Clinia General Terms of Service

These Clinia General Terms of Service, together with any applicable Order Form, Product Schedule, DPA, and any other document expressly incorporated by reference, form the agreement between Clinia and Customer for the Services.

These Terms apply to Clinia’s paid Services. They do not govern Free Services, which are governed by separate Free Terms, or general use of Clinia’s public website, marketing site, cookie notices, or public website privacy terms.

1. Agreement

1.1. Parties

This Agreement is entered into between Clinia Health Inc. (“Clinia”) and the entity identified in the applicable Order Form or otherwise approved by Clinia to access or use the Services (“Customer”). Clinia and Customer are each a “Party” and together the “Parties.”

1.2. Agreement documents

The Agreement consists of:

(a) the applicable Order Form;

(b) any applicable Product Schedule or deployment-specific schedule;

(c) any applicable Service Level Agreement;

(d) the DPA, where Clinia processes Personal Information on behalf of Customer; and

(e) these General Terms.

The Agreement also includes any other document expressly incorporated by reference.

1.3. Effective date

The Agreement becomes effective on the earliest of:

(a) the effective date stated in the applicable Order Form;

(b) Customer’s acceptance of these Terms through an ordering, onboarding, signup, service selection, click-wrap, or other process approved by Clinia; or

(c) Customer’s access to or use of the Services after these Terms are made available to Customer.

1.4. Order of precedence

If there is a conflict between the documents forming the Agreement, the following order applies, but only to the extent of the conflict:

(a) the applicable Order Form;

(b) the applicable Product Schedule or deployment-specific schedule;

(c) any applicable Service Level Agreement, but only for service and support levels;

(d) the DPA, but only for the processing of Personal Information; and

(e) these General Terms;

Later-executed documents control over earlier documents only where they expressly state that they amend or override the earlier document.

1.5. Definitions

Capitalized terms used and not otherwise defined in this Agreement have the meaning given to them in Schedule 1 below.

2. Services

2.1. Services provided

Clinia will provide the Services identified in the applicable Order Form in accordance with the Agreement, Documentation, and any applicable Product Schedule.

2.2. Product-specific terms

Certain Services may be subject to Product Schedules. Product Schedules may address deployment model, infrastructure ownership, support boundaries, data handling, security responsibilities, implementation requirements, usage limits, technical dependencies, service commitments, and other product-specific or deployment-specific terms.

2.3. Service changes

Clinia may update, enhance, modify, or replace components of the Services from time to time to maintain, improve, secure, or support the Services. Clinia will not materially reduce the core functionality of the Services purchased by Customer during an active Subscription Term, except where reasonably necessary for legal, security, technical, operational, or third-party dependency reasons. Clinia will provide reasonable notice of material changes through the Services, a status or update page, or other reasonable means.

2.4. Professional Services

If Clinia provides Professional Services, those services will be described in an Order Form or statement of work.

The applicable Order Form or statement of work will describe, as applicable, the scope, fees, deliverables, timelines, and any terms specific to those services.

Unless expressly stated otherwise, Professional Services do not transfer ownership of Clinia Technology or any other Clinia intellectual property.

3. Access and Use Rights

3.1. Access rights

Subject to this Agreement and the applicable Order Form, Clinia grants Customer a limited, non-exclusive, non-transferable, non-sublicensable (except as expressly set out in this Section 3.1) right, during the applicable Subscription Term, to:

(a) access and use the Services identified in the applicable Order Form for Customer's internal business purposes;

(b) where authorized under the applicable Order Form, Documentation, or Product Schedule, integrate and incorporate the Services into Customer Applications, in accordance with the Agreement; and

(c) make the Services available to End Users, solely to the extent the Services are integrated into and accessed through Customer Applications, and solely in connection with Customer's provision of Customer Applications to those End Users.

Customer may permit Authorized Users to access and use the Services on Customer’s behalf in accordance with this Agreement.

Customer’s access and use rights are conditional on Customer’s compliance with this Agreement and payment of applicable Fees.

3.2. Customer Applications

Where authorized under the applicable Order Form, Documentation, or Product Schedule, Customer may use the Services with Customer Applications.

Customer is responsible for Customer Applications and for ensuring that Customer Applications use the Services in a manner consistent with the Agreement.

3.3. Restrictions

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

(a) copy, modify, distribute, sell, lease, sublicense, or make the Services available to third parties except as expressly permitted in Section 3.1 and otherwise under the Agreement;

(b) reverse engineer, decompile, disassemble, or attempt to discover source code or underlying components of the Services, except where Applicable Laws do not permit this restriction;

(c) make the Services available, directly or indirectly, to patients or to other individuals acting in their capacity as recipients of care, unless expressly authorized in the applicable Order Form or Product Schedule;

(d) use the Services in violation of Applicable Laws, the Documentation, or the applicable Product Schedule;

(e) interfere with, disrupt, or compromise the security, integrity, availability, or performance of the Services;

(f) introduce malicious code or harmful technical activity into the Services;

(g) bypass usage limits, access controls, authentication, or security measures;

(h) use the Services to develop, train, or operate a product or service that competes with the Services, or for competitive benchmarking or analysis;

(i) remove proprietary notices or markings from the Services or Documentation;

(j) use the Services or Outputs in a fraudulent, deceptive or misleading manner;

(k) use the Services in a manner that could reasonably create material risk of harm to individuals, healthcare operations, Clinia, other customers, or third parties; or

(l) scrape, harvest, bulk extract, or use the Services, Clinia Technology, or Outputs to train or improve any artificial intelligence or machine learning model, except as expressly permitted under the Agreement, applicable Order Form, Documentation, or Product Schedule.

3.4. Security testing

Customer may not conduct penetration testing, vulnerability scanning, load testing, or similar testing of the Services without Clinia’s prior written approval, except as expressly permitted in an applicable Product Schedule or security testing policy.

4. Customer Environments and Shared Responsibility

4.1. Customer Environments

Certain Services may run in, connect to, or interoperate with Customer Environments. Customer is responsible for the operation, security, configuration, access management, monitoring, backup, availability, and compliance of Customer Environments, except to the extent expressly assumed by Clinia in the applicable Order Form or Product Schedule.

4.2. Shared responsibility

Security, privacy, and operational responsibilities depend on how the Services are deployed, configured, and used.

Clinia is responsible for the Services, Clinia Technology, application-layer security, secure software development, vulnerability remediation within Clinia’s control, and security measures within Clinia’s operational scope.

Customer is responsible for Customer Data, Customer Applications, Customer Environments, Customer configurations, Customer-controlled integrations, user access decisions, identity provider configuration, infrastructure under Customer’s control, and use of the Services by Authorized Users and End Users.

5. Authorized Users and Account Security

5.1. Authorized Users

Customer is responsible for identifying, approving and managing Authorized Users.

Customer is responsible for all activity conducted under Customer’s accounts or within Customer’s applications, and for ensuring that Authorized Users comply with the Agreement.

5.2. Account security

Customer is responsible for maintaining the confidentiality and security of credentials, access tokens, keys, and authentication mechanisms under Customer’s control.

Customer and Authorized Users must not share credentials, circumvent access controls, or access the Services in an unauthorized manner.

Customer will promptly notify Clinia of any known unauthorized access to or use of the Services.

5.3. End Users

Where Customer permits End Users to access or interact with the Services through Customer Applications, Customer Environments, or other Customer-controlled workflows, Customer is responsible for that access and interaction.

Customer is responsible for ensuring that End Users access and use are consistent with the Agreement, applicable Product Schedule, Documentation, and Customer’s professional or regulatory obligations.

6. Customer Responsibilities

6.1. Customer Data

Customer is responsible for the legality, accuracy, quality, integrity, and appropriateness of Customer Data.

Customer will obtain and maintain all rights, notices, consents, permissions, authorizations, and legal bases required for Clinia to process Customer Data in connection with the Services. The Services are designed for healthcare and health-related environments, and as such, Customer Data Processed by Clinia may include Personal Information, Health Information, confidential information, sensitive information, or other regulated data.

Where Health Information or sensitive information is submitted to the Services, Customer is responsible for ensuring that such use of the Services complies with applicable healthcare, privacy, professional, and regulatory obligations.

6.2. Use of Services

Customer will use the Services in accordance with Applicable Laws, the Agreement, the Documentation, professional obligations, and any applicable Product Schedule.

Customer is responsible for determining whether the Services are appropriate for Customer’s intended use cases, workflows, regulatory obligations, and professional requirements.

6.3. Clinical and operational responsibility

Customer remains responsible for patient care, clinical decisions, professional judgment, operational decisions, and compliance with healthcare, privacy, and professional obligations applicable to Customer.

Clinia does not control Customer’s clinical workflows, Customer Data, Customer Environments, Customer Applications, or decisions made by Customer, Authorized Users, or End Users using the Services.

7. Fees and Payment

7.1. Fees

Customer will pay the Fees set out in the applicable Order Form.

Fees are non-refundable except as expressly stated in the Agreement or the applicable Order Form.

7.2. Taxes

Fees are exclusive of taxes, duties, and similar governmental charges.

Customer is responsible for applicable taxes relating to the Services, except taxes based on Clinia’s net income.

7.3. Late payments

If undisputed amounts remain unpaid after the due date, Clinia may charge interest at the lesser of one and one-half percent (1.5%) per month or the maximum amount permitted by Applicable Laws.

7.4. Subscription changes

If Customer adds Authorized Users, capacity, features, or Services during an active Subscription Term, additional Fees may apply in accordance with the Order Form or Clinia’s then-current pricing.

8. Intellectual Property and Data

8.1. Clinia Technology

Clinia and its licensors retain all right, title, and interest in and to Clinia Technology, including all related intellectual property rights.

Except for the limited rights expressly granted under the Agreement, no rights are granted to Customer by implication or otherwise.

8.2. Customer Data

As between Clinia and Customer, Customer retains all right, title, and interest in and to Customer Data.

Customer grants Clinia a limited right to access, use, process, transmit, store, and otherwise handle Customer Data only as necessary to provide, secure, support, troubleshoot, monitor, and maintain the Services; comply with Applicable Laws; prevent or address fraud, security incidents, or service integrity issues; and as otherwise expressly permitted under the Agreement, applicable Order Form, Product Schedule, or DPA.

Clinia will not use Customer Data for purposes outside the Agreement.

8.3. Customer Applications and Customer Environments

As between Clinia and Customer, Customer retains all right, title, and interest, including all intellectual property rights, in and to Customer Applications and Customer Environments. Except for the limited rights expressly granted under the Agreement, no rights in Customer Applications or Customer Environments are granted to Clinia.

8.4. Usage Data

Clinia may collect and use Usage Data to operate, secure, monitor, support, troubleshoot, and improve the Services, subject to the Agreement, DPA, applicable Product Schedule, and Applicable Laws.

Usage Data may include control-plane logs, telemetry, metadata, operational metrics, usage statistics, and error information.

Usage Data does not include Customer Data. If Usage Data contains Customer Data, it will be treated as Customer Data under the Agreement.

8.5. Aggregated Data

Clinia may use Aggregated Data to operate, secure, analyze, and improve the Services, provided that Aggregated Data does not identify Customer, an Authorized User, an End User, a patient, or any other individual.

Clinia will not attempt to re-identify Aggregated Data or use Aggregated Data to reconstruct Customer Data.

8.6. Outputs

As between Clinia and Customer, Customer owns Outputs generated specifically for Customer through the Services, subject to Customer’s compliance with the Agreement and Applicable Laws.

To the extent Clinia has any right, title, or interest in such Outputs, Clinia assigns that right, title, and interest to Customer.

Outputs may not be unique, and similar or identical Outputs may be generated for other customers.

8.7. Feedback

Customer may provide Feedback to Clinia. Clinia may use Feedback without restriction or obligation to Customer, provided that Clinia does not disclose Customer Confidential Information in doing so.

9. Confidentiality

9.1. Protection of Confidential Information

Each Party will protect the other Party’s Confidential Information using the same degree of care it uses to protect its own confidential information of a similar nature, and in any event no less than reasonable care.

Each Party will use the other Party’s Confidential Information only to exercise rights or perform obligations under the Agreement.

9.2. Permitted disclosures

A receiving Party may disclose Confidential Information to its employees, contractors, advisors, affiliates, subprocessors, suppliers, or service providers, who need to know the information for purposes related to the Agreement and who are bound by confidentiality obligations at least as protective as those in this Agreement.

The receiving Party remains responsible for any breach of this section by those recipients.

9.3. Exclusions

Confidential Information does not include information that:

(a) becomes publicly available without breach of the Agreement;

(b) was lawfully known by the receiving Party without confidentiality obligations;

(c) is independently developed without use of the disclosing Party’s Confidential Information; or

(d) is lawfully received from a third party without confidentiality obligations.

9.4. Required disclosures

A receiving Party may disclose Confidential Information where required by Applicable Laws, court order, or governmental request.

Where legally permitted, the receiving Party will provide reasonable notice to the disclosing Party and cooperate to limit the disclosure.

9.5. Return or deletion

Upon termination or expiration of the Agreement, each Party will return or delete the other Party’s Confidential Information in its possession or control, except where retention is required by Applicable Laws, backup systems, internal recordkeeping, security, compliance, audit, or legitimate legal purposes.

Return or deletion of Customer Data is also subject to the applicable Order Form, Product Schedule, DPA, and Section 16.8.

10. Privacy and Security

10.1. Privacy and data processing

To the extent Clinia processes Personal Information on behalf of Customer, the DPA forms part of the Agreement and governs that processing.

If there is a conflict between these Terms and the DPA regarding the processing of Personal Information, the DPA controls for that processing.

10.2. Security measures

Clinia will maintain reasonable administrative, technical, and organizational safeguards designed to protect the security, confidentiality, and integrity of Customer Data processed by Clinia.

Security measures may vary by Service, deployment model, and operational scope, as described in the applicable Product Schedule, Documentation, or DPA.

Clinia may update its security measures from time to time, provided that such updates do not materially reduce the overall security posture of the Services.

10.3. Support access

Clinia does not require unrestricted access to Customer Data to provide the Services.

Where Clinia requires support access to Customer Data, Customer Environments, deployment-specific logs, prompts, Outputs, retrieval traces, Health Information, or other sensitive information, access will be limited to the approved purpose, authorized personnel, and applicable support process.

For customer-managed deployments, support access will be customer-approved and time-limited unless otherwise stated in the applicable Product Schedule.

10.4. Security incidents

Clinia will notify Customer of Security Incidents involving Customer Data processed by Clinia in accordance with the DPA, and Applicable Laws.

10.5. Data retention and deletion

Clinia will retain and delete Customer Data in accordance with the Agreement, applicable Order Form, Product Schedule, DPA, Documentation, and Applicable Laws.

Following expiration or termination of the applicable Services, Clinia will provide Customer with a reasonable opportunity to retrieve Customer Data, unless otherwise stated in the applicable Order Form, Product Schedule, or DPA.

After the applicable retrieval or retention period, Clinia may delete Customer Data unless retention is required by Applicable Laws, backup systems, security obligations, audit, compliance, or legitimate internal recordkeeping purposes.

11. AI Features

11.1. AI Features and Outputs

Certain Services may include AI Features that generate Outputs based on Customer Data, prompts, queries, instructions, retrieval context, or other inputs provided by or on behalf of Customer.

Outputs may contain inaccuracies, omissions, inconsistencies, or incomplete information.

11.2. Human review

Customer is responsible for reviewing and evaluating Outputs before using or relying on them.

AI Features are intended to support human review, information retrieval, summarization, and decision-making workflows. They are not a substitute for independent professional, clinical, legal, or operational judgment.

11.3. Clinical responsibility

Customer and Authorized Users remain responsible for patient care, clinical decisions, interpretation of medical or clinical information, and compliance with applicable professional, regulatory, and clinical obligations.

Customer is responsible for ensuring that Outputs are reviewed by qualified personnel before being used in clinical, operational, or healthcare-related contexts.

11.4. Service evolution

AI Features may evolve over time, including through changes to models, retrieval systems, ranking systems, prompts, safety mechanisms, integrations, evaluation methods, and technical components.

As a result, Outputs and functionality may vary over time, including for similar prompts, queries, or inputs.

11.5. Training and generalized improvement

Clinia does not use Customer Data, Personal Information, Health Information, prompts, Outputs, clinical content, retrieval results, deployment-specific logs, or customer-specific evaluation data to train, fine-tune, or otherwise improve generalized models or functionality for use across unrelated customers, unless expressly agreed in the applicable Order Form, Product Schedule, DPA, or other written agreement.

Clinia may use Usage Data, Aggregated Data, synthetic, internal, public, or customer-approved evaluation datasets to evaluate or improve the Services (which includes to train, fine-tune or otherwise improve generalized models or functionality).

11.6. Clinia-assisted customer-specific improvement

Clinia may assist Customer with customer-specific configuration, troubleshooting, retrieval improvement, evaluation, support, or similar activities where Customer authorizes Clinia to do so.

Any Clinia-assisted improvement involving Customer Data, Personal Information, Health Information, prompts, Outputs, logs, retrieval traces, evaluation data, or similar information will be limited to the authorized customer-specific purpose and will not be reused outside Customer’s workspace, environment, or account, unless expressly agreed in writing.

11.7. Product-Specific AI Terms

Product-specific AI terms, including terms relating to logging, retention, retrieval data, telemetry, evaluation, customer-specific configuration, model providers, and deployment-specific data handling, may be set out in the applicable Order Form, Product Schedule, or DPA.

11.8. Restrictions on AI use

Customer will not use AI Features or Outputs:

(a) in violation of Applicable Laws;

(b) to generate or distribute unlawful, deceptive, or harmful content;

(c) as the sole basis for clinical decision-making;

(d) for emergency response, life-support, or autonomous clinical decision-making unless expressly authorized in the applicable Order Form and Documentation; or

(e) in a manner that could reasonably create material risk of harm to individuals or healthcare operations.

12. Third-Party Services and Technical Components

12.1. Third-Party Services

The Services may rely on, interoperate with, or connect to Third-Party Services, including cloud infrastructure, model providers, data providers, healthcare systems, identity providers, APIs, databases, and integration partners.

12.2. Customer-selected Third-Party Services

Customer is responsible for Third-Party Services selected, configured, or controlled by Customer, including obtaining required rights, permissions, authorizations, accounts, and consents.

Clinia is not responsible for the operation, availability, security, performance, or compliance of Third-Party Services not controlled by Clinia.

For clarity, in relation to Third-Party Services, the term “control” means that Clinia has selected that Third-Party Service and contracted directly with its provider as a supplier or subcontractor on which the Services are built or through which Clinia provides the Services. As such, a Third-Party Service is not controlled by Clinia notably where it is selected, procured, imposed, required, configured, or contracted for by or on behalf of Customer, or where Clinia's use of it results from Customer's instructions, Customer Environments, or Customer Applications, even if Clinia interoperates with it to provide the Services.

12.3. Clinia-selected Third-Party Services

Clinia may use Third-Party Services to provide, host, secure, support, monitor, troubleshoot, or improve the Services. It is responsible for Third-Party Services under its control.

Where a Third-Party Service processes Personal Information on Clinia’s behalf as a Subprocessor, the DPA governs that processing.

Where a Third-Party Service processes Customer Data that is not Personal Information, Clinia remains responsible for that use in accordance with the Agreement, including Clinia’s confidentiality, security, and Customer Data obligations.

12.4. Changes to technical components

Third-Party Services, models, integrations, and technical components may change, become unavailable, impose limits, or be deprecated.

Clinia may modify, replace, or discontinue such components where reasonably necessary to maintain, secure, support, or improve the Services, provided that Clinia does not materially reduce the core functionality of the Services during an active Subscription Term except as permitted under the Agreement.

13. Warranties and Disclaimers

13.1. Mutual authority

Each Party represents that it has the legal authority to enter into the Agreement and perform its obligations.

13.2. Service warranty

Clinia warrants that, during the applicable Subscription Term, the Services will materially perform in accordance with the applicable Documentation and Order Form.

If Customer notifies Clinia of a material non-conformity, Clinia will use commercially reasonable efforts to correct the issue or provide a reasonable workaround.

13.3. Service levels

Where the Parties have entered into a Service Level Agreement, Clinia will provide the Services and support in accordance with the service and support levels set out in that Service Level Agreement.

Customer's remedies for Clinia's failure to meet a service or support level are set out exclusively in the applicable Service Level Agreement.

13.4. Professional services warranty

Clinia will perform Professional Services using reasonable skill and care.

13.5. Warranty limitations

The warranties in this section do not apply to issues caused by Customer Data, Customer Environments, Customer Applications, Third-Party Services not controlled by Clinia, unsupported systems, unauthorized modifications, use of the Services contrary to the Agreement or Documentation, or factors outside Clinia’s reasonable control.

13.6. Disclaimer

EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, AND TO THE EXTENT PERMITTED BY APPLICABLE LAWS, CLINIA DOES NOT MAKE ANY OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE

AND CLINIA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT OUTPUTS WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR A PARTICULAR PURPOSE, OR THAT THE SERVICES WILL OPERATE WITH SYSTEMS OR THIRD-PARTY SERVICES NOT APPROVED OR SUPPORTED BY CLINIA. THE SERVICES (OR ANY PART OF THEM), AND ANY OTHER CLINIA PROPERTY, PRODUCTS AND SERVICES PROVIDED BY CLINIA TO CUSTOMER ARE PROVIDED “AS IS” AND “AS AVAILABLE”. CUSTOMER UNDERSTANDS THAT THE NATURE OF AI, AI MODELS AND GENERATIVE AI IS NOT INTENDED, AND CANNOT BE, RELIED UPON WITHOUT INDEPENDENT VERIFICATION. ACCORDINGLY, CUSTOMER AGREES THAT IT WILL INDEPENDENTLY VALIDATE AND INSTRUCT ITS ADMINISTRATIVE USERS AND END USERS TO INDEPENDENTLY VALIDATE THE RESULTS AND ALL OUTPUTS BEFORE RELYING ON SUCH RESULTS, OUTPUTS AND CUSTOMER WILL ENSURE THAT ALL PERSONS WHOM IT SHARES SUCH RESULTS AND OUTPUTS WITH, UNDERSTANDS SUCH LIMITATIONS. ALL ARTIFICIAL INTELLIGENCE TOOLS, INCLUDING CLINIA’S OWN SOLUTIONS, MAY CONTAIN ERRORS AND SHOULD NOT BE USED AS A SUBSTITUTE FOR PROFESSIONAL JUDGMENT OR MEDICAL ADVICE.

13.7. Healthcare and clinical use

The Services are designed to support healthcare-related workflows, information access, retrieval, summarization, documentation, and operational activities.

CLINIA DOES NOT PROVIDE MEDICAL ADVICE, DIAGNOSIS, TREATMENT, CLINICAL DECISION-MAKING, OR HEALTHCARE SERVICES.

Customer is responsible for determining whether the Services are appropriate for its intended use cases and for ensuring that the Services and Outputs are used with appropriate professional review and oversight.

13.8. Emergency and high-risk use

Unless expressly stated in the applicable Order Form or Documentation, the Services are not designed for emergency response, life-support systems, autonomous clinical decision-making, or other high-risk uses where failure of the Services could reasonably result in death, personal injury, or significant harm without appropriate human review and oversight.

13.9. Regulatory status

Unless expressly stated in the applicable Order Form, Product Schedule, or Documentation, the Services are not intended to constitute regulated medical devices or software requiring regulatory clearance, approval, or certification for autonomous clinical use.

14. Indemnification

14.1. Clinia indemnification

Clinia will defend Customer against any third-party claim alleging that the Services, when used by Customer in accordance with the Agreement, infringe or misappropriate a third party’s intellectual property rights.

Clinia will pay damages finally awarded against Customer, or amounts agreed in a settlement approved by Clinia, resulting from the claim.

Notwithstanding Section 15.4(b), Clinia's aggregate liability under this Section 14 for claims described in this Section 14.1 will not exceed the Fees paid or payable by Customer to Clinia under the applicable Order Form during the twelve (12) months before the last event giving rise to the claim.

14.2. Exclusions from Clinia indemnification

Clinia is not responsible for claims arising from:

(a) Customer Data;

(b) Customer Applications or Customer Environments;

(c) Third-Party Services not controlled by Clinia;

(d) modifications not made or authorized by Clinia;

(e) use of the Services in violation of the Agreement or Documentation; or

(f) Customer’s combination of the Services with products, data, or systems not provided or approved by Clinia.

14.3. Mitigation

If the Services become, or in Clinia’s reasonable judgment are likely to become, subject to an infringement claim, Clinia may modify the affected Services, obtain rights for Customer to continue using them, or terminate the affected Services and provide a prorated refund of prepaid unused Fees for the terminated portion.

This Section 14 states Clinia’s entire liability and Customer’s sole and exclusive remedy for third-party claims alleging that the Services infringe or misappropriate intellectual property rights.

14.4. Customer indemnification

Customer will defend Clinia against third-party claims arising from:

(a) Customer Data;

(b) Customer Applications or Customer Environments; or

(c) Customer’s violation of healthcare, privacy, security, or regulatory obligations.

Customer will pay damages finally awarded against Clinia, or amounts agreed in a settlement approved by Customer, resulting from the claim.

14.5. Process

The indemnified Party must promptly notify the indemnifying Party of the claim, provide reasonable cooperation, and allow the indemnifying Party to control the defense and settlement.

The indemnifying Party may not settle a claim in a way that admits liability or imposes obligations on the indemnified Party without the indemnified Party’s prior written consent, not to be unreasonably withheld or delayed.

15. Limitation of Liability

15.1. Exclusion of certain damages

To the maximum extent permitted by Applicable Laws, neither Party will be liable to the other for indirect, incidental, consequential, special, exemplary, or punitive damages, or for loss of profits, revenues, goodwill, business interruption, loss of use, or loss or corruption of data, arising out of or relating to the Agreement, even if advised of the possibility of those damages.

15.2. Liability cap

Except for Excluded Claims and claims subject to Section 15.3, each Party’s aggregate liability arising out of or relating to the Agreement will not exceed the Fees paid or payable by Customer to Clinia under the applicable Order Form during the twelve (12) months before the last event giving rise to the claim.

15.3. Privacy and security cap

Each Party’s aggregate liability for claims arising from breach of obligations relating to Personal Information, Health Information, the DPA, or Security Incidents will not exceed the Fees paid or payable under the applicable Order Form during the twelve (12) months before the last event giving rise to the claim.

15.4. Excluded Claims

The limitations in Sections 15.2 and 15.3 do not apply to:

(a) Customer’s payment obligations;

(b) a Party’s indemnification obligations, except as expressly capped under Section 14;

(c) a Party’s breach of confidentiality obligations that is intentional or that results from gross negligence;

(d) a Party’s misuse or infringement of the other Party’s intellectual property rights;

(e) liability that cannot be limited under Applicable Laws; or

(f) any other claim or obligation expressly stated in the Agreement as excluded from the applicable liability cap.

16. Term and Termination

16.1. Term

The Agreement begins on the Effective Date and continues until all Order Forms have expired or been terminated.

16.2. Subscription Term and Renewal

Each Order Form will specify the applicable Subscription Term.

Unless otherwise stated in the Order Form, subscriptions automatically renew for successive renewal terms equal in length to the initial Subscription Term unless either Party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.

16.3. Termination for Cause

Either Party may terminate the Agreement or an affected Order Form if the other Party materially breaches the Agreement and does not cure the breach within fifteen (15) days after receiving written notice.

Either Party may terminate immediately if the breach is incapable of cure.

16.4. Termination for Insolvency

Either Party may terminate the Agreement or an affected Order Form if the other Party becomes insolvent, ceases business operations, makes an assignment for the benefit of creditors, becomes subject to bankruptcy, receivership, insolvency, or similar proceedings, or has a receiver, trustee, custodian, liquidator, or similar officer appointed over a material part of its business.

16.5. Suspension

Clinia may suspend or limit access to the Services where reasonably necessary to:

(a) address security, operational, or compliance risks;

(b) prevent unauthorized or unlawful use of the Services;

(c) respond to misuse or breach of the Agreement;

(d) protect the Services, Customer Data, Clinia, other customers, or third parties;

(e) comply with Applicable Laws or lawful governmental requests;

(f) address materially overdue undisputed payment obligations; or

(g) respond to the suspension, discontinuation, or material change of a Third-Party Service or technical component required to provide the affected Services.

Where reasonably practicable, Clinia will provide notice and an opportunity to resolve the issue before suspension.

Clinia will use commercially reasonable efforts to limit the suspension to the affected Services, accounts, users, features, or components.

16.6. Effect of termination

Upon expiration or termination of the Agreement or an affected Order Form, Customer’s right to access and use the affected Services ends.

Customer will stop using Clinia Technology made available through the affected Services and, where applicable, delete or return copies of Clinia software, credentials, access keys, or other Clinia materials in Customer’s control, except where retention is required for legal, audit, compliance, or internal recordkeeping purposes.

Customer Data will be handled in accordance with Section 10.5, the applicable Order Form, Product Schedule, and DPA.

Expiration or termination does not affect obligations accrued before the effective date of expiration or termination, including payment obligations.

16.7. Fees Upon Termination

All Fees due or payable as of the effective date of termination or expiration become due in accordance with the applicable Order Form.

If Customer terminates the Agreement or an affected Order Form for Clinia’s uncured material breach, Clinia will refund any prepaid unused Fees for the terminated portion of the affected Services.

If Clinia terminates the Agreement or an affected Order Form for Customer’s uncured material breach, Customer remains responsible for all outstanding Fees and any unpaid Fees for the remainder of that committed Term. Where such Fees are variable, the amount payable for the remainder of the committed Term shall be calculated based on Clinia's reasonable estimate of the Fees that would have accrued based on Customer's expected usage, having regard to Customer's average usage during the period since the effective date of the Order Form.

16.8. Survival

Provisions that by their nature should survive expiration or termination will survive, including provisions relating to confidentiality, intellectual property, payment obligations, privacy and security obligations, limitation of liability, indemnification, dispute resolution, and general legal terms.

17. Export, Sanctions, and Compliance

Customer will comply with Applicable Laws relating to export controls, economic sanctions, anti-corruption, and international trade in connection with its use of the Services.

Customer represents that it is not located in, organized under the laws of, or ordinarily resident in a jurisdiction subject to comprehensive trade sanctions or embargoes under Applicable Laws, and is not identified on any governmental restricted or denied-party list applicable to the Services.

Customer may not access or use the Services in violation of export control, sanctions, or trade laws, or in a manner that would cause Clinia or its service providers to violate Applicable Laws.

Clinia may suspend or restrict access to the Services where reasonably necessary to comply with export controls, sanctions, trade restrictions, or similar legal requirements.

18. General Provisions

18.1. Assignment

Neither Party may assign the Agreement without the other Party’s prior written consent, not to be unreasonably withheld.

Either Party may assign the Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all relevant assets, provided that the assignee assumes the assigning Party’s obligations under the Agreement. The assigning Party remains responsible for obligations that arose before the Effective Date of the assignment.

Any attempted assignment in violation of this section is void.

18.2. Force Majeure

Neither Party will be responsible for delays or failures in performance caused by events beyond its reasonable control, including natural disasters, acts of government, labour disputes, public health emergencies, failures of internet service providers or cloud infrastructure providers, cyberattacks not resulting from the affected Party’s breach of its security obligations, or interruptions affecting third-party infrastructure or utilities.

This section does not excuse payment obligations or obligations to protect Customer Data, Personal Information, Health Information, or Confidential Information.

18.3. Notices

Notices under the Agreement must be provided in writing.

Routine or operational notices, including notices relating to Service updates, billing, or account administration, may be delivered by email to the address on file for Customer's account, or through the Services, a customer portal, or other reasonable means, and are deemed given when sent.

Legal notices, including notices of breach, termination, or a claim under the Agreement, must be delivered to the notices address set out in the applicable Order Form, or to any updated notices address provided by a Party in writing, by email, personal delivery, or courier, and are deemed given on the date sent or, if sent outside business hours, the next business day.

Customer is responsible for maintaining current administrative, billing, security, and legal contact information.

18.4. Independent Contractors

Clinia and Customer are independent contractors. The Agreement does not create a partnership, joint venture, fiduciary, employment, or agency relationship.

18.5. No Waiver

A failure or delay in exercising any right under the Agreement is not a waiver of that right.

A waiver must be in writing and signed by the Party granting the waiver.

18.6. Severability

If any provision of the Agreement is invalid or unenforceable, the remaining provisions remain in effect.

The invalid or unenforceable provision will be interpreted as closely as possible to reflect its original intent.

18.7. Governing Law and Forum

This Agreement is governed by and interpreted in accordance with the laws of the state of New York and the applicable laws of the United States and any dispute, controversy, or claim arising therefrom shall be submitted to the competent courts of the judicial district of New York.

18.8. Language

The Parties confirm that they have requested that the Agreement and all related documents be drafted in English.

Les parties confirment avoir exigé que cette convention et tous les documents connexes soient rédigés en anglais.

18.9. Amendments

Except as expressly permitted under the Agreement, any amendment to an Order Form, statement of work, or other signed agreement must be in writing and signed by authorized representatives of both Parties.

18.10. Updates to Terms and Incorporated Documents

Clinia may update these General Terms, Product Schedules, Documentation, and other incorporated terms from time to time to reflect changes to the Services, Applicable Laws, security requirements, technical requirements, third-party dependencies, operational practices, or the way Clinia provides the Services.

Clinia will provide reasonable notice of material updates through the Services, by email, through a trust center or customer portal, or by other reasonable means.

Updates will not materially reduce Customer’s rights or materially increase Customer’s obligations during an active Subscription Term unless reasonably required for legal, security, technical, operational, or third-party dependency reasons, or unless Customer agrees to the update.

Changes to Fees, payment terms, or other commercial terms in an active Order Form require a written amendment or other written agreement between the Parties, unless the applicable Order Form expressly states otherwise.

Customer’s continued use of the Services after an update becomes effective constitutes acceptance of the updated terms. If Customer objects to a material update that is not required for legal, security, technical, operational, or third-party dependency reasons, Customer may choose not to renew the affected Order Form at the end of the then-current Subscription Term.

18.11. Entire Agreement

The Agreement constitutes the entire agreement between Clinia and Customer relating to the Services and supersedes all prior or contemporaneous agreements, communications, and understandings relating to its subject matter.

18.12. Counterparts and Electronic Signatures

The Agreement may be executed electronically and in counterparts. Each counterpart is deemed an original, and all counterparts together form one agreement.

Electronic signatures and electronic copies will be treated as originals.

Schedule 1: Definitions

“Aggregated Data” means data or information derived from use of the Services that has been aggregated and is not capable of identifying Customer, an Authorized User, an End User, a patient, or any other individual. Aggregated Data does not include Customer Data, Personal Information, Health Information, prompts, Outputs, clinical content, document snippets, retrieval results, deployment-specific logs, or any information that could reasonably be used to reconstruct Customer Data.

“Agreement” means these General Terms, the applicable Order Form, any applicable Product Schedule or deployment-specific schedule, the DPA where applicable, any applicable Security Schedule or Security Terms, and any other document expressly incorporated by reference.

“AI Features” means features or functionality of the Services that use artificial intelligence, machine learning, large language models, retrieval systems, ranking systems, generative systems, or similar technologies to generate, retrieve, rank, summarize, transform, classify, recommend, or otherwise process information.

“Applicable Laws” means laws, regulations, rules, orders, and legally binding governmental requirements applicable to a Party’s performance under the Agreement or use of the Services, including applicable Privacy Laws, healthcare laws, export control laws, sanctions laws, and professional or regulatory obligations.

“Authorized User” means an employee, contractor, agent, representative, or other individual authorized by Customer to access or use the Services on Customer’s behalf.

“Clinia” means Clinia Health Inc.

“Clinia IP” means all intellectual property rights of any kind, whether registered or unregistered, in and to the Clinia Technology, the Documentation, the Services, Clinia's trademarks, trade names, logos, and branding, Usage Data, Aggregated Data, and any improvements, modifications, enhancements, updates, or derivative works of the foregoing. Clinia IP does not include Customer Data, Customer Applications, Customer Environments, or Outputs owned by Customer under the Agreement.

“Clinia Technology” means the Services, software, platform, APIs, tools, models, systems, workflows, user interfaces, templates, configurations, connectors, Documentation, technical components, know-how, and other technology provided or made available by Clinia, including improvements, modifications, updates, and derivative works of the foregoing. Clinia Technology does not include Customer Data, Customer Applications, Customer Environments, or Outputs owned by Customer under the Agreement.

“Confidential Information” means non-public information disclosed by or on behalf of one Party to the other Party in connection with the Agreement that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information or the circumstances of disclosure. Confidential Information includes non-public business, technical, financial, product, security, operational, and legal information. Customer Data is Customer’s Confidential Information.

“Customer” means the entity identified in the applicable Order Form or otherwise approved by Clinia to access or use the Services.

“Customer Application” means any application, system, workflow, interface, software, website, product, tool, integration, or service developed, owned, operated, configured, or controlled by or on behalf of Customer that accesses, uses, integrates with, or interoperates with the Services.

“Customer Data” means data, content, records, files, prompts, queries, instructions, inputs, materials, configurations, and other information submitted to, uploaded to, transmitted through, stored in, or otherwise made available to the Services by or on behalf of Customer, Authorized Users, or End Users. Customer Data includes Personal Information and Health Information where such information is included in the foregoing. Customer Data does not include Usage Data, Aggregated Data, Feedback, or Clinia Technology.

“Customer Environment” means any cloud account, virtual private cloud, infrastructure, network, system, device, identity provider, database, storage environment, endpoint, software environment, security tool, logging system, monitoring system, or other technical environment owned, operated, configured, or controlled by or on behalf of Customer.

“Deployment-Specific Logs” means logs, traces, audit records, diagnostic data, or similar technical records generated within or relating to a Customer-specific deployment, workspace, environment, or account, where those records contain or reflect Customer Data, prompts, Outputs, retrieval traces, Health Information, or other sensitive Customer-specific activity.

“Documentation” means the user guides, technical documentation, API documentation, product documentation, support materials, usage instructions, policies, or other documentation made available by Clinia for the applicable Services, as updated from time to time.

“DPA” means the Data Processing Addendum entered into or incorporated by reference between Clinia and Customer, where Clinia processes Personal Information on behalf of Customer.

“Effective Date” means the effective date stated in the applicable Order Form or, if no Order Form applies, the date Customer first accepts these Terms through an ordering, onboarding, or other process approved by Clinia.

“End User” means any individual or entity that accesses, uses, receives, or interacts with the Services, Outputs, Customer Applications, or Customer-controlled workflows through or on behalf of Customer, directly or indirectly, including (a) clients, customers, or other organizations to which Customer makes Customer Applications available, and (b) the personnel, healthcare professionals, and other individuals accessing through those organizations, but excluding individuals acting as Authorized Users.

“Excluded Claims” means the claims and obligations excluded from the liability limitations under Section 15.4.

“Feedback” means suggestions, comments, ideas, requests, recommendations, corrections, or other feedback provided by or on behalf of Customer relating to the Services, Clinia Technology, Documentation, or Clinia’s products, services, or business.

“Fees” means the fees, charges, and amounts payable by Customer for the Services, Professional Services, or other items described in an Order Form or statement of work.

“General Terms” means these Clinia General Terms of Service.

“Health Information” means information relating to the physical or mental health, healthcare, diagnosis, treatment, care, services, or health-related status of an individual, including personal health information, health and social services information, protected health information, and similar information protected under applicable Privacy Laws.

“HIPAA” means the U.S. Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations.

“Order Form” means an ordering document, online signup flow, service selection flow, quote, statement of work, purchase order accepted by Clinia, or other ordering mechanism approved by Clinia that identifies the Services, Fees, Subscription Term, usage limits, deployment model, or other commercial or operational terms applicable to Customer’s use of the Services.

“Outputs” means responses, results, summaries, recommendations, classifications, extractions, generated text, retrieved information, or other outputs generated by or through the Services for Customer based on prompts, queries, instructions, Customer Data, retrieval context, or other inputs provided by or on behalf of Customer.

“Party” means Clinia or Customer, and “Parties” means both Clinia and Customer.

“Personal Information” means information relating to an identified or identifiable individual, including personal information, personal data, personally identifiable information, Protected Health Information, Health Information, health and social services information, and similar information protected under applicable Privacy Laws.

“Privacy Laws” means Applicable Laws relating to privacy, data protection, data security, breach notification, confidentiality, or the processing of Personal Information or Health Information.

“Product Schedule” means a product-specific or deployment-specific schedule, addendum, attachment, or set of terms that applies to a particular Service, deployment model, integration, environment, feature, or product offering.

“Professional Services” means implementation, onboarding, configuration, integration, migration, training, consulting, or other professional services provided by Clinia, as described in an Order Form or statement of work.

“Protected Health Information” or “PHI” means protected health information as defined under HIPAA, where HIPAA applies. PHI is a subset of Health Information and Personal Information.

“Security Incident” means a confirmed or reasonably suspected breach of security resulting in unauthorized access to, acquisition of, disclosure of, loss of, alteration of, or destruction of Customer Data processed by Clinia. Security Incident does not include unsuccessful access attempts, routine security events, pings, scans, denial-of-service attempts, malware attempts, or similar events that do not result in unauthorized access to Customer Data.

“Services” means the products, services, software, platform, APIs, AI Features, tools, functionality, support, Professional Services, and related offerings provided or made available by Clinia to Customer under an Order Form or otherwise under the Agreement.

"Service Level Agreement" or "SLA" means the service level agreement, service level schedule, or support terms, if any, entered into by the Parties or incorporated by reference into the applicable Order Form or Product Schedule, setting out availability commitments, support levels, response times, service credits, or similar service or support commitments applicable to the Services.

“Subprocessor” means a third party engaged by Clinia to process Personal Information on behalf of Customer in connection with the Services.

“Subscription Term” means the subscription period for the applicable Services stated in the Order Form, including any renewal term.

“Third-Party Services” means products, services, software, systems, platforms, infrastructure, APIs, models, data sources, integrations, applications, websites, or other technology provided by a third party that the Services may rely on, interoperate with, connect to, or make available for use with the Services.

“Usage Data” means technical, operational, telemetry, metadata, usage, diagnostic, performance, error, and log data relating to the operation, security, monitoring, support, troubleshooting, or use of the Services. Usage Data may include telemetry, metadata, operational metrics, usage statistics, diagnostic information, error information, and other technical logs used to operate, secure, monitor, support, troubleshoot, or improve the Services.