These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Oraya LLC ("Oraya," "Company," "we," "us," or "our"), governing your access to and use of the Oraya website located at orayaus.com (the "Website"), the Oraya mobile and web application (the "App"), and all related services, features, content, and functionality offered by Oraya (collectively, the "Services").
By accessing, browsing, or using any of the Services — including by creating an account, signing up for our waitlist, submitting information through any form, downloading or installing the App, or simply visiting the Website — you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.
AFFIRMATIVE CONSENT: Where we provide a clickable "I Agree" button, checkbox, or similar mechanism (such as during waitlist registration or account creation), your affirmative click or check constitutes your express agreement to these Terms and our Privacy Policy. Where no such mechanism is presented, your continued access to or use of the Services constitutes your acceptance of these Terms.
If you do not agree to these Terms, you must immediately cease all use of the Services. Your continued use of any Service after changes to these Terms constitutes acceptance of the modified Terms.
CROSS-PLATFORM APPLICATION: These Terms apply universally across all Oraya platforms, products, and services. By agreeing to these Terms on any single Oraya platform or service — including but not limited to the Website, the App, email communications, waitlist registration, or any future Oraya product — you agree to be bound by these Terms with respect to all current and future Oraya Services, including those operated by Oraya's subsidiaries, affiliates, and partners.
You must be at least 18 years of age to use the Services. By using the Services, you represent and warrant that you are at least 18 years old, have the legal capacity to enter into these Terms, and are not prohibited from using the Services under any applicable law. If you are using the Services on behalf of an organization, you represent that you have authority to bind that organization to these Terms.
THIS IS THE MOST IMPORTANT SECTION OF THESE TERMS. PLEASE READ IT CAREFULLY.
Oraya is a general wellness product intended solely to promote healthy lifestyle habits, self-awareness, and personal reflection. Oraya is a personal journaling and self-reflection tool — nothing more. Oraya is designed to help you notice patterns in your daily life, reflect on your experiences, and cultivate mindfulness through gentle tracking and journaling.
ORAYA IS NOT A HEALTH APP, MEDICAL APP, MENTAL HEALTH APP, DIGITAL THERAPEUTIC, PRESCRIPTION DIGITAL THERAPEUTIC, CLINICAL TOOL, OR HEALTHCARE PRODUCT OF ANY KIND.
Oraya is not intended for the diagnosis, cure, mitigation, prevention, or treatment of any disease, disorder, or condition — whether physical or mental. Oraya does not provide outputs that guide specific clinical action or medical management. Oraya has not sought and does not hold any clearance, approval, or authorization from the U.S. Food and Drug Administration (FDA) or any other regulatory body as a medical device, digital therapeutic, or clinical tool.
Oraya does not operate as, and shall not be construed as, a healthcare service, mental health service, behavioral health platform, telehealth service, or clinical wellness program. Specifically:
No doctor-patient, therapist-client, counselor-client, provider-patient, or any other healthcare provider relationship is created between you and Oraya, its founders, members, managers, employees, contractors, or affiliates through your use of the Services. No fiduciary duty, duty of care, or clinical obligation arises from your use of the Services.
ORAYA IS NOT AND SHALL NEVER BE REPRESENTED AS ELIGIBLE FOR COVERAGE, REIMBURSEMENT, OR PAYMENT UNDER ANY:
You agree that you will not submit any receipt, invoice, statement, or documentation from Oraya to any insurance company, benefits administrator, healthcare plan, government agency, or any other entity for the purpose of obtaining reimbursement, coverage, payment, or benefits of any kind. Any attempt to do so is a violation of these Terms.
Oraya does not generate, provide, or support the creation of superbills, CPT codes, diagnosis codes, clinical notes, treatment summaries, letters of medical necessity, or any documentation intended for insurance or benefits purposes. Any such documentation purporting to originate from Oraya is fraudulent and unauthorized.
Oraya makes no claims, express or implied, that the Services will:
Any mood scores, stress levels, patterns, insights, reflections, or other information generated by or within the Services are intended solely for personal self-reflection and awareness purposes. This information has no clinical validity, is not a diagnosis, and should not be used as a basis for medical decisions. You should always consult qualified healthcare professionals for any health-related concerns.
CRISIS NOTICE: If you are experiencing a mental health crisis, suicidal thoughts, self-harm urges, or any medical emergency, please immediately contact emergency services (911 in the United States), the 988 Suicide & Crisis Lifeline (call or text 988), the Crisis Text Line (text HOME to 741741), or go to your nearest emergency room. Oraya is not equipped to handle emergencies and should never be used as a crisis resource.
Certain features of the Services may require you to provide information, including but not limited to your email address for waitlist registration. You agree to provide accurate, current, and complete information and to update such information as necessary.
You are solely responsible for all activity that occurs under your account or in connection with your use of the Services. Oraya is not liable for any loss or damage arising from unauthorized access to your account or data.
Your wellness data — including mood entries, stress logs, micro wins, reflections, and any other personal data you input into the Services — is your personal information. Our collection, use, and handling of this data is governed by our Privacy Policy.
CONSENT TO ELECTRONIC COMMUNICATIONS: By providing your email address or using the Services, you consent to receive electronic communications from Oraya, including service announcements, product updates, administrative messages, and waitlist communications. You agree that all agreements, notices, disclosures, and other communications that we provide electronically satisfy any legal requirement that such communications be in writing. You may opt out of non-essential communications at any time by using the unsubscribe link in our emails or by contacting us at [email protected].
The Clarity task management app allows you to create an account using Google Sign-In, email one-time password authentication, or anonymous guest access. You are responsible for maintaining the security of your authentication credentials. Task data you create in Clarity is stored in our cloud database and associated with your authenticated user account.
Account Deletion: You may permanently delete your Clarity account and all associated data at any time from within the app (Profile → Delete Account). Deletion is irreversible and removes all task data, completion history, and profile information from our servers. Locally cached data on your device will also be cleared.
Clarity is provided free of charge. Oraya LLC reserves the right to modify, suspend, or discontinue the Clarity app or any of its features at any time, with or without notice. We make reasonable efforts to protect your task data but are not liable for data loss. Users are solely responsible for the content of their tasks.
You agree to use the Services only for lawful purposes and in accordance with these Terms. You agree not to:
All content, features, functionality, design, text, graphics, logos, icons, images, audio, software, and the overall look and feel of the Services — including but not limited to the Oraya name, the Oraya logo, the animated aura ring design, the tagline "Your quiet place in a loud world," and all related branding elements — are owned by Oraya LLC and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.
You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your personal, non-commercial use, subject to these Terms. This license does not include the right to sublicense, sell, resell, copy, reproduce, distribute, or create derivative works from any part of the Services.
All rights not expressly granted herein are reserved by Oraya LLC.
By submitting, posting, or inputting any content into the Services — including mood entries, stress data, reflections, micro wins, tasks, or any other data ("User Content") — you grant Oraya a non-exclusive, worldwide, royalty-free, fully paid-up license to use, process, store, and analyze such User Content solely for the purposes of providing, maintaining, and improving the Services for you.
You retain all ownership rights in your User Content. Oraya will not sell your User Content to third parties, use it for advertising purposes, or share it in any individually identifiable form without your explicit consent, except as described in our Privacy Policy or as required by law.
You represent and warrant that you have the right to submit all User Content and that such content does not violate any law or infringe any third-party rights.
FEEDBACK AND SUGGESTIONS: If you provide Oraya with any feedback, suggestions, ideas, feature requests, bug reports, or other input regarding the Services ("Feedback"), you grant Oraya a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive license to use, reproduce, modify, distribute, and otherwise exploit such Feedback for any purpose without obligation, compensation, or attribution to you. You acknowledge that Oraya may already be developing or may independently develop features, products, or services similar to or identical to your Feedback.
The Services may contain links to third-party websites, services, or resources (including but not limited to Google Forms, analytics services, hosting providers, and content delivery networks). These third-party services are not under Oraya's control, and Oraya is not responsible for their content, privacy policies, practices, or availability.
Information you submit through third-party services (such as waitlist registration via Google Forms) may also be subject to that third party's terms of service and privacy policy in addition to ours. We encourage you to review those policies.
Your use of third-party services is at your own risk and subject to the terms and conditions of those third parties. Oraya's inclusion of links or integration with third-party services does not imply endorsement or affiliation.
You acknowledge and agree that in entering into these Terms and using the Services, you have not relied on any statement, representation, warranty, promise, assurance, or guarantee of any person or entity other than those expressly set forth in these Terms.
No marketing material, website copy, social media post, email communication, blog post, promotional content, app store description, press release, media appearance, or any other communication made by or on behalf of Oraya — whether written, oral, or visual — shall be construed as a representation, warranty, or guarantee regarding the Services, their effectiveness, their suitability for any particular purpose, or any expected outcomes from their use.
To the extent any external communication could be interpreted as making a claim about health benefits, therapeutic value, clinical effectiveness, or medical utility of the Services, you agree that such interpretation is disclaimed by these Terms, and you shall not rely on any such communication as a basis for any claim against Oraya or any Oraya Party (as defined in Section 11).
THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
Without limiting the foregoing, Oraya does not warrant that:
You acknowledge that Oraya is a self-reflection and journaling tool and that no outcomes, improvements, or benefits are guaranteed from use of the Services. Any reliance on the Services is at your sole risk.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ORAYA LLC, ITS FOUNDERS, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, AFFILIATES, SUBSIDIARIES, SUCCESSORS, OR ASSIGNS (COLLECTIVELY, THE "ORAYA PARTIES") BE LIABLE FOR ANY:
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE ORAYA PARTIES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT YOU HAVE PAID TO ORAYA IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED UNITED STATES DOLLARS ($100.00).
THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE ORAYA PARTIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IN SUCH JURISDICTIONS, THE LIABILITY OF THE ORAYA PARTIES SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
NO INDIVIDUAL ASSOCIATED WITH ORAYA — INCLUDING BUT NOT LIMITED TO ANY FOUNDER, MEMBER, MANAGER, OFFICER, DIRECTOR, EMPLOYEE, AGENT, CONTRACTOR, ADVISOR, CONSULTANT, OR REPRESENTATIVE OF ORAYA LLC (EACH, AN "INDIVIDUAL PARTY") — SHALL HAVE ANY PERSONAL LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY CLAIM, LOSS, DAMAGE, OR EXPENSE ARISING OUT OF OR RELATED TO THE SERVICES, THESE TERMS, OR YOUR RELATIONSHIP WITH ORAYA.
You agree that any claim or cause of action arising out of or related to the Services or these Terms shall be brought solely against Oraya LLC as a legal entity, and not against any Individual Party in their personal or individual capacity. This personal liability shield applies regardless of the legal theory asserted, including but not limited to negligence, gross negligence, strict liability, fraud, misrepresentation, breach of fiduciary duty, or any other claim.
This Section 11.2 is intended to benefit each Individual Party as a third-party beneficiary of these Terms, and each Individual Party shall have the right to enforce this provision directly.
BY USING THE SERVICES, YOU VOLUNTARILY AND KNOWINGLY RELEASE, WAIVE, AND FOREVER DISCHARGE THE ORAYA PARTIES AND ALL INDIVIDUAL PARTIES FROM ANY AND ALL CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, SUITS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS' FEES) OF EVERY KIND AND NATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, DISCLOSED OR UNDISCLOSED, ARISING OUT OF OR IN ANY WAY RELATED TO:
IF YOU ARE A CALIFORNIA RESIDENT, YOU EXPRESSLY WAIVE THE BENEFITS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."
You acknowledge that you may later discover claims or facts in addition to or different from those you now know or believe to be true regarding the Services, and you agree that this release shall remain effective in all respects notwithstanding such discovery.
You agree to defend, indemnify, and hold harmless the Oraya Parties and all Individual Parties — including in their personal and individual capacities — from and against any and all claims, damages, obligations, losses, liabilities, costs, expenses, and attorneys' fees arising from or related to:
This indemnification obligation extends to claims brought against Individual Parties personally, and shall survive the termination of these Terms and your use of the Services.
You expressly acknowledge and agree that your use of the Services is entirely at your sole risk. You voluntarily assume all risks associated with using a self-reflection and journaling tool, including but not limited to:
BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED TO SEEK PROFESSIONAL HEALTHCARE GUIDANCE FOR ANY MEDICAL OR MENTAL HEALTH CONCERNS AND THAT THE SERVICES ARE NOT A SUBSTITUTE FOR SUCH GUIDANCE.
Oraya shall not be liable for any failure or delay in performing its obligations under these Terms due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, epidemics or pandemics, war, terrorism, riots, government actions, power failures, internet or telecommunications failures, cyberattacks, or any other force majeure event.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM OR CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CLAIM OR CAUSE OF ACTION IS PERMANENTLY BARRED. THIS LIMITATION APPLIES REGARDLESS OF WHETHER THE CLAIM OR CAUSE OF ACTION ARISES IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL. IT ALSO LIMITS YOUR ABILITY TO PARTICIPATE IN CLASS ACTIONS OR OTHER REPRESENTATIVE PROCEEDINGS.
You and Oraya mutually agree that any and all disputes, claims, or controversies arising out of or relating to these Terms, the Services, the Website, the App, your relationship with Oraya, or any aspect of your interactions with Oraya or its affiliates — whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory — shall be resolved exclusively through final and binding individual arbitration, rather than in court, except as set forth in Section 17.5 below.
UNIVERSAL SCOPE: This arbitration agreement applies to all disputes arising from your use of or interaction with any Oraya product or service, whether such use or interaction occurred before, on, or after the effective date of these Terms. This includes disputes arising from the Website, the App, waitlist registrations, email communications, promotional materials, and any future products or services offered by Oraya or its affiliates, subsidiaries, or partners.
DELEGATION CLAUSE: The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of this arbitration agreement is void or voidable.
Arbitration shall be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules then in effect, which are available at www.adr.org. If AAA is unavailable, the parties shall mutually agree on an alternative arbitration forum; if unable to agree, a court of competent jurisdiction shall appoint an arbitrator.
The arbitration shall be conducted by a single, neutral arbitrator. The arbitrator shall have the authority to grant any relief that would be available in court, provided that the arbitrator shall have no authority to conduct proceedings on a class, collective, or representative basis.
The arbitration shall be held in the state in which Oraya LLC is organized, or at another mutually agreed location. Alternatively, you may elect to have the arbitration conducted by telephone, by video conference, or based solely on written submissions.
If you initiate arbitration, Oraya will pay all AAA filing fees and arbitrator costs beyond the first $250 (which is your responsibility), unless the arbitrator determines that your claims are frivolous. If Oraya initiates arbitration, Oraya will pay all associated fees and costs. Each party shall bear its own attorneys' fees, unless the arbitrator awards fees to the prevailing party where permitted by applicable law.
YOU AND ORAYA AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, MULTI-PARTY, OR REPRESENTATIVE ACTION OR PROCEEDING.
The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding. If this class action waiver is found to be unenforceable, then the entirety of this arbitration agreement shall be null and void, but the rest of these Terms shall remain in effect.
Notwithstanding the foregoing, either party may:
TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT YOU WILL NOT SEEK, AND YOU WAIVE ANY RIGHT TO SEEK, INJUNCTIVE OR OTHER EQUITABLE RELIEF AGAINST ORAYA OR ANY ORAYA PARTY IN ANY COURT OR TRIBUNAL, INCLUDING BUT NOT LIMITED TO TEMPORARY RESTRAINING ORDERS, PRELIMINARY INJUNCTIONS, OR PERMANENT INJUNCTIONS, EXCEPT THROUGH THE ARBITRATION PROCESS DESCRIBED IN THIS SECTION 17.
This means that you may not seek a court order to shut down, alter, restrain, or otherwise interfere with the operation of the Services, the Website, the App, or any Oraya business activity. Any request for injunctive or equitable relief must be submitted to and decided by the arbitrator in accordance with Section 17.2.
TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND ORAYA WAIVE ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES.
You have the right to opt out of this arbitration agreement by sending written notice of your decision to opt out to: [email protected], or by mailing a signed written notice to Oraya LLC at the address listed in Section 22, within thirty (30) calendar days of your first use of any Oraya Service or the effective date of these Terms, whichever is later.
Your opt-out notice must include your full legal name, email address, mailing address, and a clear statement that you wish to opt out of arbitration with Oraya LLC. Opting out of arbitration will not affect the validity of any other provision of these Terms.
This arbitration agreement shall survive the termination of these Terms, the deletion of your account, the discontinuation of any Oraya Service, or any change in your relationship with Oraya.
These Terms shall be governed by and construed in accordance with the laws of the State of Massachusetts, United States, without regard to its conflict of law principles. For any claims not subject to arbitration, you consent to the exclusive jurisdiction and venue of the state and federal courts located in Middlesex County, Massachusetts.
Oraya reserves the right to modify, amend, or update these Terms at any time in its sole discretion. When we make material changes, we will update the "Effective Date" at the top of these Terms and may notify you through the Services, via email, or through other reasonable means.
Your continued use of any Service after the posting of revised Terms constitutes your acceptance of such changes. If you do not agree to the revised Terms, you must immediately stop using all Services.
It is your responsibility to review these Terms periodically for changes. Changes are effective immediately upon posting unless otherwise stated.
Oraya may suspend or terminate your access to the Services at any time, for any reason or no reason, with or without notice, including but not limited to violation of these Terms. Upon termination, your right to use the Services will immediately cease.
You may terminate your use of the Services at any time by ceasing all use and, if applicable, deleting your account.
The following sections shall survive any termination of these Terms: Sections 3 (Product Classification and Wellness Disclaimer), 6 (Intellectual Property), 7 (User Content and Feedback), 9 (No Reliance), 10 (Disclaimers), 11 (Limitation of Liability and Personal Liability Shield), 12 (Release of Claims), 13 (Indemnification), 14 (Assumption of Risk), 15 (Force Majeure), 16 (Statute of Limitations), 17 (Arbitration), 18 (Governing Law), and this Section 20.
Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, or if modification is not possible, shall be severed, and the remaining provisions shall continue in full force and effect.
Entire Agreement. These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire agreement between you and Oraya regarding the Services and supersede all prior agreements, understandings, and communications.
Waiver. No waiver of any term or condition shall be deemed a further or continuing waiver of such term or any other term. Oraya's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
Assignment. You may not assign or transfer these Terms or any rights hereunder without Oraya's prior written consent. Oraya may assign these Terms without restriction, including in connection with a merger, acquisition, restructuring, or sale of assets.
Headings. Section headings are for convenience only and shall not affect the interpretation of these Terms.
No Third-Party Beneficiaries. These Terms do not create any third-party beneficiary rights, except that: (a) the Oraya Parties are intended third-party beneficiaries of the indemnification, limitation of liability, release, and arbitration provisions; and (b) each Individual Party is an intended third-party beneficiary of the personal liability shield in Section 11.2 and the indemnification provisions in Section 13.
If you have any questions, concerns, or notices regarding these Terms, please contact us at:
Oraya LLC
Email: [email protected]
Website: orayaus.com
Mailing Address: Registered Agents Inc., 82 Wendell Ave, STE 100, Pittsfield, MA 01201