Terms of Use

These Terms of Use (“Terms of Use”) govern your use of Cardio Diagnostics Inc.’s the website located at http://www.cdio.ai/, its subdomains and components, as well as content, features, and materials appearing on such website (together with any successor site, the “Site”).

Cardio Diagnostics, Inc. is referred to throughout these Terms of Use as Cardio Diagnostics Inc., “us”, “ours”, or “we”. For purposes of these Terms of Use, “you” and “your” means you as the user of the Site and/or Service.

By using the Service or the Site, you accept all of the provisions of these Terms of Use and represent to us that you are at least 18 years of age and legally competent to enter into and agree to these Terms of Use. The Site and the Service are not designed or intended to appeal to minors and we do not knowingly collect information from children under the age of 13. If a parent or guardian becomes aware that his or her child has provided us with information without their consent, he or she should contact us at [email protected] so we can promptly delete that information. If you do not agree to these Terms of Use, you may not use the Site or the Service.

These Terms of Use describe your responsibilities, our liability, and the liability of third parties related to the Service. All users of our Site and/or the Service must accept and comply with the terms and conditions set forth in these Terms of Use. If you have any questions regarding these Terms of Use, please contact us via email at [email protected].

THESE TERMS OF USE INCLUDE (1) AN ARBITRATION PROVISION; (2) A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST US; AND (3) A RELEASE BY YOU OF ALL CLAIMS FOR DAMAGE AGAINST US THAT MAY ARISE OUT OF YOUR USE OF THE SITE AND/OR THE SERVICE. BY USING ANY OF THE SITE AND/OR THE SERVICE, YOU AGREE TO THESE PROVISIONS.

1. CHANGES TO THESE TERMS

We reserve the right to modify the Terms of Use at any time in our sole discretion by including such alteration and/or modification in these Terms of Use, along with a notice of the effective date of such modified Terms of Use. Any continued use by you of the Site after the posting of such modified Terms of Use shall be deemed to indicate your agreement to such modified Terms of Use. Accordingly, if at any time you do not agree to be subject to any modified Terms of Use, you may no longer use the Site.

2. TERMS APPLICABLE TO THE SITE

a. Use of the Service. You are responsible for providing the device, service plan, software, Internet connections and/or other equipment or services that you need to download, install and/or use Site. WE DO NOT GUARANTEE THAT THE SERVICE OR THE SITE CAN BE ACCESSED AND USED ON ANY PARTICULAR DEVICE. WE DO NOT GUARANTEE THAT THE SERVICE OF THE SITE WILL BE AVAILABLE IN ANY PARTICULAR GEOGRAPHIC LOCATION. YOU ARE SOLELY RESPONSIBLE FOR ANY FEE, COST, OR EXPENSE THAT YOU INCUR TO DOWNLOAD, INSTALL AND/OR USE THE SITE OR THE SERVICE ON YOUR DEVICE.

If you have consented to receive communications from Cardio, you agree to receive marketing messages, related information, and other electronic communications from us via text message, phone call, email and any other means of communication available based on the information you provided. Use of an automatic telephone dialing system may be used to deliver text messages. Consent is not required to purchase goods or services. Standard data and message rates may apply.

b. Use Restrictions. In using this Site, you will not:

(a) Send or otherwise transmit to or through this Site or to us through email any unlawful, infringing, harmful, harassing, defamatory, threatening, hateful or otherwise objectionable material of any kind, any material that can cause harm or delay to Site or computers of any kind, and any unsolicited advertising, solicitation or promotional materials;

(b) Misrepresent your identity or affiliation in any way;

(c) Use the Site to disclose or obtain another’s personal information, or collect information about users of any Website;

(d) Gain unauthorized access this Site, or assist others to gain unauthorized access, or to disclose users’ names or personally identifiable information, or to gain or provide unauthorized access to other computers or websites connected or linked to Site;

(e) Launch or use any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” that access Site in a manner that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional web browser;

(f) Send or otherwise transmit to or through Site or to us through email chain letters, unsolicited messages, so-called “spamming” or “phishing” messages, messages marketing or advertising goods and services;

(g) Transmit or otherwise make available any virus, worm, spyware, or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment; or

(h) Violate any applicable laws or regulations or these Terms; or

(i) Assist or permit any persons in engaging in any of the activities described above

c. User Submissions; License Grant. As a condition of your use of the Site, you agree to grant to us a nonexclusive, perpetual, irrevocable, royalty-free, worldwide, transferable, sublicensable license to access, use, reproduce, transmit, display, publish, distribute, modify and adapt and create derivative work from any content that you upload, submit or transmit to be made available through the Site or Service (“User Submissions”) that allows us to use and exploit the User Submissions for any purpose. By submitting User Submissions through the Site or Service, you represent and warrant (i) that you own or otherwise control all of the rights to User Submissions, including without limitation, all copyrights; and (ii) that use of User Submissions does not violate these Terms of Use and will not cause injury to any person or entity. We take no responsibility and assume no liability for any content or materials submitted or posted through the Site or Service by you or any third party.

You agree that we, and the third-party service providers that we use to assist in providing the Service to you, will have the right to access Your Account and to use, modify, reproduce, distribute, display and disclose Your Data, including personal data of your users, to the extent necessary to provide, secure, or improve the Service. Any third-party service providers we use will only be given access to Your Account as is minimally necessary to provide the Service and will be subject to (i) confidentiality obligations which are commercially reasonable; and (ii) their agreement to comply with the data transfer restrictions applicable to personal data and protected health information.

WE RESERVE THE RIGHT TO REMOVE ANY CONTENT, MATERIAL, OR SUBMISSION FOR ANY REASON, INCLUDING IF WE DETERMINE IN OUR SOLE DISCRETION VIOLATES ANY LAW OR RIGHT OF ANY PERSON, INFRINGES THE RIGHTS OF ANY PERSON, OR IS OTHERWISE INAPPROPRIATE FOR POSTING ON THE SITE OR SERVICE.

Third Party Services and Materials. The Site may display, include, or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third-party web sites. By using the Service and/or the Site, you acknowledge and agree that we are not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or web sites. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any Third Party Materials or websites, or for any other materials, products, or services of third parties. Third Party Materials and links to other websites are provided solely as a convenience to you.

d. No Medical Advice. The content available through the Site is for informational and educational purposes only, and is not a substitute for the professional judgment of a qualified healthcare professional in diagnosing and treating patients. We do not, through the Site or any other available products or services, provide medical advice, nor do we provide medical prescriptions, treatments, or diagnostic services. Additionally, your use of the Site or Services and any other information that we provide in connection with your use of the Site or Services or any of our other products or services does not establish a physician-patient relationship.

3. COLLECTION AND USE OF DATA

As you use the Site, we will gather and use information about you for a variety of lawful purposes, including to provide, support and improve Site, to integrate it with third-party service providers, and to create anonymized data that may be used for lawful business purposes. Our collection and use of data through the Site is governed by, and described in more detail in https://cdio.ai/privacy-policy/. By using the Site, you agree that data about you may be used in accordance with this Privacy Notice.

a. SMS Consent Communication: The information (Phone Numbers) obtained as part of the SMS consent process will not be shared with third parties for marketing purposes.

Types of SMS Communications: If you have consented to receive text messages from Cardio Diagnostics Inc., you may receive messages related to the following:

Appointment reminders

Follow-up messages

Billing inquiries

Promotions or offers (if applicable)

Message Frequency: Message frequency may vary depending on the type of communication. For example, you may receive up to [X] SMS messages per week related to your [appointments/billing, etc.].

Example: “Message frequency may vary. You may receive up to 2 SMS messages per week regarding your appointments or account status.”

Potential Fees for SMS Messaging: Please note that standard message and data rates may apply, depending on your carrier’s pricing plan. These fees may vary if the message is sent domestically or internationally.

Opt-In Method: You may opt-in to receive SMS messages from Cardio in the following ways:

Verbally, during a conversation

By submitting an online form

By filling out a paper form

Opt-Out Method: You can opt-out of receiving SMS messages at any time. To do so, simply reply “STOP” to any SMS message you receive. Alternatively, you can contact us directly to request removal from our messaging list.

Additional Options: If you do not wish to receive SMS messages, you can choose not to check the SMS consent box on our forms.

4. DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY

a. YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF THE SITE. YOU AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE (INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY MATERIALS, THIRD PARTY SOFTWARE OR SERVICES) ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND WE DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SITE (INCLUDING THE USE, PERFORMANCE AND SUPPORT OF THE SITE), EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTERFERENCE WITH ENJOYMENT, COMPLETENESS, INTEGRATION, FREEDOM FROM DEFECTS OR DISABLING DEVICES, UNINTERRUPTED USE AND ALL WARRANTIES IMPLIED FROM ANY COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT (I) THE SITE WILL MEET YOUR REQUIREMENTS, (II) OPERATION OF THE SITE WILL BE UNINTERRUPTED OR VIRUS- OR ERROR-FREE, (III) THAT THE SITE WILL OPERATE OR BE COMPATIBLE WITH ANY OTHER APPLICATION OR ANY PARTICULAR SYSTEM OR DEVICE, OR (IV) DEFECTS IN THE SITE WILL BE CORRECTED. ANY ORAL OR WRITTEN ADVICE PROVIDED BY US OR OUR AUTHORIZED AGENTS WILL NOT BE DEEMED TO CREATE ANY WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

b. TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL WE BE LIABLE (I) FOR DAMAGES OF ANY KIND, INCLUDING INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICE), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OF USE OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SITE OR THESE TERMS OF USE AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (II) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU. OUR TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

c. By entering into these Terms of Use and using the Site, you agree that you shall defend, indemnify and hold us, our licensors and their respective parent organizations, subsidiaries, affiliates, officers, directors, members, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (a) your violation or breach of any term of these Terms of Use or any applicable law or regulation; (b) your violation of any rights of any third party; (c) any unauthorized use of the Site; (d) your negligence or willful misconduct; or (e) heath care decision-making, patient care, or treatment outcomes.

5. OWNERSHIP

a. The Site and its content, including their “look and feel” (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under intellectual property, copyright, trademark and other laws. You acknowledge and agree that we and/or our licensors own all right, title and interest in and to the Site (including without limitation any and all patent, copyright, trade secret, trademark, show-how, know-how and any and all other intellectual property rights in or related to the Site) and you agree not to take any action(s) inconsistent with such ownership interests. You do not acquire any rights or licenses under any of our (or our licensors’) patents, patent applications, copyrights, trade secrets, trademarks or other intellectual property rights on account of these Terms of Use.

b. Any and all (i) suggestions for correction, change and modification to the Site and other feedback (including but not limited to quotations of written or oral feedback), information and reports provided to us by you (collectively “Feedback”), and all (ii) improvements, updates, modifications or enhancements, whether made, created or developed by us or otherwise relating to the Site and/or Service (collectively, “Revisions”), are and will remain our property. You acknowledge and expressly agree that any contribution of Feedback or Revisions does not and will not give or grant you any right, title or interest in the Service and the Site or in any such Feedback or Revisions. You agree to assign to us any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback and Revisions.

6. ARBITRATION AND CLASS ACTION WAIVER

This Section includes an arbitration agreement and an agreement that all claims will be brought only in an individual capacity (and not as a Class Action or other representative proceeding). Please read it carefully. You may opt out of the arbitration agreement by following the opt out procedure described below.

a. Informal Process First. You agree that in the event of any dispute between you and us, you will first contact us and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation any court action.

b. Arbitration Agreement. Under these Terms, you agree that any dispute, claim, or controversy arising out of or relating to these Terms your use of our services and/or products, including the Service and the Site, or relating in any way to the communications between you and us or any other user of Use will be finally resolved by confidential binding arbitration administered by Judicial Arbitration and Mediation Services (“JAMS”) in the state of Illinois, or another forum mutually agreed upon by you and us. The arbitration will be conducted according to the JAMS Expedited Procedures for arbitration by a single arbitrator nominated jointly by you and us. If JAMS is not hearing consumer commercial disputes at the time, we may select another arbitral body at its sole discretion. The arbitrator's award will be binding and may be entered as a judgment in a court of competent jurisdiction. This clause shall not preclude us from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction, or to seek injunctive relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of our copyrights, trademarks, trade secrets, or patents. This arbitration agreement does not (a) govern any Claim by us for infringement of our intellectual property or access to the Site or Service that is unauthorized or exceeds authorization granted in these Terms of Use or (b) bar you from making use of applicable small claims court procedures in appropriate cases.

You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and we are each waiving the right to a trial by jury or to participate in a Class Action. This arbitration provision will survive any termination of these Terms of Use.

Class Action WaiverAny Claim must be brought in the respective party’s individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). The parties waive any ability to maintain any Class Action in any forum. If the Claim is subject to arbitration, the arbitrator will not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The parties understand that any right to litigate in court, to have a judge or jury decide their case, or to be a party to a class or representative action, is waived, and that any claims must be decided individually, through arbitration.

If this Class Action waiver is found to be unenforceable, then the entirety of the Arbitration Agreement, if otherwise effective, will be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If for any reason a claim proceeds in court rather than in arbitration, you and us each waive any right to a jury trial.

7. GENERAL PROVISIONS

a. We reserve the right to monitor use of the Site and/or the Service, and to investigate and take appropriate legal action against any party that uses the Site or Service in violation of these Terms of Use or applicable law. We reserve the right to accept, reject or modify any content posted to the Site, but assume no liability based on its acceptance, rejection, modification or failure to modify any such content.

b. Injunctive Relief. You agree that a breach of these Terms of Use will cause irreparable injury to us for which monetary damages would not be an adequate remedy and we will be entitled to equitable relief in addition to any other remedies available to us under these Terms of Use, or at law without a bond, other security or proof of damages.

c. Miscellaneous. These Terms of Use constitute the entire agreement between you and us regarding your use of the Site. If any term or provision of these Terms of Use is found to be invalid, illegal or otherwise unenforceable, such a finding will not affect the other terms or provisions of these Terms of use, or the Terms of Use as a whole, but such a term or provision will be deemed modified to the extent necessary to render such a term or provision enforceable, and the rights and obligations of you and us will be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements set forth in these Terms of Use. Your obligations pursuant to these Terms of Use will survive termination of your use of the Site. The JAMS Rules and the laws of the State of Illinois, excluding its conflicts of law rules, govern these Terms of Use and your use of the Service and Site. Your use of the Service may also be subject to other local, state, national, or international laws.

Under California Civil Code Section 1789.3, California users of the Service receive the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

d. Contact Us. You may contact us regarding the Service or these Terms of Use by mail at Cardio Diagnostics, Inc., by email at [email protected], or by phone at +1 (855) 226-9991. These Terms of Use sets forth the entire understanding of the parties with respect to their subject matter.