SHIFT HEALTH END USER LICENSE AGREEMENT (EULA)
Last Updated: August 19, 2025
1. IMPORTANT NOTICES
Emergency Disclaimer. IF THIS IS A MEDICAL EMERGENCY OR CRISIS, CALL 911 OR YOUR LOCAL EMERGENCY NUMBER IMMEDIATELY. SHIFT HEALTH DOES NOT PROVIDE EMERGENCY OR CRISIS SERVICES.
No Medical Advice. The Services are not a substitute for professional medical advice, diagnosis, or treatment. Using the Services does not create a provider–patient or therapist–client relationship with Shift Health. Always seek the advice of a qualified healthcare professional for questions about a medical or mental health condition.
Binding Agreement & Age. By clicking “Accept” (or similar), or by downloading, installing, accessing, or using the Services, you agree to this End User License Agreement (“EULA”). If you do not agree, do not use the Services. You must be at least 18 years old to use the Services.
Arbitration & Class Action Waiver. This EULA requires binding individual arbitration to resolve disputes (Section 15). You waive jury trials and class actions.
2. DEFINITIONS
- “Shift Health,” “we,” “us,” “our” means Shift Health AI, Inc., a Delaware corporation.
- “App” means the Shift Health mobile application(s).
- “Site” means the Shift Health websites that link to this EULA.
- “Services” means the App, Site, and related features, content, and software offered by Shift Health.
- “User Content” means content, data, inputs, reflections, or other information you provide through the Services.
3. SCOPE; RELATIONSHIP TO OTHER TERMS
Some Services may be offered through or in connection with an employer, a health plan, or another enterprise customer. If you are using the Services under an enterprise agreement, that agreement may govern in case of conflict with this EULA (except Apple/Google store terms and consumer protections herein). The Services may also reference a Privacy Policy, which forms part of this EULA.
4. LICENSE; RESTRICTIONS; UPDATES
License. Subject to this EULA, Shift Health grants you a personal, limited, revocable, non-exclusive, non-transferable, non-sublicensable license to download, install, and use the App and to access and use the Site solely for your personal, non-commercial purposes.
Restrictions. You may not: (a) copy, modify, translate, adapt, create derivative works of, publicly display or perform, or distribute the Services; (b) reverse engineer, decompile, or disassemble the Services (except to the extent such restriction is prohibited by applicable law); (c) use the Services to build a competing product or service; (d) use bots, scrapers, or automated means to access or extract data from the Services; (e) remove or obscure proprietary notices; (f) use the Services in any unlawful manner, or to harass, harm, or violate the rights of others; or (g) bypass or interfere with security or access controls.
Updates. We may provide or push updates, patches, or new releases. Some updates may be required for continued use. You agree to receive and install updates automatically.
5. ACCOUNTS & SECURITY
You may need an account to use certain features. You agree to provide accurate information and to maintain the confidentiality of your credentials. You are responsible for all activities that occur under your account. Notify us immediately of any unauthorized access or suspected breach. We may apply security measures (e.g., multi-factor authentication) and may suspend accounts for suspected misuse.
6. MOBILE PERMISSIONS & DEVICE REQUIREMENTS
The App may require permissions (e.g., notifications, microphone if you enable voice, local storage, network access). Granting permissions may increase data/battery usage. Using the App on a jail-broken or rooted device is not supported and may impair functionality; such use is a material breach of this EULA.
7. USER CONTENT & FEEDBACK
Ownership. You retain ownership of your User Content.
License to Shift. You grant Shift Health a worldwide, royalty-free, sublicensable license to host, store, reproduce, process, adapt, translate, create derivative works from, display, and otherwise use your User Content solely to provide, operate, maintain, secure, troubleshoot, and improve the Services (including generating summaries and insights for your experience).
AI Training (Opt-In). If—and only if—you explicitly opt in, your de-identified User Content may also be used to train, evaluate, and improve Shift Health’s AI models and related features. You can change this choice in-app (where available). Opting out does not affect processing necessary to provide the Services to you.
Backups & Retention. We are not obligated to maintain or back up User Content. We may remove User Content that violates this EULA.
Feedback. You may provide suggestions, ideas, or feedback (“Feedback”). You grant Shift Health a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use Feedback for any purpose.
8. ACCEPTABLE USE
You agree not to: (a) upload or share illegal, infringing, defamatory, obscene, hateful, or harmful content; (b) impersonate others or misrepresent your affiliation; (c) send spam, promotions, or unsolicited messages; (d) probe, scan, or test vulnerabilities; (e) interfere with, disrupt, or burden the Services or networks; (f) collect information about others without consent; (g) falsely report emergencies. We may investigate and take action, including suspension, termination, or referral to law enforcement.
9. PRIVACY; CHILDREN
Privacy. Your use of the Services is subject to our Privacy Policy (as updated from time to time). It explains what we collect, why we collect it, how we use and share it, and your choices.
Children. We do not knowingly collect personal information from children under 13. If we learn we have collected such information, we will delete it. The Services are intended for users 18+. If you are under 18, do not use the Services.
10. THIRD-PARTY SERVICES; LINKS
The Services may reference or link to third-party websites, apps, content, or services (“Third-Party Services”). Third-Party Services are not under our control. We are not responsible for their content, policies, or practices. Your use of Third-Party Services is at your own risk and may be governed by separate terms and privacy policies.
11. SUBSCRIPTIONS, FEES, TAXES & REFUNDS
Fees. Some features require paid subscriptions or purchases (“Fees”). You agree to pay all Fees and applicable taxes. Pricing may change prospectively; we will notify you as required by law or platform rules.
Payment Processing. Payments may be processed by Apple App Store, Google Play, Stripe, or other processors. Your use of those services is subject to their terms and privacy policies. If your billing info is invalid or outdated, access may be suspended.
Refunds. Fees are generally non-refundable except where required by law, applicable App Store/Play policies, or if Shift Health discontinues the Services before your current subscription term ends, in which case we will provide a pro-rata refund of unused prepaid Fees.
Auto-Renewal (if applicable). If you purchase a subscription through the App Store or Play, it may auto-renew until you cancel in your platform account settings per platform deadlines.
12. HEALTH & SAFETY DISCLAIMERS
No Medical Services. Shift Health is a technology provider of coaching tools and behavior-change supports. We do not provide medical care, diagnosis, or treatment, and the Services are not a substitute for in-person care. We do not endorse any specific providers, tests, treatments, or opinions.
AI Limitations. AI-generated outputs can be incomplete or inaccurate (including “hallucinations”). Do not rely on AI outputs for factual assertions or clinical decisions without independent verification and professional judgment.
No Duty to Monitor or Report. While we may implement safety features, we do not promise to monitor content or to report emergencies, abuse, or self-harm to authorities.
13. DISCLAIMERS OF WARRANTY
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW DISCLAIMERS OF CERTAIN WARRANTIES; SOME DISCLAIMERS MAY NOT APPLY TO YOU.
14. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) SHIFT HEALTH WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE SERVICES OR THIS EULA; AND (B) SHIFT HEALTH’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THIS EULA WILL NOT EXCEED THE GREATER OF (I) US $100 OR (II) THE AMOUNTS YOU PAID TO SHIFT HEALTH FOR THE SERVICES IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF CERTAIN DAMAGES; PARTS OF THIS SECTION MAY NOT APPLY TO YOU.
15. DISPUTE RESOLUTION; ARBITRATION; CLASS WAIVER
Informal Process. Before filing a claim, you agree to try to resolve the dispute informally by emailing help@shifthealth.ai with “Dispute Notice” in the subject and a brief description. If not resolved within 30 days, either party may bring an arbitration.
Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to this EULA or the Services shall be resolved by binding individual arbitration administered by JAMS or AAA under their applicable commercial/consumer rules, conducted in Los Angeles County, California, in English, before a single arbitrator with substantial experience in commercial and technology disputes. Judgment on the award may be entered in any court of competent jurisdiction.
Class & Jury Waiver. YOU AND SHIFT HEALTH WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE NOT TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF.
Small Claims; IP. Either party may bring an individual action in small claims court. Claims for injunctive relief for intellectual property rights may be brought in court of competent jurisdiction.
Governing Law. This EULA is governed by the internal laws of the State of Delaware, excluding conflict-of-laws rules; the Federal Arbitration Act governs arbitration.
16. TERM; TERMINATION; SUSPENSION
This EULA is effective upon your first use of the Services and continues until terminated. We may suspend or terminate your access at any time if you violate this EULA, if required by law, for nonpayment, or for risk/security reasons. You may terminate by uninstalling the App and ceasing use. Sections that by their nature should survive (e.g., IP, disclaimers, liability limits, arbitration) will survive termination.
17. OWNERSHIP; INTELLECTUAL PROPERTY
The Services, including all software, content, designs, text, graphics, logos, icons, interfaces, and the “look and feel,” are owned by Shift Health or its licensors and are protected by intellectual property laws. Except for the limited license granted, no rights are transferred to you.
18. ELECTRONIC COMMUNICATIONS; MARKETING
You consent to receive electronic communications related to the Services (e.g., service messages, security, legal notices). If we send marketing emails, you may opt out using the unsubscribe link; transactional messages may still be sent.
19. EXPORT & SANCTIONS COMPLIANCE
You agree to comply with U.S. and international export control and sanctions laws. You may not use or export the Services in violation of such laws, including to embargoed countries or prohibited parties.
20. APPLE APP STORE TERMS
If you access the App on an Apple device: (a) this EULA is between you and Shift Health, not Apple; (b) Apple is a third-party beneficiary of this EULA and may enforce it; (c) Shift Health, not Apple, is responsible for maintenance, support, and addressing claims; (d) in case of nonconformity, you may notify Apple for a refund of the purchase price (if any), and Apple has no further warranty obligation; and (e) your use must comply with the App Store Terms of Service.
21. GOOGLE PLAY TERMS
If you access the App via Google Play: (a) this EULA is between you and Shift Health, not Google; (b) your use must comply with Google Play Terms of Service; (c) Google is a third-party beneficiary of this EULA; and (d) Shift Health, not Google, is solely responsible for the App and Services.
22. MODIFICATIONS TO THE SERVICES OR THIS EULA
We may modify the Services and this EULA from time to time. If we make material changes, we will provide notice as required by law (e.g., in-app notice, email, or updating the “Last Updated” date). Changes apply prospectively. Your continued use after changes become effective constitutes acceptance.
23. MISCELLANEOUS
Assignment. You may not assign or transfer this EULA without our prior written consent. We may assign this EULA (e.g., in a merger, acquisition, or sale of assets).
Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force.
No Waiver. A failure to enforce any provision is not a waiver.
Entire Agreement. This EULA (and Privacy Policy) is the entire agreement between you and Shift Health regarding the Services and supersedes prior or contemporaneous understandings on the subject.
Headings. Headings are for convenience only.
Contact. Shift Health AI, Inc., 8 The Green #15883, Dover, DE 19901 • help@shifthealth.ai