Terms of Service

Insight Health AI, Inc. (“Insight,” “we,” “us,” “our”) provides a software platform that assists customers with patient intake, communications, recordkeeping, and similar functions (the “Services”). These Terms of Service (“Terms”) govern the use of our Services by our customers, whether they are individuals or organizations (“Customer,” “you,” “your,” “yours”). We and you are each a “Party” and together the “Parties.” These Terms incorporate by reference any additional agreements entered into by the Parties in connection with the Services, such as any relevant business associate agreement (“BAA”) or data processing agreement (“DPA”).

By accepting these Terms, either by executing an Order Form or accessing or using the Services or authorizing or permitted any Authorized User to access or use the Services, Customer agrees to be bound by this Terms as of the date of such access or use of the Services (the “Effective Date”). If you use the Services on behalf of an entity or another individual, you represent and warrant that you have the authority to bind that entity or individual, and your acceptance of the Terms will be deemed an acceptance by that entity or individual.

These Terms do not apply to your access and use of our website, which is governed by our Website Terms of Use.

 1. Definitions

“Account” means a unique account established by Customer pursuant to an Order Form to enable its Authorized Users to access the Services.

“Administrator” means an Authorized User designated by Customer in an Order Form to manage the Account.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.

“Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Authorized User” means an individual who is explicitly authorized in the Services by Customer to use the Services under the Account. Authorized Users may include, for example, Customer as an individual user, Customer employees, consultants, contractors, and agents, including without limitation health care professionals.

“Content” means any proprietary information and other information made available to Customer through the Services but excluding Customer Data.

“Customer Data” means electronic data and information submitted to the Services by Customer, including information Customer submits to the Services about Patients and information that Patients submit when using the Services to interact with Customer, and Outputs generated by the Services.

“Documentation” means the online help and other documentation for the Services, if any, as updated from time to time.

“Order Form” means an instrument in any form or medium (including but not limited to a document, email, or online form or signup process) by which Customer subscribes to use the Services, including any addenda and supplements thereto. An Order Form incorporates this Terms by reference unless otherwise stated in the Order Form.

“Outputs” mean the responses generated by the Services to Customer Data submitted to the Services including by Authorized Users and Patients.

“Patient” means an individual to whom Customer is providing health-related services.

“Subscription Period” means the applicable periods during which Insight will make the Services available to Customer, as set forth in an applicable Order Form.

“Usage Data” means data about the use and performance of the Services that does not identify Customer, Authorized Users, or Patients.

 2. Proprietary Rights and Licenses

• Reservation of Rights. Subject to the limited rights expressly granted hereunder, Insight reserves all rights, title, and interest in and to the Services and Content, including all related intellectual property rights. No rights are granted to Customer other than as expressly set forth herein.

• License to the Services. Subject to Customer’s compliance with these Terms and any terms and conditions in an applicable Order Form, Insight grants Customer a limited, revocable, non-sublicensable, non-transferable, non-exclusive license to access the Services, including Content made available in the Services, solely for Customer’s internal business purposes, including for treatment and health care operations. This license terminates at the end of the Subscription Period. No Content may be copied, publicly displayed, reproduced, uploaded, downloaded, transmitted, or otherwise used other than as set forth in these Terms.

• License to Customer Data. Customer grants to Insight and its Affiliates a worldwide, non- exclusive, limited-term license to access, use, process, copy, distribute, perform, export and display Customer Data only as necessary (i) for Insight to provide, maintain, and improve the Services; (ii) to prevent or address service, security, support, or technical issues; (iii) as required by law and subject to the compelled disclosure requirements herein; and (iv) as expressly permitted in writing by Customer. Customer is solely responsible for Customer Data, and Customer represents and warrants that it has secured all rights in and to Customer Data from its Authorized Users or third parties as may be necessary to grant this license.

• License to Feedback. Customer represents it has the rights to and grants to Insight and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Authorized Users relating to the operation of the Services.

• License to Disclose Business Relationship. Customer grants to Insight and its Affiliates a worldwide, royalty-free license to use any of Customer’s trademarks, brand names, and/or logos for the limited purpose of disclosing the Insight provides services to Customer. The license set forth in this section shall be valid only during the Subscription Period, provided that Insight is not required to delete any disclosures made during the Subscription Period (e.g., disclosures in blog posts or social media) to the extent that they do not imply that Customer continues to use Insight’s Services after the end of the Subscription Period.

• De-Identified Data and Usage Data. Without limitation of any other rights herein, Customer agrees that Insight may de-identify Customer Data in accordance with applicable law (including, where relevant, the standards for de-identification under the Health Insurance Portability and Accountability Act (“HIPAA”)) such that the Customer Data does not identify Customer, Authorized Users, or Patients (“De-Identified Data”). Customer agrees that Insight may use and disclose De-Identified Data and Usage Data for any purpose not prohibited by law, including for Insight’s business and product improvement purposes.

• Remedies for Infringement Claims Related to the Services. If Insight receives information about an infringement or misappropriation claim related to the Services, Insight may in its discretion and at no cost to Customer, and without any admission of infringement or misappropriation: (i) modify the Services to eliminate the claimed infringement or misappropriation, without breaching its warranties under these Terms; (ii) obtain a license for Customer’s continued use of the Services in accordance with these Terms; or (iii) terminate Customer’s subscriptions for the Services upon 30 days’ written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated subscriptions. Notwithstanding any contrary provision in these Terms, if Insight provides any of the remedies set forth in this section, Customer agrees that such action satisfies Insight’s obligations under these Terms, and Customer is not eligible for further relief.

 3. Insight Responsibilities

• Services. Insight will (i) use commercially reasonable efforts to make the Services available to Customer during the applicable Subscription Period pursuant to this Terms and the applicable Order Form, subject to reasonable downtime for maintenance of the Services; and (ii) provide technical support for use of the Services.

• Scope of the Services. Insight may make additional features or functionalities available to Customer from time to time, in its sole discretion. However, Customer acknowledges that Insight has no obligation to provide, and Customer has no right to obtain, any features or functionalities that are not covered by the Order Form.

• Personnel and Subcontractors. Insight shall engage a sufficient number of qualified personnel who have the skills, expertise, and qualifications necessary to make the Services available to Customer in accordance with this Terms.

 4. Customer Responsibilities

• Authorized Users. If Customer is an organization or an individual creating an Account on behalf of or as an agent of an organization, Customer shall identify an Administrator who may designate Authorized Users for the Account. Customer will ensure that all Authorized Users using the Services under its Account comply with all of Customer’s obligations under these Terms, and Customer is responsible for their acts and omissions relating to the Terms as though they were those of Customer

• Accounts. Customer shall require that all Authorized Users maintain confidentiality of their usernames and passwords to the Services. Customer is responsible and liable for all actions taken under the usernames and passwords of Authorized Users, and Customer shall notify Insight if Customer becomes aware of any unauthorized use or access to the Account. Insight will not be liable to Customer for any loss or damage that occurs in connection with any unauthorized activity on Customer’s Account including without limitation under Authorized Users’ usernames and passwords.
  
  In creating an Account, Customer represents that all information it provides is true, accurate, and correct, and that it will update its information as necessary. If you create an Account on behalf of an organization, you represent that you have authority to act on the organization’s behalf and bind the organization to these Terms.

• Reliance on Outputs. Insight provides Outputs on an as-is basis, and Outputs may contain material inaccuracies and may not reflect current, accurate, or complete information. Insight makes no representations or warranties with respect to the accuracy of any Outputs. Customer agrees it will not rely on or make available to Patients or other parties any Outputs without independently confirming their accuracy.

• Usage Restrictions. Customer must use the Services in compliance with applicable law and solely as permitted by and in accordance with these Terms. Without limiting the foregoing, Customer shall not do, attempt, encourage, or enable any of the following, and will ensure that its Authorized Users do not do any of the following:

  • make the Services or Content available to, or use the Services or Content for the benefit of, anyone other than Customer;

  • sell, resell, license, sublicense, distribute, rent, or lease the Services or Content, or include the Services or its Content in a service bureau or outsourcing offering;

  • store or transmit through the Services any (1) infringing, libelous, or otherwise unlawful or tortious material, (2) material in violation of third-party intellectual property, proprietary, privacy, or similar rights, or (3) malicious code, including without limitation viruses, corrupted files, or Trojan horses;

  • store or transmit through the Services any sensitive personal information except as explicitly authorized in these Terms or an Order Form including, without limitation (1) credit, debit, bank account, or other financial account numbers; (2) social security numbers, driver's license numbers, or other unique and private government ID numbers; and (3) “sensitive” data or “special categories” of data as defined in applicable law;

  • interfere with or disrupt the integrity or performance of the Services or Content
    contained therein;

  • attempt to gain unauthorized access to the Services or its related systems or networks;

  • permit direct or indirect access to or use of the Services in a way that circumvents a contractual usage limit;

  • copy, reproduce, modify, translate, or create derivative works of the Services or Content or any part, feature, function or user interface thereof, or frame or mirror any part of the Services or Content;

  • crawl, scrape, or use other automated means like “spiders” and “robots” to access or collect data from the Services or Content;

  • circumvent any of the Services’ security measures, reverse engineer any portion of Services, obtain any source code, or create back doors or any form of unauthorized access to the Services

  • use the Services in a way that would create risk to an individual’s life, health, safety, property, or other rights or interests;

  • remove, alter, cover, or otherwise obscure any of Insight’s trademarks or other
    proprietary marks that appear on the Services or Content;

  • use the Services for unlawful purposes or in a manner that violates any law or
    regulation;

  • access the Services or Content in order to build a competitive product or service; or
    

  • promote, market, or sell any products or services that are competitive with the Services.

• Suspension of the Services. Insight may restrict functionalities or suspend the Services (or any part thereof) or remove or make unavailable any Customer Data for (i) violations by Customer, including its Authorized Users, of these Terms; or (ii) as reasonably necessary to protect the Services, Insight, or third parties. Unless legally prohibited from doing so or where immediate action is deemed necessary, Insight will make commercially reasonable efforts to notify Customer of any suspension. Insight shall not be liable to Customer, its Authorized Users, or any third party for any suspension. Insight may refer any suspected fraudulent, abusive, or illegal activity by Customer, including its Authorized Users, to law enforcement authorities in Insight’s sole discretion.

 5. Trials, Invoicing, and Fees

• Trials. Insight may in its sole discretion offer the Services on a free trial basis for the period of time specified in an applicable Order Form (the “Trial Period”). Except as otherwise provided in the Order Form, only Customers who have not previously subscribed to or otherwise purchased the Services shall be eligible for a Trial Period. We reserve the right to terminate Services retained on a Trial Period at any time, without notice and in our sole discretion. To continue using the Services after the end of the Trial Period, you must purchase a subscription to such Services before the Trial Period ends.

• Fees. Customer shall pay all fees specified in an Order Form for the entire Subscription Period. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services purchased and not actual usage, and (ii) payment obligations are non-cancelable and all fees paid are non-refundable. Customer shall pay Insight the amount stated in an Order Form within thirty (30) days after receipt of an invoice. Customer shall at all times maintain current and accurate billing information in its Account. Except as set forth in an Order Form, invoices sent to the designated billing contact in the Account shall be deemed received by Customer one business day after delivery. Customer’s payments are subject to applicable governmental regulations and rulings, including withholding of taxes. Insight’s fees exclude, and Customer will be responsible for, taxes and similar charges, including sales, usage, excise, and ad-valorem taxes. Nothing in this section requires either Party to pay income taxes or similar charges of the other Party.

• Overdue Fees. If any invoiced amount not subject to good faith dispute is not received by Insight by the due date, then without limiting Insight’s rights or remedies, (i) Customer agrees that Insight may impose interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower and/or (ii) Insight may condition acceptance of future Order Forms on payment terms shorter than 30 days.

• Suspension of Services. If any amount owed by Customer under these Terms or any Order Forms for the Services that are not subject to good-faith dispute is thirty (30) or more days overdue, Insight may, without limiting Insight’s other rights and remedies, suspend the provision of the Services to Customer until all such amounts are paid in full.

• Payment Disputes. If Customer believes, in good faith, that all or a portion of an invoice is incorrect, Customer shall have the right to withhold payment for the portion of the invoice disputed in good faith, until such time as the dispute has been resolved. Customer shall provide notice to Insight of any objection or dispute to any portion or all of an invoice no later than thirty (30) days after receipt of an invoice, or the invoice shall be deemed valid. Insight will not exercise its rights under the sections above titled “Overdue Fees” and “Suspension of Services” if Customer (i) is disputing the applicable charges reasonably and in good faith; (ii) is cooperating diligently to resolve the dispute; and (iii) timely pays any undisputed amounts due.

• Refunds. Except as otherwise specified in these Terms, fees are non-refundable.

• Future Functionality. Customer agrees that its subscription or other purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written comments made by Insight regarding future functionality or features.

 6. Term and Termination

• Term of Terms. These Terms commences on the Effective Date and continues until all Order Forms hereunder have expired, been delivered in entirety, or have been terminated (the “Term”).

• Term of Provision of Services. With respect to the Services, the Subscription Period for a new subscription (the “Initial Subscription Period”) shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the Initial Subscription Period or one year, whichever is shorter (each, a “Renewal Period”), unless either Party gives the other notice of non-renewal at least 30 days before the end of the relevant Initial Subscription Period or Renewal Period. Fees for the Services during any Renewal Period will be the same as that during the immediately prior Initial Subscription Period or Renewal Period, as applicable, unless Insight provides written notice to Customer of a pricing increase at least 60 days before the end of that prior period, in which case the pricing increase will be effective upon renewal and thereafter.

• Termination for Cause. A Party may terminate these Terms for cause (i) upon thirty (30) days’ written notice to the other Party of a material breach of these Terms, including nonpayment, if such breach remains uncured at the expiration of the 30-day period, or (ii) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

• Refund or Payment Upon Termination for Cause. If Customer terminates these Terms in accordance with Section 6(c), Insight will refund Customer any prepaid fees covering the remainder of the term of an Order Form after the effective date of termination. If Insight terminates these Terms in accordance with Section 6(c), Customer will pay any unpaid fees covering the remainder of the term of all Order Forms. In no event will termination relieve Customer of Customer’s obligation to pay any fees payable to Insight for the period prior to the effective date of termination

• Effects of Termination. Termination of these Terms automatically terminates all Order Forms entered into pursuant to these Terms and terminates Customer’s Account and licenses under these Terms.

• Portability and Deletion of Customer Data. Upon request by Customer made within thirty (30) days after the effective date of termination or expiration of these Terms, Insight will make Customer Data available to Customer for export or download (in a manner determined by Insight in its sole discretion). After that thirty (30) day period, Insight will have no obligation to maintain Customer Data, and may thereafter delete or destroy all copies of Customer Data maintained by Insight. After termination of these Terms, each Party shall, upon written request, promptly return or destroy all of the Confidential Information of the other Party in its possession or control.

• Survival. The following provisions shall survive termination of these Terms: 1, 2(a), 2(d)-(f), 4(c), and 5-11.

 7. Confidentiality

• Definition of Confidential Information. “Confidential Information” means all information disclosed by a Party ("Disclosing Party") to the other Party ("Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Except as otherwise specifically provided in these Terms, Customer’s Confidential Information includes Customer Data; Insight’s Confidential Information includes the Services and Content; and Confidential Information of each Party includes the terms and conditions of all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, business processes, development tools and processes, computer printouts, computer programs, design drawings and manuals, and improvements, patents, copyrights, trade secrets or other intellectual property of any kind of nature, plans for future development and new product concepts, contemplated products, research, development, and strategies disclosed by such Party. However, Confidential Information does not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third Party who rightfully possess the information without confidential or proprietary restrictions, or (iv) was independently developed by the Receiving Party.

• Protection of Confidential Information. Except as otherwise specifically provided in these Terms, each Party covenants and agrees that it will not publish, communicate, divulge, or disclose to any person, firm, or corporation any Confidential Information of any other Party, except as necessary in the performance of the terms of these Terms. Each Party covenants and agrees that it will not use any Confidential Information of any other Party except as necessary to fulfill its obligations or exercise its rights under these Terms, and only for such purposes and only for the time that it is necessary to do so. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care): (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms; and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees, service providers and contractors who need that access for purposes consistent with these Terms and who have signed confidentiality Terms with the Receiving Party containing protections no less stringent than those herein. Liability for damages due to disclosure of the Confidential Information by any such third Party shall be with the Party that disclosed the Confidential Information to the third Party. Neither Party will disclose the terms of any Order Form to any third Party other than its Affiliates, legal counsel and accountants without the other Party's prior written consent, provided that a Party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate's, legal counsel's or accountant's compliance with this Section 7(b).

• Compelled Disclosure. In the event that the recipient of Confidential Information is requested or becomes legally compelled to disclose any Confidential Information of the other Party, it is agreed that the Receiving Party will provide the Disclosing Party with prompt written notice of such request(s) to enable the Disclosing Party, at its sole cost and expense, to seek a protective order or take other lawful steps to protect and preserve the confidential nature of the Confidential Information, and the Receiving Party will cooperate with such efforts by the Disclosing Party, including by delaying the disclosure to the extent lawfully permitted to do so to permit the Disclosing Party the opportunity to engage in such efforts. Each Party agrees that it will furnish only that portion of the Confidential Information which is legally required and will exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information and other information which is being disclosed. Each Party shall immediately notify the other upon discovery of any loss or unauthorized disclosure or other processing of the Confidential Information of the other Party. The Parties agree that to the extent any of their respective regulators have the right to examine the relationship between the Parties described in these Terms, along with the records associated with such relationship, subject to any privacy requirements applicable to either Party or its Affiliates, or to the individual customers of either Party, the Parties shall: (i) provide advance notice of such examination; and (ii) cooperate with each other in making relevant records available.

• Return or Destruction. As requested by the Disclosing Party during the Term, upon expiration or any termination of these Terms, or completion of the obligations of the Receiving Party, as applicable, the Receiving Party shall: (i) return or destroy, as the Disclosing Party may direct, and in the manner reasonably directed by the Disclosing Party, all material in any medium that contains, refers to, or relates to the Disclosing Party's Confidential Information; and (ii) retain no copies except one copy solely to the extent, if any, required compliance with record retention requirements under applicable law; provided, however, that no Party will be obligated to erase Confidential Information subject to a license granted herein or contained in an archived computer system backup made in accordance with such Party's security and/or disaster recovery procedures, provided that such archived copy will: (1) eventually be erased or destroyed in the ordinary course of such Party's data processing procedures; and (2) will remain fully subject to the obligations of confidentiality and security stated herein.

• Misuse. In the event of any actual or suspected misuse, disclosure or loss of, or inability to account for, any Confidential Information of the Disclosing Party, the Receiving Party promptly shall: (i) (and in any event within three business days) notify the Disclosing Party upon becoming aware thereof; (ii) furnish to the Disclosing Party full details of the unauthorized possession, use or knowledge, or attempt thereof, and use reasonable efforts to assist the Disclosing Party in investigating or preventing the reoccurrence of any unauthorized possession, use, or knowledge, or attempt thereof, of Confidential Information; (iii) take such actions as may be necessary or reasonably requested by the Disclosing Party to minimize the violation; and (iv) cooperate in all reasonable respects with the Disclosing Party to minimize the violation and any damage resulting therefrom.

 8. Representations, Warranties, Exclusive Remedies, and Disclaimers

• Representations. Each Party represents that it has validly entered into these Terms and has the legal power to do so.

• Insight Warranties. Insight warrants that during an applicable Subscription Period: (i) these Terms, the Order, and any relevant Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, (ii) Insight will not materially decrease the overall security of the Services, and (iii) the Services will perform materially in accordance with the applicable Documentation. For any breach of a warranty in this Section 8(b), Customer’s exclusive remedies are those described in the sections above titled “Termination for Cause” and “Refund or Payment upon Termination”.

• Customer Warranties. Customer warrants that (i) at all times during the term of these Terms, Customer shall comply with all applicable federal, state, and local laws, and these Terms, and (ii) Customer’s use of the Services or execution of these Terms does not and will not conflict with Customer’s obligations to any third parties.

• Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, INSIGHT MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND INSIGHT SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT; IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE; CLAIM OF INFRINGEMENT; OR CLAIM IN TORT (WHETHER BASED ON NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY OR OTHER THEORY) REGARDING THE OPERATION OF THE SERVICES, CONTENT, OR OUTPUTS, INCLUDING ANY HEALTH OR MEDICAL INFORMATION AVAILABLE ON OR THROUGH THE SERVICES. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY THIRD-PARTY HOSTING PROVIDERS.

 9. Indemnification

• Indemnification by Insight. Insight will defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that the use of the Services in accordance with these Terms infringes or misappropriates such third party's intellectual property rights (a “Claim Against Customer”), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a court-approved settlement of, a Claim Against Customer, provided Customer (i) promptly gives Insight written notice of the Claim Against Customer, (ii) gives Insight sole control of the defense (including selection of attorneys) and settlement of the Claim Against Customer (except that Insight may not settle any Claim Against Customer unless it releases Customer of all liability), and (iii) gives Insight necessary assistance, at Insight’s expense. The above defense and indemnification obligations do not apply to the extent a Claim Against Customer arises from (1) Customer’s breach of these Terms; (2) a combination, operation, or use of the Services with other software, hardware, or technology not provided by Insight if the claim would not have arisen but for the combination, operation, or use; or (3) Customer Data.

• Indemnification by Customer. Customer will indemnify, defend, and hold Insight harmless against any claim, demand, suit or proceeding made or brought against Insight by a third party (i) alleging that Customer Data, or Customer’s breach of these Terms, or any conduct arising out of Customer’s breach of these Terms infringes or misappropriates such third party's intellectual property rights or violates applicable law; (ii) arising from or related to Customer’s use of the Services in violation of these terms; or (iii) arising from or related to Customer Data (a “Claim Against Insight”), and will indemnify Insight from any damages, attorney fees and costs finally awarded against Insight as a result of, or for any amounts paid by Insight under a court-approved settlement of, a Claim Against Insight, provided Insight promptly gives Customer written notice of the Claim Against Insight (provided that failure to so notify will not remove Customer’s obligation except to the extent Customer is materially prejudiced thereby). For a Claim Against Insight, Customer controls the defense and settlement of the Claim Against Insight and Insight agrees to give Customer all reasonable assistance, at Customer’s expense. Customer will not settle, compromise, or otherwise enter into any Terms regarding the disposition of any Claim Against Insight without the prior written consent and approval of Insight unless such settlement: (i) is solely for a cash payment; (ii) requires no admission of liability or wrongdoing on the part of Insight, (iii) imposes no affirmative obligation on Insight; (iv) imposes no restriction on Insight’s business; (v) provides that the parties to such settlement shall keep the terms of the settlement confidential; and (vi) provides for a full and complete release of Insight. Customer shall reimburse Insight upon demand for any losses incurred by Insight that is subject to an indemnification obligation as set forth in this Section 9(b).

• Exclusive Remedy. This Section 9 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section 9.

 10. Limitation of Liability

• Limitation of Liability. NEITHER PARTY'S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THESE TERMS WILL EXCEED THE AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. HOWEVER, THE ABOVE LIMITATIONS WILL NOT APPLY TO: (I) CUSTOMER’S RECKLESS OR NEGLIGENT ACTS OR OMISSIONS; (II) CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 5 (TRIALS, INVOICING, AND FEES); (III) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9; (IV) EITHER PARTY'S LIABILITY FOR ANY BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 7; OR (V) EITHER PARTY'S LIABILITY FOR ITS INFRINGEMENT OR MISAPPROPRIATION OF ANY PROPRIETARY RIGHTS OF THE OTHER PARTY.

• Exclusion of Consequential and Related Damages. NEITHER PARTY WILL HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

 11. General

• Notices. Except as otherwise set forth herein, all notices under these Terms will be in writing addressed to the Parties to the individual at the address set forth on the Order Form and will be deemed to have been duly given (i) when received, if personally delivered; (ii) the first business day after sending by email; (iii) the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and (iv) upon receipt, if sent by certified or registered mail, return receipt requested.

• Relationship of the Parties. Insight is performing the services as an independent contractor and nothing in these Terms will be construed as establishing an employment, agency, partnership or joint venture relationship between Customer and Insight or any Insight employees or other persons performing Insight’s obligations hereunder. Neither Party will have the authority to act on behalf of or bind the other Party in any manner.

• Trade Restrictions. Customer acknowledges that the Services and any related products, information, documentation, software, technology, technical data, and any derivatives thereof, that Ironclad makes available (collectively “Excluded Data”) are subject to the export control and sanctions laws and regulations of the United States and other countries that may prohibit or restrict access by certain persons or from certain countries or territories currently including, but not limited to, Cuba, the Crimea region of the Ukraine, Sudan, Iran, North Korea and Syria ("Trade Restrictions”). Customer represents and warrants that it is not: (i) located in an embargoed country or territory, (ii) under the control of an entity organized in or a resident of an embargoed country or territory, (iii) listed on any U.S. government list of persons or entities with which U.S. persons are prohibited from transacting, including, but not limited to, OFAC’s List of Specially Designated Nationals and Other Blocked Persons, the U.S. State Department's Nonproliferation Sanctions lists, the U.S. Commerce Department’s Entity List or Denied Persons List located at https://www.export.gov/article?id=Consolidated-Screening-List; or (iv) subject to end destination export control regulations, such as, but not limited to, the U.S. Export
  Administration Regulations and U.S. Government EU Dual-Use Regulation EC 428/2009. Customer is solely responsible for complying with Trade Restrictions for all Excluded Data and any of its content transmitted through the Services

• Governing Law and Venue. These Terms shall be governed by the laws of the Texas, without reference to conflict of laws principles. Any disputes under these Terms shall be resolved in a court of general jurisdiction in Texas. Customer hereby expressly agree to submit to the exclusive personal jurisdiction of this jurisdiction for the purpose of resolving any dispute relating to these Terms, or relating to access to or use of the Services by Customer or its Authorized Users.

• Force Majeure. Neither Party shall be liable hereunder by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of such Party, which may include hosting provider failure or delay, non-Services application, denial-of-service attacks, strikes, shortages, riots, fires, pandemic, acts of God, war, terrorism, and governmental action.

• No Third-Party Beneficiaries. There are no third-party beneficiaries to these Terms.

• Waiver. No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right.

• Severability. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in effect.

• Construction. Each Party acknowledges that it has consulted with or had the opportunity to consult with counsel of its choice, and that in executing these Terms it has not relied upon any statements, representations or Terms other than those expressly contained herein.

• Construction. Each Party acknowledges that it has consulted with or had the opportunity to consult with counsel of its choice, and that in executing these Terms it has not relied upon any statements, representations or Terms other than those expressly contained herein.

• Modification of Terms. Insight may modify these Terms in its discretion, in which case the new Terms will supersede prior versions. Insight shall notify Customer at least thirty (30) days prior to the effective date of any such amendment and Customer’s continued use of the Services following the effective date of any such amendment may be relied upon by Insight as consent to any such amendment

• Business Associate Agreement. If Customer and Insight have entered into a separately negotiated Business Associate Agreement ("Negotiated BAA"), such Negotiated BAA shall apply and is hereby incorporated by reference into these Terms. In the absence of a Negotiated BAA, the standard Business Associate Agreement ("Standard BAA") available at https://www.insighthealth.ai/service-baa is hereby incorporated by reference into these Terms. The applicable BAA (whether Negotiated or Standard) shall control with respect to the subject matter covered by the BAA in the event of any conflict with these Terms.

• Entire Terms and Order of Precedence. These Terms, including the applicable BAA (whether Negotiated or Standard), constitute the entire agreement between Customer and Insight regarding Customer's use of the Services and its Content and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. The Parties agree that any term or condition stated in Customer's purchase order or in any other of Customer's order documentation (excluding Order Form as defined herein) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (i) the applicable BAA (whether Negotiated or Standard), (ii) the applicable Order Form, and (iii) these Terms. Notwithstanding any other provision of these Terms, in no event shall any terms or conditions in these Terms or any other document be agreed, accepted, waived or modified via a “Void Contracting Method.” A “Void Contracting Method” is one in which an Terms or acceptance purportedly takes place within or through products or services or an application, website, or portal operated by or for Insight through Customer action (such as electronic signature, checking a box, or clicking to accept) or inaction, even if Customer is informed that such action or inaction will constitute Terms or acceptance. Any terms or conditions purportedly accepted or agreed via a Void Contracting Method shall be void and of no legal consequence.

• Headings. The headings used in these Terms are for reference only and do not define, limit, or therwise affect the meaning of any provisions hereof.