1. Overview of the Service

Velma provides non-medical emotional support and routine assistance through scheduled phone calls, text messages, and email updates. Our services are designed to assist individuals with early-stage dementia and related conditions in maintaining daily routines, managing anxiety, and staying connected.

Services may include:

• Mealtime, medication, and hygiene reminders

• Gentle responses to repetitive questions

• Mood check-ins and engagement activities

• Daily summaries sent to designated family members

Velma may use both trained human caregivers and artificial intelligence (AI) to deliver services. AI-based interactions are continually improving but may include errors or misunderstandings.

2. No Medical or Emergency Services

Velma does not provide medical advice, diagnoses, or emergency services. Always consult licensed professionals and call 911 in emergencies.

3. Access to the Platform and Restrictions

3.1 Limited Right to Access

Subject to your compliance with these Terms, Velma grants you a limited, non-exclusive, non-transferable, and non-sublicensable right to access and use the Velma platform and services for personal, non-commercial caregiving and support purposes.

Velma may update or modify its platform and services at any time, with or without notice. We will make commercially reasonable efforts not to materially degrade the overall functionality of the core services.

3.2 Restrictions on Use

You agree that you will not (and will not permit anyone else to):

• Use the Velma platform for any illegal, harmful, or unauthorized purpose;

• Share your login credentials or allow unauthorized access to your account;

• Modify, copy, distribute, adapt, translate, or create derivative works;

• Reverse engineer or extract source code;

• Interfere with or disrupt the platform;

• Use automated tools to scrape or access the service;

• Use Velma to build a competing product;

• Remove proprietary notices;

• Use Velma for mission-critical or life-dependent functions.

Velma reserves the right to suspend or terminate access for violations.

3.3 Account Access and Security

Each user must use their own credentials. You agree to:

• Maintain account confidentiality;

• Notify Velma of any suspected breach;

• Refrain from sharing credentials.

Velma may disable accounts with unauthorized access.

4. Term and Termination

4.1 Term

These Terms apply upon sign-up and continue until canceled.

4.2 Termination by Customer

You may cancel your subscription at any time by contacting us at support@heyvelma.com. Cancellation will be effective at the end of your current billing cycle, unless otherwise specified during the subscription process. By subscribing, you agree to the billing and renewal terms presented at the time of purchase. Any specific cancellation or renewal terms disclosed to you during sign-up will govern in the event of a conflict with this policy.

4.3 Termination by Velma

Velma may suspend or terminate service for:

• Breach of Terms;

• Safety concerns;

• Legal compliance;

• Nonpayment.

4.4. Effect of Termination

Upon termination:

• Services stop;

• Access rights end;

• Data will be anonymized or deleted within 30 days of account termination, except where longer retention is required by law;

• Certain clauses survive termination.

4.5. Outstanding Fees

Termination does not waive unpaid fees accrued.

5. Data Collection and Use

See Privacy Policy.

6. Disclaimer of Warranties

Velma is provided "as is" and "as available." We make no warranties, express or implied, about the accuracy, timeliness, reliability, or suitability of the service for any particular purpose.

Velma's services are intended to gently support individuals in the early stages of dementia by guiding them through daily routines using thoughtful conversation—such as calling at mealtimes to remind them to eat, checking in about medication, encouraging hygiene, helping manage mood or anxiety, and offering engagement throughout the day. Support may be provided through live interactions with certified caregivers and/or automated conversations generated by AI systems, and updates may be sent to family members via email.

While we take reasonable measures to train and supervise both human and AI systems, Velma does not guarantee that any response or recommendation—whether by human caregiver or AI—will be error-free, medically accurate, or appropriate in all circumstances.

By using the service, each user acknowledges and agrees that, to the maximum extent permitted by applicable law, Velma shall not be held liable for any harm, injury, loss, or legal claim arising from or related to any interaction, communication, or suggestion provided by its human personnel or automated systems—even if such communication turns out to be inaccurate, inappropriate, harmful, late, tardy, or delayed. This includes—but is not limited to—claims related to reminders about meals or medication, responses to repetitive questions, or any failure to prevent physical, emotional, or medical harm.

7. Limitation of Liability

To the fullest extent permitted by law, Velma, its contractors, caregivers, and partners shall not be liable for:

• Any direct, indirect, incidental, consequential, special, or punitive damages

• Harm arising from reliance on any communication, reminder, suggestion, or interaction from Velma, whether human- or AI-generated

• Errors, miscommunications, or omissions in service delivery, including delays, missed reminders, or inaccurate information

In any case, Velma's total cumulative liability for all claims arising out of or related to the service shall not exceed the total amount of fees actually paid by the customer to Velma in the twelve (12) months immediately preceding the event giving rise to the claim.

This limitation applies regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, even if the user or Velma was advised of, or should have known of, the possibility of such damages.

8. Family Acknowledgment and Consent

As part of the onboarding process, the enrolling family member, caregiver, guardian, or authorized representative must acknowledge and agree to the following:

• They are legally authorized to enroll the individual receiving services in Velma's support program;

• They understand that Velma does not provide medical advice, diagnoses, treatment, or emergency services and is not a substitute for professional medical care;

• They consent to communication through phone calls, text messages, emails, and other electronic means as part of Velma's services;

• They understand and acknowledge that Velma may use artificial intelligence (AI), automated systems, and trained human caregivers in delivering services;

• They understand that AI-generated communications may occasionally contain inaccuracies, omissions, or misunderstandings;

• They agree to receive and review summaries, updates, notifications, and communications sent to designated family members or caregivers;

• They have read, understood, and agree to Velma's Terms of Service and Privacy Policy.

By checking the applicable consent box, signing an enrollment form, or otherwise enrolling an individual in the service, the enrolling party represents and warrants that they are authorized to provide such consent and agrees to these Terms on behalf of themselves and, where legally permitted, on behalf of the individual receiving services.

9. Anonymized Data, Service Improvement, and Research

To improve the quality, safety, effectiveness, and accessibility of its services, Velma may collect and analyze information generated through use of the platform, including but not limited to audio recordings, call transcripts, call metadata, engagement data, interaction history, caregiver notes, communication patterns, and service usage information.

Velma may use such information in de-identified, aggregated, or anonymized form for the following purposes:

(a) improving and training Velma's services, artificial intelligence systems, caregiver training programs, and operational processes;

(b) developing new products, features, assessments, analytics, and support tools;

(c) conducting internal research and validation studies related to cognitive health, dementia care, caregiving, communication, engagement, and related fields;

(d) creating educational materials, case studies, reports, publications, presentations, and resources designed to help families, caregivers, clinicians, researchers, and the broader public better understand dementia and cognitive support services; and

(e) generating aggregated statistics, benchmarks, and insights regarding service utilization and outcomes.

Velma will not publicly disclose personally identifiable information in connection with these activities without separate consent. Any information used for research, educational, training, publication, marketing, or product-development purposes will be stripped of names, contact information, and other reasonably identifiable personal information before use.

By using the service, users and enrolling family members consent to Velma's use of de-identified and anonymized information for the purposes described in this Section.

10. Intellectual Property Rights

10.1 Velma Technology

This Agreement does not grant users any ownership interest in the Velma technology, platform, services, improvements, modifications, derivatives, or any related intellectual property ("Velma Technology"). The Velma Technology is and shall remain proprietary to Velma, and Velma and/or its licensors retain all right, title, and interest, including all associated intellectual property rights, whether existing now or developed in the future. Users acknowledge that Velma's trademarks, trade names, logos, service marks, and branding belong solely to Velma and/or its licensors, and no rights are granted therein.

Except as expressly authorized by Velma in writing, no license or right of any kind is granted to users regarding the Velma Technology, including access to any source code, algorithms, data, or technical materials. All rights not expressly granted are reserved to Velma.

10.2 Customer Content and License

Customer-submitted content, including names, preferences, contact data, and caregiver-provided notes ("Customer Content") remains the exclusive property of the customer. By using the service, the customer grants Velma a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, sublicensable license to:

• (a) process, store, and use Customer Content as necessary to operate and improve the Velma platform and services;

• (b) use customer-submitted branding or designations as needed to deliver the service;

• (c) permanently use aggregated, anonymized, and de-identified Customer Content, audio recordings, transcripts, interaction data, caregiver notes, call metadata, and related service-generated information to:

  (i) improve and train Velma's AI systems and services;

  (ii) conduct research and validation studies;

  (iii) develop analytics, benchmarking, and product features;

  (iv) create educational content, case studies, publications, presentations, and training materials; and

  (v) publish aggregated findings and anonymized usage statistics,

  provided that Velma does not publicly disclose personally identifiable information without additional consent.

10.3 Feedback

Any feedback, suggestions, or ideas provided to Velma may be used without restriction. You grant Velma a perpetual, irrevocable, royalty-free, fully paid right to use and exploit such feedback in any manner, including to improve its products and services, provided that you are not publicly identified in connection with such use.

10.4 Publicity Rights

Velma may include your name or company name in its general list of customers or users, including on its website, marketing materials, and investor communications. Use of your logo or branding will follow your standard guidelines and may not be used in other contexts without your prior written consent (email acceptable).

11. Force Majeure

Velma shall not be liable for any failure or delay in performance due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, epidemics, pandemics, wars, terrorism, labor actions, power outages, service disruptions, supply shortages, internet failures, or cybersecurity incidents. If such event continues for more than 30 consecutive days, either party may terminate this agreement upon written notice. In the event of a force majeure event, Velma will make reasonable efforts to resume services as soon as practicable and will notify users of material disruptions.

12. Dispute Resolution and Arbitration

12.1 Governing Law

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

12.2 Mandatory Arbitration

Any dispute, claim, or controversy arising out of or relating to the service or these Terms (including any question regarding enforceability or validity) shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in English, and each party shall bear its own attorneys' fees unless otherwise required by applicable law. Arbitration shall be conducted in Alameda County, California, before a single arbitrator, and judgment upon the award rendered may be entered in any court having jurisdiction.

12.3 Class Action Waiver

All claims will be brought solely on an individual basis, and not as a class, consolidated, or representative action. Users waive the right to participate in any class or collective action.

12.4 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or equitable relief in a court of competent jurisdiction for claims relating to intellectual property rights or unauthorized use of confidential information.