Terms of Service

1.1 Access and Use

During the Subscription Period and subject to the terms of this Agreement, Client may (a) access and use the Service; and (b) copy and use the included Documentation only as needed to access and use the Service, in each case, for its internal business purposes. If a Client Affiliate enters a separate Order Form with Company, the Client's Affiliate creates a separate agreement between Company and that Affiliate, where Company's responsibility to the Affiliate is individual and separate from Client and Client is not responsible for its Affiliates' agreement.

1.2 Support

During the Subscription Period, Company will provide standard technical support via email (and/or another support channel designated by Company) during Company's normal business hours (Monday–Friday, 9:00 a.m.–5:00 p.m. Pacific Time, excluding U.S. federal holidays). Company will use commercially reasonable efforts to respond to support requests and to diagnose and correct verified errors in the Service.

Severity Levels; Response Targets

Company will use commercially reasonable efforts to meet the response time targets below (response means initial acknowledgement and commencement of triage; not resolution). Company may reclassify severity based on impact and available workarounds.

• Severity 1 (Critical): the Service is down or materially unavailable for production use, or there is a critical security incident involving the Service — response within 24 hours.
• Severity 2 (High): material degradation of core functionality with no reasonable workaround — response within 2 business days.
• Severity 3 (Normal): non-critical issues, questions, or minor defects — response within 5 business days.

Exclusions

Standard technical support includes assistance with Service access and functionality, configuration questions, and incident triage/escalation. Standard technical support excludes custom development or consulting, on-site support, and issues caused by (i) Client's systems, networks, or misuse, or (ii) third-party systems or services outside Company's control (including EHR vendors, telecom providers, or third-party AI/voice providers).

1.3 User Accounts

Client is responsible for all actions on Users' accounts and for all Users' compliance with this Agreement. Client and Users must protect the confidentiality of their passwords and login credentials. Client will promptly notify Company if it suspects or knows of any fraudulent activity with its accounts, passwords, or credentials, or if they become compromised.

1.4 Feedback and Usage Data

Client may, but is not required to, give Company Feedback, in which case Client gives Feedback "AS IS". Company may use all Feedback freely without any restriction or obligation. In addition, Company may collect and analyze Usage Data, and Company may freely use Usage Data to maintain, improve, enhance, and promote Company's products and services without restriction or obligation. However, Company may only disclose Usage Data to others if the Usage Data is aggregated and does not identify Client or Users.

1.5 Client Content

Company may copy, display, modify, and use Client Content only as needed to provide and maintain the Service and related offerings. Client is responsible for the accuracy and content of Client Content.

1.6 Machine Learning

Usage Data and Client Content may be used to develop, train, or enhance artificial intelligence or machine learning models that are part of Company's products and services, including third-party components of the Service, and Client authorizes Company to process its Usage Data and Client Content for such purposes. However, (a) Usage Data and Client Content must be aggregated before it can be used for these purposes, and (b) Company will use commercially reasonable efforts consistent with industry standard technology to de-identify Usage Data and Client Content before such use. Nothing in this section will reduce or limit Company's obligations regarding Personal Data that may be contained in Usage Data or Client Content under Applicable Data Protection Laws. Due to the nature of artificial intelligence and machine learning, information generated by these features may be incorrect or inaccurate. Product features that include artificial intelligence or machine learning models are not human and are not a substitute for human oversight.

2.1 Restrictions on Client

Except as expressly permitted by this Agreement, Client will not (and will not allow anyone else to):

• reverse engineer, decompile, or attempt to discover any source code or underlying ideas or algorithms of the Service (except to the extent Applicable Laws prohibit this restriction);
• provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Service;
• remove any proprietary notices or labels;
• copy, modify, or create derivative works of the Service;
• conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Service;
• access accounts, information, data, or portions of the Service to which Client does not have explicit authorization;
• use the Service to develop a competing service or product;
• use the Service with any High Risk Activities or with any activity prohibited by Applicable Laws;
• use the Service to obtain unauthorized access to anyone else's networks or equipment;
• upload, submit, or otherwise make available to the Service any Client Content to which Client and Users do not have the proper rights.

Use of the Service must comply with all Documentation and Use Limitations.

2.2 Suspension

If Client (a) has an outstanding, undisputed balance on its account for more than 30 days; (b) breaches Section 2.1 (Restrictions on Client); or (c) uses the Service in violation of this Agreement or in a way that materially and negatively impacts the Service or others, then Company may temporarily suspend Client's access to the Service with or without notice. However, Company will try to inform Client before suspending Client's account when practical. Company will reinstate Client's access to the Service only if Client resolves the underlying issue.

3.1 Personal Data

All Personal Data governed by GDPR will be deemed Client's Confidential Information. To the extent required by Applicable Law, Client and Company will enter into a reasonable and customary data processing agreement with Company that each party will comply with, which will control each party's rights and obligations as to Personal Data and will control in the event of any conflict with this Agreement.

3.2 Prohibited Data

Client will not (and will not allow anyone else to) submit Prohibited Data to the Service unless authorized by any BAA or as required solely to perform the Service and in accordance with Applicable Law.

4.1 Fees

Unless the Order Form specifies a different currency, all Fees are in U.S. Dollars and are exclusive of taxes. Except for the prorated refund of prepaid Set-Up Fees as described in the Order Form, Fees are non-refundable.

4.2 Invoicing

For a Payment Process with invoicing, Company will send invoices for usage-based Fees in arrears and for all other Fees in advance, in each case according to the Payment Process.

4.3 Automatic Payment

For a Payment Process with automatic payment, Company will automatically charge the credit card, debit card, or other payment method on file for Fees according to the Payment Process and Client authorizes all such charges. In this case, Company will make a copy of Client's bills or transaction history available to Client on reasonable request.

4.4 Taxes

Client is responsible for all duties, taxes, and levies that apply to Fees, including sales, use, VAT, GST, or withholding, that Company itemizes and includes in an invoice. However, Client is not responsible for Company's income taxes.

4.5 Payment

Client will pay Company's Fees and any applicable taxes in U.S. Dollars, unless the Order Form specifies a different currency, according to the Payment Process.

4.6 Payment Dispute

If Client has a good-faith disagreement about the Fees charged or invoiced, Client must notify Company about the dispute before payment is due, or within 30 days of an automatic payment, and must pay all undisputed amounts on time. The parties will work together to resolve the dispute within 15 days. If no resolution is agreed, each party may pursue any remedies available under this Agreement or Applicable Laws.

5.1 Agreement

This Agreement will start on the Effective Date and continue through the initial Subscription Period and automatically renew for an additional Subscription Periods of equal length unless one party gives notice of non-renewal to the other party before 30 days prior to the end of the then applicable Subscription Period.

5.2 Termination

Either party may terminate this Agreement immediately:

• if the other party fails to cure a material breach of this Agreement following 30 days' notice;
• upon notice if the other party (i) materially breaches this Agreement in a manner that cannot be cured; (ii) dissolves or stops conducting business without a successor; (iii) makes an assignment for the benefit of creditors; or (iv) becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than 60 days; and/or
• upon notice as described in the Order Form for a "Termination Right."

5.3 Force Majeure

Either party may terminate an affected Order Form upon notice if a Force Majeure Event prevents the Service from materially operating for 30 or more consecutive days. Company will pay to Client a prorated refund of any prepaid Fees for the remainder of the Subscription Period. A Force Majeure Event does not excuse Client's obligation to pay Fees accrued prior to termination.

5.4 Effect of Termination

Termination of this Agreement will automatically terminate all Order Forms governed by these ToS. Upon any expiration or termination:

• Client will no longer have any right to use the Service or the Documentation.
• Upon Client's request, Company will delete Client Content within 60 days.
• Each Recipient will return or destroy Discloser's Confidential Information in its possession or control.
• Unless earlier directed by Client, Company will either return or destroy, at Client's discretion and according to Client's instructions, all PHI maintained in any form by Company, its agents, or its Subcontractors.
• Company will submit a final bill or invoice for all outstanding Fees accrued before termination and Client will pay the invoice according to Section 4 (Payment & Taxes).

5.5 Survival

The following sections will survive expiration or termination of this Agreement: Section 1.4 (Feedback and Usage Data), Section 1.6 (Machine Learning), Section 2.1 (Restrictions on Client), Section 4 (Payment & Taxes) for Fees accrued or payable before expiration or termination, Section 5.5 (Effect of Termination), Section 5.6 (Survival), Section 6 (Representations & Warranties), Section 7 (Disclaimer of Warranties), Section 8 (Limitation of Liability), Section 9 (Indemnification), Section 10 (Confidentiality), Section 11 (Reservation of Rights), Section 12 (PHI/HIPAA Terms), Section 13 (General Terms), Section 14 (Definitions), and the portions of the Unique Terms above that are referenced by these sections.

6.1 Mutual

Each party represents and warrants to the other that: (a) it has the legal power and authority to enter into this Agreement; (b) it is duly organized, validly existing, and in good standing under the Applicable Laws of the jurisdiction of its origin; and (c) it will comply with all Applicable Laws in performing its obligations or exercising its rights in this Agreement.

6.2 From Client

Client represents and warrants that it, all Users, and anyone submitting Client Content each have and will continue to have all rights necessary to submit or make available Client Content to the Service and to allow the use of Client Content as described in this Agreement.

6.3 From Company

Company represents and warrants to Client that it will not materially reduce the general functionality of the Service during the Subscription Period.

6.4 Company Warranty Remedy

If Company breaches the warranty in Section 6.3 (Representations & Warranties from Company), Client must give Company notice (with enough detail for Company to understand or replicate the issue) within 45 days of discovering the issue. Within 45 days of receiving sufficient details of the warranty issue, Company will attempt to restore the general functionality of the Service. If Company cannot resolve the issue, Client may terminate the affected Order Form and Company will pay to Client a prorated refund of prepaid Fees for the remainder of the Subscription Period. Company's restoration obligation, and Client's termination right, are Client's only remedies if Company does not meet the warranty in Section 6.3 (Representations & Warranties from Company).

Company makes no guarantees that the Service will always be safe, secure, or error-free, or that it will function without disruptions, delays, or imperfections. The warranties in Section 6 (Representations & Warranties) do not apply to any misuse or unauthorized modification of the Service, nor to any product or service provided by anyone other than Company.

Except for the warranties in Section 6 (Representations & Warranties), Company and Client each disclaim all other warranties and conditions, whether express or implied, including the implied warranties and conditions of merchantability, fitness for a particular purpose, title, and non-infringement. These disclaimers apply to the maximum extent permitted by Applicable Laws.

8.1 Liability Caps

Except as provided in Section 8.4 (Exceptions), each party's total cumulative liability for all claims arising out of or relating to this Agreement will not be more than the total Fees paid or payable by Client to the Company in the 12-month period immediately before the applicable claim.

8.2 Damages Waiver

Except as provided in Section 8.4 (Exceptions), under no circumstances will either party be liable to the other for lost profits or revenues (whether direct or indirect), or for consequential, special, indirect, exemplary, punitive, or incidental damages relating to this Agreement, even if the party is informed of the possibility of this type of damage in advance.

8.3 Applicability

The limitations and waivers contained in Sections 8.1 (Liability Caps) and 8.2 (Damages Waiver) apply to all liability, whether in tort (including negligence), contract, breach of statutory duty, or otherwise.

8.4 Exceptions

The liability cap in Section 8.1 does not apply to claims or liabilities arising out of wrongful death, property damage, or violations of Company intellectual property rights. Sections 8.1 and 8.2 (Damages Waiver) does not apply to a breach of Section 10 (Confidentiality). Nothing in this Agreement will limit, exclude, or restrict a party's liability to the extent prohibited by Applicable Laws.

9.1 Protection by Company

Company will indemnify, defend, and hold harmless Client from and against (a) any third-party claim alleging that the Service, when used in accordance with this Agreement, infringes or misappropriates such third party's valid intellectual property rights and (b) any claim for wrongful death or property damage caused by Company's gross negligence or willful misconduct ("Company Covered Claims"), in each case made by someone other than Client, Client's Affiliates, or Users, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys' fees and other legal expenses, that arise from the Company Covered Claims.

9.2 Protection by Client

Client will indemnify, defend, and hold harmless Company from and against all (a) third party claims alleging that Client content, data, call recordings, prompts, scripts, call-handling instructions, or other information provided to or processed through the Service infringes or violates intellectual property, privacy, publicity or other rights and (b) claims arising out of Client's (i) use of the Service in violation of this Agreement or failure to comply with Applicable Laws or (ii) configuration, routing or deployment of the Service, including directing calls to or from unauthorized facilities, care types or third parties ("Client Covered Claims"), in each case made by someone other than Company or its Affiliates, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys' fees and other legal expenses, that arise from the Client Covered Claims.

9.3 Procedures

The indemnifying party's obligations in this Section 9 (Indemnification) are subject to receiving from the indemnified party (a) prompt notice of the claim (but delayed notice will only reduce the indemnifying party's obligations to the extent it is prejudiced by the delay); (b) the exclusive right to control the investigation, defense, and settlement of the claim (however, (i) any settlement requiring the indemnified party to admit liability, pay money, or take or refrain from taking any action, will require the indemnified party's prior written consent, not to be unreasonably withheld, conditioned, or delayed, and (ii) the indemnified party may participate in the defense of the claim at its own cost); and (c) reasonable cooperation at the indemnifying party's request and expense.

9.4 Mitigation

In response to an actual or potential infringement claim, if required by settlement or injunction or as Company determines necessary to avoid material liability, Company may: (a) procure rights for Client's continued use of the Service; (b) replace or modify the allegedly infringing portion of the Service to avoid infringement without materially reducing the Service's overall functionality; or (c) if (a) and (b) are not commercially reasonable, terminate the affected Order Form and refund to Client any prepaid Fees for the terminated portion of the Subscription Period. Section 9.1 (Protection by Company) and this Section 9.4 (Mitigation) are Client's exclusive remedies for third-party intellectual property infringement claims.

10.1 Obligations

Recipient will (a) protect Discloser's Confidential Information using the same precautions Recipient uses for its own Confidential Information (and no less than a reasonable standard of care); (b) not use Discloser's Confidential Information except to exercise its rights and perform its obligations under this Agreement; and (c) not disclose Discloser's Confidential Information to anyone except its employees, agents, advisors, and independent contractors who have a need to know the Confidential Information for the purposes of this Agreement, who are informed of its confidential nature, and who are bound by obligations at least as protective as those in this Section 10 (Confidentiality).

10.2 Compelled Disclosure

Recipient may disclose Discloser's Confidential Information to the extent required by Applicable Laws, provided Recipient (unless prohibited) uses reasonable efforts to notify Discloser in advance and cooperates with Discloser's efforts to seek confidential treatment of or a protective order for the Confidential Information.

10.3 Injunctive Relief

Each party acknowledges that a breach of Section 10 (Confidentiality) may cause irreparable harm to Discloser, for which monetary damages are an insufficient remedy, and therefore Discloser will be entitled to seek equitable relief.

Company reserves all rights in the Service and Documentation not expressly granted to Client under this Agreement, including all intellectual property rights. Company and its licensors own all intellectual property and other rights in the Service, Documentation, and related technology, and nothing in this Agreement assigns or transfers any such rights to Client. All trademarks, service marks, trade names, and other identifiers ("Marks") on the Service or Documentation are Company's property (or that of its licensors) and Client may not use them without Company's prior written consent.

12.1 BAA

To the extent that (a) the Services allow for Company to create, receive, access, maintain, or transmit PHI on behalf of Client; or (b) it is required under Applicable Laws, each party will comply with the terms set forth in a Business Associate Agreement between Company and Client.

12.2 Safeguards

Company will use appropriate safeguards to prevent any use or disclosure of PHI other than as provided for by this Agreement.

12.3 Mitigation

Company will mitigate, to the extent commercially practicable, any harmful effect that is known to Company of a use or disclosure of PHI by Company or its Subcontractors in violation of the requirements of this Agreement.

12.4 Reporting

Company will, within 72 hours of becoming aware of an actual unauthorized acquisition, access, use, or disclosure of PHI, report to Client any such actual unauthorized acquisition, access, use or disclosure of PHI of which it becomes aware and, to the extent permitted by Applicable Law, any actual or threatened Security Incidents of which it becomes aware.

12.5 Subcontractors

In accordance with HIPAA, Company will ensure that any Subcontractors that create, receive, maintain, or transmit PHI on behalf of Company agree to substantially the same restrictions and conditions that apply to Company with respect to such PHI.

12.6 Access to PHI

Company will, within 30 days of a request by Client for access to PHI about an individual contained in Client's Designated Record Set, either make such PHI available to Client or, if agreed between the parties, to an individual to satisfy the Client's obligations under 45 C.F.R. § 164.524 (which concerns individual access to PHI). To the extent that Company maintains PHI in a Designated Record Set electronically, the Company will make such PHI available to Client in an electronic format that enables Client to fulfill its access obligations under 45 C.F.R. § 164.524. If Client reasonably requests a different format for the PHI, Company will provide the PHI in such format if it is readily producible in that format, or in a readable electronic form and format as agreed to by Company and Client.

12.7 Amendment

Company will, upon request of Client, amend PHI about an individual contained in Client's Designated Record Sets to satisfy Client's obligations under 45 C.F.R. § 164.526 (which concerns amendment of PHI).

12.8 Accounting of Disclosures

Company will, within 60 days of a request by Client for an accounting of disclosures of PHI about an individual, provide the information necessary to satisfy Client's obligations under 45 C.F.R. § 164.528 (which concerns accounting of disclosures of PHI) relating to disclosures made by or on behalf of Company, subject to the limitations described in 45 C.F.R. § 164.528.

12.9 Government Access

Company will, to the extent Company is required to carry out Client's obligation under the Privacy Rule, comply with the requirements of the Privacy Rule that apply to Client in the performance of such obligation and make its internal practices, books, and records relating to the use and disclosure of PHI received from Client, or created or received by Company on behalf of Client, available to the Secretary of HHS for purposes of determining Client's and Company's compliance with the Privacy Rule.

13.1 Notices

All notices must be in writing. Company may send notices to the email address associated with Client's account. Client must send notices to Company's address in the Order Form. Notices are deemed given (a) for email, when the email is sent (unless the sender receives a bounce-back); and (b) for physical mail or courier, on the third business day after being sent via certified mail (return receipt requested) or overnight courier.

13.2 Assignment

Neither party may assign this Agreement without the other's prior written consent except to an Affiliate or successor of all or substantially all of the assigning party's assets or business relating to this Agreement. Any purported assignment, sale, transfer, delegation, or other disposition in violation of this Section 13.2 (Assignment) is void. This Agreement binds and benefits the parties and their respective permitted successors and assigns.

13.3 Entire Agreement

This Agreement is the complete and exclusive statement of the agreement of the parties and supersedes all earlier proposals and other agreements, oral and written, between the parties relating to its subject matter. Any purchase order issued by Client will be for administrative convenience only and the terms in any such purchase order will have no effect.

13.4 Amendments

Company may change these ToS from time to time, either by posting the updated ToS on Company's website or by any other notice in compliance with this Agreement, and the changes will take effect 30 days after posting or notice. However, changes will not apply retroactively and changes to the dispute resolution provisions will not apply to disputes for which the parties had actual notice before the change. If Client objects to any change, Client may stop using the Service. Client's continued use of the Service after a change takes effect means Client has accepted the change.

13.5 Force Majeure

Neither party will be liable for any delay or failure to perform its obligations (excluding payment obligations) if the delay or failure results from a Force Majeure Event. If a Force Majeure Event causes delay or failure, the affected party will (a) promptly notify the other party of the Force Majeure Event and its expected duration and (b) use reasonable efforts to minimize the impact of the event.

13.6 Dispute Resolution

If a dispute arises between the parties, the parties will first attempt to resolve the issue informally by using the notice procedures in this Agreement. If the dispute is not resolved within 15 days, either party may then pursue any other remedies available to the party under this Agreement.

13.7 Governing Law; Venue

The Applicable Laws of the State of Delaware (without regard to its conflicts of laws principles) exclusively govern any dispute relating to this Agreement. Each party consents to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware for any dispute relating to this Agreement and waives any objection based on forum non conveniens or improper venue.

13.8 Publicity

Client grants Company the right to add Client's name and company logo to Company's customer list and website. Client may opt out by notifying Company in writing.

13.9 Export

Client agrees to comply with all export and import Applicable Laws applicable to the subject matter of this Agreement.

13.10 Anti-Corruption

Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or anything of value from any employee or agent of the other party related to this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate this restriction.

13.11 Government End Users

Elements of the Service are commercial computer software. If the user or licensee of the Service is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Service or any related documentation of any kind, including technical data and manuals, is restricted by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Service was developed fully at private expense. All other use is prohibited.

13.12 Independent Contractors

The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other, and neither may bind the other in any way.

13.13 Waivers

Waivers must be signed by the waiving party's authorized representative and cannot be implied from conduct. No waiver will be effective unless in writing. A failure of either party to exercise any right or remedy under this Agreement does not constitute a waiver or abandonment of that right or remedy.

13.14 Severability

If any part of this Agreement is held unenforceable, the rest of this Agreement will continue in effect, and the unenforceable part will be reformed to the extent possible to make it enforceable and give effect to its intent.

13.15 Interpretation

Unless otherwise stated, any reference in this Agreement to "including" means "including (without limitation)" and is not intended to be construed as exclusive. References to "Section" and "Sections" refer to sections or subsections of these ToS; headings are for reference only and do not affect interpretation. The words "will" and "shall" are used interchangeably.

13.16 Order of Precedence

To the extent of any conflict between these ToS and an Order Form or any BAA, the order of precedence is: (1) the BAA, (2) the Order Form, and (3) these ToS.

"Affiliate" means an entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" is the power to direct the management of the entity, whether through ownership, by contract, or otherwise. Client's Affiliates include anyone that Client directly or indirectly controls.

"Agreement" means these Terms of Service together with each Order Form governed by these Terms of Service.

"Applicable Data Protection Laws" means all applicable laws relating to data protection, data privacy, data security, or the processing of Personal Data that may apply to Company's provision of the Service under a given Order Form, including but not limited to, the General Data Protection Regulation (EU) 2016/679 ("GDPR").

"Applicable Laws" means all applicable local, state, federal, and international laws, rules and regulations, including all applicable export control and data privacy laws.

"BAA" means a Business Associate Agreement as required under HIPAA.

"Client Content" means the data, information, content, and other materials (including PHI where applicable) submitted to, processed by, or stored on the Service by or on behalf of Client and Client's Users.

"Company" means AcquisitionAI, Inc., a Delaware corporation.

"Confidential Information" means information that one party (or an Affiliate of that party) ("Discloser") discloses to the other party ("Recipient") that is marked as confidential or that, given its nature and circumstances of disclosure, should reasonably be understood to be confidential. Company's Confidential Information includes the pricing and terms of this Agreement and the non-public details of the Service. However, Confidential Information does not include information that: (a) was independently developed by Recipient without using Discloser's Confidential Information; (b) is given to Recipient by someone other than Discloser who is not obligated to maintain its confidentiality; (c) is or becomes publicly available through no fault of Recipient; or (d) was lawfully known to Recipient before receiving it from Discloser.

"Covered Entity" has the meaning provided in HIPAA.

"Designated Record Set" has the meaning provided in 45 C.F.R. § 164.501.

"Documentation" means Company's user guides, help resources, and release notes for the Service.

"Effective Date" means the date designated as such in the Order Form.

"Feedback" means suggestions or comments for Company's or an Affiliate's products and services.

"Fees" means the fees specified in the Order Form, plus any additional fees that become due under this Agreement.

"Force Majeure Event" means an extraordinary event beyond the reasonable control of a party, including acts of God, natural disasters, epidemics, pandemics, riots, wars, terrorism, invasions, embargoes, acts of government, labor strikes, labor shortages, or failures of the electrical grid, communications, or the internet.

"High Risk Activities" means activities where the failure of the Service could lead to death, personal injury, or severe environmental or property damage, including but not limited to the direct operation of emergency dispatch systems, air traffic control, weapons systems, or life support equipment, or any activity prohibited under Applicable Laws.

"HIPAA" means the Health Insurance Portability and Accountability Act of 1996, including the Privacy Rule (45 C.F.R. Part 160 and Subparts A and E of Part 164), the Security Rule (45 C.F.R. Part 160 and Subparts A and C of Part 164), and the Breach Notification Rule (45 C.F.R. Part 164, Subpart D) as amended by the HITECH Act and any accompanying regulations, as each may be amended from time to time.

"Order Form" means a mutually executed document or online order specifying the products and services Client is ordering under this Agreement.

"Payment Process" means the invoicing/payment terms and mechanism specified in the Order Form.

"Personal Data" means information relating to an identified or identifiable natural person.

"PHI" or "Protected Health Information" has the meaning provided in HIPAA.

"Privacy Rule" has the meaning provided in HIPAA (45 C.F.R. Parts 160, 162, and 164).

"Prohibited Data" means Protected Health Information (PHI) or any other data subject to heightened protection under Applicable Laws (for example, SSNs, payment card industry data, student records under FERPA, or children's data under COPPA), unless specifically authorized by a signed BAA or the Order Form.

"Security Incident" means unauthorized access to or acquisition of electronic data or information in the Service.

"Service" means Company's proprietary AI-powered telephony automation platform (currently known as "AcquisitionAI"), including the hosted software application, APIs, voice services, integrations, analytics and any related tools, features and updates.

"Subcontractor" means an entity engaged by Company to assist in providing or supporting the Service.

"Subscription Period" means the initial term of Client's subscription as specified in the Order Form and any renewals.

"ToS" means these Terms of Service.

"Usage Data" means data and information about the provision, use, and performance of the Service and the related products and services.

"Use Limitations" means the limits on Client's usage of the Service specified in the Order Form, such as permitted concurrent call volumes, call minutes, or data storage limits.

"User" means anyone to whom Client gives access to the Service, including Client's employees, agents, contractors, and authorized representatives.

AcquisitionAI, Inc. may use text messaging (SMS) to send operational alerts and notifications to authorized healthcare facility staff. These messages are used to support service delivery, care coordination, and facility operations.

15.1 Information Used for SMS

To provide SMS notifications, we may collect and use:

• Mobile phone numbers
• Message content related to operational alerts and notifications
• Message metadata (such as delivery status and timestamps)

15.2 Consent

Consent to receive SMS messages may be provided verbally or in writing by an authorized facility representative during onboarding, implementation, or support interactions. By consenting, recipients confirm they are authorized to receive operational notifications at the phone number provided.

Consent is not a condition of purchase.

15.3 Use and Disclosure

SMS information is used solely for service-related and operational purposes. We do not sell SMS-related personal information. We may share information with trusted service providers (such as messaging carriers and infrastructure providers) solely to deliver SMS messages and operate our services.

15.4 Opt-Out

Recipients may opt out of SMS messages at any time by replying STOP to any message. After opting out, a confirmation message may be sent and no further messages will be delivered unless consent is provided again.

15.5 Data Security

We implement reasonable administrative, technical, and organizational measures to protect information used in SMS communications. However, no method of transmission is completely secure.

15.6 Retention

We retain SMS-related information only as long as necessary to support operational needs, comply with legal obligations, and enforce our agreements.