Terms of Service

1. Introduction; Acceptance of These Terms

These Terms of Service, together with any order form, statement of work, online checkout, business associate agreement, data processing addendum, support terms, product-specific terms, or other document that expressly incorporates them, are these "Terms." These Terms govern access to and use of the Sensatecs medical record intelligence platform and related services.

Sensatecs, LLC is referred to as "Sensatecs," "Company," "we," "us," or "our." The hosted software-as-a-service platform, private cloud deployment, on-premises deployment installed or operated in an environment controlled by Customer or its designee (an "On-Premises Deployment"), websites, portals, applications, application programming interfaces, integrations, artificial intelligence features, analytics, reports, workflows, support, Professional Services (defined below), documentation, and related offerings made available by Sensatecs are the "Services." The business or organization that registers for, orders, pays for, evaluates, or uses the Services is the "Customer." A person who accesses the Services for Customer is an "Authorized User."

By accepting an order, creating an account, clicking to accept these Terms, or using the Services, Customer agrees to these Terms and confirms that the person accepting them has authority to bind Customer. Each Authorized User must comply with the portions of these Terms that apply to use of the Services.

If Customer and Sensatecs have signed a separate written agreement that expressly governs the same Services, that signed agreement controls for those Services if there is a direct conflict. If an order form or statement of work includes different commercial or service-specific terms, that order form or statement of work controls for those matters. If a business associate agreement (BAA) applies to Protected Health Information (PHI), it controls to the extent required by law and to the extent of a direct conflict.

2. Sensatecs Services

Sensatecs provides source-grounded medical record intelligence. The Services help professional teams handle complex medical records and related documents. They may support record intake, organization, AI-assisted extraction, source-linked evidence, summaries, workflow management, routing, handoff, claims, admissions, legal review, underwriting, benefits work, care coordination, and similar record-review processes.

The Services may be configured for different industries and workflows. These may include continuum-of-care intake, skilled nursing and post-acute review, clinics, insurance claims, utilization review, prior authorization, disability and life insurance, workers compensation, veterans benefits, and legal-medical record review. Available features depend on the package purchased and the way Customer configures the Services.

Sensatecs may update, improve, replace, or discontinue features from time to time. We will use commercially reasonable efforts not to materially reduce the core functionality of the purchased Services during the current Subscription Term (defined below). We may make changes sooner when needed for security, law, third-party requirements, platform stability, infringement risk, or similar operational reasons.

Sensatecs may provide implementation, onboarding, configuration, integration, training, workflow design, data migration, consulting, support, or similar services. These are "Professional Services." Professional Services will be described in an order form, statement of work, or project plan when applicable. Professional Services do not transfer ownership of Sensatecs technology, templates, workflows, methods, models, configurations, or other proprietary materials.

The Services may be provided as hosted software-as-a-service, as an On-Premises Deployment, or through a hybrid deployment model, as stated in the applicable Order. For an On-Premises Deployment, Customer is responsible for the Customer-controlled environment, including servers, cloud resources, networks, operating systems, databases, security tools, backups, disaster recovery, access controls, and other infrastructure not provided or managed by Sensatecs. Sensatecs will be responsible only for the components, support, and maintenance expressly stated in the applicable Order or documentation. Customer will provide the access, cooperation, and technical information reasonably needed for Sensatecs to install, configure, support, update, or troubleshoot the On-Premises Deployment.

3. Accounts and Authorized Users

Customer is responsible for its account administration. This includes selecting administrators, assigning roles, setting permissions, maintaining accurate account information, and controlling access. Usernames, passwords, multifactor authentication methods, API keys, tokens, certificates, and similar items used to access the Services are "Access Credentials." Customer must protect Access Credentials and is responsible for account activity, except to the extent caused by Sensatecs or its personnel.

Customer may allow only Authorized Users with a legitimate need to use the Services for Customer. Customer must ensure that Authorized Users are subject to appropriate confidentiality, privacy, security, employment, professional, or contractual duties. Customer must promptly remove access for anyone who no longer needs it or whose access may create a security, privacy, compliance, or misuse risk.

Customer must notify Sensatecs promptly if it becomes aware of unauthorized access, compromised Access Credentials, or improper account use. Sensatecs may rely on instructions and actions submitted through Customer accounts or by Customer administrators unless Sensatecs has actual knowledge that the action was unauthorized.

4. Orders, Subscription Terms, Trials, and Support

The Services purchased, pricing, payment terms, subscription period, usage limits, support plan, implementation requirements, and other commercial terms will be stated in an order form, online checkout, statement of work, or similar ordering document (each is an "Order"). An Order becomes binding when accepted by Sensatecs and Customer by signature, online acceptance, purchase process, or another method approved by Sensatecs.

The subscription period stated in an Order is the "Subscription Term." Unless an Order states otherwise, each Order begins on its effective date and continues for an initial Subscription Term of one year. After the initial Subscription Term, the Order will automatically renew for successive one-year renewal terms unless either party gives at least thirty days prior written notice of non-renewal before the then-current Subscription Term ends. If an Order provides different renewal or non-renewal terms, the Order controls. Sensatecs may update these Terms for future Orders or renewal terms by posting or providing an updated version. Updates will not retroactively change an already accepted Order during its current Subscription Term unless required by law, applicable to new or optional features, or otherwise permitted by these Terms.

Sensatecs may offer beta, pilot, proof-of-concept, evaluation, sandbox, free, or trial services ("Trial Service"). Trial Services are for evaluation only. They may have limited features, may be changed or ended at any time, and are provided without service-level, support, warranty, indemnity, or liability commitments except as required by law. Customer should not use Trial Services for production data or high-risk workflows unless Sensatecs expressly allows that use in writing.

Sensatecs will provide support under its then-current support practices or the support terms in the applicable Order. Support may include online help, email, ticketing, training materials, account support, or technical troubleshooting. Sensatecs is not responsible for issues caused by Customer systems, unsupported environments, third-party systems, Customer configurations, unauthorized changes, internet or telecommunications failures, misuse, or Customer Content.

5. Customer Content and Rights Needed to Provide the Services

All data, records, documents, files, images, communications, notes, referral materials, claims materials, service records, medical records, uploads, configurations, and other content submitted to or made available through the Services by or for Customer are "Customer Content." Customer owns Customer Content as between Customer and Sensatecs.

Customer grants Sensatecs a limited, worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, display, adapt, and use Customer Content. Sensatecs may use Customer Content only as reasonably needed to provide, maintain, secure, support, improve, and operate the Services; create Customer-requested output; enforce these Terms; comply with law; and perform related obligations.

Customer is responsible for Customer Content. This means Customer must have the rights, permissions, consents, notices, and authorizations needed for Sensatecs to process Customer Content as contemplated by these Terms. Customer is also responsible for the accuracy, quality, legality, completeness, and proper collection of Customer Content.

Customer represents that Customer Content and Sensatecs authorized processing of it will not violate law or third-party rights. Customer also represents that Customer Content will not knowingly contain malicious code and that Customer will not submit information to the Services in a way that violates Customer policies, contracts, professional obligations, or applicable law.

6. Healthcare, PHI, and Regulated Data

Information that identifies or relates to a person and is regulated under applicable privacy, security, confidentiality, breach notification, or data protection laws is "Personal Data." Protected Health Information, as defined under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, is "PHI."

Where Sensatecs creates, receives, maintains, or transmits PHI on behalf of Customer in a way that requires a business associate agreement under HIPAA, the parties will enter into a business associate agreement, or "BAA." The BAA will govern PHI to the extent required by law. Customer may not submit PHI unless a BAA is in place or Sensatecs has otherwise authorized that use in writing.

Customer is responsible for determining whether its use of the Services is subject to healthcare, insurance, employment, government benefits, disability, workers compensation, professional licensing, accreditation, medical record, or similar requirements. Customer is also responsible for configuring and using the Services in a way that satisfies those requirements.

Sensatecs does not decide which legal or regulatory duties apply to Customer. Sensatecs will process Personal Data and PHI as required by these Terms, the applicable Order, the BAA if applicable, lawful Customer instructions reflected in Customer use of the Services, and applicable law.

7. Professional Judgment and AI-Supported Outputs

The Services may generate summaries, extracted findings, citations, flags, dashboards, reports, routing information, recommendations, or other results. These are "Outputs." Outputs may be created using artificial intelligence, automation, rules, templates, third-party data, or Customer configurations.

The Services are tools for administrative, operational, documentation, analytics, and workflow support. They do not replace medical, clinical, legal, regulatory, reimbursement, admissions, claims, underwriting, benefits, employment, or other professional judgment. Sensatecs does not practice medicine, provide legal advice, make coverage determinations, make admissions decisions, or provide professional clinical advice.

Customer must review Outputs before relying on them. Customer is responsible for decisions made using the Services, including decisions involving care, admission, reimbursement, coverage, claims, underwriting, employment, benefits, legal strategy, regulatory compliance, or business operations. Customer should verify source materials and use appropriate human review for important decisions.

Sensatecs may generate similar Outputs for other customers if it does not use or disclose Customer Content or Customer Confidential Information in violation of these Terms.

8. Integrations and Customer Systems

The Services may connect to or exchange information with electronic health record systems, referral platforms, claims systems, portals, document repositories, communication tools, payment systems, identity providers, or other Customer or third-party systems ("Third-Party Systems").

Customer is responsible for Third-Party Systems and for having the rights needed to connect them to the Services. When Customer requests or approves an integration, Customer authorizes Sensatecs to act as Customer limited technical agent for that integration. This authority is only for configuration, access, troubleshooting, data exchange, maintenance, and related technical work. Sensatecs may not bind Customer to third-party terms or modify Customer agreements.

Sensatecs may use credentials, permissions, APIs, system tools, domains, email addresses, network settings, and other infrastructure approved by Customer to support an integration. Sensatecs will access Third-Party Systems using methods authorized by Customer and will perform integration activities consistent with Customer authorization and Sensatecs standard security and compliance practices, including appropriate access controls and audit logging. Unless otherwise agreed in writing, infrastructure created specifically for Customer will be used only to provide the Services and will be handled consistently with Customer instructions and applicable law.

Third-Party Systems are not controlled by Sensatecs. Sensatecs does not guarantee their availability, functionality, data quality, or continued interoperability. If a Third-Party System changes or restricts access, Sensatecs and Customer will work in good faith on a reasonable alternative, but Sensatecs is not responsible for failures outside its control.

9. Acceptable Use

Customer may use the Services only for lawful internal business purposes and only as allowed by these Terms, the applicable Order, documentation, and usage limits. Customer may not misuse the Services or allow others to do so.

Customer may not reverse engineer, decompile, disassemble, copy, modify, or create derivative works of the Services or Sensatecs Materials (defined below) except as law expressly permits. Customer may not sell, resell, sublicense, rent, outsource, time-share, or provide the Services to third parties except for Authorized Users acting for Customer.

Customer may not use the Services to build, train, test, benchmark, validate, or improve a competing product or service. Customer may not interfere with the Services, bypass security controls, access the Services by unapproved methods, scrape the Services, introduce malicious code, test the Services for vulnerabilities without approval, or use the Services in a way that threatens security, performance, availability, or other customers.

Customer may not use the Services for unlawful discrimination, unauthorized surveillance, illegal data collection, spam, harassment, deceptive activity, or any use that violates rights of individuals or third parties. Sensatecs may suspend affected access if necessary to address a security risk, legal risk, material misuse, or harm to the Services or others.

10. Fees, Payment, Taxes, and Usage Limits

Customer will pay all fees stated in the applicable Order ("Fees"). Unless the Order states otherwise, subscription Fees are invoiced in advance, and implementation, Professional Services, usage-based charges, overages, and approved expenses are invoiced as incurred or as milestones are completed. Customer will reimburse only reasonable out-of-pocket travel, lodging, and similar expenses that are expressly stated as reimbursable in an Order or statement of work, or approved by Customer in writing in advance. Sensatecs will provide reasonable supporting documentation upon request. Fees are non-cancelable and non-refundable except as expressly stated in these Terms or an Order.

Unless an Order states otherwise, invoices are due thirty days after the invoice date and must be paid in U.S. dollars. Customer must maintain accurate billing and tax information. If Customer disputes an invoice in good faith, Customer must notify Sensatecs within fifteen days after the invoice date, explain the dispute with reasonable detail, and pay all undisputed amounts on time.

Unless an Order states otherwise, Sensatecs may change Fees for any renewal term by giving Customer at least thirty days prior written notice before that renewal term begins. Fee changes will not apply during the then-current Subscription Term unless Customer agrees, the applicable Order allows the change, or the change relates to added Services, increased Usage Limits, overages, or optional features requested by Customer.

Customer use may be subject to usage limits stated in the Order ("Usage Limits"). Sensatecs may monitor usage for billing, capacity planning, security, compliance, and service administration. If Customer exceeds Usage Limits, Sensatecs may invoice overage charges at the rates in the Order. If no rate is stated, the parties will work in good faith to document revised pricing or overage charges.

Sensatecs may suspend affected Services if undisputed Fees remain unpaid after written notice and a reasonable opportunity to cure. Suspension does not relieve Customer of payment obligations. Sensatecs may use payment processors and may share billing and payment information with them as needed to process payments and administer Customer account.

Fees exclude taxes. Customer is responsible for sales, use, value-added, goods and services, excise, transaction, and similar taxes, except taxes based on Sensatecs net income, property, or employees. Customer must provide any valid exemption certificate before invoicing. Customer will reimburse reasonable collection costs, including attorney's fees, for unpaid invoices.

11. Data Security and Service Communications

Sensatecs will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Content in Sensatecs possession or control. These safeguards are designed to protect against unauthorized access, use, disclosure, alteration, or destruction and to support confidentiality, integrity, and availability. Sensatecs may update safeguards over time, provided it does not materially reduce the overall level of protection during the applicable Subscription Term.

Customer is responsible for its own systems, devices, networks, browsers, configurations, access controls, backups, and internal security practices. Customer should export or retain copies of Customer Content as needed for its legal, clinical, operational, business, regulatory, and record-retention needs. Sensatecs backup, disaster recovery, and retention duties are limited to those stated in these Terms, an Order, the BAA, or another written commitment.

A "Security Incident" means unauthorized access to, or unauthorized acquisition, use, disclosure, alteration, or destruction of, Customer Content or Personal Data in Sensatecs possession or control. It does not include unsuccessful attempts that do not compromise data, such as blocked attacks, scans, probes, or failed logins.

Sensatecs will notify Customer without unreasonable delay after becoming aware of a confirmed Security Incident where notice is required by law, the BAA, or these Terms. Sensatecs will use commercially reasonable efforts to investigate, mitigate, and remediate the Security Incident and provide reasonably available information, subject to legal, security, and confidentiality limits.

Sensatecs may send service-related communications by email, SMS or text message, in-platform notice, push notification, or similar electronic means ("Notification Services"). Notification Services may include one-time passwords, authentication codes, account messages, workflow alerts, referral updates, task notices, document updates, security notices, support communications, billing notices, and other service-related information connected to the Services. SMS and text message notifications may be provided under a program name such as "Sensatecs Notifications" or another program name designated by Sensatecs. Unless an Order states otherwise, Notification Services are a convenience feature and are not a fail-safe method for urgent, emergency, clinical, legal, time-sensitive, or mission-critical communications.

Customer is responsible for accurate contact information, mobile phone numbers, email addresses, recipient lists, mailbox settings, escalation paths, user roles, notification preferences, and notification configurations. Customer is also responsible for obtaining, documenting, maintaining, and honoring all notices, consents, authorizations, opt-ins, opt-outs, communication preferences, and permissions required for Notification Services, including those required under applicable privacy, healthcare, communications, consumer protection, telemarketing, and messaging laws, rules, carrier requirements, CTIA guidelines, messaging provider requirements, and other industry requirements. Customer represents that each phone number submitted to or used with the Services has been lawfully collected and may be contacted for the applicable Notification Services. Customer is responsible for the legality, accuracy, appropriateness, timing, purpose, content, and recipients of messages initiated by or on behalf of Customer through the Services. Customer must maintain records sufficient to demonstrate consent, opt-in, opt-out, and communication preference compliance and must provide those records to Sensatecs upon reasonable request if needed for legal, carrier, messaging provider, audit, complaint, or compliance purposes.

A recipient may opt in to SMS or text message Notification Services by providing a mobile phone number through the Services, enabling SMS notifications, responding to an invitation or verification flow, replying with an opt-in keyword such as START where supported, being added by Customer after Customer has obtained all required consent, or otherwise affirmatively consenting through a method approved by Sensatecs. Message frequency may vary based on the recipient's activity, role, account settings, Customer configuration, and events in the Services. One-time password or verification messages may be sent per login, authentication, or verification request. Workflow and account alerts may be sent on a recurring schedule, in batch windows, or in response to platform events.

A recipient may opt out of SMS or text message Notification Services at any time by replying STOP to a message where supported. Sensatecs may also support similar opt-out keywords such as END, CANCEL, UNSUBSCRIBE, or QUIT, depending on the messaging provider or carrier. After opting out, the recipient may receive a confirmation message, and Sensatecs will not knowingly send further SMS messages to that mobile phone number unless the recipient re-enrolls or otherwise provides renewed consent as required by law. Customer must honor all opt-out, unsubscribe, revocation, and communication preference requests, whether received through the Services, by SMS or text message, by email, by phone, or by any other reasonable method. A recipient may request assistance by replying HELP where supported or by contacting Sensatecs support through the support channels made available by Sensatecs.

Customer may not use Notification Services for marketing, promotional, solicitation, fundraising, advertising, spam, deceptive, harassing, abusive, unlawful, or unauthorized messages unless Sensatecs expressly authorizes that use in writing and Customer has obtained all legally required consents, including any required prior express written consent. Customer may not use Notification Services to contact patients, residents, family members, representatives, referral sources, employees, applicants, or other individuals unless Customer has the legal right and required consent to do so. Customer may not include PHI, medical record details, diagnosis information, clinical details, financial information, Social Security numbers, or other sensitive information in SMS or text messages unless the applicable Order, BAA, configuration, and Customer instructions expressly permit that use and appropriate safeguards are in place. Customer remains responsible for determining whether a communication method is appropriate for the information being sent and for limiting message content to the minimum necessary information.

Sensatecs may use third-party messaging providers, carriers, aggregators, verification services, registration systems, and related vendors to provide Notification Services. Customer will provide information reasonably requested by Sensatecs to support messaging registration, campaign approval, carrier compliance, deliverability, fraud prevention, audit requests, or legal compliance. Sensatecs may monitor, log, filter, throttle, block, suspend, or restrict Notification Services as reasonably necessary to operate the Services, comply with law or carrier requirements, prevent misuse, protect deliverability, investigate complaints, or reduce legal, privacy, security, operational, reputational, or platform risk.

Delivery of Notification Services may depend on email systems, spam filters, wireless carriers, messaging providers, network coverage, recipient devices, filtering systems, recipient settings, internet or telecommunications providers, and other factors outside Sensatecs control. Sensatecs does not guarantee delivery, timing, carrier acceptance, avoidance of filtering, or receipt of any notification. Carriers are not liable for delayed or undelivered messages. Message and data rates may apply, and Sensatecs is not responsible for charges imposed by a recipient's carrier or service provider. Customer remains responsible for checking the Services and maintaining appropriate internal processes, backup communication methods, escalation paths, and human review.

Sensatecs may suspend, restrict, disable, or terminate Notification Services, in whole or in part, if Sensatecs reasonably believes that use of Notification Services may violate law, carrier rules, messaging provider requirements, these Terms, an Order, Sensatecs published messaging terms, or may create legal, privacy, security, deliverability, operational, reputational, or other material risk. Customer-directed messages, recipient lists, phone numbers, notification preferences, and related instructions are Customer Content and Customer instructions for purposes of these Terms. Use of SMS or text messaging features may also be subject to Sensatecs SMS Messaging Terms and Conditions, as posted or provided by Sensatecs from time to time.

12. Data Protection; Privacy Roles

Each party will comply with privacy, security, confidentiality, breach notification, and data protection laws that apply to that party. Customer is responsible for the lawfulness of collecting, using, disclosing, and providing Customer Content to Sensatecs. Sensatecs is responsible for processing Customer Content as required by these Terms, the applicable Order, the BAA if applicable, and applicable law.

Sensatecs public privacy policy applies to information Sensatecs collects for its own website administration, marketing, relationship management, account administration, billing, and similar business purposes. Customer Content submitted to the Services on Customer behalf is governed by these Terms, the applicable Order, the BAA if applicable, and applicable law.

If additional data protection terms are reasonably required by law for a particular use of the Services, the parties will work in good faith to put them in place. Neither party is required to accept obligations that are not commercially reasonable for the Services or that materially expand its role beyond what the applicable law requires.

13. Ownership, License, Feedback, and De-Identified Data

The Services, software, platform, documentation, APIs, templates, workflows, user interfaces, configurations, models, methods, databases, designs, know-how, trade secrets, improvements, and related technology made available by Sensatecs are "Sensatecs Materials." Sensatecs and its licensors own all Sensatecs Materials and all related intellectual property and proprietary rights.

Subject to these Terms and the applicable Order, Sensatecs grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable Subscription Term to allow Authorized Users to access and use the purchased Services and documentation for Customer internal business purposes. Customer receives only the rights expressly granted. Sensatecs reserves all other rights.

Suggestions, ideas, enhancement requests, comments, corrections, and other feedback about the Services are "Feedback." Customer grants Sensatecs a perpetual, irrevocable, worldwide, non-exclusive, transferable, sublicensable, royalty-free license to use Feedback for any lawful purpose. Sensatecs will not publicly identify Customer as the source of Feedback without Customer consent.

Subject to law, the BAA if applicable, and Sensatecs confidentiality obligations, Sensatecs may create and use de-identified, anonymized, or aggregated information derived from Customer Content or use of the Services. Sensatecs may use that information for analytics, benchmarking, security, operations, research, reporting, product development, model improvement, service improvement, and industry insights. Sensatecs will not attempt to re-identify it except as permitted by law for privacy, security, validation, or compliance purposes.

14. Confidentiality

Non-public information disclosed by one party to the other in connection with the Services is "Confidential Information" if it is marked confidential or reasonably should be understood to be confidential. Customer Confidential Information includes Customer Content, Personal Data, PHI, and non-public business or operational information. Sensatecs Confidential Information includes Sensatecs Materials, non-public pricing, product plans, security information, workflows, models, configurations, trade secrets, and non-public business information.

The receiving party may use Confidential Information only to perform obligations or exercise rights under these Terms. It must protect Confidential Information using at least reasonable care and no less care than it uses for its own similar information. It may disclose Confidential Information only to personnel, contractors, advisers, affiliates, service providers, subprocessors, auditors, financing sources, and professional advisers who need to know it and are bound by appropriate confidentiality obligations.

Confidentiality obligations do not apply to information the receiving party can show was public without breach, was lawfully known without restriction before disclosure, was lawfully received from a third party without breach, or was independently developed without use of the disclosing party Confidential Information. The receiving party may disclose Confidential Information when legally required, but must give notice where legally permitted and reasonably cooperate with efforts to seek confidential treatment.

Upon expiration or termination, or earlier written request, the receiving party will return or securely destroy Confidential Information in its possession or control. It may retain information required by law, professional obligation, dispute resolution, insurance, accounting, security, compliance, routine backup, archival systems, or these Terms. Retained Confidential Information remains protected for as long as retained. Unauthorized use or disclosure may cause irreparable harm, so the disclosing party may seek injunctive or equitable relief in addition to other remedies.

15. Publicity

Sensatecs may use Customer name, trade name, trademarks, service marks, and logos as needed to provide the Services, identify Customer within the platform, support Customer account, configure integrations, and communicate with Customer-designated third parties. Sensatecs may identify Customer as a customer in customer lists, presentations, websites, and marketing materials. Case studies, press releases, testimonials, or detailed public references require Customer prior approval.

16. Third-Party Services, Open Source, and External Links

The Services may include, link to, interoperate with, or rely on third-party products, hosting providers, communication providers, analytics services, artificial intelligence infrastructure, payment processors, messaging platforms, data sources, open-source software, or other external materials ("Third-Party Services"). Sensatecs does not control Third-Party Services and does not warrant them except as expressly stated in an Order.

Customer use of Third-Party Services may be subject to separate third-party terms, privacy policies, fees, and restrictions. Open-source components included in the Services are licensed under their applicable open-source licenses to the extent required by those licenses. These Terms do not limit rights that Customer has under open-source licenses.

Sensatecs websites or Services may contain links to external resources. Sensatecs provides those links for convenience and is not responsible for external content, products, services, websites, or privacy practices.

17. Warranties and Disclaimers

Each party represents that it has the legal authority to enter into these Terms and perform its obligations. Sensatecs warrants that it will perform Professional Services in a professional and workmanlike manner. Sensatecs also warrants that, during the applicable Subscription Term, the purchased Services will perform in all material respects according to the applicable documentation when used as permitted by these Terms and the applicable Order.

Customer exclusive remedy and Sensatecs sole liability for breach of the limited warranty is for Sensatecs to use commercially reasonable efforts to correct the nonconformity. If Sensatecs cannot do so within a commercially reasonable time, Sensatecs may terminate the affected Services and refund prepaid Fees for the unused terminated portion of the affected Subscription Term.

The limited warranty does not apply to issues caused by Customer Content, Customer systems, Third-Party Systems, Third-Party Services, unsupported environments, unauthorized changes, misuse, negligence, Customer configurations, Customer instructions, internet or telecommunications failures, security incidents attributable to Customer or Authorized Users, use outside the documentation, or Trial Services. Customer must notify Sensatecs of a warranty claim within thirty days after Customer first becomes aware of the issue.

Except for the express warranties in these Terms, and to the maximum extent permitted by law, the Services, Sensatecs Materials, Outputs, documentation, Trial Services, Notification Services, integrations, and related materials are provided "as is" and "as available." Sensatecs disclaims all implied, statutory, and other warranties, including merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, uninterrupted operation, error-free operation, results, system integration, and warranties arising from course of dealing or trade usage.

Sensatecs does not warrant that all defects will be corrected, that the Services will meet Customer requirements, that Outputs will be complete or accurate, that third-party data will be reliable, or that the Services will be suitable for any particular clinical, legal, claims, underwriting, admissions, regulatory, or business purpose.

18. Indemnification

Sensatecs will defend Customer against a third-party claim alleging that the Services or Sensatecs Materials, as provided by Sensatecs and used by Customer as permitted by these Terms, infringe a United States patent, copyright, trademark, or trade secret right. Sensatecs will pay damages finally awarded against Customer, or settlement amounts approved by Sensatecs, to the extent arising from that claim. Third-Party Systems and Third-Party Services are excluded from this indemnification.

If the Services become, or Sensatecs reasonably believes they may become, the subject of an infringement claim, Sensatecs may procure the right to continue use, replace the affected item, modify it to avoid infringement without materially reducing functionality, or terminate the affected Services and refund prepaid Fees for the unused terminated portion.

Sensatecs has no indemnity obligation to the extent a claim arises from Customer Content, Customer instructions, Customer specifications, use outside these Terms or the documentation, combinations not provided or approved by Sensatecs, modifications not made by Sensatecs, continued use after Sensatecs provides a replacement or instruction to stop, or open-source or third-party components not supplied by Sensatecs as part of the Services.

Customer will defend Sensatecs and its affiliates, officers, directors, employees, contractors, agents, successors, and assigns against third-party claims arising from Customer Content, Customer authorized processing instructions, Customer use of the Services in violation of these Terms or law, Customer breach of confidentiality or use restrictions, Customer negligence, willful misconduct, fraud, or unlawful acts or omissions, or Customer dealings with patients, residents, applicants, claimants, referral sources, facilities, payers, regulators, or other third parties. Customer will pay damages awarded against Sensatecs, or settlement amounts approved by Customer, as well as all costs, expenses (including attorneys' fees) and losses, to the extent arising from those claims.

The indemnified party must promptly notify the indemnifying party of the claim, give reasonable cooperation at the indemnifying party expense, and allow the indemnifying party to control the defense and settlement. Late notice relieves the indemnifying party only to the extent materially prejudiced. The indemnifying party may not settle in a way that admits fault by the indemnified party, imposes non-monetary obligations on it, or grants injunctive relief against it without consent, not to be unreasonably withheld.

19. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, consequential, or punitive damages. Neither party will be liable for lost profits, lost revenue, business interruption, loss of goodwill, loss or corruption of data, or cost of substitute services. These exclusions apply regardless of the legal theory and even if the party knew the damages were possible.

Except for the exclusions below, Sensatecs' total cumulative liability arising out of or relating to these Terms will not exceed the fees paid or payable by Customer for the affected Services during the three months before the event giving rise to the claim.

Sensatecs licensors, suppliers, cloud providers, subcontractors, and service providers are not parties to these Terms and have no direct liability to Customer under these Terms. The parties agree that the fees and other terms reflect the risk allocation in this section.

20. Termination; Suspension; Data Return

These Terms begin when Customer first accepts them or uses the Services and continue while any Order remains in effect. Either party may terminate an affected Order if the other party materially breaches these Terms or that Order and does not cure the breach within thirty days after written notice. Either party may terminate immediately if the breach cannot be cured.

Either party may terminate an affected Order if the other party becomes insolvent, admits inability to pay debts when due, makes a general assignment for creditors, becomes subject to a bankruptcy or similar proceeding not dismissed within sixty days, or has a receiver or similar officer appointed over a material part of its business or assets.

Sensatecs may suspend access to the affected Services when reasonably necessary to address nonpayment, security risk, legal risk, misuse, violation of use restrictions, harm to the Services, or risk to other customers. Sensatecs will use reasonable efforts to provide prior notice and an opportunity to cure when practicable, but may act immediately when needed to protect the Services, Customer Content, Sensatecs, or others.

Upon expiration or termination of an Order, Customer must stop using the affected Services. Accrued payment obligations remain due. Unless law, the BAA, or Customer written instructions require otherwise, Sensatecs will make Customer Content and available Outputs available for export through standard functionality for thirty days after termination or expiration, provided Customer has paid all undisputed amounts then due.

After the export period, Sensatecs may delete or make inaccessible Customer Content from production systems unless a longer period is required by law, the BAA, an Order, or another written agreement. Copies may remain in backups, archives, logs, security systems, or disaster recovery systems until deleted in the ordinary course, subject to confidentiality, privacy, and security obligations.

If Customer terminates an Order for Sensatecs uncured material breach, Sensatecs will refund prepaid Fees for the unused terminated portion of the affected Subscription Term. Except as expressly stated in these Terms or an Order, termination does not entitle Customer to a refund.

21. Changes to Online Terms

Sensatecs may update these online Terms from time to time. Updated Terms will apply to new Orders, renewal terms, and new or optional features after the update is posted or otherwise provided. During a current Subscription Term, updates will not materially reduce Customer rights or materially increase Customer obligations for the purchased Services unless the change is required by law, relates to a new feature or optional service, addresses security or technical requirements, or Customer accepts the updated Terms.

The "Last Updated" date identifies the most recent version. Customer continued use of the Services after updated Terms become effective for an applicable Order, renewal, or feature constitutes acceptance of those updated Terms.

22. General Terms

These Terms and any dispute arising out of or relating to them are governed by Illinois law, without regard to conflict-of-laws rules. The state and federal courts located in Illinois have exclusive jurisdiction, and each party consents to personal jurisdiction and venue there. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The Uniform Computer Information Transactions Act, as enacted or adopted in any jurisdiction, does not apply to these Terms or the Services.

Customer may not export, re-export, release, transfer, or transmit Sensatecs software, technology, technical data, or materials in violation of applicable export control, sanctions, or import laws. Each party will comply with laws that apply to its performance. Customer remains responsible for laws and professional obligations that apply to its use of the Services and Customer Content.

Neither party will be liable for delay or failure to perform, other than payment obligations, to the extent caused by events beyond its reasonable control. These may include natural disasters, war, terrorism, civil unrest, labor disputes, epidemics, government action, utility failure, internet or telecommunications failure, cyberattacks by third parties, third-party infrastructure failure, or similar events. The affected party will use commercially reasonable efforts to notify the other party and resume performance.

Neither party may assign these Terms without the other party prior written consent, not to be unreasonably withheld, except that Sensatecs may assign these Terms to an affiliate or in connection with a merger, acquisition, reorganization, change of control, or sale of substantially all assets or business related to these Terms. Sensatecs may use subcontractors and service providers to perform the Services, but remains responsible for their performance as required by these Terms.

If any provision is invalid or unenforceable, it will be enforced to the maximum extent permitted by law and the remaining provisions will remain in effect. No waiver is effective unless in writing and signed by the waiving party. The parties are independent contractors. These Terms do not create a partnership, joint venture, fiduciary, agency, or employment relationship.

Legal notices to Sensatecs must be sent to legal@sensatecs.com and to 3531 W. Howard St #1006, Skokie, IL 60076 or any physical address designated by Sensatecs for legal notices. Notices to Customer may be sent to the account owner, billing contact, administrator, notice address in the Order, or email address associated with Customer account.

These Terms, together with all Orders, statements of work, BAAs, addenda, and documents incorporated by reference, are the complete agreement between Customer and Sensatecs for the Services. They supersede prior and contemporaneous discussions and proposals for the same subject matter. If there is a conflict, the order of precedence is the BAA for PHI matters, then the applicable Order or statement of work for its specific commercial or project terms, then these Terms.

Sections that by their nature should survive will survive expiration or termination. These include payment obligations, ownership, Feedback, de-identified data, confidentiality, data protection obligations that continue by law or agreement, warranty disclaimers, indemnification, limitation of liability, termination effects, and general terms.