Terms of Use

TERMS OF USE

Effective Date: 18 January, 2026

Last Updated: 27 February, 2026

These Terms of Use (“Terms”) form a legally binding agreement between you (“you,” “your,” “User”) and Embraya, Inc. (“Embraya,” “we,” “our,” “us”) governing your access to and use of the Embraya website, mobile applications, content, software, and related services (collectively, the “Platform”).

By accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE PLATFORM AND YOU MUST DISCONTINUE USE IMMEDIATELY.

In addition to these Terms, the Privacy Policy available at https://tally.so/r/w50Xkd details your and our respective rights and obligations in connection with applicable data protection laws, in particular regarding the processing of your sensitive health data. Information regarding your cancellation, refund, and other consumer rights is set forth in Clause 10 (Termination) below.

PLEASE NOTE THAT THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION THAT WAIVES YOUR RIGHT TO A JURY TRIAL AND REQUIRES USE OF ARBITRATION ON AN INDIVIDUAL BASIS.

PLATFORM PURPOSE & NON-CLINICAL NATURE

The Platform provides digital organizational, educational, emotional support, and self-tracking tools designed to assist individuals navigating fertility, pregnancy, postpartum, and family-building journeys. The educational content provided on Embraya’s platform is only general informational material. Individual fertility protocols vary. If there are any questions about your personal fertility plan, medical treatment, or health condition, you should consult a licensed healthcare professional. Embraya does not provide medical advice, diagnosis, or treatment, and the content on the platform should not be relied upon as a substitute for professional medical guidance.

Embraya is not a medical provider. The Platform does not provide medical advice, diagnosis, treatment, clinical recommendations or decision-making, or healthcare services and does not create a provider-patient relationship.

All content is provided for informational, organizational, and self-management purposes only. You are solely responsible for all health-related decisions.

BETA PROGRAM; PRE-RELEASE SERVICES DISCLAIMER

The Services are currently offered, in whole or in part, as a beta, pilot, or pre-release program and are still under active development. Certain features may be incomplete, inaccurate, unavailable, subject to interruption, or may change, malfunction, or be discontinued at any time without notice.

If you are actively in a treatment cycle, Embraya deeply values your feedback and welcomes your insights regarding how the Services function in real-world use. Such feedback is voluntary and provided solely for product improvement purposes.

You acknowledge and agree that:

The Services may not operate correctly, consistently, or reliably; Information, reminders, notifications, data displays, and other outputs may be delayed, incomplete, inaccurate, or unavailable; You remain solely responsible for verifying all medications, dosages, timing, appointments, protocols, and treatment instructions directly with your healthcare providers; The Services are not intended to be relied upon as a sole or primary source of truth for any clinical decision or treatment action;

Embraya shall not be liable for any missed medications, missed appointments, delayed treatments, adverse outcomes, emotional distress, or any damages or losses arising from or relating to your participation in the beta or use of any pre-release Services.

Your participation in the beta is voluntary, and by continuing to use the Services, you expressly acknowledge that you are using the beta Services at your own riskand that they are not a substitute for professional medical advice, diagnosis, or treatment.

1. Introduction & Acceptance

1.1 Scope. These Terms govern your access to and use of the “Services” as defined in these terms below, in all forms, including all features, content, products or offerings that Embraya makes available.

1.2 Agreement. By accessing or using the Services, whether as a guest or registered user, you agree to be bound by these Terms and any related Embraya policies incorporated herein by reference (e.g., Privacy Policy, Cookie Policy, Community Guidelines).

1.3 Consent. Your use of the Services constitutes electronic acceptance of these Terms.

2. Eligibility & Account Registration

2.1 Age Requirement. You must be at least eighteen (18) years of age to create an account or use the Services.

By accessing or using the Services, you represent and warrant that you are at least eighteen (18) years old and legally capable of entering into binding contracts.

Embraya does not knowingly permit use of the Services by minors and does not seek or accept parental consent for use by individuals under eighteen (18).

If Embraya becomes aware or has reason to believe that a user is under eighteen (18), Embraya may immediately suspend or terminate the account, delete any associated data, and deny continued access, without notice.

You agree that Embraya shall have no liability for any damages, losses, or claims arising from any use of the Services by individuals under eighteen (18), including any unauthorized or misrepresented use.

2.2 Account Creation. Some features require registration. You agree to provide accurate, current, and complete information when creating your account and to keep such information updated.

2.3 Credentials. You are responsible for safeguarding your username, password and other access credentials. You agree not to share your credentials with others and to notify Embraya immediately of any unauthorized use.

2.4 Account Security. Embraya may suspend or terminate your account if your use violates these Terms or otherwise threatens the security of the Services.

3. Description of Services

3.1 Definition of Services. “Services” means all features, tools, functionality, content, software, communications, applications, interfaces, integrations, subscriptions, paid offerings, and other services provided by Embraya, whether accessed through its website (embrayaapp.com), mobile applications, application programming interfaces (APIs), platforms, blogs, communications (including email, SMS, push notifications, and in-app messaging), and any related online or offline resources, in their current form or as modified, expanded, replaced, or discontinued from time to time.

3.2 The Services are designed to support individuals and couples navigating fertility, IVF, and broader family-building pathways by organizing clinical and personal information, providing emotional, organizational, and educational support, and offering insights intended to help users better understand and manage their care journeys.

3.3 Embraya may add, modify, update, discontinue or remove features at any time, with or without notice.

4. Non-Clinical Informational Use & Disclaimer

4.1 Non-Medical. The Services are intended for informational, educational, organizational and supportive purposes only. They are not intended to provide medical advice, diagnosis or treatment.

4.2 No Healthcare Relationship. Use of the Services does not establish a patient-provider relationship with Embraya or its affiliates.

4.3 No Professional Advice. The Content is not a substitute for professional medical care. You should always seek qualified medical advice for health decisions personalized to your circumstances.

4.4 Risk Acknowledgment. You understand and agree that any health-related actions you take (or do not take) are at your sole risk.

5. User Conduct & Responsibilities

5.1 You agree to use the Services only for lawful purposes and in compliance with all applicable laws and regulations.

5.2 You agree not to:

Copy, reproduce, modify, sell, resell, or exploit any portion of the Services or Content without our express written permission. Reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the Services. Interfere with the operation or security of the Services. Use the Services to transmit malware, spam, or harmful content. Impersonate another person or misrepresent your affiliation with a person or entity.

5.3 Embraya reserves the right to suspend or terminate access for violation of these obligations.

6. User Content

6.1 Ownership. You retain ownership of content you post, upload, submit or otherwise provide within the Services (“User Content”).

6.2 License to Embraya. By submitting User Content, you grant Embraya a worldwide, royalty-free, non-exclusive, transferable, sublicensable license to use, copy, exploit, modify, publicly display, publicly perform, create derivative works from, incorporate it into other works, change, reformat, and distribute your User Content in connection with providing and operating Embraya and/or for the Embraya’s promotional purposes (for example, by displaying on our website, within the App, in social media, on any website or platform in the internet as we may deem appropriate), subject to the Privacy Policy.

6.3 User Responsibility. You represent and warrant that you have all rights necessary to grant Embraya the rights described above and that User Content does not infringe the rights of any third party. You agree to indemnify Embraya and its affiliates, directors, officers, and employees, and hold them harmless from any and all claims and expenses, including attorneys’ fees, arising from the User Content and/or your failure to comply with these Terms.

6.4 Content Removal. Embraya may remove any User Content that violates these Terms or is otherwise objectionable.

7. Health & Sensitive Data, Anonymization & Use

7.1 Data Input by Users. The Services may collect data you provide, including personal, health and activity data to enable tracking and insights.

7.2 Anonymized Data. Embraya may irreversibly anonymize or aggregate data such that it can no longer reasonably identify you. Anonymized data may be used for analytics, quality improvement, research, and product development, and is not considered Personal Information under this agreement. Embraya does not sell personal information or consumer health data.

7.3 Privacy Policy. The collection, storage, use, sharing and protection of your information is governed by Embraya’s Privacy Policy and Embraya’s Consumer Health Data Policy, which is incorporated by reference.

8. Paid Services, Subscriptions & Billing

8.1 Paid Features. Embraya may offer Paid Services which require a subscription or other payment.

8.2 Billing. Fees are as described when you purchase a subscription. All payments are non-refundable except as required by applicable law.

8.3 Auto-Renewal. Unless otherwise stated, subscriptions automatically renew at the end of each term unless canceled prior to renewal.

8.4 Third-Party Platforms. Subscriptions purchased through app stores are subject to the app store’s terms and refund policies.

8.5 Electronic Communications and Marketing. By creating an account or using the Services, you consent to receive electronic communications from Embraya, including transactional and service-related messages such as account notifications, security alerts, billing communications, and updates necessary to provide the Services. If you opt in to receive marketing or promotional communications, Embraya may also send you newsletters, product updates, educational content, or promotional materials. You may opt out of receiving marketing emails at any time by clicking the “unsubscribe” link included in such emails or by adjusting your communication preferences within the Services. Embraya will process opt-out requests in accordance with applicable law. Even if you opt out of marketing communications, Embraya may still send you non-promotional communications related to your account or use of the Services. All electronic communications from Embraya will include appropriate identification of the sender and required contact information.

9. Intellectual Property

9.1 Rights. All rights, title and interest in and to the Services, including software, content, trademarks, logos, and designs, are owned or licensed by Embraya.

9.2 Limited License. Subject to your compliance with these Terms, Embraya grants you a limited, non-exclusive, non-transferable, revocable license to use the Services for personal, non-commercial use.

9.3 Restrictions. You may not copy, distribute, reverse engineer, modify, or create derivative works without express written permission.

10. Disclaimers & Limitation of Liability

10.1 “As Is.” THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND.

10.2 No Warranty. Embraya does not warrant that the Services will be uninterrupted, error-free, or secure.

10.3 Limitation of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EMBRAYA SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF DATA OR DAMAGES RESULTING FROM YOUR USE OF THE SERVICES.

10.4 Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EMBRAYA’S TOTAL AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS, DEMANDS, LOSSES, DAMAGES, COSTS, EXPENSES, AND CAUSES OF ACTION OF ANY KIND OR NATURE WHATSOEVER, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, STATUTE, OR OTHERWISE, ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, OR YOUR USE OF OR INABILITY TO USE THE SERVICES, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT ACTUALLY PAID BY YOU TO EMBRAYA IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS (US $100). NEITHER EMBRAYA NOR EMBRAYA’S OFFICERS, DIRECTORS, AGENTS, AFFILIATES, EMPLOYEES, REPRESENTATIVES, SUPPLIERS, PARTNERS, ADVERTISERS, OR CONTENT PROVIDERS, OR ANY THIRD PARTIES MENTIONED ON THE APP/WEBSITE SHALL BE LIABLE FOR ANY PERSONAL INJURY, INCLUDING DEATH, CAUSED BY YOUR USE OR MISUSE OF THE APP.  THE LAWS OF SOME STATES / COUNTRIES IMPOSE RESTRICTIONS ON LIMITING LIABILITY. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS OUR LIABILITY TO YOU WHERE IT WOULD BE UNLAWFUL TO DO SO. WHERE ANY PROVISION IS EXPRESSED TO EXCLUDE OR LIMIT LIABILITY TO A GREATER EXTENT THAN PERMITTED BY APPLICABLE LAW, THAT PROVISION SHALL BE DEEMED TO ONLY EXCLUDE OR LIMIT OUR LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

10.5 Medication Reminder and Notification Disclaimer. The Services may include medication reminders, alerts, or notifications (“Reminders”) based on information provided by you. You acknowledge and agree that:

(a) Reminders are provided for informational and convenience purposes only and are not guaranteed to be delivered, received, or acted upon at any specific time, or at all.

(b) Reminder delivery depends on factors outside Embraya’s control, including but not limited to internet connectivity, mobile carrier services, device operating systems, third-party service providers (including push notification services), device settings (including disabled notifications), software updates, and power or hardware limitations.

(c) You are solely responsible for:

ensuring that notifications are enabled on your device; verifying the accuracy and completeness of all medication-related information entered into the Services; and maintaining independent medication adherence practices regardless of the availability or functionality of the Services.

(d) The Services are not a medical device and are not intended to diagnose, treat, cure, or prevent any disease or medical condition, and do not replace professional medical advice. The Services function solely as an organizational and informational tool, similar to a digital calendar or reminder system that relies entirely on user-provided information. Embraya does not monitor whether medications are actually taken, does not verify the accuracy of user inputs, and does not provide medical advice or clinical services.

(e) TO THE MAXIMUM EXTENT PERMITTED BY LAW, EMBRAYA SHALL NOT BE LIABLE FOR ANY CLAIMS, DAMAGES, OR LOSSES ARISING OUT OF OR RELATING TO:

MISSED, DELAYED, OR UNDELIVERED REMINDERS; SERVICE INTERRUPTIONS OR OUTAGES; USER RELIANCE ON REMINDERS; OR ANY MEDICATION ADHERENCE OR NON-ADHERENCE OUTCOMES.

11. Indemnification

You agree to indemnify, defend and hold harmless Embraya, its affiliates, and their respective officers, directors, employees, agents, contractors, licensors, and service providers from and against any and all claims, demands, actions, proceedings, liabilities, losses, damages, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to your use of or access to the Services, your violation of these Terms, your User Content, your breach of any representation or warranty herein, or your actual or alleged infringement, misappropriation, or violation of any third-party rights.

12. Termination

12.1 By You. You may terminate your account at any time through the Services. You may cancel your account or any subscription at any time through your account settings or the platform through which you purchased the subscription. Cancellation of a subscription stops future billing but does not automatically delete your account or personal information. Upon verified request for account deletion, we will delete or anonymize your personal information, subject to applicable legal retention requirements. After deletion of identifiable information, we may retain information that has been irreversibly de-identified or aggregated, which no longer identifies you personally.

If you purchased a subscription through the Apple App Store, Google Play Store, or any third-party platform, cancellation and refund requests must be made directly through that platform and are subject to their terms and refund policies. 

If you purchased directly from Embraya:

• You may cancel at any time before the next billing cycle to avoid future charges.
• Subscription fees are non-refundable except as required by applicable law.

Residents of certain U.S. states, including California, New York, and others, may have additional rights regarding automatic renewal, cancellation, refunds, pricing disclosures, and consumer protections under applicable law.

By using the Services, you acknowledge and agree that any such rights shall be exercised exclusively through the account management, cancellation, and customer support procedures made available by Embraya, and that Embraya’s fulfillment of such requests through those procedures shall constitute full compliance with applicable consumer protection laws.

Nothing in these Terms limits any non-waivable rights you may have under applicable law.

12.2 By Embraya. Embraya may suspend or terminate your access at any time for any reason, including breach of these Terms.

12.3 Survival. Sections 4, 6, 7, 9, 10, 11, 12, 13 and any other provisions necessary to interpret them shall survive termination.

13. Governing Law & Jurisdiction

These Terms, the Services, and any dispute, claim, or controversy arising out of or relating to the Services or these Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Except as expressly provided in Section 14 (Dispute Resolution) regarding arbitration:

1. You and Embraya agree that the state and federal courts located within the State of Delaware shall have exclusive jurisdiction and venue over any dispute, claim, or proceeding that is not subject to arbitration, and you hereby irrevocably consent to the personal jurisdiction and venue of such courts and waive any objection based on improper venue or forum non conveniens.

2. To the maximum extent permitted by applicable law, you agree to waive any right to participate in any class, collective, or representative action, and agree that any claims may be brought solely in your individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding, except as explicitly provided in Section 14 below.

14. Dispute Resolution

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU AND EMBRAYA TO ARBITRATE DISPUTES ON AN INDIVIDUAL BASIS AND LIMIT THE MANNER IN WHICH YOU AND EMBRAYA CAN SEEK RELIEF FROM EACH OTHER.

14.1 Arbitration Agreement. You and Embraya mutually agree, to the fullest extent of the law, that any Dispute (defined below) shall be arbitrated and finally decided by binding arbitration administered by the American Arbitration Association (the “AAA”) under its Consumer Arbitration Rules (available at www.adr.org), except as modified below or otherwise agreed to.  As used in this Arbitration Agreement, “Dispute” means any dispute, claim, or controversy between you and Embraya, including any past, currently pending, existing, or future dispute or disagreement, except:  (a) claims by employees of Embraya related to the terms or conditions of their employment; (b) claims for personal physical injury or wrongful death or survival claims arising from or in any way related to clinical laboratory services; and (c) claims for unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents.  You and Embraya agree that each is giving up, to the fullest extent of the law, any right to have any Dispute resolved in court before a judge or jury.   

14.2 Class Action Waiver. You and Embraya also mutually agree that, to the fullest extent allowed by law, and except as expressly set out below, each may bring claims against the other only in your or its individual capacity, on an individual basis, and not as a plaintiff or class member in any purported class, collective, non-individual, or representative proceeding.  Further, the arbitrator may not join or consolidate more than one person’s claims, and may not otherwise preside over any form of representative, collective, non-individual, or class proceeding, except as stated below.  Nothing in these terms should be read to allow class or consolidated arbitration.  Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, inapplicable, invalid, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator.  All disputes with respect to whether any other aspect of this Dispute Resolution provision and its terms is unenforceable, unconscionable, applicable, valid, void or voidable shall be determined exclusively by an arbitrator, and not by any court, except as expressly set out below.

14.3 Arbitration Procedures. Arbitration uses a neutral arbitrator to decide a dispute (instead of a judge or jury); arbitration allows for more limited discovery than a court case; and the arbitration process and results are subject to limited review by courts.  In arbitration, you have the right, at your own expense, to be represented by an attorney of your choosing.  Arbitrators can award the same damages and relief that a court could award, but any award or recovery must be consistent with this Agreement. Arbitration hearings will be conducted remotely unless the arbitrator determines that an in-person hearing is necessary. If an in-person hearing is required, it will take place in a location reasonably convenient to both parties, or as otherwise required by applicable arbitration rules. Any arbitration under this section will be confidential, and documents exchanged may not be used or shared outside of the arbitration process without the prior written consent of the parties or as required by law.  To the fullest extent of the law, 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, and the arbitrator cannot award relief for, or on behalf of, anyone who is not a party to the proceeding. The decision of the arbitrator shall be final and binding only as to the parties to the specific arbitration. The award rendered shall not be used as evidence or create any preclusive effect (including but not limited to the doctrines of claim preclusion, issue preclusion, res judicata, or collateral estoppel) in any other action or proceeding, including any subsequent arbitration, litigation, or other dispute resolution proceeding.

 Both you and Embraya agree that each party may elect before or within 30 days after arbitration is initiated by either party to have any claims heard in small claims court on an individual (non-class, non-representative) basis for a dispute within the scope of such small claims court’s jurisdiction.

14.4 Pre-Arbitration Notice and Good Faith Negotiations.  Both you and Embraya agree that, before initiating any arbitration proceedings of any kind with the AAA, each party will notify the other in writing of any dispute so that the parties can attempt in good faith to resolve the dispute informally.  The notice must be specific and must:  (i) include the sender’s name, street address, telephone number, and the email address you use or used for the online services; (ii) describe the nature and basis of the dispute, including, where applicable, any specific date(s) at issue; (iii) identify the amount of money (if any) at issue; and (iv) identify the specific relief sought.  The notice must be signed and include the handwritten signature of, as applicable, either you or an Embraya employee, depending on which party is providing notice.  Notice sent by you to Embraya shall be sent to the following email and street addresses:  support@embrayaapp.com and 614 N DuPont Hwy, Suite 210Dover, DE 19901 County of Kent .  Notice sent by Embraya to you shall be sent to the email address (and street address if any) that you provided to Embraya.  This notice is a requirement and condition precedent to initiating any arbitration proceedings. Compliance with this Pre-Arbitration Notice and Good Faith Negotiations provision is an issue for a court to resolve, not the arbitrator.

If you and Embraya cannot agree how to resolve the dispute within 60 days after the notice is received by the other party, then either you or Embraya may, as appropriate and in accordance with this section, commence an arbitration proceeding with a written demand for arbitration that is individual to you and your dispute, including the content set forth above and a handwritten signature.  Any limitations period will be tolled from the date the dispute is noticed to the other side until the expiration of this 60-day period.

If the party commencing arbitration is represented by counsel, the written demand for arbitration shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must sign the demand for arbitration. By signing the demand, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after a reasonable inquiry, that the demand is neither frivolous nor brought for any improper purpose (such as to harass, unnecessarily delay dispute resolution, or needlessly increase the cost of dispute resolution) and that the allegations in the written demand have evidentiary support or will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.

14.5 Arbitration Fees.  The parties’ respective responsibilities to pay any fees and costs of arbitration will be governed by the AAA Consumer Rules (and the applicable fee schedules referenced therein), available at www.adr.org. The parties’ good faith negotiation of reasonable fees with the arbitration provider is authorized as needed. Notwithstanding anything to the contrary herein, if the arbitrator determines that your or Embraya’s claim(s) are frivolous, the party bringing the frivolous claim(s) will reimburse the other party for any amounts that other party paid for the arbitration.

14.6 Federal Arbitration Act.  The subject matter hereof affects interstate commerce, and the interpretation and enforceability of this section will be substantively, procedurally, and exclusively governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1, et seq., to the maximum extent permitted by applicable law, except as modified by these Terms of Use.

14.7. Forum Selection. For any dispute not subject to arbitration, you and Embraya agree that such dispute shall be brought exclusively in the state or federal courts located within the State of Delaware, and you consent to the personal jurisdiction of such courts and waive any objections based on improper venue or forum non conveniens.

15. Changes to These Terms

Embraya reserves the right, in its sole discretion, to modify, amend, supplement, or replace these Terms at any time. We may provide notice of material changes as required by applicable law. Your continued access to or use of the Services after any modification becomes effective constitutes your binding acceptance of the revised Terms, and if you do not agree to the modified Terms, your sole remedy is to discontinue use of the Services and close your account.

16. Contact Information

If you have questions regarding these Terms, email: support@embrayaapp.com