Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the services, website, reports, and related materials (“Services”) provided by CPET-Insight, Inc. (“CPET-Insight,” “we,” “us,” or “our”), a Delaware corporation that develops and licenses a business-to-business software platform (the “Platform”) for the automated analysis of cardiopulmonary exercise testing (“CPET”) data submitted by its business customers. CPET-Insight is a health technology company. It provides the Platform together with the structured quality-control and clinical review described in Section 1.3. CPET-Insight is not a treating health care provider, does not provide telehealth or direct medical services, does not establish a physician-patient or other treatment relationship with any patient, and does not assume responsibility for any patient-care decision

These Terms apply to all users of the Services, including healthcare providers, clinical staff, hospital systems, medical practices, and any other authorized users (“Users,” “you,” or “your”)

The Services are made available only to business entities and licensed professionals. The Services are not offered to consumers, patients, or individuals acting in a personal or household capacity. The Services are hosted, operated, and supported from the United States and are available to authorized customers and users located outside the United States on the terms set out in Section 14.6.

1. Nature of Services

1.1 Software Platform Only

CPET-Insight provides a hosted software platform that applies deterministic, pre-defined analytic rules to CPET data that Customer collects and uploads, together with the structured quality-control and clinical review described in Section 1.3. CPET-Insight does not collect data from patients, does not administer or supervise CPET studies, and does not participate in the delivery of care to any patient. The Services consist of:

• Automated processing of CPET data and related information uploaded to the Platform by authorized Users
• Generation of analytic reports, calculated values, and data summaries derived solely from the data submitted
• Structured quality-control and clinical review of Outputs before release, as described in Section 1.3
• General educational and reference materials relating to CPET methodology, none of which are directed to, or prepared for, any individual patient
• Technical support to authorized Users regarding the operation of the Platform and the derivation of the values it reports

1.2 Advisory Nature of Outputs

All reports, calculated values, summaries, and analyses generated by the Platform (“Outputs”) are:

• Informational only - they do not constitute medical advice, a diagnosis, a treatment recommendation, or a clinical decision
• Based solely on the data, records, and information submitted to us by the User at the time of the request, as processed by the Platform and reviewed under Section 1.3
• Intended to assist and inform the clinical judgment of qualified, licensed healthcare professionals
• Not a substitute for independent professional clinical assessment by a licensed provider who has direct knowledge of the patient

1.3 Quality Control, Clinical Review, and Absence of a Physician-Patient Relationship

Before release, each Output is subject to CPET-Insight’s structured quality-control and clinical review process. Qualified CPET-Insight clinical personnel may review the submitted data, automated findings, quality indicators, and report narrative; correct or supplement narrative content; hold an Output for additional review; and authorize its release. CPET-Insight maintains records of this review and requires that personnel performing it hold the qualifications, and any professional licenses, that CPET-Insight determines are appropriate to the review being performed.

This review is provided as part of CPET-Insight’s clinical decision-support and quality-assurance services. It does not establish a physician-patient relationship, a provider-patient relationship, or any other professional duty of care to any patient; does not constitute the direction, supervision, or management of patient care; and does not transfer to CPET-Insight responsibility for diagnosis, treatment, prescribing, follow-up, or any other patient-care decision. The ordering or treating provider must independently evaluate each Output in light of the patient’s complete clinical circumstances and remains solely responsible for all patient-care decisions.

CPET-Insight does not communicate with patients, does not participate in the care of any patient, and does not exercise clinical judgment as to how any patient should be evaluated, treated, or managed. CPET-Insight acts in support of, and not in substitution for, the ordering or treating provider.

1.4 User Eligibility

The Services are intended exclusively for use by qualified, licensed healthcare professionals and authorized institutional users, including but not limited to:

• Physicians, cardiologists, pulmonologists, and other licensed medical providers
• Exercise physiologists operating under physician supervision
• Hospital systems, health networks, and medical practices with appropriate clinical oversight
• Authorized administrative staff acting on behalf of a licensed clinical user

By using the Services, you represent and warrant that you are a licensed healthcare professional or authorized institutional user with the authority to submit patient data for automated analysis, that you hold all professional licenses, registrations, and authorizations required in each jurisdiction in which you practice, and that your access to and use of the Services complies with the laws applicable to you. Where you are a HIPAA Covered Entity or Business Associate and CPET-Insight will create, receive, maintain, or transmit Protected Health Information on your behalf, you further represent that a Business Associate Agreement with CPET-Insight is in effect before you transmit any Protected Health Information. Access and use from outside the United States is subject to Section 14.6

1.5 Software Design, AI-Assisted Development, and Use of Language Models

Our Services are delivered through a software-as-a-service (SaaS) platform, and the analytic outputs delivered for each individual CPET are produced by deterministic analytic software developed by CPET-Insight with input from independent clinical advisors. Large language models (LLMs) are not part of the per-report interpretive path

The interpretation logic within our software was authored and iteratively refined with the assistance of AI coding tools working with CPET-Insight’s independent clinical advisors, and is versioned software refined on an ongoing basis based on real-world clinical experience and physician feedback. Large language models do not generate the deterministic measurements or the official analytic report for an individual test. CPET-Insight may use governed language-model technology in supporting roles, including internal tooling and content workflows, and in the separate, report-scoped educational and decision-support features described in Section 1.8

CPET-Insight performs the quality-control and clinical review of Outputs described in Section 1.3, and that review is limited to the activities described there. Independent clinical review of each Output in the context of the individual patient is performed by the ordering or treating provider, who remains responsible for every decision made in reliance on it. Additional information on how automated processing is used, together with your rights under applicable privacy laws — including United States federal and state privacy laws, state laws governing automated decision-making, and, where applicable, the privacy laws of other jurisdictions in which you operate — is provided in our Privacy Policy

1.6 Regulatory Status

CPET-Insight does not market the Platform as a medical device. The Platform is intended to operate as clinical decision support software that displays, analyzes, and reports CPET data in a manner that allows a licensed health care professional to independently review the basis for any value reported, so that the professional does not rely primarily on that value in making a clinical decision. The quality-control and clinical review described in Section 1.3 is applied to support the reliability of Outputs and does not alter this intended use, and it neither substitutes for nor displaces the independent review required of the licensed health care professional. The Platform has not been cleared or approved by the U.S. Food and Drug Administration, and CPET-Insight makes no representation that any regulatory clearance, approval, certification, or accreditation has been obtained.

The Platform is not intended to acquire, process, or analyze a signal directly from a signal acquisition system, and is not intended to provide a time-critical alarm, alert, or triage output. Users must not configure or use the Services in a manner inconsistent with this intended use.

1.7 No Professional Relationship or Standard of Care

As between CPET-Insight and Customer, CPET-Insight performs under these Terms as a provider of software and clinical decision-support and quality-assurance services, and not as a health care provider rendering professional services to any patient. CPET-Insight will perform the quality-control and clinical review described in Section 1.3 with reasonable care. To the fullest extent permitted by applicable law, the professional, clinical, or medical standard of care owed by a treating provider to a patient does not apply to CPET-Insight’s performance under these Terms, and CPET-Insight’s obligations are limited to those expressly stated in these Terms and in any applicable service agreement. CPET-Insight does not hold itself out as practicing medicine, as rendering a professional opinion on the care of any individual patient, or as assuming any duty owed by the ordering or treating provider to a patient.

1.8 Report-Scoped Conversational Decision Support

After an analytic report has been generated, authorized Users may be given access to a report-scoped conversational feature that uses governed language-model technology to explain or discuss the completed results of that report. Access is limited to authorized Users, and each conversation is scoped to a report that the User is authorized to access.

Large language models do not generate the deterministic measurements or the official analytic report for an individual test. Responses produced by the conversational feature do not modify the official Output, do not form part of the Output or of any patient record, do not constitute medical advice, a diagnosis, or a treatment recommendation, and do not replace review and judgment by qualified clinical professionals. Responses may be incomplete or inaccurate and must be independently verified against the Output and the patient’s clinical circumstances before being relied on. The quality-control and clinical review described in Section 1.3 applies to Outputs and does not apply to individual conversational responses.

Data submitted to, and responses generated by, the conversational feature are handled in accordance with Section 4, our Privacy Policy, and the applicable BAA. CPET-Insight does not use Customer data or Protected Health Information to train or fine-tune any general-purpose language model, and contractually prohibits its language-model subprocessors from doing so.

2. Clinical Responsibility and Patient Outcomes

2.1 Provider Responsibility

The ordering and treating healthcare provider(s) are solely and exclusively responsible for:

• All clinical decisions made in connection with a patient’s care, regardless of any interpretation or recommendation provided by CPET-Insight
• Independently reviewing, evaluating, and verifying the appropriateness of any CPET-Insight Output before acting on it
• Determining whether an Output is clinically appropriate and applicable to the specific patient in the context of that patient’s full clinical history, comorbidities, medications, and individual circumstances
• Communicating with the patient, obtaining informed consent, and making all clinical judgments that affect patient care
• Ensuring that any use of CPET-Insight’s Services complies with applicable professional standards, clinical guidelines, institutional policies, and applicable law
• Ensuring that the data submitted to CPET-Insight is accurate, complete, and properly de-identified or transmitted in compliance with applicable privacy law

2.2 Accuracy of Submitted Data

The Outputs are entirely dependent on the quality and accuracy of the data submitted by the User. CPET-Insight:

• Does not independently verify, audit, or validate the clinical accuracy of submitted data, and conducts the review described in Section 1.3 on the basis of the data as submitted
• Is not responsible for errors, omissions, or inaccuracies in data submitted by the User
• May note data quality concerns in an Output, and may hold an Output under Section 1.3 where quality indicators warrant, but cannot guarantee detection of all errors

Users are responsible for ensuring that submitted data is accurate, complete, legible, and of sufficient technical quality to support a valid computation. CPET-Insight shall not be liable for Outputs generated from inaccurate, incomplete, or low-quality data

2.3 No Guarantee of Outcomes

CPET-Insight does not guarantee, warrant, or represent that its Outputs will result in any particular clinical outcome, patient benefit, or diagnostic accuracy for any individual patient. Medicine involves inherent uncertainty, and the Outputs represent the result of automated computation applied solely to the data provided, as reviewed under Section 1.3, and do not represent a professional opinion on the care of any individual patient, a diagnosis, or a treatment recommendation. No Output should be treated as definitive or conclusive

2.4 Emergency Situations

CPET-Insight’s Services are not designed for, and must not be used in, emergency clinical situations. If a patient requires emergency medical attention, the treating provider must follow appropriate emergency protocols. Do not delay emergency care to obtain or await a CPET-Insight interpretation

3. Use of Services

3.1 Permitted Use

You may use the Services solely for lawful professional purposes consistent with these Terms, including the submission of de-identified or appropriately authorized patient data for automated analysis in the context of your professional practice. Access to and use of the Services from outside the United States is permitted on the terms set out in Section 14.6

3.2 Prohibited Use

You agree not to:

• Use the Services for any purpose that violates applicable federal, state, or local law or regulation, including HIPAA, HITECH, or applicable state privacy laws
• Submit patient data without appropriate authorization or consent, or, where a Business Associate Agreement is required under Section 4.1, without a valid Business Associate Agreement (BAA) with CPET-Insight in effect
• Represent CPET-Insight’s Outputs as final, conclusive, or independently issued clinical diagnoses
• Share, redistribute, resell, or sublicense Outputs to unauthorized third parties without CPET-Insight’s prior written consent
• Attempt to reverse-engineer, decompile, or misappropriate any CPET-Insight platform, methodology, or proprietary content
• Use CPET-Insight IP, Outputs, or any component of the Services to develop, train, or improve any competing product or service
• Use CPET-Insight Outputs, models, or content to train, fine-tune, evaluate, or benchmark any machine learning or artificial intelligence system, whether or not competitive with CPET-Insight
• Engage in systematic scraping, data extraction, or automated benchmarking of the Services beyond ordinary permitted use
• Use the Services to submit false, fraudulent, or misleading data
• Interfere with or disrupt the security or integrity of the Services or any systems connected to them
• Use the Services in any manner that could create liability for CPET-Insight or compromise patient safety
• Use the Services in an emergency or time-critical clinical situation, or delay clinical care while awaiting an Output
• Rely on any Output as the sole basis for a diagnosis, treatment decision, or clinical determination, or enter an Output into a patient record without independent review by a licensed provider
• Rely on a response generated by the conversational feature described in Section 1.8 as a diagnosis, a treatment recommendation, or a substitute for the Output or for independent clinical review, or enter such a response into a patient record as though it were an Output
• Access or use the Services from, or transmit data to the Services from, any jurisdiction where that access, use, or transmission would violate applicable law, or otherwise than in accordance with Section 14.6
• Describe, market, or represent the Platform or any Output as an FDA-cleared or FDA-approved device, as a diagnostic test, or as a substitute for a diagnostic test

3.3 Institutional Use

If you are accessing the Services on behalf of a healthcare organization, hospital system, or medical practice (“Institution”), you represent that you have authority to bind the Institution to these Terms, and that the Institution accepts these Terms. The Institution is responsible for ensuring that all individual users within its organization comply with these Terms

4. HIPAA, Data Privacy, and Protected Health Information

4.1 Business Associate Agreement

Where Customer is a HIPAA Covered Entity or a Business Associate and CPET-Insight will create, receive, maintain, or transmit Protected Health Information (PHI) as defined under HIPAA on Customer’s behalf in the course of providing the Services, the parties must execute a Business Associate Agreement (BAA) prior to any transmission of PHI. Use of the Services to transmit PHI subject to HIPAA without an executed BAA in place is strictly prohibited. In the event of any conflict between these Terms and an executed BAA with respect to PHI, the BAA controls

A BAA is not required merely because a customer submits health-related data. Where HIPAA does not apply to Customer or to the data Customer submits, including in the case of many customers located outside the United States, the parties will instead enter into the data processing agreement, transfer agreement, or country- or jurisdiction-specific addendum (if any) that CPET-Insight determines is appropriate under Section 14.6. CPET-Insight may agree to execute a BAA, or a comparable agreement, with a customer that is not subject to HIPAA where the parties consider it appropriate

To request a BAA or confirm whether one is in place for your organization, contact [email protected]

4.2 De-identification

Where possible and appropriate, Users are encouraged to submit de-identified data in accordance with HIPAA’s Safe Harbor or Expert Determination de-identification standards. CPET-Insight is not responsible for ensuring de-identification of data submitted by Users

4.3 Data Use

CPET-Insight will use submitted patient data solely to provide the requested Services, including the quality-control and clinical review described in Section 1.3 and the features described in Section 1.8, and as otherwise described in our Privacy Policy and any applicable BAA. We do not sell patient data or use it for purposes other than those authorized. CPET-Insight may de-identify PHI, and may provide data aggregation services, only to the extent expressly permitted by the applicable BAA and 45 C.F.R. § 164.504(e)

4.4 Security

CPET-Insight hosts its systems with infrastructure subcontractors with which it has executed business associate agreements, and implements reasonable administrative, technical, and physical safeguards aligned with HIPAA Security Rule requirements to protect PHI. However, no transmission method is entirely secure. Users are responsible for ensuring that data is transmitted to CPET-Insight through approved secure channels only

4.5 No Certification or Warranty of Compliance

HIPAA does not provide for the certification of any product, service, or organization. Any statement that CPET-Insight’s Services are “HIPAA compliant,” “HIPAA aligned,” or similar describes the safeguards CPET-Insight implements in its capacity as a business associate. It is not a certification, accreditation, audit opinion, or warranty that your own use of the Services satisfies your obligations under HIPAA or any other law. You remain solely responsible for your own compliance as a covered entity or business associate.

4.6 Subcontractors

CPET-Insight may engage subcontractors to perform aspects of the Services. Where a subcontractor creates, receives, maintains, or transmits PHI on CPET-Insight’s behalf, CPET-Insight will obtain written assurances from that subcontractor consistent with 45 C.F.R. § 164.308(b) and § 164.502(e)(2). CPET-Insight remains responsible for the performance of its subcontractors under these Terms.

4.7 Security Incidents

CPET-Insight will notify you of any breach of unsecured PHI, and of any security incident required to be reported, in the manner and within the time periods specified in the applicable BAA. The BAA governs all notification obligations relating to PHI.

4.8 Return or Destruction of Data

On termination, CPET-Insight will return or destroy PHI in accordance with the applicable BAA. Where return or destruction is infeasible, CPET-Insight will extend the protections of the BAA to that information and limit further use and disclosure to the purposes that make return or destruction infeasible. You are responsible for exporting any data you wish to retain before termination takes effect.

5. Intellectual Property

5.1 CPET-Insight IP

All methodologies, report templates, interpretive frameworks, proprietary algorithms, software, branding, and content developed or owned by CPET-Insight (“CPET-Insight IP”) are and remain the exclusive property of CPET-Insight. Nothing in these Terms grants you any ownership interest in CPET-Insight IP

5.2 Outputs

CPET-Insight grants you a limited, non-exclusive, non-transferable license to use Outputs solely for the clinical purposes for which they were requested, within your professional practice, and in accordance with these Terms. You may not reproduce, redistribute, or commercialize Outputs without prior written consent from CPET-Insight

5.3 User-Submitted Data

You retain ownership of data you submit to CPET-Insight. By submitting data, you grant CPET-Insight a limited license to use it for the sole purpose of providing the requested Services. CPET-Insight may use de-identified, aggregated data for quality improvement, research, and service development purposes, provided that (a) such de-identification is expressly permitted by the applicable BAA, (b) de-identification is performed in accordance with 45 C.F.R. § 164.514(b), and (c) such use complies with applicable law

5.4 Feedback

If you provide suggestions, enhancement requests, or other feedback regarding the Services, you grant CPET-Insight a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate that feedback into the Services without obligation or attribution. Feedback must not include Protected Health Information or your confidential information.

6. Confidentiality

Both parties agree to maintain the confidentiality of any non-public information shared in connection with the Services, including patient data, clinical reports, business information, and proprietary methodologies. CPET-Insight will not disclose your confidential information to third parties except as necessary to provide the Services, as required by law, or as authorized by you in writing. You agree not to disclose CPET-Insight’s proprietary methods, pricing, or non-public business information to unauthorized parties

7. Fees and Credits

Fees for CPET-Insight’s Services are paid upfront in accordance with the applicable service agreement, order form, or fee schedule provided to you. Payment generates platform credits that are applied against Services as they are used. Unless otherwise agreed in writing:

• All fees must be paid in advance, and credits must be available prior to submitting data for interpretation or otherwise using the Services
• Credits are non-refundable and expire twelve (12) months from the date of purchase, except as required by applicable law
• CPET-Insight may, in its sole discretion, extend the expiration date of unused credits in reasonable circumstances upon written request
• All fees are exclusive of taxes; you are responsible for all sales, use, and similar taxes, other than taxes on CPET-Insight’s net income
• CPET-Insight may suspend access to the Services if fees are past due, if no credits are available, or if continued access presents a security or legal risk, in each case on reasonable prior notice where practicable
• All amounts are payable in U.S. dollars without set-off, deduction, or counterclaim

8. Disclaimers of Warranties

CPET-Insight does not warrant that:

• Outputs will be free from error or will meet your specific clinical expectations
• The Services will be uninterrupted, timely, or error-free
• Any Output will be appropriate for any particular patient or clinical scenario
• Results will achieve any particular diagnostic or clinical outcome
• Outputs constitute diagnostic results, clinically validated findings, or the output of a cleared or approved medical device

Nothing in this Section limits liability that cannot be excluded under applicable law

9. Limitation of Liability

9.1 Exclusion of Consequential Damages

Subject to Section 9.5, and to the fullest extent permitted by applicable law, CPET-Insight shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for loss of profits, loss of data, loss of goodwill, or any other intangible losses, arising out of or relating to your use of or inability to use the Services or any Outputs, even if CPET-Insight has been advised of the possibility of such damages

9.2 Aggregate Liability Cap

To the fullest extent permitted by applicable law, CPET-Insight’s total aggregate liability arising out of or relating to these Terms or the Services, regardless of the form of action, shall not exceed the total fees paid by you to CPET-Insight under the applicable order form in the twelve (12) months immediately preceding the event giving rise to the claim. Notwithstanding the foregoing, CPET-Insight’s aggregate liability for claims arising from breach of its confidentiality obligations, or from a breach of unsecured Protected Health Information caused by CPET-Insight, shall not exceed two times (2x) the fees paid in that twelve (12) month period, and the exclusion in Section 9.1 shall not apply to regulatory fines, breach-notification costs, or credit-monitoring costs directly incurred as a result of such a breach

9.3 Essential Basis

The limitations in this Section reflect a reasonable allocation of risk between the parties and form an essential basis of the bargain between you and CPET-Insight. CPET-Insight would not provide the Services without these limitations

9.4 Patient Outcomes

Except to the extent arising from CPET-Insight’s gross negligence, willful misconduct, or fraud, and except where such exclusion is prohibited by applicable law, CPET-Insight excludes liability for patient outcomes, adverse events, clinical errors, misdiagnosis, delayed diagnosis, or any harm to any patient arising from or related to the use of, reliance on, or failure to use any Output. The treating and ordering provider’s independent professional judgment, exercise of clinical discretion, and compliance with the applicable standard of care are not displaced or diminished by any CPET-Insight Output

9.5 Exceptions to Limitations

Nothing in this Section limits or excludes: (a) your obligation to pay fees due; (b) either party’s indemnification obligations under Section 10; (c) liability for fraud, gross negligence, or willful misconduct; (d) liability for death or personal injury to the extent such a limitation is prohibited by applicable law; or (e) any other liability that cannot be limited or excluded under applicable law.

10. Indemnification

10.1 Customer Indemnity

You agree to indemnify, defend, and hold harmless CPET-Insight, its directors, officers, employees, contractors, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

• Your use of the Services or any Output
• Your violation of these Terms or any applicable law or regulation
• Your clinical decisions, patient care activities, or any outcomes related to patients under your care
• Any claim by a patient, patient’s representative, or third party arising from or relating to your use of a CPET-Insight Output
• Your submission of inaccurate, incomplete, or unauthorized data
• Your infringement of any intellectual property or privacy right of any third party

10.2 CPET-Insight Indemnity

CPET-Insight will defend you against any third-party claim alleging that the Platform, as provided by CPET-Insight and used in accordance with these Terms, infringes that third party’s United States patent, copyright, or trade secret rights, and will pay damages finally awarded against you or agreed in settlement. This obligation does not apply to claims arising from data or materials supplied by you, from use of the Services in combination with items not supplied by CPET-Insight, or from use of the Services in violation of these Terms.

10.3 Indemnification Procedure

The party seeking indemnification must promptly notify the other party in writing of the claim, grant the indemnifying party sole control of the defense and settlement, and provide reasonable cooperation at the indemnifying party’s expense. The indemnifying party may not settle a claim in a manner that imposes non-indemnified liability, an injunction, or an admission of wrongdoing on the indemnified party without that party’s prior written consent.

11. Compliance with Applicable Law

You are solely responsible for ensuring that your use of the Services complies with all laws and regulations applicable to you. For Users established or operating in the United States, these include but are not limited to the following, in each case to the extent applicable to you:

• HIPAA and HITECH (Health Insurance Portability and Accountability Act and Health Information Technology for Economic and Clinical Health Act)
• Applicable state medical practice acts and licensing requirements
• Medicare and Medicaid conditions of participation and documentation requirements
• The False Claims Act and applicable fraud and abuse laws
• State and federal privacy laws applicable to health information
• State corporate practice of medicine doctrines, fee-splitting restrictions, and professional licensure requirements applicable to your practice
• The federal Anti-Kickback Statute, the Stark Law, and analogous state statutes
• State telehealth and remote-interpretation laws applicable to the jurisdiction in which the patient is located

For Users established or operating outside the United States, you are responsible for compliance with the laws of each jurisdiction in which you operate, including data protection and health information laws, medical device and software regulation, professional licensure and scope-of-practice rules, and applicable export control and sanctions laws. CPET-Insight makes no representation that the Services, or your use of them, will satisfy any specific legal, regulatory, or accreditation requirement applicable to your practice or institution in any jurisdiction

12. Term and Termination

12.1 Term

These Terms are effective from the date you first access or use the Services and continue until terminated in accordance with this Section

12.2 Termination by Either Party

Either party may terminate the Services with thirty (30) days’ prior written notice. Either party may terminate immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within fifteen (15) days of receiving written notice of the breach

12.3 Effect of Termination

Upon termination:

• Your right to use the Services and access Outputs ceases immediately (unless otherwise agreed in writing)
• Any unused credits are forfeited and non-refundable, except as expressly set forth in a written agreement or as required by applicable law
• Each party will return or destroy the other’s confidential information as requested, subject to legal retention obligations, and CPET-Insight will return or destroy PHI in accordance with Section 4.8 and the applicable BAA
• Sections 1.2, 1.3, 1.5, 1.6, 1.7, 1.8, 2, 3.2, 4, 5, 6, 7, 8, 9, 10, 11, 12.3, 14, and 15 of these Terms, and any other provision that by its nature should survive, survive termination

13. Modifications to These Terms

CPET-Insight reserves the right to modify these Terms at any time. We will provide notice of material changes by updating the “Last Updated” date above and, where practicable, by notifying Users via email or website notice. Your continued use of the Services after the effective date of any modification constitutes your acceptance of the updated Terms. Material changes take effect thirty (30) days after notice and apply prospectively only; they do not apply to Services already performed. Where you have a signed service agreement, that agreement controls over any conflicting change to these Terms for the remainder of its term. If you do not agree to a material change, you must discontinue use of the Services and notify us in writing

14. Governing Law and Dispute Resolution

14.1 Governing Law

These Terms and any dispute arising out of or relating to them or the Services shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles. Subject to Section 14.3, the state and federal courts located in Wilmington, Delaware have exclusive jurisdiction over any dispute not subject to arbitration, and each party consents to personal jurisdiction and venue in those courts. Nothing in this Section displaces any mandatory law of the state in which Customer operates that cannot be waived by contract

14.2 Informal Resolution

Before initiating formal legal proceedings, the parties agree to attempt to resolve any dispute informally by providing written notice to the other party describing the dispute in reasonable detail. The parties will negotiate in good faith for at least thirty (30) days following such notice before pursuing formal proceedings

14.3 Arbitration

Any dispute that cannot be resolved informally shall be submitted to binding arbitration administered by JAMS (or such other mutually agreed arbitration body) in accordance with its applicable rules. The arbitration shall be seated in Wilmington, Delaware, and may be conducted by remote or virtual proceedings as agreed by the parties. The arbitration shall be conducted before a single arbitrator with experience in health care technology disputes, under the JAMS Comprehensive Arbitration Rules. Each party bears its own attorneys’ fees and an equal share of the arbitrator’s fees unless the arbitrator determines otherwise. The arbitration and its record are confidential. Any claim must be brought within two (2) years after the claim accrues, except where a longer period is required by applicable law. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction

14.4 Exceptions

Notwithstanding the foregoing, either party may seek emergency injunctive or equitable relief in a court of competent jurisdiction to prevent irreparable harm pending resolution of a dispute

14.5 Class Action Waiver

To the fullest extent permitted by applicable law, all disputes shall be resolved on an individual basis. You and CPET-Insight waive any right to bring or participate in a class, collective, consolidated, or representative proceeding. This waiver does not apply where it is prohibited by applicable law. The Services are offered only to business entities and licensed professionals, and these Terms are not intended to govern any consumer transaction

14.6 International Availability and Use

The Services are hosted, operated, and supported from the United States. CPET-Insight makes the Services available to authorized business customers, and to their authorized Users, located outside the United States, subject to this Section.

(a) Authorized international use. Customers and Users located outside the United States may access and use the Services where CPET-Insight has authorized that access. In every jurisdiction, the Services remain available only to business entities and licensed professionals and are not offered to consumers, patients, or individuals acting in a personal or household capacity.

(b) Customer compliance with local law. Customer is responsible for determining whether its access to and use of the Services is lawful in each jurisdiction in which it operates, and for complying with all laws applicable to it, including data protection and health information laws, medical device and software regulation, professional licensure and scope-of-practice requirements, and applicable export control and sanctions laws. CPET-Insight makes no representation that the Services are appropriate, lawful, or available for use in any particular jurisdiction.

(c) United States hosting and processing. Customer data submitted to the Platform, including any Protected Health Information, is stored and processed in the United States by CPET-Insight and its subprocessors. By accessing or using the Services, Customer acknowledges that the data it submits will be transferred to and processed in the United States, and Customer is responsible for providing any notice, and for obtaining any consent, authorization, or approval, required in its jurisdiction for that transfer and processing.

(d) Transfer and processing documentation. CPET-Insight may require, as a condition of providing or continuing the Services, that Customer execute a data processing agreement, an international data transfer agreement, Standard Contractual Clauses or another transfer mechanism recognized under applicable law, or a country- or jurisdiction-specific addendum, in each case in the form CPET-Insight reasonably determines to be appropriate for the relevant jurisdiction. Where executed, those documents govern the matters they expressly address, in accordance with Section 15.1.

(e) Declining or suspending Services. CPET-Insight may decline to provide, or may suspend or terminate, the Services in whole or in part, and as to any jurisdiction, customer, site, or User, where CPET-Insight reasonably determines that providing or permitting the use of the Services would violate applicable law, would expose CPET-Insight to material legal or regulatory risk, or where documentation required under paragraph (d) has not been completed. Where practicable, CPET-Insight will give reasonable prior notice before acting under this paragraph.

Nothing in this Section modifies Section 14.1 or Section 14.3, and nothing in these Terms limits any right of a Customer or User that cannot be waived under mandatory law applicable to it.

15. General Provisions

15.1 Order of Precedence

In the event of a conflict, the following order of precedence applies, from highest to lowest: (a) the executed Business Associate Agreement, as to Protected Health Information; (b) a signed service agreement or master services agreement; (c) the applicable order form; and (d) these Terms.

15.2 No Third-Party Beneficiaries

These Terms are for the benefit of the parties only. No patient, patient representative, payer, or other third party is an intended beneficiary of these Terms or acquires any right under them.

15.3 Insurance

Each party will maintain, at its own expense, commercially reasonable insurance appropriate to its role and the risks arising from its activities under these Terms. Customer will maintain professional liability (medical malpractice) coverage appropriate to its clinical operations. CPET-Insight will maintain technology errors and omissions and cyber liability coverage appropriate to the Services. For clarity, these Terms do not require CPET-Insight to maintain medical malpractice coverage or any professional liability policy separate from its technology errors and omissions coverage, except to the extent required by applicable law or expressly agreed in a signed service agreement. Each party will provide a certificate of insurance upon reasonable written request.

15.4 Publicity

Neither party may use the other’s name, logo, or trademarks in marketing materials without prior written consent, except that CPET-Insight may identify Customer in a customer list with Customer’s prior written approval.

15.5 Interpretation

These Terms will be construed according to their fair meaning and not strictly for or against either party regardless of which party drafted them. “Including” means “including without limitation.”

16. Contact Information

For questions about these Terms, to report a concern, or to request a Business Associate Agreement, please contact:

CPET-Insight, Inc.

8 The Green, Suite A, Dover, DE 19901, USA

Legal / Privacy inquiries: [email protected]

General contact: [email protected]