Terms of Service

1.1. Services.

The “Services” means, collectively, (a) Company’s websites and other web-based properties (collectively, the “Websites”); (b) Company’s artificial intelligence-powered clinical decision-support platform and all related software, applications, features, functionality, tools, products, integrations, application programming interfaces, and services made available by Company; (c) any portals, dashboards, mobile applications, browser-based applications, or other digital properties owned or controlled by Company; (d) Company’s SMS, text messaging, and other electronic messaging services; (e) all documentation, materials, reports, content, and support services provided in connection with any of the foregoing (“Documentation”); and (f) any updates, upgrades, enhancements, modifications, or new features or functionality that Company makes available in connection with any of the foregoing.

The Services include both Services made generally available through the Websites and those provided to Customer pursuant to an applicable SLA.

1.2. Service Delivery.

Company is responsible for service delivery, including implementation, system configuration, onboarding and training of Authorized Users, ongoing technical support, and all service-level and other obligations expressly set forth in the applicable SLA and these Terms.

1.3. Order of Precedence.

The applicable SLA sets forth the customer-specific terms governing Customer’s subscription to the Services, including the applicable Subscription Term, Fees, and service-level commitments. Except as otherwise expressly provided in the SLA, these Terms govern Customer’s access to and use of the Services.

In the event of any conflict between these Terms and the applicable SLA, the SLA will control. The BAA executed between Company and Customer will control over both these Terms and the SLA with respect to Protected Health Information, as defined under HIPAA.

2.1. License Grant.

Subject to the terms and conditions of this Agreement and Customer’s timely payment of all applicable Fees, Company grants Customer a non-exclusive, non-transferable, non-sublicensable license to access and use the Services solely for Customer’s internal business purposes during the term set forth in the applicable SLA (“Subscription Term”). Company will provide Customer with the credentials and technical access necessary to allow Customer and its Authorized Users to access the Services.

2.2. Authorized Users.

Customer may permit its employees and authorized contractors (“Authorized Users”) to access and use the Services in accordance with this Agreement. Customer is responsible for all acts and omissions of its Authorized Users in connection with the Services. Customer will ensure that each Authorized User completes any required orientation or acknowledgment presented within the Services prior to first use.

Customer is responsible for maintaining the confidentiality of all account credentials associated with its use of the Services and for all activities occurring through its accounts. Customer will promptly notify Company if Customer knows or reasonably suspects that any account or credential has been compromised or used without authorization.

2.3. Restrictions.

Customer will not, and will not permit any Authorized User or other party to:

• sublicense, sell, resell, transfer, distribute, or otherwise make the Services available to any third party other than Authorized Users;
• reverse engineer, decompile, disassemble, or attempt to derive or determine the source code, algorithms, or underlying ideas of the Services;
• modify, copy, or create derivative works based on the Services or Documentation;
• access or use the Services to build, train, benchmark, or improve any artificial intelligence model, competing product, or competing service;
• use the Services in any manner inconsistent with applicable law or this Agreement;
• remove, obscure, or alter any proprietary notices or labels on the Services;
• use the Services in connection with any time-critical or mission-critical function for which software failure could result in direct harm to individuals;
• interfere with or disrupt the integrity, operation, or performance of the Services or any systems or networks connected to the Services; or
• attempt to gain unauthorized access to the Services or any related systems, networks, accounts, or data.

2.4. Age Eligibility.

The Services are intended solely for use by individuals who are eighteen (18) years of age or older. You may not access or use the Services if you are under eighteen (18) years of age. By accessing or using the Services, you represent and warrant that you are at least eighteen (18) years old.

The Services are not directed to children under thirteen (13) years of age, and Company does not knowingly collect personal information directly from children under thirteen (13). If Company learns that it has collected personal information directly from a child under thirteen (13) in a manner subject to the Children’s Online Privacy Protection Act without legally sufficient authorization, Company will take appropriate steps to delete such information as required by applicable law.

3.1. AI Output Not a Substitute for Clinical Judgment.

CUSTOMER ACKNOWLEDGES AND AGREES THAT CERTAIN SERVICES USE ARTIFICIAL INTELLIGENCE TO ASSIST WITH CLINICAL DECISION SUPPORT AND WORKFLOW AND THAT ALL AI-GENERATED OUTPUTS, SUGGESTIONS, SUMMARIES, AND OTHER CONTENT (“AI OUTPUT”) ARE TOOLS TO SUPPORT, AND NOT REPLACE, THE INDEPENDENT CLINICAL JUDGMENT OF LICENSED HEALTHCARE PROFESSIONALS. COMPANY DOES NOT PRACTICE MEDICINE, DOES NOT PROVIDE MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT, AND DOES NOT INTERFERE WITH THE PRACTICE OF MEDICINE OR ANY OTHER LICENSED PROFESSION.

3.2. Clinician Responsibility.

Customer accepts full responsibility for ensuring that all AI Output is reviewed, verified, and approved by a qualified, licensed clinical professional prior to inclusion in any patient record, submission to any payer, or use in any clinical decision. Customer acknowledges that:

• AI Output may contain errors, omissions, or inaccuracies and must be reviewed by a licensed clinician before use;
• the clinical professional reviewing and using any AI Output generated using the Services is solely responsible for the accuracy, completeness, and appropriateness of any resulting clinical documentation or decision;
• the Services do not guarantee that AI Output will satisfy any specific clinical, regulatory, or payer requirement;
• Customer is responsible for providing adequate training to all Authorized Users on the capabilities and limitations of the Services prior to clinical use; and
• Customer will implement and maintain appropriate procedures to verify that AI Output is accurate and complete before it is relied upon or incorporated into Customer’s records.

3.3. Emergency Situations.

THE SERVICES ARE NOT DESIGNED, TESTED, OR INTENDED FOR USE IN MEDICAL EMERGENCIES OR OTHER TIME-CRITICAL CLINICAL SITUATIONS. CUSTOMER AGREES THAT THE SERVICES WILL NOT BE USED AS A PRIMARY OR SOLE CLINICAL DECISION-SUPPORT TOOL IN EMERGENCY SITUATIONS. CUSTOMER MUST ENSURE THAT ALL AUTHORIZED USERS RETAIN THE ABILITY TO OVERRIDE, DISREGARD, OR BYPASS AI OUTPUT AT ANY TIME IN THE EXERCISE OF THEIR INDEPENDENT CLINICAL JUDGMENT.

3.4. Regulatory Compliance.

Customer is solely responsible for ensuring that its use of the Services complies with all applicable federal, state, and local laws and regulations governing the delivery of healthcare services, clinical documentation, medical recordkeeping, patient privacy, and the use of artificial intelligence in clinical settings. Company makes no representation or warranty that the Services satisfy any specific federal, state, or local jurisdictional requirement for the provision of medical services or clinical decision support, except as expressly set forth in the applicable Documentation for specific features of the Services.

4.1. Customer Data Ownership.

All right, title, and interest in Customer Data belongs to and is retained solely by Customer. “Customer Data” means all data, records, and information submitted to, processed by, or generated from the Services by Customer or its Authorized Users, including Protected Health Information. Nothing in this Agreement transfers any rights in Customer Data to Company except as expressly set forth herein.

4.2. License to Use Customer Data.

Customer grants Company a limited, non-exclusive, non-transferable license to access, process, and use Customer Data solely as necessary to provide the Services and fulfill Company’s obligations under this Agreement and the BAA.

Customer represents and warrants that it owns Customer Data or otherwise possesses all rights, authorizations, consents, and permissions necessary to provide Customer Data to Company and to permit Company to access, process, and use Customer Data as contemplated by this Agreement.

4.3. De-Identified and Aggregated Data.

Notwithstanding Section 4.1, Company may generate, use, and commercialize De-Identified and Aggregated Data derived from Customer Data. “De-Identified and Aggregated Data” means data that (a) has been de-identified in accordance with the HIPAA Safe Harbor method, 45 C.F.R. § 164.514(b)(2), or Expert Determination method, 45 C.F.R. § 164.514(b)(1), such that it cannot reasonably identify Customer, any Authorized User, or any individual, and (b) has been combined or aggregated with data from other sources.

Company will: (i) implement and maintain appropriate technical and organizational safeguards to prevent re-identification; (ii) not attempt to re-identify De-Identified and Aggregated Data; and (iii) not use De-Identified and Aggregated Data in any manner that violates applicable law. De-Identified and Aggregated Data may be used for analytics, benchmarking, research, product development, and other lawful commercial purposes. De-Identified and Aggregated Data is not Customer Data. Company owns all right, title, and interest in and to the De-Identified and Aggregated Data and may use and share it for any purposes permitted under applicable law.

4.4. Business Associate Agreement.

The Services involve access to and processing of Protected Health Information. Customer is required to execute Company’s BAA prior to first accessing any portion of the Services involving Protected Health Information or providing any Protected Health Information to Company. Company will provide the BAA for execution as part of the subscription process. The BAA is incorporated into this Agreement by reference upon execution. Company may withhold or suspend access to Services involving Protected Health Information until a fully executed BAA is in place. In the event of a conflict between these Terms and the BAA with respect to Protected Health Information, the BAA will control.

4.5. CCPA.

With respect to the California Consumer Privacy Act, as amended (“CCPA”), Company is a Service Provider to Customer with respect to Personal Information. Company will not (a) Sell Personal Information, or (b) retain, use, or disclose any Personal Information for any purpose other than the specific purpose of providing the Services, including retaining, using, or disclosing Personal Information for a Commercial Purpose outside the direct business relationship between Company and Customer. The terms “Commercial Purpose,” “Personal Information,” “Sell,” and “Service Provider” have the meanings set forth in the CCPA.

4.6. Publicity.

Customer grants Company a limited, non-exclusive, non-transferable, royalty-free license to use Customer’s name and logo solely to identify Customer as a client in Company’s marketing and promotional materials. Company will obtain Customer’s prior written approval before publishing any case study, testimonial, or press release that quotes or specifically attributes content to Customer. Customer may revoke general name or logo use at any time by written notice to Company, in which case Company will cease such use within thirty (30) days.

5.1. Security Program.

Company will maintain a comprehensive data security program that includes administrative, physical, and technical safeguards designed to ensure the confidentiality, integrity, security, and availability of Customer Data (“Security Program”). The Security Program will comply with applicable HIPAA Security Rule requirements, 45 C.F.R. Parts 160–164, Subpart C, and be consistent with industry-standard practices for healthcare software services.

Without limiting the foregoing, the Security Program includes encryption of Customer Data using AES-256 or equivalent at rest and TLS 1.2 or higher in transit, multi-factor authentication for administrative and remote access to systems processing Customer Data, annual security-awareness training for personnel with access to Customer Data, and annual testing of Company’s incident-response plan. Company will not materially decrease the overall security of the Services during the Subscription Term.

5.2. Data Centers and Backup.

Company will ensure that all Customer Data is stored and processed on servers located within the United States, using commercially available cloud infrastructure that provides geographic redundancy and high availability in accordance with the provider’s enterprise-grade service commitments.

5.3. Breach Notification.

Company will notify Customer within seventy-two (72) hours of discovering a security incident that has resulted in, or may reasonably result in, unauthorized access to, use of, or disclosure of Customer Data. Such notification will include, to the extent known at the time: (a) a description of the nature of the incident; (b) the categories of Customer Data affected; (c) measures taken or proposed to address the incident; and (d) a designated contact for further information. Company will provide prompt supplemental notice as additional information becomes available. Notification under this Section is in addition to, and does not replace, any Protected Health Information breach-notification obligations under the BAA.

5.4. Security Audit.

Company will conduct formal information-security risk assessments and network penetration tests at least bi-annually. Company will also engage an independent third party to conduct a security audit (SOC 2 Type II or equivalent) no less than annually. Company will provide Customer with a summary of audit findings upon written request, subject to reasonable confidentiality protections. Company will promptly remediate any material deficiencies identified.

6.1. Company Ownership.

The Services, all underlying software, artificial intelligence models, training data, algorithms, Documentation, and all improvements, enhancements, modifications, and derivative works thereof are and remain the sole and exclusive property of Company (“Company IP”). This Agreement does not transfer any ownership interest in any Company IP to Customer. Customer’s rights are limited to the license expressly granted in Section 2.1.

6.2. Feedback License.

Customer hereby grants Company a non-exclusive, worldwide, perpetual, irrevocable, royalty-free license to use any feedback, suggestions, ideas, or evaluations provided by Customer or its Authorized Users regarding the Services (“Feedback”) for any purpose, including product development and improvement, without obligation of compensation or attribution.

6.3. Third-Party Components and Services.

The Services may incorporate third-party or open-source software components, which are subject to their respective license terms. Company will make a list of material third-party components available to Customer upon written request.

The Services also rely on or integrate with third-party service providers, including cloud infrastructure providers, artificial intelligence model providers, and electronic health record systems (“Third-Party Services”). Company does not control Third-Party Services and is not responsible for their availability, performance, accuracy, or security. Company will not be liable for any failure, interruption, degradation, or unavailability of the Services to the extent caused by a Third-Party Service. Company will use commercially reasonable efforts to select reputable Third-Party Service providers and to notify Customer of any material Third-Party Service disruption that affects the Services.

7.1. Service Levels.

Company will provide the applicable subscription-based Services in accordance with the availability, maintenance, support, response-time, resolution-time, and other service-level commitments set forth in the applicable SLA.

7.2. Service Credits.

To the extent the applicable SLA provides service credits for failure to satisfy a service-level commitment (“Service Credits”), such Service Credits will be Customer’s sole and exclusive remedy for the applicable service-level failure, except as otherwise expressly provided in the SLA.

7.3. Suspension and Discontinuation.

Company reserves the right to suspend or discontinue the Services, or any feature or component thereof, at any time (a) to comply with applicable law or regulatory requirements, (b) to address a material security vulnerability or risk to Company’s systems or other customers, or (c) upon at least ninety (90) days’ prior written notice for any other reason. In the event of a planned discontinuation of subscription-based Services, Company will use commercially reasonable efforts to provide Customer with an opportunity to export Customer Data prior to the effective date.

8.1. Limited Warranty.

Company warrants that during the Subscription Term: (a) this Agreement accurately describes the administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer Data; (b) Company will not materially decrease the overall security of the Services; (c) the applicable subscription-based Services will perform materially in accordance with the applicable Documentation; and (d) Company will not materially decrease the overall functionality of the applicable subscription-based Services without written notice to Customer.

8.2. Exclusive Remedy.

If Company breaches the limited warranty in Section 8.1, Customer’s sole and exclusive remedy is for Company to use commercially reasonable efforts to correct the non-conformity within thirty (30) days of receiving written notice describing the issue in reasonable detail. Nothing in this Section limits either party’s right to terminate for material breach under Section 11.2.

8.3. Disclaimer.

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.1, THE SERVICES AND ALL RELATED DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, OR COURSE OF DEALING. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ALL DEFECTS CAN BE CORRECTED, OR THAT AI OUTPUT WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR CLINICAL PURPOSE.

8.4. Medical Practice Disclaimer.

COMPANY DOES NOT PRACTICE MEDICINE, PROVIDE MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT, OR ENGAGE IN THE PRACTICE OF ANY OTHER LICENSED HEALTHCARE PROFESSION. THE SERVICES ARE TECHNOLOGY TOOLS DESIGNED TO ASSIST LICENSED HEALTHCARE PROFESSIONALS WITH CLINICAL DECISION SUPPORT AND RELATED WORKFLOW TASKS. COMPANY MAKES NO REPRESENTATION OR WARRANTY THAT AI OUTPUT GENERATED BY THE SERVICES WILL MEET ANY STATE OR FEDERAL CLINICAL REQUIREMENT OR STANDARD OF CARE.

9.1. Damages Waiver.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY NOR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS INTERRUPTION, OR LOSS OR CORRUPTION OF DATA (EXCEPT TO THE EXTENT RESULTING FROM A PARTY’S BREACH OF ITS DATA SECURITY OR PRIVACY OBLIGATIONS UNDER THIS AGREEMENT), ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2. General Liability Cap.

EXCEPT AS SET FORTH IN SECTION 9.3, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO COMPANY FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR THE AVOIDANCE OF DOUBT, LIABILITY UNDER THIS AGREEMENT IS LIMITED TO DIRECT DAMAGES ONLY.

9.3. Super Cap.

THE LIMITATION SET FORTH IN SECTION 9.2 WILL NOT APPLY TO THE FOLLOWING, FOR WHICH EACH PARTY’S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED THE GREATER OF (A) TWO (2) TIMES THE FEES PAID OR PAYABLE BY CUSTOMER TO COMPANY FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) THE AMOUNTS RECOVERABLE UNDER COMPANY’S APPLICABLE CYBER LIABILITY INSURANCE POLICY: (a) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT; (b) COMPANY’S BREACH OF ITS SECURITY AND PRIVACY OBLIGATIONS UNDER AN APPLICABLE BAA; OR (c) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10.

9.4. Unlimited Liability.

Nothing in this Agreement will limit or exclude a party’s liability for fraud or willful misconduct.

9.5. Allocation of Risk.

THE PARTIES ACKNOWLEDGE THAT THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS SECTION 9 AND THAT THIS SECTION 9 IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

9.6. Insurance Alignment.

Nothing in this Agreement requires Company to obtain or maintain insurance coverage in excess of commercially reasonable limits for companies of similar size and risk profile.

10.1. By Company.

• IP Indemnity. Company will, at its expense, defend Customer and its affiliates and their respective officers, directors, and employees (“Customer Indemnified Parties”) from and against any third-party claim alleging that the Services, as provided by Company and used by Customer in accordance with this Agreement, directly infringe a United States copyright, patent, or trademark or misappropriate a trade secret, and will pay damages finally awarded or amounts agreed in settlement. Company’s obligations under this Section 10.1(a) are conditioned upon Customer promptly ceasing use of the allegedly infringing Services upon notice and complying with Company’s reasonable mitigation instructions.
• BAA Indemnity. Company will defend and indemnify Customer Indemnified Parties from and against third-party claims to the extent directly caused by Company’s material breach of its obligations under an applicable BAA. THIS SECTION 10.1(b) STATES COMPANY’S SOLE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY WITH RESPECT TO THIRD-PARTY CLAIMS ARISING FROM COMPANY’S BREACH OF AN APPLICABLE BAA.
• Exclusions. Company’s obligations under this Section 10.1 do not apply to claims arising from: (i) Customer Data, Customer prompts, or other materials provided by Customer or Authorized Users; (ii) AI Output or the use of AI Output, except to the extent the alleged infringement is caused solely by Company Materials and not by Customer Data, prompts, or instructions; (iii) use of the Services in combination with software, hardware, systems, or data not provided by Company, where the alleged infringement relates to such combination; (iv) modification of the Services other than by Company; (v) use of the Services other than as authorized by this Agreement or the Documentation; (vi) failure to implement updates made available by Company; (vii) clinical decisions, medical judgments, documentation determinations, coding decisions, reimbursement submissions, or other professional determinations made by Customer or its personnel; or (viii) Customer’s violation of applicable law.
• Mitigation. If the Services become, or in Company’s reasonable determination are likely to become, the subject of a claim described in Section 10.1(a), Company may, at its option and expense: (i) obtain the right for Customer to continue using the Services; (ii) modify or replace the affected portion of the Services to make them non-infringing while maintaining materially equivalent functionality; or (iii) if neither option is reasonably available, terminate the affected portion of the Services and refund prepaid fees for the unused portion of the applicable Subscription Term.
• Sole Remedy. THIS SECTION 10.1 STATES COMPANY’S ENTIRE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO THIRD-PARTY INTELLECTUAL PROPERTY CLAIMS.

10.2. By Customer.

Customer will defend, indemnify, and hold harmless Company and its affiliates and their respective officers, directors, and employees (“Company Indemnified Parties”) from and against any third-party claims to the extent arising from: (a) Customer Data or Customer prompts, except to the extent such claim is caused by Company’s breach of this Agreement or the BAA; (b) Customer’s use of AI Output; (c) clinical decisions, medical judgments, documentation determinations, coding decisions, reimbursement submissions, or other professional determinations made by Customer or its personnel; (d) Customer’s violation of applicable federal, state, or local law or regulatory requirements; or (e) Customer’s use of the Services other than in accordance with this Agreement or the Documentation.

10.3. Procedures.

The indemnified party must promptly notify the indemnifying party in writing of any claim for which indemnification is sought, provided that failure to provide prompt notice will relieve the indemnifying party of its obligations only to the extent materially prejudiced. The indemnifying party will have sole control of the defense and settlement of the claim, provided that the indemnifying party may not settle any claim in a manner that: (a) admits liability on behalf of the indemnified party; (b) imposes injunctive or other non-monetary relief on the indemnified party; or (c) requires payment by the indemnified party, without the indemnified party’s prior written consent, not to be unreasonably withheld. The indemnified party may participate in the defense at its own expense.

11.1. Term.

These Terms are effective upon Customer’s acceptance of these Terms or first access to or use of the Services and continue for so long as Customer accesses or uses any Services. With respect to Services provided pursuant to an SLA, Customer’s right to access and use those Services continues for the Subscription Term set forth in the applicable SLA.

11.2. Termination for Cause.

Either party may terminate an applicable SLA upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach in reasonable detail; provided, however, that if a breach is not capable of cure, termination may be effective upon notice.

Company may also suspend or terminate Customer’s access to the Services immediately upon notice if Customer uses the Services (a) in a manner that poses a material security risk or legal liability to Company or its other customers, or (b) in violation of applicable law or regulation governing the use of artificial intelligence in clinical settings.

11.3. Effect of Termination.

Upon expiration or termination of Customer’s applicable Subscription Term: (a) all licenses granted with respect to the applicable subscription-based Services immediately terminate and Customer will cease use of those Services; (b) each party will securely erase or return the other party’s Confidential Information within thirty (30) days, except to the extent retention is required by applicable law or the BAA; and (c) Company will make Customer Data available for export in an industry-standard format for a period of thirty (30) days following termination, after which Company may delete Customer Data in accordance with the BAA and applicable law.

11.4. Survival.

Sections 1.3 (Order of Precedence), 3 (Clinical Responsibility), 4.3 (De-Identified and Aggregated Data), 4.5 (CCPA), 6 (Intellectual Property), 9 (Limitation of Liability), 10 (Indemnification), 11.3 (Effect of Termination), and 13 (Miscellaneous), together with any other provisions that by their nature should survive, survive expiration or termination of this Agreement.

13.1. Governing Law and Dispute Resolution.

These Terms and the Agreement are governed by the laws of the State of Montana without regard to its conflict-of-laws principles. Any dispute arising under or relating to this Agreement will be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, in Missoula, Montana. An arbitration award may be confirmed in any court of competent jurisdiction.

13.2. Changes to Terms.

Company may update or modify these Terms from time to time to reflect changes in applicable law, the Services, or industry practices. Company will provide at least thirty (30) days’ advance notice of material changes by email, through the Services, or by posting the updated Terms on Company’s Website. Continued use of the Services after the effective date of any change constitutes Customer’s acceptance of the updated Terms. If Customer reasonably believes a change materially and adversely affects its rights, Customer may notify Company in writing within the thirty (30)-day notice period and the parties will work in good faith to resolve the concern.

13.3. Taxes.

Fees for the Services are exclusive of all taxes, levies, duties, tariffs, and similar governmental assessments, including sales, use, and value-added taxes (“Taxes”). Customer is responsible for all Taxes associated with its use of the Services, except for taxes assessed on Company’s net income.

13.4. Assignment.

Neither party may assign, subcontract, delegate, or otherwise transfer its rights or obligations under this Agreement without the prior written consent of the other party; provided, however, that either party may assign this Agreement without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets to a non-competitor, provided the assignee assumes all obligations hereunder. Any purported assignment in violation of this Section is null and void. This Agreement binds and inures to the benefit of the parties and their respective permitted successors and assigns.

13.5. Non-Solicitation.

During the Subscription Term and for a period of twelve (12) months following expiration or termination of the applicable SLA, neither party will, directly or indirectly, solicit for employment or engagement any employee or contractor of the other party who was involved in the performance or receipt of Services under this Agreement, without prior written consent. This restriction does not apply to individuals who respond to a general advertisement or job posting not specifically targeted at the other party’s personnel.

13.6. Export Control.

The Services may be subject to U.S. export-control laws and regulations. Customer will not use or export the Services in violation of applicable U.S. export laws or regulations, including by providing access to any individual or entity on an applicable restricted-party list or in an embargoed or sanctioned jurisdiction. Customer will comply with all applicable export-control laws and obtain any required licenses or governmental approvals.

13.7. Force Majeure.

Neither party will be in breach of this Agreement for any delay or failure in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemic, governmental orders, labor disputes, or failures of third-party telecommunications or cloud infrastructure, provided that the affected party (a) provides prompt written notice to the other party and (b) uses reasonable efforts to resume performance as soon as practicable. Payment obligations are not excused by force majeure events.

13.8. Notices.

Notices under this Agreement may be delivered by email, with confirmation of receipt, for routine matters. Notices relating to breach, termination, or indemnification must be delivered in writing by nationally recognized overnight courier or certified mail, return receipt requested, to the address set forth in the applicable SLA or to such other address as a party designates by notice.

13.9. Severability and Waiver.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable. Any waiver of a provision of this Agreement must be in writing. Failure to enforce any provision on one occasion does not constitute a waiver of that provision or any other provision.

13.10. Independent Contractors.

The parties are independent contractors. Nothing in this Agreement creates or will be construed to create any partnership, joint venture, agency, franchise, fiduciary, employment, or other relationship between the parties, and neither party has authority to bind the other except as expressly agreed in writing.

13.11. No Third-Party Beneficiaries.

This Agreement is entered into solely for the benefit of Company and Customer and their respective permitted successors and assigns. Except for the indemnified parties expressly identified in Section 10, nothing in this Agreement confers any right, benefit, or remedy upon any other person or entity.

13.12. Entire Agreement.

These Terms, together with the applicable SLA and BAA, constitute the entire agreement between Company and Customer with respect to the Services and supersede all prior discussions, negotiations, representations, or agreements relating to the subject matter hereof. No modification of these Terms is effective except as provided in Section 13.2 or as otherwise agreed in writing by the parties.