase separately ("Individual Services"). Whether you're augmenting your subscription or engaging with our services on a separate basis, you are obligated to pay the specified fee for the chosen Individual Service at the time of the transaction. Payment for these services is due in full upfront and is subject to taxes and additional charges, akin to our subscription fees. Individual Services are provided on a single-occasion basis and do not recur within any subscription plan. Terms applicable to our subscription services, such as those concerning cancellation and refunds, do not apply to Individual Services unless explicitly stated. All payments for Individual Services are final, non-refundable, and must be made in United States dollars.

 

Changes to Pricing. Subscription prices may be adjusted at any moment without prior notification. We maintain the authority to rectify any unintentional price mistakes, alter or withdraw any time-sensitive promotions, and address any mistakes, inaccuracies, or missing information on the Site or in the App, even after your subscription fee has been processed. Should there be a change in the cost of your subscription, you have the right to terminate your subscription before the implementation of the new pricing.

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Payment Processing. You give us, or our designated payment processor Stripe, explicit permission to bill you for this transaction. We might request further details pertinent to your transaction, such as your credit card number, its expiry date, and your billing and notification email and postal addresses ("Payment Information"). You affirm and guarantee that you are authorized to employ any payment methods associated with the provided Payment Information. By starting a transaction, you allow us to share your Payment Information with third parties to facilitate the completion of your transaction and to process the payment through your chosen payment method for the transaction type you've selected, including any taxes and additional fees. Completing your transaction may require you to submit further details for identity verification, which also falls under Payment Information. 

 

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8. PRIVACY

We take the privacy and security of the User's health data seriously and will take all reasonable steps to protect the User's health data.

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User acknowledges and agrees that the App may use User's health data to provide the Services and improve the App's features and functionalities.

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User acknowledges and agrees that the App may use User's health data for research purposes and may share the data with third-party service providers who assist the App in providing the Services.

 

User acknowledges and agrees that the App may disclose User's health data if required by law or if the App believes in good faith that such disclosure is necessary to comply with legal processes or protect the App's rights, property, or personal safety.

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9. WARRANTY DISCLAIMERS

USER ACKNOWLEDGES AND AGREES THAT THE SERVICES ARE PROVIDED "AS IS" AND THAT THE APP MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICES OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED THEREIN. 

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USER ACKNOWLEDGES AND AGREES THAT THE APP SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES.

WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THEY WILL BE DELIVERED CONTINUOUSLY, SECURELY, OR WITHOUT ANY ERRORS. ADDITIONALLY, WE DO NOT MAKE ANY GUARANTEES CONCERNING THE QUALITY, ACCURACY, PROMPTNESS, AUTHENTICITY, COMPLETENESS, OR DEPENDABILITY OF ANY CONTENT.

10. ​LIMITATION OF LIABILITY

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NERU HEALTH AND ANY PARTIES INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE SERVICES OR CONTENT SHALL NOT BE LIABLE FOR INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, SAVINGS, BUSINESS OPPORTUNITIES, DATA, GOODWILL, OR FOR SERVICE INTERRUPTIONS, COMPUTER OR SYSTEM MALFUNCTIONS, OR THE COSTS OF ALTERNATIVE SERVICES RESULTING FROM OR RELATED TO THESE TERMS, OR FROM USING OR THE INABILITY TO USE THE SERVICES OR CONTENT. THIS APPLIES REGARDLESS OF THE LEGAL THEORY (WARRANTY, CONTRACT, TORT INCLUDING NEGLIGENCE, PRODUCT LIABILITY, ETC.), EVEN IF NERU HEALTH OR ANY OTHER PARTY WAS ADVISED OF POSSIBLE DAMAGES, OR IF A REMEDY FAILS ITS ESSENTIAL PURPOSE. SOME AREAS MAY NOT ALLOW LIMITATIONS ON LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THESE LIMITATIONS MAY NOT APPLY TO YOU. 

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IN ANY CASE, NERU HEALTH'S TOTAL LIABILITY FOR CLAIMS RELATED TO THESE TERMS OR THE SERVICES OR CONTENT WILL NOT EXCEED WHAT YOU PAID NERU HEALTH IN THE YEAR BEFORE THE CLAIM, OR $100 IF NO PAYMENTS WERE MADE. THESE DAMAGE LIMITATIONS ARE A CRUCIAL FOUNDATION OF THE AGREEMENT BETWEEN YOU AND NERU HEALTH.

 

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10. INTELLECTUAL PROPERTY

Unless stated otherwise, the Site is owned by us and includes all source code, databases, functionality, software, designs, audio, video, text, photos, and graphics on the Site (collectively known as "Content") and the trademarks, service marks, and logos contained therein ("Marks"), either owned, controlled by us, or licensed to us. These are protected under copyright and trademark laws, various other intellectual property rights, and laws against unfair competition both in the United States and internationally. The Content and Marks are available on the Site "AS IS" solely for your informational and personal, non-commercial use. You are not permitted to copy, reproduce, gather, republish, upload, display, encode, translate, transmit, distribute, sell, license, or commercially exploit any part of the Site, Content, or Marks without our express, prior written consent. If you qualify to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any part of the Content you have rightfully accessed, solely for your personal, non-commercial purposes. We maintain all rights not expressly granted to you in regard to the Site, the Content, and the Marks.

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User acknowledges and agrees that User shall not copy, modify, or distribute any content from the Services without our express written consent.

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11. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the United States of America and the State of Massachusetts without giving effect to any principles of conflicts of law. User agrees that any action at law or in equity arising out of or relating to this Agreement shall be filed only in the state or federal courts located in the United States of America and the State of Massachusetts.

 

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12. DISPUTE RESOLUTION

Informal Negotiations. To quickly resolve and minimize the costs associated with any dispute, controversy, or claim arising from these Terms of Use (referred to individually as a "Dispute" and collectively as the "Disputes"), both you and we (referred to individually as a "Party" and together as the "Parties") agree to initially engage in informal negotiations for at least thirty (30) days before starting arbitration. These negotiations start with written notification from one Party to the other.

Binding Arbitration. Should the Parties fail to settle a Dispute via informal negotiations, the Dispute will be conclusively settled by binding arbitration, excluding any form of class, representative, or combined action or legal proceeding. Nevertheless, should any Dispute find its way to court instead of being arbitrated, both you and we waive the right to a trial by jury.

1. As specific exceptions to the above: (i) you are permitted to bring a Dispute to small claims court if it's eligible; and (ii) you or Neru Health may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).

2. To initiate arbitration for a Dispute, you are required to send us a written request for arbitration, detailing the Dispute, to 127 Western Avenue, Allston, MA 02134. Similarly, if we seek to arbitrate a Dispute, we will send a written arbitration request to you at either the email or postal address you have provided.

3. Arbitration will be initiated and carried out in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, when suitable, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both accessible on the AAA website: www.adr.org. The costs associated with your arbitration and your portion of the arbitrator's fees will be determined by the AAA Consumer Rules and, where relevant, constrained by the same rules. Arbitration proceedings can be held in person, via document submission, by telephone, or online. The arbitrator is required to issue a written decision, although a detailed explanation is not necessary unless requested by either party. The arbitrator is obligated to adhere to the applicable laws, and the arbitration award can be contested if they do not. Unless mandated differently by specific AAA regulations or applicable law, arbitration will be conducted in the State of Massachusetts, United States of America. Other than as specified, the parties have the right to seek legal action to enforce arbitration, halt proceedings during arbitration, or to confirm, alter, dismiss, or enforce the arbitrator's decision.

4. No dispute related to the Site initiated by either party should be brought more than one (1) year after the triggering event. Should this clause be deemed unlawful or not enforceable, neither party shall choose arbitration for any dispute impacted by such determination; instead, those disputes will be resolved in a court within the previously mentioned jurisdiction, with the parties agreeing to the selected court's authority.

5. The Parties consent that arbitration will be confined solely to the Dispute between them as individual entities. As allowed by law, (a) arbitration will not be consolidated with any other case; (b) no Dispute may be arbitrated as a class action or employ class action methods; and (c) there is no permission for any Dispute to be filed on behalf of the public or other individuals in an alleged representative capacity.

6. You will retain the right to opt out of arbitration entirely and litigate any Dispute if you provide us with written notice of your desire to do so by email at tech@neruhealth.com or by regular mail at 127 Western Avenue, Allston, MA 02134 within thirty (30) days following the date you first agree to these Terms.

 

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13. CHANGES TO AGREEMENT

We reserve the right to modify this Agreement at any time and without prior notice to you. Any changes to this Agreement will be effective immediately upon posting on our website, within the App, or our Services. Your continued use of the Services after any such changes constitutes your acceptance of the revised Agreement.

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14. TERMINATION

We reserve the right to discontinue your access to the Services at our sole discretion, without any prior notice. All fees paid are final and non-refundable. In the case of weekly, monthly, quarterly, or multi-week subscription plans, should we end your subscription, you'll retain access to the Services until the end of your current billing cycle. After that, access to subscription-based Services will cease. 

Should Neru Health undergo a change in ownership due to a merger, acquisition, asset sale, or if we cease operations or enter bankruptcy, we may stop providing the Services and are not obligated to offer refunds for any subscriptions offering unlimited access.

User may terminate this Agreement and Services provided by Neru Health at any time by emailing tech@neruhealth.com and ceasing to use the Services.

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15. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between you and Neru Health regarding your use of the App and supersedes all prior agreements and understandings, whether written or oral, between you and Neru Health.

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16. CONTACT US

If you have any questions or concerns about this Agreement or the App, please contact us at 

Willow Life Sciences, Inc.

127 Western Avenue

Allston, MA 02134

(650) 353-7411

tech@neruhealth.com

 

By creating an account and/or using the App and the Service, you acknowledge that you have read and understood this Agreement and agree to be bound by its Terms and Conditions.