Pavella Terms of Service

SMS Conversational AI Service for Employer-Sponsored Group Health Plans

Effective Date: May 14, 2026

1. Introduction and Role of Pavella

These Terms of Service ("Terms") govern your access to and use of the SMS conversational artificial intelligence service (the "Service") provided by Pavella, Inc., a Delaware corporation ("Pavella," "we," "us," or "our").

Pavella does not operate the Service on its own behalf. Pavella operates the Service as a HIPAA Business Associate of an employer-sponsored group health plan (the "Plan") and on behalf of your employer in its capacity as the Plan Sponsor. The Plan and the Plan Sponsor (collectively, the "Covered Entity") have engaged Pavella under a written Business Associate Agreement ("BAA") to provide communications, education, and enrollment support services to eligible employees and their covered dependents ("Plan Participants").

Because Pavella acts on behalf of the Covered Entity, communications you receive through the Service are sent in furtherance of the Covered Entity's duty to inform Plan Participants about their benefits, as required and contemplated under the Employee Retirement Income Security Act of 1974 ("ERISA"), the Health Insurance Portability and Accountability Act ("HIPAA"), and applicable plan administration obligations.

2. Acceptance of Terms

By participating in the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, please refer to Section 7 (Opt-Out and Eligibility File Management) for information about how to stop receiving SMS communications from the Service.

3. Description of the Service

The Service is a text-based informational service that allows Plan Participants to communicate with an AI-assisted assistant over SMS for the purpose of receiving plan administration information, answering benefits-related questions, and receiving information about programs and resources available through the Plan.

The Service is informational, transactional, and educational in nature. It is not used to send unsolicited commercial advertising, promotional offers from unaffiliated third parties, or bulk message broadcasts unrelated to the Plan.

4. Message Categories

Communications sent through the Service are organized into two distinct categories. Each category has its own consent basis, regulatory framework, and opt-out mechanism, as described below.

4.1 Category 1: Plan Administration Messages

Category 1 messages are communications the Covered Entity is required, expected, or reasonably entitled to send to Plan Participants in connection with the administration of the Plan. Examples include:

Open enrollment opening, deadline, and closing notifications.
Coverage effective date confirmations and changes.
Required notices under ERISA, HIPAA, the Affordable Care Act, and other applicable laws (e.g., Summary of Benefits and Coverage availability, Summary Plan Description updates, COBRA-related notices, qualifying life event prompts).
Premium contribution changes, payroll deduction confirmations, and contribution-related deadlines.
Eligibility status updates, dependent verification reminders, and required action items.
Plan design changes that affect your coverage.
Critical alerts related to your coverage or required participant action.

These messages are sent pursuant to the Covered Entity's duty to inform under ERISA, HIPAA, and applicable plan administration obligations. They are not telemarketing or commercial advertising and are not subject to the prior express written consent requirements under the Telephone Consumer Protection Act ("TCPA") that apply to telemarketing messages. Consent for Category 1 messages is established through the employment relationship and your enrollment in the Plan.

You may opt out of all SMS from this Service at any time by replying STOP to any message. As required by carrier and CTIA messaging rules, SMS opt-out applies universally and includes Category 1 messages. After SMS opt-out, the Plan will continue to satisfy its duty to inform you of required notices through other available channels, including email (if email consent remains active), your employer's benefits portal, and physical mail (the default delivery channel under ERISA). For email opt-out, see Section 7. For full opt-out details, see Section 7.

4.2 Category 2: Optional Program Messages

Category 2 messages are communications about optional programs, voluntary benefits, wellness initiatives, supplemental coverage options, or other resources that may be available to you through the Plan but are not required plan administration communications. Examples include:

Information about a voluntary wellness program for which you may be eligible.
Educational content about a supplemental benefit offering.
Invitations to participate in optional Plan-sponsored programs.

Category 2 messages are sent based on your express consent provided through Plan enrollment documentation. They are subject to standard in-channel opt-out: you may reply STOP to any SMS message at any time, or click the unsubscribe link included in any Category 2 email. As described in Section 7, an SMS STOP applies universally to all Pavella SMS, in both categories, as required by carrier rules. Your Plan coverage is not affected.

5. Consent Framework

Consent to receive electronic communications through the Service, including both SMS text messages and email, is obtained by your employer as part of your employment onboarding and benefits enrollment process. This consent satisfies the requirement of prior express written consent under the Telephone Consumer Protection Act ("TCPA") for SMS, the express opt-in requirements of the CTIA Short Code Monitoring Handbook and the Application-to-Person 10DLC carrier guidelines, and the applicable consent requirements for commercial email communications.

Your employer's enrollment and onboarding documentation includes a clear and conspicuous electronic communications consent disclosure covering both SMS and email channels. The disclosure describes the message types (Category 1 and Category 2 as defined in Section 4), notes that message and data rates may apply to SMS, references these Terms and the Pavella Privacy Policy, and states that consent is not a condition of employment or coverage. By signing or electronically agreeing to that enrollment documentation, you authorize Pavella, acting on behalf of the Covered Entity, to send SMS communications to the mobile phone number on file and email communications to the email address on file.

5.1 Bases of Authority for Pavella Communications

Pavella's authority to send SMS or email communications to you rests on any one of the following three independent foundations:

Employer-Level Express Written Consent. You have provided prior express written consent through your employer's onboarding and enrollment documentation. That consent is captured by your employer's Human Resources (HR) or Benefits team and recorded in the benefits enrollment record they maintain for you (commonly referred to as your 'eligibility file'). Pavella may initiate communications to Plan Participants whose employer record shows active electronic communications consent, without obtaining a separate in-channel double opt-in.
Regulatory Authority for Plan Administration Notices. Category 1 messages (as defined in Section 4.1) are required plan administration communications that the Covered Entity is obligated to deliver to Plan Participants under ERISA, HIPAA, and other applicable plan administration laws. These messages are informational and transactional in nature, not telemarketing, and may be delivered through any reasonable channel available to the Plan Administrator.
Express Consent Captured Through Pavella's Web-Based Consent Flow. If you initiate contact by sending an inbound SMS to Pavella and are not already covered by employer-level consent for the applicable channel, Pavella may respond with a secure link to a Pavella-hosted consent capture page. On that page, you will see the disclosures required by CTIA and Twilio A2P 10DLC messaging rules, and you may affirmatively provide consent to receive SMS communications from the Service. Your consent submission is recorded by Pavella and serves as prior express consent for future SMS communications. See Section 5.4 for details.

These foundations may operate independently or together. They do not override your right to opt out at any time, as described in Section 7.

5.2 Where Your Consent Is Recorded

Your SMS consent and your email consent may be captured and recorded in one of two places, depending on how you provided consent:

Your benefits enrollment record with your employer, if consent was captured through your employer's onboarding or enrollment documentation. This record is maintained by your employer's HR or Benefits team and is sometimes called your 'eligibility file.'
Pavella's own consent records, if consent was captured through the web-based consent flow described in Section 5.4 after you sent an inbound SMS to Pavella.

Pavella will only initiate SMS or email communications to individuals for whom active consent for the applicable channel is recorded in one of the two locations above. Once communications begin, you retain the right to opt out at any time through the procedures described in Section 7. For SMS, this includes a universal in-channel opt-out via STOP, which Pavella honors immediately and which is also enforced at the carrier level under CTIA and Twilio A2P 10DLC rules.

5.3 Voluntary; Not a Condition of Employment or Coverage

Consent to electronic communications is not a condition of employment, of coverage under the Plan, or of the purchase of any product or service. Your decision to provide a mobile phone number, an email address, or to grant SMS or email consent, whether through your employer or through Pavella's web-based consent flow, is voluntary. To change your SMS or email consent status, follow the procedures described in Section 7.

5.4 Inbound-Triggered Web-Based Consent Flow

If you send an inbound SMS to Pavella and your mobile phone number does not already have active SMS consent recorded (either on your benefits enrollment record with your employer or in Pavella's own consent records), Pavella may respond with a courteous message containing a secure link to a Pavella-hosted consent capture page. That responsive message is a reasonable response to your inbound communication and is permitted under CTIA and Twilio A2P 10DLC messaging rules for responding to inbound messages.

The Pavella-hosted consent capture page will display, in a clear and conspicuous manner:

The name of the program ("Pavella SMS Conversational AI Service") and a brief description of the message types you will receive (Category 1 Plan Administration messages and Category 2 Optional Program messages).
A statement that message frequency varies and that message and data rates may apply.
Links to these Terms of Service and to the Pavella Privacy Policy.
Instructions for opting out at any time by replying STOP, and for requesting support by replying HELP.
A statement that consent is not a condition of employment or coverage.
An affirmative consent selection (such as a checkbox that is not pre-selected) that you must actively engage to submit your consent.

When you submit consent through the consent capture page, Pavella records the disclosures shown to you at the time of your submission, the time of your submission, and the consent selection you made. Pavella will then send a confirmation SMS to the mobile phone number associated with your consent submission. That confirmation message serves to verify your mobile phone number, to place a record of the required program disclosures in your SMS thread with Pavella, and to give you an immediate opportunity to reply STOP if the consent was submitted in error.

Once your consent is recorded, Pavella has authority to send SMS communications to your mobile phone number for the purposes described in Section 4, subject to your right to opt out at any time under Section 7.

You represent and warrant that you are the subscriber or customary user of the mobile phone number and email address on file with your employer or provided through Pavella's consent flow, and that you are at least eighteen (18) years of age.

6. SMS Program Disclosures

The following disclosures apply to the Service:

6.1 Program Name

Pavella SMS Conversational AI Service for Employer-Sponsored Group Health Plans.

6.2 Program Description

A conversational AI-assisted text messaging service operated by Pavella as Business Associate of the Plan, providing plan administration information (Category 1) and optional program information (Category 2) to enrolled Plan Participants.

6.3 Message Frequency

Message frequency varies based on user interaction, Plan administration events (such as open enrollment periods, deadline alerts, coverage changes, and required plan notices), and your participation in optional programs. You may receive multiple messages throughout the year as Plan administration events occur. Pavella does not send unsolicited commercial advertising or promotional offers from unaffiliated third parties.

6.4 Message and Data Rates

Message and data rates may apply. Standard messaging rates from your wireless carrier will apply to messages sent to and received from the Service. Pavella does not charge a fee to use the Service. Please contact your wireless carrier for details about your messaging plan.

6.5 HELP Instructions

You may reply HELP to any message at any time to receive support information. You will receive a response containing contact information and a brief description of the Service. You may also contact Pavella directly at support@pavella.io, or contact your employer's Human Resources or Benefits department for Plan-specific questions.

6.6 STOP Instructions (Universal SMS Opt-Out)

You may reply STOP to any SMS message at any time to opt out of all SMS communications from this Service, including both Category 1 and Category 2 messages. After you reply STOP, you will receive one final confirmation message, and no further SMS will be sent to your number. This opt-out is processed immediately and is enforced at the carrier level in accordance with CTIA and Twilio A2P 10DLC messaging requirements. Required plan administration notices will continue to be delivered through other available channels (such as email, your employer's benefits portal, and physical mail) as needed to satisfy the Plan's regulatory duty to inform you.

6.7 Supported Carriers

The Service is supported by major U.S. wireless carriers. Carriers are not liable for delayed or undelivered messages.

7. Opt-Out and Revocation of Consent

You have the right to opt out of SMS communications, email communications, or both, at any time. SMS opt-out is processed in-channel via STOP and is universal. Email opt-out is processed in-channel for Category 2 emails and via your employer's HR or Benefits team for full email revocation. The following procedures apply:

7.1 SMS Opt-Out (Universal via STOP)

Reply STOP to any SMS message at any time to opt out of all SMS communications from this Service. SMS opt-out is universal: it applies to both Category 1 (Plan Administration) and Category 2 (Optional Program) messages and is enforced at the carrier level in accordance with CTIA and Twilio A2P 10DLC messaging requirements.

After you reply STOP, you will receive one final confirmation message and no further SMS will be sent to your number through the Service. Once Pavella receives your STOP, the SMS consent setting on your benefits enrollment record will be updated to reflect your opt-out so that your employer's record stays accurate.

7.2 Email Opt-Out

To opt out of Category 2 (Optional Program) emails only, click the unsubscribe link included in any Category 2 email. The unsubscribe will be processed within a reasonable period.

To opt out of all email communications from the Service, including both Category 1 and Category 2 emails, contact your employer's Human Resources (HR) or Benefits representative and ask them to revoke your email consent on your benefits enrollment record. Once your employer updates your record, Pavella will cease all email communications to your address through the Service.

7.3 The Plan's Duty to Inform Continues Through Other Channels

SMS and email are not required delivery channels under ERISA or HIPAA. The Plan Administrator's default required delivery channel under ERISA is physical mail to the participant's last known address. SMS and email are optional, supplementary channels permitted under the U.S. Department of Labor's electronic delivery safe harbor rules.

If you opt out of one or both electronic channels, the Covered Entity remains obligated to deliver required plan administration notices to you and will continue to do so through other operative channels, including (a) physical mail (the default channel under ERISA), (b) the remaining operative electronic channel (if you have opted out of one but not the other), and (c) your employer's benefits portal or other reasonable channels available to the Plan Administrator. Your right to opt out of SMS or email does not impair the Plan's ability to satisfy its regulatory duty to inform you through these other channels.

7.4 Coverage and Employment Unaffected

Opting out of SMS or email, in any direction, does not affect your eligibility for, enrollment in, or rights under the Plan, and does not affect your employment status.

8. AI-Generated Responses

You acknowledge and agree that responses you receive through the Service may be generated by automated artificial intelligence systems. Pavella works to ensure that AI-generated responses are accurate and helpful. However, AI-generated messages may contain errors, may not reflect the most current Plan information, and should not be relied upon as medical, legal, financial, or tax advice.

For decisions related to your health, your Plan coverage, or any matter requiring personalized professional guidance, please consult a qualified human professional or contact your employer's Human Resources or Benefits department or Pavella directly through the channels listed in Section 16.

9. Regulatory Framework

The Service operates within the following federal regulatory framework:

HIPAA (Health Insurance Portability and Accountability Act): Pavella acts as a HIPAA Business Associate of the Covered Entity. Protected Health Information transmitted through the Service is handled in accordance with HIPAA's Privacy Rule and Security Rule and the terms of the Business Associate Agreement between Pavella and the Covered Entity.
ERISA (Employee Retirement Income Security Act): Category 1 messages support the Plan Administrator's and Plan Sponsor's duty to inform Plan Participants under ERISA and related Department of Labor regulations.
TCPA (Telephone Consumer Protection Act): Pavella operates the Service consistent with the TCPA. Category 1 messages are informational communications from an established relationship party (the Covered Entity) and are not telemarketing. Category 2 messages are sent based on prior express consent obtained through Plan enrollment documentation.
CTIA / A2P 10DLC Carrier Guidelines: The Service complies with the Cellular Telecommunications Industry Association Short Code Monitoring Handbook and the Application-to-Person 10DLC messaging requirements of major U.S. wireless carriers.

10. User Responsibilities and Acceptable Use

When using the Service, you agree to the following:

Provide accurate and truthful information.
Use the Service only for lawful purposes related to your participation in the Plan.
Not transmit content that is unlawful, harassing, abusive, defamatory, obscene, or otherwise objectionable.
Not attempt to interfere with, disrupt, reverse engineer, or gain unauthorized access to the Service.
Not impersonate another person or misrepresent your affiliation with any person or entity.
Notify your employer's Human Resources (HR) or Benefits representative promptly if your mobile phone number or email address changes so your benefits enrollment record can be updated.

11. Privacy and Information Handling

Pavella collects, uses, and protects information transmitted through the Service in accordance with the Pavella Privacy Policy applicable to your Plan, the Business Associate Agreement between Pavella and the Covered Entity, and applicable law including HIPAA. A copy of the Pavella Privacy Policy applicable to your Plan is available upon request from your employer's Human Resources or Benefits department.

Mobile information, including your phone number and the content of your messages, will not be shared with third parties or affiliates for marketing or promotional purposes. Information sharing is limited to (a) the Covered Entity, (b) subcontractors and service providers reasonably necessary to support and deliver the Service under appropriate contractual safeguards, and (c) as required by law.

12. Service Availability and Disclaimers

The Service is provided on an "as is" and "as available" basis. Pavella does not guarantee that the Service will be uninterrupted, error-free, secure, or continuously available. SMS message delivery depends on the availability of wireless carrier networks, which are outside of Pavella's control.

Pavella makes no warranties, express or implied, regarding the accuracy, reliability, completeness, or timeliness of any response provided through the Service. AI-generated content is informational only and is not a substitute for advice from a licensed professional or for official Plan documents. In the event of any conflict between an AI-generated response and the official Plan documents (such as the Summary Plan Description or insurance certificate), the official Plan documents control.

13. Limitation of Liability

To the maximum extent permitted by applicable law, Pavella and its officers, directors, employees, contractors, affiliates, and agents shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or related to your use of the Service, including but not limited to damages for loss of data, missed messages, delayed delivery, or AI-generated content errors, even if Pavella has been advised of the possibility of such damages.

In no event shall Pavella's total aggregate liability arising out of or related to these Terms or the Service exceed one hundred U.S. dollars ($100.00).

13.1 Exceptions to the Limitations

The exclusions and limitations set forth in this Section 13 do not apply to, and shall not limit, any liability arising out of or related to:

Pavella's indemnification obligations under these Terms;
Any breach by Pavella of its confidentiality obligations, its obligations under the Health Insurance Portability and Accountability Act, or its obligations under the Business Associate Agreement between Pavella and the Covered Entity;
Pavella's gross negligence, willful misconduct, or fraud; or
Pavella's infringement of a third party's intellectual property rights.

For clarity, the exceptions in this Section 13.1 are intended to preserve remedies for the most serious categories of conduct and to ensure that obligations regarding Protected Health Information are not capped by the foregoing limitations.

13.2 Jurisdictional Limits

Some jurisdictions do not allow the exclusion or limitation of certain damages. To the extent any provision of this Section 13 is prohibited by applicable law, that provision shall be enforced to the maximum extent permitted, and the remaining provisions shall remain in full force and effect.

14. Indemnification

You agree to indemnify, defend, and hold harmless Pavella and its officers, directors, employees, contractors, affiliates, and agents from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or related to your misuse of the Service or your violation of these Terms or any applicable law.

15. Modification of Terms

Pavella reserves the right to modify these Terms at any time. When material changes are made, the Effective Date at the top of this document will be updated and, where appropriate, enrolled Plan Participants will be notified through the Service or by other reasonable means. Continued participation in the Service after the updated Effective Date constitutes acceptance of the revised Terms.

16. Contact Information

For questions about these Terms, the Service, or your participation:

Pavella, Inc.

Mailing Address: 10364 Highland Dr, Brecksville, OH 44141

Email: support@pavella.io

Website: https://www.pavella.io

For Plan-specific questions, including questions about your coverage, eligibility, or to update your communication preferences on file, please contact your employer's Human Resources or Benefits department.

17. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Ohio, without regard to its conflict of laws principles. Any dispute arising out of or related to these Terms or the Service shall be resolved in the state or federal courts located in Cuyahoga County, Ohio, and you consent to the exclusive jurisdiction and venue of such courts.

18. Entire Agreement and Severability

These Terms, together with the Pavella Privacy Policy and the Business Associate Agreement between Pavella and the Covered Entity, constitute the entire agreement between you and Pavella regarding the Service. If any provision is found to be unenforceable, the remaining provisions shall remain in full force and effect.

End of Terms of Service