Effective as of August 14, 2026
These commercial and website terms of service along with any attached addenda (“Terms of Service” or “Terms”) are effective as of August 14, 2026 (“Effective Date”), by and between (“Client”, “you”, or “your”) and either: 1) Cendera Health Psychiatry, P.C. when Client purchases Clinical Services through an Order Form; or 2) Cendera Health LLC when the Client purchases Advisory Services through an Order Form. Cendera Health Psychiatry, P.C. and Cendera Health LLC are referred to collectively in these Terms as “Company”, “we”, “our”, or “us”. From time to time in these Terms, Client and Company shall be referred to collectively as the “Parties” and each individually as a “Party”.
These Terms apply to and govern Client’s purchase of, access to, and use of either: 1) our licensed, psychiatric, health and medical treatment services (our “Clinical Services”); or 2) our non-licensed, non-clinical or medical psychiatric health and treatment analysis, advisory, education, and strategy services (our “Advisory Services”). The Clinical Services and Advisory Services are referred to collectively in these Terms as our “Services.”
These Terms also apply to Client’s access to and use of our website, available at www.cendera.health and any other websites or web pages where these terms are linked or otherwise made available (collectively, our “Website”). Incorporated by reference into these Terms are any applicable Order Form (defined below) and the terms of our Privacy Notice, available [HERE] (the Terms, Order Form, and Privacy Notice are referred to collectively herein as the “Agreement”). In the event of any conflict or inconsistency among these items, the following order of precedence shall apply (in descending order): (i) the Order Form, (ii) these Terms and (iv) the Company’s Privacy Notice.
By clicking/selecting the “I ACCEPT” button, or by purchasing, accessing, and/or using the Services, you agree and acknowledge on your own behalf that you have read, understand and agree to be bound by the terms of the Agreement and to comply with all applicable laws including, without limitation, all federal, state and local tax and tariff laws, regulations, and/or directives.
Witnesseth
WHEREAS, Company provides access to the Services to its customers; and
WHEREAS, Client desires to access the Services, and Company desires to provide Client access to the Services, subject to the terms and conditions of the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Terms defined in this Section 1 and parenthetically defined elsewhere shall have the same meaning throughout the Agreement.
1.1 “Aggregated Data” means de-identified and anonymized Client Content or other data from the Services. For clarity, Aggregated Data will not contain data attributable to Client or its Authorized Users.
1.2 “Authorized User” means Client and Client’s employees, consultants, staff, contractors, and agents (i) who are authorized by Client to access and use the Services under the rights granted to Client pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.
1.3 “Benchmark Data” means statistical, system, usage, and configuration data and other data regarding the Client’s compliance with the Agreement and Client’s usage of the Services that: (i) does not specifically identify Client, Client’s Authorized Users, or Client’s vendors; and (ii) does not consist of any Client Content or Client’s Confidential Information, provided, however, that Client shall not consider statistical, anonymized, aggregate data part of Client Content or its Confidential Information. For clarity, Benchmark Data shall not include any information that explicitly identifies Client, Client Content, Client’s Confidential Information, Client’s Authorized Users, or Client’s vendors.
1.4 “Client Content” means any reports, information, files, documents, data or other content that Client or its Authorized Users share with Company through the Services. “Client Content” does not include data derived from “Client Content” and held in as Aggregated Data.
1.5 “Confidential Information” means any nonpublic information (written, oral or electronic) disclosed by one Party to the other Party that is conspicuously marked as being confidential or proprietary or that the receiving Party knows, or under the circumstances reasonably should know, is considered the confidential or proprietary information of the disclosing Party. Confidential Information shall be deemed to include the following information of the respective Parties, without limitation: (i) the terms and conditions of the Agreement; (ii) customer lists, the names of customer contacts, business plans, technical data, product ideas, personnel, contracts and financial information; (iii) patentable subject matter or any information regarding a pending patent application, trade secrets, techniques, processes, know-how, business methodologies, schematics, employee suggestions, development tools and processes, computer printouts, computer programs, design drawings and manuals, and improvements; (iv) information about either Party’s costs, profits, markets and sales; (v) plans for future development and new product concepts; (vi) all documents, books, papers, drawings, models sketches, and other data of any kind and description, including electronic data recorded or retrieved by any means, that have been or will be disclosed, as well as written or oral instructions or comments; or (vii) any data or information stored in the Services, including Client Content.
1.6 “Intellectual Property” means all (a) patents, patent disclosures, and inventions (whether patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, (c) copyrights and copyrightable works (including computer programs), and rights in data and databases, (d) trade secrets, know-how, and other confidential information, and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
1.7 “Order Form” means the order, quote, subscription, payment web page, sign-up page, or similar ordering document in whatever form and whether printed or online to which these Terms relate, that is executed by both Parties and is subject to, governed by, and incorporates by reference, this Agreement, and sets forth the Services that Company shall provide to Client.
2.1 Order Forms. Client’s access to and use of the Services shall be in accordance with this Agreement, including one or more Order Forms, incorporating these Terms. Each Order Form shall identify whether the Client is purchasing Clinical Services, Advisory Services, or both, as well as the Fees to be paid by Client to Company under that Order Form, and other terms and conditions applicable to the Services, including, for example, any limitations or caps on Client's use of the Services.
2.2 Contracting Entity. Client acknowledges and agrees that where it has purchased Clinical Services, these Terms are executed by and between Client and Cendera Health Psychiatry, P.C., and where the Client has purchased Advisory Services, these Terms are executed by and between Client and Cendera Health LLC. If Client has purchased both Services, it has executed these Terms separately with the relevant Company legal entity providing each Service.
2.3 Service Descriptions. Client acknowledges and agrees that Cendera Health LLC and the associated Advisory Services are not licensed medical services. The Advisory Services to not diagnose, treat, prescribe, or otherwise furnish “health care,” “telehealth,” or “telemedicine” to any patient or Client, as those terms are defined by relevant federal or state law, regulation, codes, or other legal authorities. Client acknowledges and agrees that, notwithstanding any other provision in these Terms or the Agreement, Cendera Health LLC shall not be liable for any claims or damages of any kind related to the provision of such health care services.
2.4 Grant of Rights to Access and Use. Provided that Client pays all the required fees under the Agreement and complies with all other terms of the Agreement, Company hereby grants to Client a non-exclusive, terminable, non-transferable right to access and use the Services pursuant to the Agreement. Client shall not use or otherwise access the Services in a manner that exceeds Client’s authorized use as set forth in the Agreement. Such use is limited to Client’s internal use by its Authorized Users.
2.5 Restrictions. Client shall not use the Services beyond the scope of the rights granted in the Agreement. Client shall be solely liable for its Authorized Users’ access to the Services and any misuse of the Services by such Authorized Users. Client shall not (1) directly or indirectly alter, modify, adapt, translate, copy, distribute, reverse engineer, decompile, disassemble, or create any derivative works of the Services, (2) rent, lease, lend, sell, license, sublicense, publish, adapt, or otherwise make available the Services, (3) remove, modify or obscure any copyright, trademark or other proprietary rights notices that are contained in the Services, or (4) use the Services in any unauthorized manner. Client shall be responsible for obtaining and purchasing all equipment, internet access services, modifying its network, and taking all other actions necessary in order to use the Services.
2.6 No Emergency Services. Client acknowledges and agrees that the Company does not provide emergency medical services. If Client is suffering from an emergency medical condition, Client acknowledges and agrees that it will not contact Company for the treatment of the same, but will rather call 9-1-1 or other emergency response contact information.
2.7 Service Level Agreement. During the Term, Company shall provide the Services in accordance with the service levels as further specified in the SLA (Attachment A to these Terms).
2.8 Suspension of Services. Notwithstanding any of the foregoing, Company may, at its sole discretion, temporarily suspend Client’s and any Authorized User’s access to any portion or all of the Services if: (i) Company reasonably determines that (A) there is a threat or attack on any of Company’s intellectual property; (B) Client’s or any Authorized User's use of Company’s intellectual property disrupts or poses a security risk to Company’s intellectual property or to any other customer or vendor of Company; or (C) Company’s provision of the Services to Client or any Authorized User is prohibited by applicable law; or (ii) Company reasonably concludes that Client’s or any Authorized User’s use of the Services is causing immediate, material, and ongoing harm to Company, its employees, or others. Company shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service suspension is cured. Notwithstanding any other provision in these Terms or the Agreement, Company will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Client or any Authorized User may incur as a result of a Service suspension.
Client will provide commercially reasonable cooperation with Company to enable Company to provide the Services to Client. Company shall authorize access to and assign unique passwords and user names to Client's Authorized Users of the Services (“Client Accounts”). Client shall be responsible for any activity occurring through the Client Accounts, including unauthorized activity. Client shall use commercially reasonable efforts to prevent unauthorized access to or use of the Services and shall promptly notify Company in the event of any unauthorized access or use of the Services and any loss or theft or unauthorized use of any of the Client Accounts. Client is solely responsible for compliance with all applicable local, state, federal, and foreign laws, treaties, and regulations applicable to Client's use of the Services, including without limitation those related to privacy, artificial intelligence, electronic communications, and anti-spam legislation.
4.1 Fees. Client shall pay the fees as set forth on the Order Form in order to obtain access to the Services (the “Fee(s)”), which Fees are subject to change as set forth in Section 4(c). Unless otherwise specified in the applicable Order Form, Company will charge Client for any services requiring a subscription on a monthly basis, with the first payment being charged on the first day the subscription services are available to Client, and all other subsequent charges made monthly and automatically to Client’s saved payment method. Company will charge the client for non-subscription via monthly invoice, and payment is due within seventy-two (72) hours of the month’s close. Client agrees to pay invoiced Fees in U.S. dollars. Client shall pay undisputed invoices, or the undisputed portion of any disputed invoice, within thirty (30) days of the invoice date. In order to dispute an invoice or an amount on an invoice, Client must provide written notice to Company of such dispute prior to the applicable due date for the payment of such Fee and such dispute must be reasonable and in good faith. Company reserves the right to suspend Client's access and/or use of the Services for any Client Accounts for which any payment of Fees is due and unpaid, provided, however, that Company provides Client a delinquency notice of such nonpayment and at least ten (10) days have passed since the transmission of such delinquency notice without full payment of the unpaid Fees by Client. Notwithstanding the foregoing, the Parties may agree in writing to renew the Agreement for longer periods at other mutually agreed upon rates. Client shall pay the Fees for each Renewal Term (as defined below) within thirty (30) days after the start of such Renewal Term. Client also shall pay to Company all reasonable expenses incurred by Company in connection with exercising any of its rights under the Agreement or applicable law with respect to the collection of any payments due to Company (excluding with respect to amounts reasonably disputed by Client in good faith), including reasonable attorneys' fees, court costs, and collection agency fees.
4.2 Taxes. Client is responsible for and shall pay all taxes (including without limitation sales, use, property, excise, value added, and gross receipts) levied on the Agreement, except taxes based on Company’s income, property, and employees.
4.3 Services Limitation and Fee Changes. Notwithstanding anything to the contrary, upon providing notice to Client, Company shall be permitted to increase the Subscription Fees by the lower of: (i) a five percent (5%) increase over the prior Subscription Fee; or (ii) an increase equal to the percentage increase in the Federal Bureau of Labor Statistics, Consumer Price Index (CPI) for all Urban Consumers, over the previous twelve (12) months.
5.1 Proprietary Rights. Client acknowledges and agrees that Company retains sole and exclusive ownership of all right, title, and interest in and to: (i) Company’s Intellectual Property; and (ii) the Services (including any pre-existing software, know-how, methodologies, and data), including any modification, improvement, enhancement, or configuration made to the Services, regardless of who creates, suggests, and/or contributes in any such modification, improvement, enhancement, or configuration.
5.2 Client Content. Client acknowledges that Client's use of the Services may require the processing and transmission of Client Content to Company. Client shall retain all existing title, intellectual property, and contractual rights in and to the Client Content provided to Company. Notwithstanding the foregoing, when Client or its Authorized Users uploads, submits, or stores Client Content through the Services, Client grants Company a worldwide license to use, host, store, reproduce, modify, and create derivative works from the Client Content to provide, support, and improve the Services. Company is not responsible for any electronic communications and/or Client Content which are delayed, lost, altered, intercepted or stored during the transmission of any data by means of third party networks (other than third parties providing computing or storage services under the Agreement on behalf of Company). Without limiting Client's rights and remedies under the Agreement, Client acknowledges that Client Content and information regarding Client Accounts will be processed by Company and stored and processed using online hosting services selected by Company. Client represents and warrants that it has all necessary rights in, and obtained all necessary consents to, the Client Content to grant Company the rights granted under this Section 5(b). Notwithstanding anything to the contrary in the Agreement, Client authorizes and agrees that Company may collect or create Benchmark Data and/or Aggregated Data and such Benchmark Data and/or Aggregated Data shall be the property of Company. Company shall have the right to retain, use, distribute, sell, and otherwise process such Benchmark Data and/or Aggregated Data.
5.3 Feedback. Company encourages Client to provide suggestions, proposals, ideas, recommendations or other feedback (“Feedback”) regarding the Company’s services and related resources. Company shall own all rights, title and interest, including all Intellectual Property rights, in and to Feedback submitted by Client, as well as to any improvements to the Services or any new programs, upgrades, modifications or enhancements developed by Company in connection with rendering the Services to Client, even when refinements and improvements result from Client’s Feedback or request. To the extent, if any, that ownership in such Feedback, refinements, and improvements does not automatically vest in Company by virtue of the Agreement or otherwise, Client grants to Company a royalty-free, fully paid, sub-licensable, transferable, non-exclusive, irrevocable, perpetual, worldwide right and license to make, use, sell, offer for sale, import and otherwise exploit Feedback (including by incorporation of such feedback into the Services) without restriction.
6.1 Company represents, warrants and covenants that (i) it has the full corporate right, power and authority to enter into the Agreement, (ii) it shall use commercially reasonable efforts to prevent unauthorized access to, and maintain and assure the strict confidentiality of, all Client Content.
6.2 Client represents, warrants and covenants that (i) it has the full right, power and authority to enter into the Agreement, and (ii) the execution of the Agreement by and the performance of its obligations and duties hereunder do not and will not violate any agreement to which it is a party or by which it is bound.
6.3 EXCEPT AS SPECIFICALLY SET FORTH IN THE AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND COMPANY DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT AS SPECIFICALLY SET FORTH IN THE AGREEMENT, COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET ALL OF CLIENT’S OR ANY OTHER PERSON'S PURPOSES OR NEEDS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
Client will defend, hold harmless, and indemnify Company and its officers, directors, employees, agents, attorneys, affiliates, successors, and assigns (each, an “Indemnified Party”; collectively, “Indemnified Parties”) from and against all Actions and Losses in any way arising out of, relating to, or resulting from Client’s, or any of Client’s employees’ or agents’, actual or alleged: (w) use of the Services; (x) failure to comply with federal, state, or local laws, regulations, or codes regarding the Services; (y) breach or non-fulfillment of any provision of the Agreement; or (z) negligent or more culpable act or omission (including any reckless or willful misconduct) in connection with the use of the Services. “Losses” means losses, damages, liabilities, deficiencies, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, incurred by an Indemnified Party. “Actions” means actions, claims, litigation, lawsuits, arbitration, disputes, investigations, inquiries, allegations, or accusations against an Indemnified Party.
Client shall have no authority to admit or agree to any fault, liability, or obligation on behalf of or otherwise binding any Indemnified Party except with the advance, express consent of such Indemnified Party as evidenced by a signed writing of its CEO (or equivalent leadership) or legal counsel. An Indemnified Party may at any time and in its sole discretion immediately assume control of the defense or settlement of any Action, with counsel of its choosing and at Client’s sole expense, immediately upon written notice delivered via any reasonable means to Client. Client agrees to cooperate and participate with Indemnified Party as requested and at Client’s sole expense with respect to any Action impacting Indemnified Party and in any way arising out of, relating to, or resulting from Client’s use of the Services.
9.1 UNDER NO CIRCUMSTANCES WILL COMPANY, OUR AFFILIATES, EMPLOYEES, OFFICERS, AGENTS, REPRESENTATIVES, LICENSORS OR OTHER THIRD PARTY PARTNERS (“COMPANY PARTIES”) BE LIABLE TO YOU OR TO ANY THIRD PARTY OR OTHER PERSON FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, LOSS OF INFORMATION OR PROGRAMS ON YOUR DATA HANDLING SYSTEM, TRANSACTION LOSSES, OPPORTUNITY COSTS, INTERRUPTION OF BUSINESS OR COSTS OF PROCURING SUBSTITUTE GOODS) RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATING TO ANY OF THE SERVICES, OUR WEBSITES, OR THE DATA, CONTENT OR INFORMATION ACCESSED VIA THE SERVICES OR THE WEBSITES OR ANY HYPERLINKED WEBSITE, OR ANY DISRUPTION OR DELAY IN THE PERFORMANCE OF THE WEBSITES, REGARDLESS OF THE FORM OF THE CLAIM OR ACTION, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, STATUTE OR OTHERWISE, AND REGARDLESS OF WHETHER OR NOT SUCH DAMAGES WERE FORESEEN, UNFORESEEN OR FORESEEABLE, EVEN IF COMPANY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU UNDERSTAND THAT YOU ARE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA AND ANY SIMILAR LAW OF ANY STATE, COUNTRY OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST MATERIALLY AFFECT HIS OR HER SETTLEMENT WITH THE DEBTOR.”
9.2 IF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, IN WHOLE OR IN PART, THEN THE AGGREGATE LIABILITY FOR ALL CLAIMS UNDER SUCH CIRCUMSTANCES SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO COMPANY DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM GIVING RISE TO SUCH LIABILITY, OR IF YOU HAVE NOT PAID FOR ANY OF OUR SERVICES, ONE HUNDRED DOLLARS ($100.00).
9.3 SOME STATES OR JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY IN CERTAIN CIRCUMSTANCES. IN SUCH STATES OR JURISDICTIONS, THE COMPANY PARTIES’ LIABILITY TO YOU SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY COMPANY TO YOU AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 8 WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.
9.4 Any cause of action or claim you may have arising out of or relating to these Terms or our Services must be commenced within six (6) months, unless a greater period is required in accordance with applicable laws, after the cause of action accrues. Otherwise, such cause of action or claim is permanently barred.
10.1 Non-Disclosure. Each Party agrees not to use, disclose, sell, license, publish, reproduce or otherwise make available the Confidential Information of the other Party to any third party except as permitted under the Agreement and as required by law, and further agrees not to use the Confidential Information of the other Party, except as permitted under the Agreement or as required by law. Each receiving Party agrees that it will limit internal disclosures (within the receiving Party) of the disclosing Party’s Confidential Information to employees, contractors, staff, representatives, consultants, affiliates or other agents who have a need to know such Confidential Information to perform obligations under the Agreement or under law, who are informed of the confidential nature of the information, and who are bound by written confidentiality obligations (except for advisors who are bound by professional codes of conduct having equivalent effect). Each Party agrees to secure and protect the other Party’s Confidential Information in a manner consistent with the maintenance of such Party’s own confidential and proprietary rights in the information (and in any event reasonable measures) and to take appropriate action by instruction or agreement with its employees, contractors, staff, representatives, consultants, affiliates or other agents who are permitted access to the other Party’s Confidential Information to satisfy its obligations under this Section 9. The receiving Party will promptly notify the disclosing Party in writing in the event the receiving Party becomes aware of any actual or suspected unauthorized use or disclosure of the disclosing Party’s Confidential Information.
10.2 Exclusions. The obligation to treat information as Confidential Information shall not apply to information which: (i) is publicly available through no action of the receiving Party; (ii) was rightfully in the receiving Party’s possession on a non-confidential basis independent of its relationship with the disclosing Party prior to the first disclosure by the disclosing Party to the receiving Party as evidenced by the receiving Party’s then-existing written records; (iii) has been or is developed by or becomes known to the receiving Party without access to any of the disclosing Party’s Confidential Information and outside the scope of any agreement with disclosing Party with the receiving Party having the burden of proof to demonstrate independent creation; or (iv) has been obtained rightfully from third Parties not bound by an obligation of confidentiality. In addition, the receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the receiving Party to enforce its rights under the Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that (to the extent legally permissible) the receiving Party promptly notifies the disclosing Party in writing of such required disclosure and cooperates with the disclosing Party if the disclosing Party seeks an appropriate protective order. Further, each Party may disclose the terms of the Agreement: (A) in connection with the requirements of a public offering or securities filing, (B) in confidence to accountants, banks, and financing sources and their advisors, or (C) in confidence in connection with a merger or acquisition or proposed merger or acquisition, or the like.
10.3 Injunctive Relief. In the event of a breach or threatened breach of the receiving Party’s confidentiality obligations, the receiving Party acknowledges that the disclosing Party may suffer immediate and irreparable harm for which money damages may be inadequate and impossible to calculate and waives any requirement that a bond be posted or that the disclosing Party be required to demonstrate irreparable harm as conditions to obtaining injunctive relief.
11.1 The Services or portions thereof may incorporate or otherwise leverage artificial intelligence (“AI”) or similar technologies (collectively “AI Services”). The AI Services may, but do not necessarily, include deep learning, machine learning, generative artificial intelligence, large language models, and other artificial intelligence technologies. These terms and conditions of this Section 10 apply to any portion of the Services constituting or leveraging AI Services. The AI Services may enable Clients and other users to create, modify, or enhance content based on various inputs and parameters.
11.2 Client acknowledges and agrees that Client, and not Company, is solely responsible for the provision of any notices or disclosures and the obtaining of any consents required under applicable law, in order for Client or third parties (including patients or other end users) to provide information, personal information, content, intellectual property, and other inputs (“AI Content”) into the AI Services and to process such AI Content in the provision of the Services under the Agreement. Client represents and warrants that Client has at all times complied with all applicable law regarding such AI Content collections and processing regarding the AI Services. Client agrees that it is solely responsible for compliance with all applicable laws, rules and regulations regarding use of the AI Services.
11.3 Client grants Company a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, sublicensable, transferable license to copy, modify, and otherwise use any AI Content and other information submitted to or generated by the AI Services for the purpose of training the AI, enhancing the performance and functionality of the AI Services or the Services generally, to provide the Services under the Agreement, and to develop new products and services. Client also agrees that Company may collect and analyse data and feedback from Client’s use of the AI Services for such purposes.
11.4 All or a portion of the AI Services may be provided by a third party, and third-party terms may apply to Client’s use of the AI Services. Client agrees to comply with any such third-party terms, and Client authorizes Company to transfer or otherwise provide such third parties with the AI Content and the outputs of the AI Services. Client further acknowledges that such third parties are outside of Company’s control and may have access and rights to the AI Content submitted to or through the AI Services, and to AI outputs. Company shall have no responsibility or liability for, and you hereby hold Company harmless from, all acts and omissions of any such third-party. Further, Company cannot guarantee the availability of any third-party services, and therefore any AI Services dependent on such third-party services may be terminated or suspended at any time without notice, and in such event Company shall have no liability for such termination or suspension.
11.5 Client acknowledges that use of the AI Services may involve risks and uncertainties, such as unpredictable or unintended outcomes, bias, errors, failures, or liabilities. Company does not represent, warrant or guarantee, and you hereby hold Company harmless from, the accuracy, quality, suitability, or legality of any content generated by the AI Services, and Client is solely responsible for verifying, reviewing, and approving such content before using it for any purpose. Client agrees to assume all such risks and to indemnify and hold harmless Company from any claims, liabilities, losses, or damages arising from or relating to the use of the AI Services or any AI Content or other information submitted to or generated by the AI Services, and no such claims, liabilities, losses, or damages shall be subject to, or limited by, any limitation of liability, limitation of remedy or disclaimer otherwise set forth in the Terms.
11.6 COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE AI SERVICES AND ANY AI CONTENT OR INFORMATION GENERATED BY THE AI SERVICES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUALITY. COMPANY DOES NOT WARRANT THAT THE AI SERVICES WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, OR THAT IT WILL OPERATE WITHOUT INTERRUPTION OR ERROR.
11.7 TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY’S LIABILITY FOR ANY BREACH OF THIS CONTRACT OR ANY OTHER CLAIM ARISING FROM OR RELATING TO THE AI SERVICES OR ANY AI CONTENT OR OUTPUTS GENERATED BY THE AI SERVICES SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100). TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL IN RELATION TO THE AI SERVICES.
12.1 Term. The initial term of the Agreement shall commence on the Effective Date and continue for as long as any Order Forms under it are in effect (the “Term”). The term of each Order Form will be in the applicable Order Form. Thereafter, the Term of the Agreement shall renew as mutually agreed between the Parties (each, a “Renewal Term”).
12.2 Termination for Cause. In the event that Client breaches any material provision of the Agreement and fails to cure such breach within thirty (30) days after written notice thereof (which notice reasonably details the alleged breach), Company may terminate the Agreement immediately, by written notice. In the event that Client (i) becomes insolvent; (ii) files a petition in bankruptcy for Chapter 7 relief, or has such a petition filed against it (and fails to lift any stay imposed thereby within sixty (60) days after such stay becomes effective); (iii) has a receiver appointed with respect to all or substantially all of its assets; (iv) makes an assignment for the benefit of creditors or (v) ceases to do business in the ordinary course, Company may terminate the Agreement immediately by notice in writing. All notices required by this Section 11 shall be in accordance with the notice requirements set forth herein.
12.3 Rights upon Termination. Client acknowledges that in the event of a termination for any reason: (i) the rights granted by Company to Client will cease immediately; (ii) Client shall delete, destroy, or return all copies of Company Intellectual Property, if any, (iii) Company does not retain and shall not be responsible for any damage to or loss of Client Content or other data after such termination, except that Company shall take commercially reasonable efforts to permit Client access to the Client Content for thirty (30) days after such termination; (iv) Client shall pay Company for all Services provided to Client up to and including the date of termination; and (v) Client shall not be entitled to any refund of the Fees, except that Client shall be entitled to a refund of any unused prepaid fees if the Agreement is terminated pursuant to Section 11(b) above. Notwithstanding the foregoing, Company shall retain all rights in connection with Benchmark Data and Aggregated Data.
12.4 Survival. Any provisions of the Agreement that, by their terms, require or reasonably contemplate continued performance following the termination of the Agreement or an Order Form will survive, including Sections 5, 6, 7, 8, 9, 11, 12, and 15 of this Agreement.
13.1 Informal Resolution. If a dispute arises, before filing a claim against Company, Client agrees to try to resolve the dispute by contacting Company via email at legal@cendera.health. Before Company files a claim against Client, we agree to contact you at the email address associated with your account, or by the means otherwise provided by you. If the dispute is not resolved within 30 days of notice, either you or we may bring a formal proceeding pursuant to the following procedures:
13.2 Mandatory Arbitration. Client agrees that any dispute, claim or controversy arising out of or relating to these Terms or the Services (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”). The exclusive jurisdiction and venue of any IP Protection Action will be the state and federal courts located in Ulster County, New York, and each of the parties hereto waives any objection to jurisdiction and venue in such courts.
13.3 No Class Actions. The Parties agree that each may bring claims against the other only in their individual capacities and not as a plaintiff or class member in any purported class or representative proceeding. The Parties further agree that: neither Party will join any arbitral claim with the claim of any other person or entity in a lawsuit, arbitration or other proceeding; that no arbitral claim will be resolved on a class-wide basis; that neither Party will assert an arbitral claim in a representative capacity on behalf of anyone else; and both Parties expressly waive their right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable or that arbitration can proceed on a class basis, then this agreement to arbitrate shall be deemed null and void in its entirety and the Parties shall be deemed to have not agreed to arbitrate disputes.
13.4 No Jury Trial. The Parties hereby waive their respective rights to a jury trial even if this agreement to arbitrate is held not to apply. Client expressly waives the right to a jury trial in the event that Company selects arbitration to resolve a dispute under this Agreement.
13.5 Rules. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules then in effect (the “AAA Rules”). In the event the AAA Rules are inconsistent with these Terms, the Terms will prevail. (The AAA Rules are available at https://www.adr.org/Rules or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.
13.6 Arbitration Process. Either Party who desires to initiate arbitration must provide the other Party with a written “Demand for Arbitration” as specified in the AAA Rules. AAA provides a general form for a Demand for Arbitration and may provide a separate form for Demand for Arbitration for residents of a particular state. The arbitrator will be either a retired judge or an attorney licensed to practice law with at least 15 years of experience and will be selected by the Parties from the AAA’s roster of arbitrators. If the Parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
13.7 Arbitration Location and Procedure. If Client’s claim is for $10,000 or less, Client may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules, and any in-person hearing will be held in Ulster County, NY. If Client’s claim exceeds $10,000, Client’s right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the Parties, consistent with the expedited nature of the arbitration.
13.8 Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section of these Terms as to the types and amounts of damages for which a Party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
13.9 Fees. The Parties’ responsibilities to pay any AAA filing or administrative and arbitrator fees will be solely as set forth in the AAA Rules.
Company reserves the right to terminate, in appropriate circumstances, the accounts of subscribers who infringe the copyrights of others. Client may not upload, download, post, publish, transmit, reproduce, or distribute in any way on or through the Services, any files, material, information, software or other material that is protected by copyright or other proprietary right, or derivative works with respect thereto, without obtaining permission of the copyright owner or other right holder. Company has the right, but not the obligation, to remove from the Services any files, material, information, software or other material we believe is or may be, in our sole discretion, infringing or otherwise in violation of the rights of others. If Client believes in good faith that Client’s copyright has been infringed, please provide a written communication regarding such belief to the contact information below. To be effective, your notice must include the information prescribed by the Digital Millennium Copyright Act (17 U.S.C. §512) (“DMCA”). All DMCA notices should be sent to our designated agent as follows:
Email: legal@cendera.health
Client agrees that Company may send the following by email or by posting the following on our website or within the Services: legal disclosures, these Terms, our Privacy Notice, future changes to any of the foregoing, and other notices, policies, communications or disclosures and information related to the Services. Client agrees that the Company may contact you via email, phone, text message, or mail regarding the Services. Client consents to receive such communications electronically. Client agrees to update its contact information to ensure accuracy.
16.1 Choice of Law. The Agreement shall be governed and construed according to the laws of the State of New York. Client shall pay to Company all reasonable expenses incurred by Company in connection with successfully enforcing any of its rights under the Agreement or applicable law, including reasonable attorneys' fees and court costs.
16.2 Assignment. Except as otherwise provided in this Section, Client may not assign any of its rights or delegate any of its duties under the Agreement without the prior written consent of the Company, whose consent will not be unreasonably withheld. Company may assign any of its rights or delegate any of its duties under the Agreement at any time, without notice. Any unauthorized assignment or delegation will be null and void. Notwithstanding the foregoing, either Party may, without notice to or consent from the other Party, assign the Agreement in connection with any merger, consolidation, reorganization, sale of all or substantially all of its assets or any similar transaction, provided that the assignee confirms in writing that it has assumed all obligations of the assignor under the Agreement. The Agreement will be binding upon and inure to the benefit of the Parties’ permitted successors and assigns.
16.3 Notices. Any notice either Party desires to give the other Party hereunder shall be in writing. All notices shall be given by delivery to the Parties at their physical or email addresses set forth on the Order Form unless such addresses are changed by written notice.
16.4 Independent Parties. The Agreement is by and between independent parties. Nothing in the Agreement shall be construed or interpreted to give rise to an agency, partnership, franchise, employment, or joint venture.
16.5 Reservation of Rights. Company reserves all rights not expressly granted to Client in the Agreement. Except for the limited rights and licenses expressly granted under the Agreement, nothing in the Agreement grants, by implication, waiver, estoppel, or otherwise, to Client, its Authorized Users, or any third party any intellectual property rights or other right, title, or interest in or to Company intellectual property.
16.6 Force Majeure. Neither Party shall be liable in damages or have the right to terminate the Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to, weather and other forces of nature, government restrictions or orders, pandemics or epidemics, acts of terrorism, widespread internet outage(s), wars, insurrections and/or any other cause beyond the control of the Party whose performance is affected, however, if the duration of the delay caused by such an event shall exceed fifteen (15) days, the Party who was to benefit from the performance of such act shall have the right to terminate the Agreement by giving written notice, according to the Agreement. Notwithstanding the foregoing, this Section 12(f) does not relieve the Client from its payment obligations under the Agreement.
16.7 General. The Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements with respect to such subject matter, whether express or implied, written or oral. The Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement. The Agreement may not be modified except by written agreement signed duly authorized representatives of both Parties. The Agreement shall not be construed against any Party by reason of its preparation. If one or more of the provisions contained in the Agreement are found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. In this event, the Parties may replace the unenforceable provision with a mutually agreeable and enforceable provision that preserves the original intent and position of the Parties. Any other provisions that survive by their nature shall survive the expiration or termination of the Agreement for any reason. No term or provision of the Agreement shall be deemed waived and no breach or default shall be deemed excused unless such waiver or consent shall be in writing and signed by the Party claimed to have waived or consented. No consent by any Party to, or waiver of, a breach or default by the other, whether express or implied, shall constitute a consent to, waiver of, or excuse for any different or subsequent breach or default.
This Service Level Agreement (“SLA”) is subject to the terms and conditions of the Company Service Agreement (the “Agreement”) between the Parties.
Company will use reasonable efforts to make the Services available 24 x 7, excluding service interruptions for scheduled maintenance, or a general internet outage.
Service Interruption Management. Company is responsible for managing service interruptions that are within Company’s control. Client will notify Company of a service interruption. Company will use commercially reasonable efforts to resolve the service interruption within the target turnaround time indicated for its priority level and to provide reasonable periodic status reports regarding service interruption resolution.
Company will use the following priority categories to provide a consistent classification of service interruptions.
Urgent — response time 1 hour or less. Highest priority. Used for service interruptions, within Company’s control, where Client is unable to access or use remotely the Services or when significant and substantial adverse operational impact occurs preventing any useful work from being done. Target resolution time on such service interruption resolution is four (4) hours.
High — response time 2 hours or less. Used for service interruptions, within Company’s control, where Client’s production use of the Services is severely impaired or degraded preventing major functions from being performed. Target resolution time on such service interruption resolution is one (1) business day.
Medium — response time 4 hours or less. Used for service interruptions, within Company’s control, where Client’s production use of an important (but not critical or essential) function of the Services is disabled or impaired. Target resolution time on such service interruption resolution is three (3) business days.
Low — response time 24 hours or less. Used for all other service interruptions, within Company’s control. Indicates that the service interruption causes minor adverse impact to Client’s use of the Services. Target resolution time on such service interruption resolution is reasonably determined in accordance with the nature of the service interruption.