Terms of Service

These Terms of Service (“Terms”) are a binding agreement between you and Sentia Holdings, Inc. (“Sentia,” “we,” “us,” or “our”) governing your access to and use of the BAiO consumer health companion, the BAiO+ platform, the website at BAiO.io, and our related applications, features, and content (collectively, the “Services”). Our Services use our proprietary nCyte engine to generate insights tailored to you.

By creating an account, accessing, or using the Services, you agree to these Terms and to our Privacy Policy, which is incorporated by reference. If you do not agree, do not use the Services.

These Terms contain a binding arbitration provision and a class action waiver in Section 16 that affect your legal rights. Please read them carefully.

Not Medical Advice. BAiO and BAiO+ are wellness and decision-support tools. They are not a substitute for professional medical advice, diagnosis, or treatment, and Sentia does not diagnose, treat, cure, prevent, or mitigate any disease or medical condition. The Services do not create a doctor-patient relationship. Always consult a qualified healthcare provider with any questions about your health. If you think you may have a medical emergency, call 911 or your local emergency number immediately.

1. Eligibility

You must be at least 18 years old and able to form a binding contract to use the Services. The Services are intended for individuals located in the United States. By using the Services, you represent that you meet these requirements and that the information you provide is accurate.

2. Your Account

To use certain features, you must create an account. You agree to provide accurate information, keep it current, and keep your credentials confidential. You are responsible for all activity under your account. Please notify us promptly at Contact@SentiaHoldings.com if you suspect unauthorized use. We may suspend or terminate accounts as described in Section 13.

3. License to Use the Services

Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to access and use the Services for your personal, non-commercial use. We reserve all rights not expressly granted. BAiO+ and other enterprise offerings are licensed separately under a written agreement between Sentia and the relevant organization, and those agreements govern enterprise use.

4. Connected Devices and Third-Party Services

The Services allow you to connect wearables, sensors, applications, and accounts that you choose. By connecting them, you authorize us to access and process the data they make available, consistent with our Privacy Policy. Third-party devices and services are governed by their own terms and privacy policies, and we are not responsible for their content, accuracy, availability, or practices. We may add, change, or discontinue integrations at any time.

5. Subscriptions, Billing, and Cancellation

5.1 Plans and Pricing. We offer free and paid subscription tiers. Current features and pricing are displayed at the point of purchase. We may change our plans, features, and pricing as described below.

5.2 Authorization and Automatic Renewal. When you purchase a paid subscription, you authorize us, through our third-party payment processor, to charge the then-current subscription fee and applicable taxes to your payment method on a recurring basis. Your subscription automatically renews at the end of each billing period, for example, monthly or annually, as you select, at the then-current price, unless you cancel before the renewal date. By subscribing, you acknowledge that your subscription has a recurring payment feature, and you accept responsibility for all recurring charges until you cancel.

5.3 Cancellation. You may cancel at any time through your account settings in the Services or by contacting us at Contact@SentiaHoldings.com. Cancellation takes effect at the end of your current billing period, and you will retain access until then.

5.4 Refunds. Except as required by applicable law or as expressly stated at the point of purchase, subscription fees are non-refundable, and we do not provide refunds or credits for partial billing periods or unused features.

5.5 Price Changes. We may change subscription prices. We will provide notice as required by applicable law, and changes will apply to your next billing period. Your continued use of a paid subscription after a price change takes effect constitutes your acceptance of the new price.

5.6 Free Trials and Promotions. If we offer a free trial or promotional pricing, we will disclose its terms at signup. Unless you cancel before the trial or promotional period ends, your subscription will convert to a paid subscription at the then-current price.

5.7 Taxes. Prices are exclusive of applicable taxes unless stated otherwise, and you are responsible for those taxes.

6. AI-Generated Insights and the nCyte Engine

The Services use automated processing and artificial intelligence, principally the nCyte engine, to generate insights, scores, and recommendations based on the information you and your connected devices provide. These outputs are informational decision support only. They may be incomplete, inaccurate, or unsuitable for your circumstances, they are not medical advice, and you should not rely on them to make medical, health, or other significant decisions without consulting a qualified professional. You are responsible for how you use the outputs of the Services.

7. Acceptable Use

You agree not to, and not to permit others to:

• use the Services in violation of any law or these Terms, or for any unlawful, harmful, or fraudulent purpose;
• upload or submit information about another person without the rights or consents required by law;
• interfere with, disrupt, or attempt to gain unauthorized access to the Services or related systems;
• reverse engineer, decompile, or attempt to extract the source code or underlying models of the Services, except to the extent permitted by law;
• copy, scrape, harvest, or use automated means to access the Services or collect data from them;
• resell, sublicense, or commercially exploit the Services without our written permission; or
• misrepresent your identity or affiliation, or circumvent any security or access controls.

8. Your Content and Feedback

You retain ownership of the content and information you submit to the Services (“Your Content”). You grant us a non-exclusive, worldwide, royalty-free license to host, store, process, and use Your Content as needed to operate, provide, secure, and improve the Services, consistent with our Privacy Policy. You represent that you have the rights necessary to submit Your Content and to grant this license. If you send us suggestions or feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use them for any purpose without obligation to you.

9. Intellectual Property

The Services, including the nCyte engine, software, content, design, and the BAiO and BAiO+ names and logos, are owned by Sentia or its licensors and are protected by intellectual property laws. Except for the limited license granted above, these Terms do not transfer any right, title, or interest in the Services to you. All rights not expressly granted are reserved.

10. Privacy

Our collection and use of personal information in connection with the Services is described in our Privacy Policy. By using the Services, you acknowledge that Privacy Policy.

11. Third-Party Content and Links

The Services may include or link to third-party content, products, or services that we do not control or endorse. We are not responsible for them, and your dealings with third parties are solely between you and the third party.

12. Changes to the Services

We may modify, suspend, or discontinue any part of the Services at any time, with or without notice. We are not liable to you or any third party for any modification, suspension, or discontinuation of the Services, except as required by law.

13. Term and Termination

These Terms apply while you use the Services. You may stop using the Services and close your account at any time. We may suspend or terminate your access at any time, with or without notice, if you violate these Terms, if we reasonably believe your use creates risk or legal exposure, or if we discontinue the Services. Upon termination, your license to use the Services ends. Provisions that by their nature should survive termination, including Sections 6, 8, 9, and 14 through 18, will survive.

14. Disclaimers of Warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY LAW, SENTIA DISCLAIMS ALL WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant that the Services will be uninterrupted, secure, or error-free, or that any insights, scores, or recommendations are accurate, complete, reliable, or suitable for your circumstances. As stated above, the Services are not medical advice and are not a substitute for professional care. Some jurisdictions do not allow certain warranty exclusions, so some of the above may not apply to you.

15. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, SENTIA AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SENTIA’S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US FOR THE SERVICES IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

These limitations do not apply to liability that cannot be limited or excluded under applicable law. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

16. Dispute Resolution; Binding Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU AND SENTIA TO RESOLVE DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION AND WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN CLASS ACTIONS, EXCEPT AS DESCRIBED BELOW.

16.1 Informal Resolution. Before starting an arbitration, you agree to contact us at Contact@SentiaHoldings.com and describe your dispute so that we can try to resolve it. If we cannot resolve it within 60 days, either party may begin arbitration.

16.2 Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to the Services or these Terms that is not resolved informally will be resolved by binding arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules, rather than in court, except as provided below. The arbitration will be conducted in English, and judgment on the award may be entered in any court of competent jurisdiction.

16.3 Class Action and Jury Waiver. Arbitration will be conducted only on an individual basis and not in a class, consolidated, collective, or representative proceeding. You and Sentia waive any right to a jury trial and to participate in a class or representative action. The arbitrator may award relief only in favor of the individual party and only to the extent necessary to resolve that party’s individual claim.

16.4 Carve-Outs. Either party may bring an individual claim in small claims court if it qualifies, and either party may seek injunctive or other equitable relief in court to protect its intellectual property or confidential information.

16.5 Coordinated Filings. If 25 or more similar arbitration demands are filed by or with the assistance of the same or coordinated counsel, the parties agree that the demands will be administered in staged batches to promote efficient resolution, and the applicable filing and arbitrator fee schedules will apply to the batch process.

16.6 Opt-Out. You may opt out of this arbitration provision within 30 days after first accepting these Terms by emailing Contact@SentiaHoldings.com with your name, account email, and a statement that you opt out of arbitration. If you opt out, the rest of these Terms still apply.

16.7 Severability. If the class action waiver is found unenforceable as to a particular claim or request for relief, that claim or request will be severed and decided by a court of competent jurisdiction, while the remaining claims proceed in arbitration.

17. Governing Law and Venue

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules, and by applicable U.S. federal law, including the Federal Arbitration Act. To the extent any dispute is not subject to arbitration, you and Sentia consent to the exclusive jurisdiction and venue of the state and federal courts located in Delaware, except where applicable law gives you the right to bring a claim elsewhere.

18. Changes to These Terms

We may update these Terms from time to time. The “Last Updated” date of these Terms indicates when they were last revised. If we make material changes, we will provide notice as required by law, such as by posting the updated Terms in the Services or notifying you. Your continued use of the Services after the effective date of the updated Terms constitutes your acceptance.

19. General

19.1 Entire Agreement. These Terms, together with the Privacy Policy and any terms presented at the point of purchase, are the entire agreement between you and Sentia regarding the Services.

19.2 Severability. If any provision is held unenforceable, the remaining provisions remain in effect.

19.3 No Waiver. Our failure to enforce any provision is not a waiver of our right to do so later.

19.4 Assignment. You may not assign these Terms without our consent. We may assign them in connection with a merger, acquisition, or sale of assets, or as otherwise permitted by law.

19.5 Force Majeure. We are not liable for delays or failures caused by events beyond our reasonable control.

19.6 Electronic Communications. You consent to receive communications from us electronically, and you agree that electronic communications satisfy any legal requirement that a communication be in writing.

19.7 Notices. We may provide notices to you through the Services or the email associated with your account.

20. Contact Us

Questions about these Terms may be sent to Sentia Holdings, Inc. at Contact@SentiaHoldings.com.

Last Updated: May 15, 2026.