Experitas, Inc. Terms of Service

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY CLICKING "I AGREE," CREATING AN ACCOUNT, OR ACCESSING OR USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A LAW FIRM, COMPANY, OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT ENTITY TO THESE TERMS, AND "YOU" AND "YOUR" WILL REFER TO BOTH YOU INDIVIDUALLY AND THAT ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE THE PLATFORM.

1. DEFINITIONS

"Account" means the user account created by an Authorized User to access and use the Platform on behalf of a Customer.

"Additional Services" means supplemental review services, expert consultations, or other offerings that Experitas may make available through the Platform from time to time, including through an online portal or marketplace.

"Authorized User" means an individual who creates an Account and is authorized by a Customer to access the Platform on behalf of that Customer.

"Business Associate Agreement" or "BAA" means a written agreement between Experitas and Customer that satisfies the requirements of 45 C.F.R. § 164.504(e), as applicable.

"Case Data" means all documents, records, files, information, and materials uploaded to or submitted through the Platform by or on behalf of Customer, including medical records, case summaries, and other materials relating to Customer's legal matters.

"Covered Entity" has the meaning set forth in 45 C.F.R. § 160.103.

"Customer" means the law firm, legal practice, internal legal department, or other entity on whose behalf an Authorized User creates an Account and uses the Platform.

"Evaluation" means a case merit evaluation performed by a licensed physician or other qualified medical expert through the Platform.

"Experitas," "we," "us," or "our" means Experitas, Inc., a Delaware corporation.

"Fees" means the fees payable by Customer for use of the Platform and the Services, as set forth on the Platform or in an applicable Order Form.

"Order Form" means any ordering document, statement of work, or online order page that references these Terms and specifies the Services and Fees applicable to a Customer.

"Personal Information" means information that identifies, relates to, describes, or is reasonably capable of being associated with a particular individual, including but not limited to name, address, date of birth, Social Security number, financial information, and contact information.

"Platform" means the Experitas web-based platform, including all software, tools, and interfaces made available by Experitas.

"Protected Health Information" or "PHI" has the meaning set forth in 45 C.F.R. § 160.103, and includes electronic Protected Health Information ("ePHI").

"Services" means the document upload, AI-powered summarization, case merit evaluation, Additional Services, and related services made available through the Platform.

"Terms" means these Terms of Service, as amended from time to time.

2. DESCRIPTION OF SERVICES

2.1. Platform Services. Experitas provides a technology platform that enables law firms and legal professionals to: (a) upload medical records, legal documents, and other case-related materials; (b) obtain AI-powered document summaries and analytical insights; and (c) obtain case merit Evaluations performed by licensed physicians and qualified medical experts.

2.2. No Medical or Legal Advice. Experitas does not provide medical advice, legal advice, or expert witness testimony. All Evaluations and AI-generated outputs are intended solely for preliminary case screening purposes and do not constitute admissible medical opinions, expert reports, or legal conclusions. No physician-patient or attorney-client relationship is created through use of the Platform. Customer is solely responsible for exercising independent professional judgment in reliance on any output from the Services.

2.3. Expert Independence. The medical experts who perform Evaluations through the Platform are independent professionals and not employees of Experitas. Experitas facilitates the connection between Customer and qualified experts but does not control the substance or conclusions of any Evaluation.

2.4. Additional Services and Marketplace. Experitas may from time to time make Additional Services available through the Platform, including through an online portal or marketplace where Customer may purchase supplemental review services, expert consultations, or other offerings. These Terms govern Customer's access to and use of any Additional Services unless separate terms are expressly presented and accepted at the time of purchase. Fees for Additional Services will be as set forth on the Platform at the time of purchase and will be charged in accordance with Section 4.

2.5. No Privity with Customer's Clients. Experitas provides the Services solely to Customer. Experitas has no contractual relationship, privity, or direct obligations of any kind to Customer's clients, patients, or any other third party on whose behalf Customer submits Case Data. Customer is solely responsible for its relationship with its clients, including all communications, disclosures, and obligations owed to such clients in connection with the Services. No individual whose information is submitted through the Platform will be deemed a third-party beneficiary of these Terms or have any right to enforce any provision hereof against Experitas.

3. ACCOUNT REGISTRATION AND ACCESS

3.1. Account Creation. To access the Platform, an Authorized User must create an Account by providing accurate and complete registration information as prompted. The Authorized User must accept these Terms and our Privacy Policy (available at https://experitas.com/privacy) as part of the registration process.

3.2. Authority to Bind. By creating an Account, the Authorized User represents and warrants that: (a) the Authorized User is an authorized representative of the Customer; (b) the Authorized User has the legal power and authority to bind the Customer to these Terms, including all payment obligations; and (c) the Authorized User's acceptance of these Terms constitutes a binding obligation of the Customer.

3.3. Account Security. The Authorized User is responsible for maintaining the confidentiality of Account credentials and for all activities conducted through the Account. Customer must promptly notify Experitas at support@experitas.ai of any unauthorized use of the Account or any other breach of security. Experitas is not liable for any loss arising from unauthorized use of an Account.

3.4. Multiple Users. Customer may authorize additional individuals to access the Platform under Customer's Account, subject to the terms of an applicable Order Form. Customer is responsible for all actions taken by any individual who accesses the Platform using Customer's Account credentials and for all such individuals' compliance with these Terms.

4. FEES AND PAYMENT

4.1. Fees. Customer agrees to pay all Fees associated with the Services as set forth on the Platform, in an applicable Order Form, or as otherwise agreed in writing. All Fees are stated in U.S. dollars. Experitas reserves the right to modify its Fees upon thirty (30) days' prior written notice; provided that any Fee change will apply only to Services ordered or renewed after the effective date of such change.

4.2. Payment Methods. Customer may pay Fees by credit card or by invoice, as selected during Account setup or as agreed in an applicable Order Form.

(a) Credit Card. If Customer elects to pay by credit card, the Authorized User authorizes Experitas to charge the credit card provided on file for all Fees incurred in connection with Customer's use of the Services. This authorization remains in effect until Customer provides written notice of revocation to Experitas and all outstanding amounts have been paid in full. Customer is responsible for ensuring that the credit card information on file is current and valid. Experitas may charge the credit card on file for all recurring Fees, per-Evaluation Fees, overage charges, and any other amounts due under these Terms.

(b) Invoice. If Customer elects to pay by invoice (or if invoicing is specified in an applicable Order Form), all invoices will be issued to the Customer entity on whose behalf the Authorized User registered the Account, and the Customer entity (not the individual Authorized User) is the obligor for all invoiced amounts. Invoices are due and payable within thirty (30) days of the invoice date, unless a different payment period is specified in the applicable Order Form. Experitas will direct all invoices to the billing contact designated by Customer during Account setup or as subsequently updated by Customer in writing.

4.3. Binding Financial Obligation. The Authorized User acknowledges and agrees that by providing payment information and using the Services, the Authorized User is binding the Customer to all Fees and charges incurred through the Account. Whether payment is made by credit card or invoice, the Customer entity is the party responsible for all Fees. The individual Authorized User is not personally liable for Fees except where the Authorized User lacked actual authority to bind the Customer, in which case the Authorized User is personally liable for all Fees incurred through the Account.

4.4. Late Payments. Amounts not paid when due will accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Customer is responsible for all costs of collection, including reasonable attorneys' fees, incurred by Experitas in collecting past-due amounts.

4.5. Taxes. All Fees are exclusive of taxes. Customer is responsible for paying all applicable sales, use, value-added, and other taxes or governmental charges associated with the Services, excluding taxes based on Experitas's net income.

4.6. No Refunds. Except as expressly stated in an applicable Order Form or in Section 15.2, all Fees are non-refundable.

4.7. Suspension for Non-Payment. Experitas may suspend Customer's access to the Platform upon ten (10) days' written notice if any invoiced amount remains unpaid past its due date. Suspension does not relieve Customer of its payment obligations.

5. CUSTOMER REPRESENTATIONS AND WARRANTIES

Customer and each Authorized User represent and warrant that:

5.1. Authority. Customer is a law firm, legal practice, internal legal department of a company or other organization, or other legal entity or department duly organized and validly existing under the laws of its jurisdiction of organization or, in the case of an internal legal department, the laws governing the entity of which it is a part, and the Authorized User has full legal authority to enter into these Terms and bind Customer to its obligations hereunder.

5.2. Lawful Use. Customer will use the Platform only for lawful purposes and in compliance with all applicable federal, state, and local laws, rules, and regulations, including those governing the practice of law in any jurisdiction in which Customer operates.

5.3. Authorization to Share Personal Information. Customer has obtained all consents, authorizations, and permissions required under applicable law (including, where applicable, written authorizations from individuals) to collect, use, and disclose the Personal Information submitted to the Platform, and the submission of such Personal Information to Experitas for the purposes described in these Terms does not violate any applicable law, regulation, court order, or contractual obligation.

5.4. Authorization to Share Protected Health Information. With respect to any PHI submitted to the Platform:

(a) Customer has obtained a valid written authorization from the individual who is the subject of the PHI, in compliance with applicable law (including, where applicable, 45 C.F.R. § 164.508), that permits disclosure of the PHI to Experitas for the purposes of obtaining the Services; or

(b) Customer has another lawful basis under applicable law to disclose the PHI to Experitas, including but not limited to a valid subpoena, court order, or other legal process; or

(c) If Customer is a Business Associate of a Covered Entity and the PHI was received by Customer from or on behalf of such Covered Entity, Customer has entered into a Business Associate Agreement with the Covered Entity that permits Customer to disclose PHI to subcontractors for services such as those provided by Experitas, and Customer has complied with all obligations under such Business Associate Agreement with respect to the PHI disclosed to Experitas.

5.5. Accuracy of Information. All registration information and Case Data submitted to the Platform is accurate and complete to the best of Customer's knowledge, and Customer will promptly update such information if it becomes inaccurate or incomplete.

5.6. Professional Responsibility. Customer acknowledges that it bears sole responsibility for compliance with all applicable rules of professional conduct and ethical obligations, including obligations relating to client confidentiality, competence, and the exercise of independent professional judgment. Customer's use of the Platform and the Services does not relieve Customer of any professional responsibility obligations.

5.7. No Prohibited Submissions. Customer will not upload or submit to the Platform: (a) any information that Customer does not have a lawful right to disclose; (b) any malware, viruses, or other harmful code; or (c) any content that is defamatory, obscene, or otherwise unlawful.

6. PROTECTED HEALTH INFORMATION AND HIPAA COMPLIANCE

6.1. Experitas Security Environment. Experitas operates the Platform within an environment designed to support compliance with the HIPAA Security Rule (45 C.F.R. Part 164, Subpart C). Experitas implements and maintains administrative, physical, and technical safeguards designed to protect the confidentiality, integrity, and availability of PHI processed through the Platform.

6.2. Business Associate Agreement. Where Customer is a Business Associate of a Covered Entity and discloses PHI to Experitas in connection with services performed for or on behalf of such Covered Entity, Customer and Experitas will execute a BAA prior to such disclosure. If a BAA has been executed between the parties, the terms of the BAA will govern with respect to PHI to the extent of any conflict with these Terms. Customer must notify Experitas before disclosing any PHI received from or created on behalf of a Covered Entity, so that a BAA can be put in place.

6.3. Customer Obligations Regarding PHI. Customer is solely responsible for: (a) determining whether a BAA is required with respect to the PHI it submits; (b) ensuring that all PHI disclosures to Experitas are in compliance with HIPAA, any applicable BAA with a Covered Entity, and all other applicable privacy laws; (c) obtaining all necessary authorizations, consents, or legal bases for disclosure of PHI to Experitas, as described in Section 5.4; (d) ensuring that the minimum necessary amount of PHI is submitted for the purpose of obtaining the Services; (e) physical and cyber security of the matters within its control, including, without limitation, provisioning, managing, and promptly deprovisioning its authorized users; safeguarding account credentials and enabling available authentication controls (including multi-factor authentication where offered); configuring settings appropriately for Customer’s use case; and the security of Customer’s own systems, devices, endpoints, and networks used to access the Platform.

6.4. Breach Notification. In the event Experitas discovers a breach of unsecured PHI (as defined in 45 C.F.R. § 164.402) maintained by Experitas, Experitas will notify Customer without unreasonable delay, and in no event later than thirty (30) calendar days after discovery of the breach, unless a shorter period is required by an executed BAA between the parties. Such notification will include, to the extent reasonably available, the information specified in 45 C.F.R. § 164.410(c).

6.5. De-Identified Data and Model Training. (a) Customer acknowledges and agrees that Experitas may create de-identified data from Case Data, provided that such de-identification is performed in accordance with 45 C.F.R. § 164.514(a)-(c), and use such de-identified data for any lawful business purpose, including to train, improve, and develop Experitas's artificial intelligence and machine learning models, algorithms, and the Platform generally. De-identified data is not subject to the restrictions on use and disclosure set forth in these Terms.

(b) To the extent that applicable law, any applicable BAA with a Covered Entity, or any authorization from a data subject restricts the de-identification or use of data for model training or product improvement purposes, Customer will not submit such data to the Platform without first: (i) obtaining any additional consent, authorization, or waiver necessary to permit de-identification and use as described in this Section 6.5; or (ii) notifying Experitas in writing that such data must be excluded from de-identification and model training activities, in which case Experitas will use commercially reasonable efforts to comply with such restriction.

(c) Customer represents and warrants that it has obtained, or will obtain prior to submitting Case Data, all consents, authorizations, and permissions from its clients and data subjects required under applicable law to permit the de-identification and use of Case Data as described in this Section 6.5.

6.6. State Privacy Laws. Certain states impose privacy or data protection requirements that are more stringent than HIPAA. Customer is responsible for identifying any such requirements that apply to the PHI or Personal Information it submits and for notifying Experitas of any additional obligations that apply. Experitas will cooperate in good faith with Customer to address any such requirements.

7. DATA SECURITY

7.1. Security Safeguards. Experitas will implement and maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Case Data, including PHI, against unauthorized access, use, disclosure, alteration, or destruction. These safeguards include, at a minimum:

(a) Encryption of ePHI in transit and at rest using industry-standard encryption protocols;

(b) Access controls, including role-based access and unique user identification for Experitas personnel who access Case Data;

(c) Audit logging of access to and activity within the Platform related to Case Data;

(d) Regular security risk assessments and vulnerability testing;

(e) Workforce training on privacy and security practices; and

(f) Incident response procedures for the detection, reporting, and mitigation of security incidents.

7.2. No Guarantee. While Experitas maintains safeguards designed to protect against unauthorized access and disclosure, no method of electronic transmission or storage is completely secure. Experitas does not guarantee that unauthorized access, loss, or disclosure will not occur.

7.3. Subprocessors. Experitas may engage third-party service providers ("Subprocessors") to assist in providing the Services, including cloud infrastructure and hosting providers. Experitas will ensure that each Subprocessor with access to Case Data or PHI is bound by written obligations that are no less protective than those set forth in these Terms and, where applicable, any executed BAA.

8. CONFIDENTIALITY

8.1. Confidential Information. "Confidential Information" means any non-public information disclosed by one party to the other in connection with these Terms, including Case Data, business and financial information, pricing, technology, and trade secrets. Confidential Information does not include information that: (a) is or becomes publicly available without breach of these Terms; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without reference to the disclosing party's Confidential Information; or (d) is rightfully received from a third party without restriction on disclosure.

8.2. Obligations. Each party will: (a) hold the other party's Confidential Information in confidence using at least the same degree of care it uses to protect its own Confidential Information, but no less than reasonable care; (b) not disclose Confidential Information to any third party except as permitted by these Terms or with the disclosing party's prior written consent; and (c) use Confidential Information only for the purposes of performing obligations or exercising rights under these Terms.

8.3. Permitted Disclosures. A party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that the disclosing party (to the extent legally permissible) gives the other party prompt written notice to allow the other party the opportunity to seek a protective order or other appropriate remedy.

8.4. Case Data Confidentiality. Experitas acknowledges that Case Data may be subject to attorney-client privilege, work-product protection, or other legal protections. Experitas will not disclose Case Data to any third party except: (a) to Subprocessors in accordance with Section 7.3; (b) to medical experts engaged to perform Evaluations; (c) as required by law or legal process; or (d) as otherwise authorized by Customer. Disclosure of Case Data to Experitas does not constitute a waiver of any applicable privilege or protection.

9. OWNERSHIP AND INTELLECTUAL PROPERTY

9.1. Customer Data. Customer retains all right, title, and interest in and to Case Data. Customer grants Experitas a limited, non-exclusive license to use Case Data solely for the purpose of providing the Services to Customer and as otherwise permitted under these Terms (including Section 6.5).

9.2. Experitas IP. Experitas retains all right, title, and interest in and to the Platform, the Services, and all related technology, software, algorithms, models, documentation, designs, and other intellectual property, including all improvements, modifications, and derivative works thereof. These Terms do not grant Customer any ownership interest in the Platform or any Experitas intellectual property.

9.3. License to Outputs. Subject to Customer's compliance with these Terms and payment of all applicable Fees, Experitas grants Customer a limited, non-exclusive, non-transferable license to use the Evaluations and AI-generated outputs delivered through the Platform solely for Customer's internal business purposes in connection with the legal matters for which such outputs were requested. Customer may not resell, redistribute, or publicly display any Evaluations or AI-generated outputs.

9.4. Restrictions. Customer will not, and will not permit any third party to: (a) copy, modify, or create derivative works of the Platform or any Experitas technology; (b) reverse engineer, disassemble, or decompile the Platform; (c) access the Platform to build a competitive product or service; (d) use the Platform to train or develop any artificial intelligence or machine learning model; (e) scrape, harvest, or extract data from the Platform beyond the outputs delivered in connection with the Services; or (f) remove or alter any proprietary notices on the Platform.

9.5. Feedback. If Customer provides Experitas with suggestions, ideas, or feedback regarding the Platform or Services ("Feedback"), Customer grants Experitas a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into the Platform and Services without restriction or obligation to Customer.

10. AI-GENERATED CONTENT

10.1. Nature of AI Outputs. The Platform utilizes artificial intelligence and machine learning technologies to generate document summaries, analytical insights, and other outputs. Customer acknowledges and agrees that:

(a) AI-generated outputs may contain errors, omissions, or inaccuracies;

(b) AI-generated outputs do not constitute medical advice, legal advice, expert testimony, or a professional opinion of any kind;

(c) Customer must independently verify any AI-generated output before relying on it for any purpose, including case evaluation decisions;

(d) Experitas does not guarantee the accuracy, completeness, or reliability of any AI-generated output; and

(e) Customer assumes all risk associated with reliance on AI-generated outputs.

10.2. No Substitute for Professional Judgment. The Services are designed to assist, not replace, the professional judgment of licensed attorneys and medical professionals. Customer is solely responsible for all decisions made in connection with its legal matters, including decisions informed by outputs from the Platform.

11. ACCEPTABLE USE

11.1. Customer will not use the Platform to:

(a) violate any applicable law, regulation, or rule of professional conduct;

(b) infringe on the intellectual property or privacy rights of any third party;

(c) transmit any content that is harmful, threatening, abusive, defamatory, or otherwise objectionable;

(d) attempt to gain unauthorized access to any part of the Platform or its infrastructure;

(e) interfere with or disrupt the operation of the Platform;

(f) use any automated means (including bots, scrapers, or crawlers) to access the Platform; or

(g) use the Platform for any purpose other than obtaining the Services described in Section 2.

11.2. Experitas reserves the right to suspend or terminate Customer's access to the Platform if Experitas reasonably determines that Customer has violated this Section 11 or any other provision of these Terms.

12. TERM AND TERMINATION

12.1. Term. These Terms are effective as of the date the Authorized User accepts them and will remain in effect until terminated in accordance with this Section 12, or as otherwise specified in an applicable Order Form.

12.2. Termination by Customer. Customer may terminate these Terms at any time by providing written notice to Experitas at support@experitas.ai and ceasing all use of the Platform. Termination does not relieve Customer of its obligation to pay all Fees accrued prior to the effective date of termination.

12.3. Termination by Experitas. Experitas may terminate these Terms or suspend Customer's access to the Platform: (a) immediately upon written notice if Customer materially breaches these Terms and fails to cure such breach within thirty (30) days of receiving notice thereof; (b) immediately upon written notice if Customer breaches Section 5 (Representations and Warranties), Section 6 (HIPAA Compliance), or Section 11 (Acceptable Use); or (c) upon thirty (30) days' prior written notice for any reason or no reason.

12.4. Effect of Termination. Upon termination: (a) Customer's right to access and use the Platform will immediately cease; (b) all outstanding Fees become immediately due and payable; and (c) Experitas will, at Customer's written request made within thirty (30) days of termination, provide Customer with a copy of its Case Data in a commercially reasonable format, after which Experitas will delete or destroy Customer's Case Data within a commercially reasonable period, except to the extent retention is required by law or an applicable BAA. The following sections will survive termination: Sections 1, 2.5, 4.3, 4.4, 5, 8, 9, 10, 13, 14, 15, 16, and 17.

13. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. EXPERITAS EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, EXPERITAS DOES NOT WARRANT THAT: (A) THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; (B) ANY EVALUATION, AI-GENERATED OUTPUT, OR OTHER RESULT OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, COMPLETE, OR RELIABLE; (C) THE PLATFORM WILL MEET CUSTOMER'S REQUIREMENTS; OR (D) ANY DEFECTS IN THE PLATFORM WILL BE CORRECTED. CUSTOMER ACKNOWLEDGES THAT USE OF THE PLATFORM IS AT CUSTOMER'S SOLE RISK.

14. LIMITATION OF LIABILITY

14.1. Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EXPERITAS OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF BUSINESS OPPORTUNITY, OR LOSS OF GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF OR INABILITY TO USE THE PLATFORM OR SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF EXPERITAS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2. Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXPERITAS'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM, OR THE SERVICES WILL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO EXPERITAS DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS LIMITATION OF LIABILITY APPLIES SOLELY TO THE LIABILITY OF EXPERITAS AND DOES NOT LIMIT CUSTOMER'S LIABILITY TO EXPERITAS UNDER THESE TERMS, INCLUDING CUSTOMER'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 15 AND CUSTOMER'S OBLIGATION TO PAY ALL FEES DUE UNDER SECTION 4.

14.3. Basis of the Bargain. Customer acknowledges that the Fees reflect the allocation of risk set forth in these Terms, including this Section 14 and Section 13, and that Experitas would not provide the Services without these limitations. The limitations in this Section 14 apply regardless of whether the limited remedies provided herein fail of their essential purpose.

14.4. No Liability for Decisions. EXPERITAS IS NOT LIABLE FOR ANY DECISION OR ACTION TAKEN OR NOT TAKEN BY CUSTOMER OR ANY THIRD PARTY IN RELIANCE ON THE SERVICES, EVALUATIONS, OR AI-GENERATED OUTPUTS PROVIDED THROUGH THE PLATFORM, INCLUDING BUT NOT LIMITED TO DECISIONS TO ACCEPT, DECLINE, SETTLE, OR LITIGATE ANY LEGAL MATTER.

15. INDEMNIFICATION

15.1. By Customer. Customer will indemnify, defend, and hold harmless Experitas and its officers, directors, employees, and agents from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Customer's breach of any representation, warranty, or obligation under these Terms; (b) Customer's submission of PHI, Personal Information, or other data without proper authorization, consent, or legal basis; (c) Customer's misuse of Evaluations, AI-generated outputs, or other materials obtained through the Platform; (d) any allegation that Customer's use of the Services violates applicable law, a rule of professional conduct, or the rights of any third party; (e) a dispute between Customer and any of Customer's clients; or (f) Customer's failure to comply with HIPAA, any applicable BAA with a Covered Entity, or any other privacy or data protection law.

15.2. By Experitas. Experitas will indemnify, defend, and hold harmless Customer and its partners, officers, directors, employees, and agents from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of a third-party claim alleging that Customer's authorized use of the Platform in accordance with these Terms infringes or misappropriates such third party's patent, copyright, trademark, or trade secret rights. Experitas's obligations under this Section 15.2 will not apply to the extent a claim arises from: (a) Customer's modification of the Platform or any Experitas technology; (b) Customer's combination of the Platform with any third-party products, services, software, or data not provided or approved by Experitas; (c) Customer's use of the Platform other than in accordance with these Terms and applicable documentation; (d) Customer's continued use of the Platform after Experitas has notified Customer of an alleged infringement and provided a non-infringing alternative; or (e) any Case Data or other materials provided by Customer. If the Platform becomes, or in Experitas's reasonable judgment is likely to become, the subject of an infringement claim, Experitas may, at its sole option and expense: (i) procure for Customer the right to continue using the Platform; (ii) modify or replace the infringing component to make it non-infringing; or (iii) if neither (i) nor (ii) is commercially practicable, terminate Customer's access to the affected portion of the Platform and refund any prepaid Fees for the unused portion of the then-current term. This Section 15.2 states Experitas's sole liability and Customer's exclusive remedy with respect to any claim of intellectual property infringement.

15.3. Procedure. The indemnifying party's obligations under this Section 15 are conditioned on the indemnified party: (a) providing prompt written notice of any claim (provided that failure to provide notice will not relieve the indemnifying party except to the extent materially prejudiced by such failure); (b) granting reasonable cooperation in the defense; and (c) granting the indemnifying party sole control of the defense and settlement, provided that the indemnifying party may not agree to any settlement that imposes obligations on the indemnified party or admits liability on behalf of the indemnified party without the indemnified party's prior written consent.

16. DISPUTE RESOLUTION

16.1. Governing Law. These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles.

16.2. Informal Resolution. Before initiating any formal dispute resolution proceeding, the parties will attempt in good faith to resolve any dispute arising out of or relating to these Terms through informal negotiation for a period of at least thirty (30) days following written notice of the dispute.

16.3. Arbitration. If a dispute cannot be resolved through informal negotiation, such dispute will be resolved by binding arbitration administered by JAMS in accordance with the JAMS Streamlined Arbitration Rules and Procedures then in effect. The arbitration will be conducted by a single arbitrator in Wilmington, Delaware (New Castle County). The arbitrator's award will be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party will bear its own costs and attorneys' fees, unless the arbitrator determines that the claims or defenses of a party were frivolous, in which case the arbitrator may award reasonable attorneys' fees to the prevailing party.

16.4. Waiver of Class Actions. ALL DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS. CUSTOMER WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR ANY OTHER REPRESENTATIVE PROCEEDING, WHETHER AS A NAMED PLAINTIFF, CLASS MEMBER, OR OTHERWISE.

16.5. Injunctive Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights, confidentiality obligations, or data security requirements.

16.6. Limitation Period. Any claim arising under or relating to these Terms must be brought within one (1) year after the cause of action accrues, or such claim will be permanently barred.

17. GENERAL PROVISIONS

17.1. Modifications. Experitas may update these Terms from time to time. If Experitas makes material changes, it will provide at least thirty (30) days' notice by email to the address associated with Customer's Account or by prominent notice on the Platform. Continued use of the Platform after the effective date of any updated Terms constitutes acceptance of the updated Terms. If Customer does not agree to the updated Terms, Customer's sole remedy is to terminate its Account before the updated Terms take effect.

17.2. Assignment. Customer may not assign or transfer these Terms, or any rights or obligations hereunder, without Experitas's prior written consent. Experitas may assign these Terms in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets. Any purported assignment in violation of this Section is void.

17.3. Severability. If any provision of these Terms is held to be unenforceable or invalid, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

17.4. Waiver. No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. A waiver of any right on one occasion does not constitute a waiver of that right on any future occasion.

17.5. Entire Agreement. These Terms, together with the Privacy Policy, any executed Order Form, and any executed BAA, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written.

17.6. Notices. All notices under these Terms must be in writing and delivered by email (with confirmation of receipt) or nationally recognized overnight courier. Notices to Experitas should be sent to: support@experitas.ai, with a copy to Experitas, Inc., 8301 SE 13th Ave, Suite Q, Portland, OR 97202. Notices to Customer will be sent to the email address associated with the Account.

17.7. Force Majeure. Experitas will not be liable for any failure or delay in performing its obligations under these Terms to the extent caused by circumstances beyond its reasonable control, including natural disasters, pandemics, acts of government, labor disputes, third-party service provider outages, cyberattacks, or failures of the internet.

17.8. Relationship of the Parties. The parties are independent contractors. These Terms do not create a partnership, joint venture, employment relationship, or agency relationship between the parties.

17.9. Third-Party Beneficiaries. These Terms are for the sole benefit of the parties and their permitted successors and assigns. Nothing in these Terms confers any right or remedy on any third party.

17.10. Electronic Acceptance. Customer agrees that by clicking "I Agree," creating an Account, or otherwise accessing or using the Platform, Customer is entering into a legally binding agreement with Experitas. Customer consents to the use of electronic records and signatures for the execution and delivery of these Terms.

18. CONTACT INFORMATION

Experitas, Inc. 8301 SE 13th Ave, Suite Q Portland, OR 97202 Email: support@experitas.com