Terms of Service

Last updated: May 14, 2019

Claritrics Inc. dba BUDDI Health (“BUDDI Health,” “we,” “us,” or “our”) owns and operates the Coding.Ai platforms (collectively, the “Platforms”). Please read these Terms of Service carefully. These Terms of Service state the terms and conditions under which you may access and use the Platforms. By clicking “I ACCEPT,” you acknowledge that you have read, understood, and agree to be legally bound by these Terms of Service and you represent and warrant that you are at least 18 years old or older. If you are accepting these Terms of Service on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to the terms and conditions set forth herein. If you do not have such authority, or if you do not agree to any of these terms, then you are not permitted to use the Services. These Terms of Service may be updated by us from time to time without notice to you. If we change any material terms of these Terms of Service, we will notify you by posting a message upon your next log-in, and you will be required to click “I ACCEPT” in order to continue using the Services after the date of any such modification.

The Services

Access and use of the Platforms is offered to you on a subscription basis (“Subscription”).

You may create, store and/or transmit data through the Platforms (collectively, “User Data”). We cannot and do not review it all—the Platforms act as a passive conduit for your use of the User Data. That said, we may remove User Data that is in violation of applicable law or otherwise unacceptable to us in our sole discretion.

As between us and you, you retain all rights in and to the User Data. You warrant and represent that (i) the User Data provided through your account is legal and does not infringe on any property or privacy rights of any third party; and (ii) you either own, or have a sufficient license to, all User Data provided through your account. You hereby grant us an irrevocable, non-exclusive, worldwide, royalty-free, sub-licensable, transferable license to use your User Data as reasonably necessary for us to provide the Platforms.

Registration

If you would like to use the Platforms, you will need to register as a user by creating an account. During the registration process, you will have to provide your name, company name (if applicable), and email address, and any other information requested during the registration process. You will also have to create a user name and password for your account. You represent and warrant that all registration information you submit is truthful and accurate and you will maintain the accuracy of such information. You are solely responsible for the confidentiality of your user account, as well as for its use and misuse. You will promptly inform us of any need to deactivate a user name or password. We reserve the right to delete or change your user name and/or password at any time and for any reason.

Use of Personal Data

Your use of the Platforms will involve the transmission to BUDDI Health of certain Personal Information, which may include Protected Health Information, as defined under the Health Insurance Portability and Accountability Act of 1996 and the regulations promulgated thereunder from time to time by the United States Department of Health and Human Services (collectively, and together with the Health Information Technology for Economic and Clinical Health Act, all as amended from time to time, “HIPAA”). BUDDI Health’s policies with respect to the collection and use of Personal Information are governed according to our Privacy Policy, which is hereby incorporated by reference in its entirety.

License Grant; Restrictions on Use

  1. License Grant. Subject to the terms and conditions set forth herein, BUDDI Health hereby grants to you during the Term (as defined below) a limited, non-exclusive, non-transferable license, without the right to grant sublicenses, to access and use the Platforms.
  2. Restrictions on Use. You will not: (i) reverse engineer, decompile, disassemble, or

otherwise attempt to discern the source code or interface protocols of the Services; (ii) modify, adapt, or translate the Platforms; (iii) make any copies of the BUDDI Health Intellectual Property (as defined below); (iv) make the Platforms available on a “service bureau” basis; (v) remove or modify any proprietary marking or restrictive legends placed on the BUDDI Health Intellectual Property; (vi) use the Platforms in violation of any applicable laws or for any purpose not specifically permitted in these Terms of Service; or (vii) introduce into the Platforms any software, virus, worm, “back door,” Trojan Horse, or similar harmful code. You may not use or access the Platforms if you are our direct competitor, except with our prior written consent. In addition, you may not access the Platforms for purposes of monitoring performance or functionality, or for any other benchmarking or competitive purposes.

BUDDI Health Intellectual Property

As between BUDDI Health and you, BUDDI Health shall own all right, title, and interest in and to (i) the Platforms including, without limitation, all source code, object code, operating instructions, and interfaces developed for or relating to the same; (ii) all modifications, enhancements, revisions, changes, copies, partial copies, translations, compilations, improvements, machine-learnt insights and hash outputs from the processing of User Data by our Platform and derivative works of the foregoing, and all intellectual property rights therein; and (iii) any other materials available on the Platforms that are provided by or on behalf of BUDDI Health and all intellectual property rights therein (collectively, the “BUDDI Health Intellectual Property”). Except as expressly permitted in these Terms of Service, you have no rights in or to the BUDDI Health Intellectual Property.

Confidential Information

For the purposes of this Agreement, the Platforms, any related documentation, all pricing and fees relating to the Platforms, and any other non-public information or material concerning BUDDI Health shall be considered the “Confidential Information” of BUDDI Health. Notwithstanding any of the foregoing, our Confidential Information does not include information which: (i) is or becomes public knowledge without your action or involvement; (ii) is documented as being known to you prior to its disclosure by BUDDI Health; (iii) is independently developed by you without reference or access to our Confidential Information and is so documented; or (iv) is obtained by you without restrictions on use or disclosure from a third person who did not receive it, directly or indirectly, from BUDDI Health.

With respect to any Confidential Information you may receive, you will: (i) use such Confidential Information only in connection with the performance of your obligations and exercise of your rights under this Agreement; (ii) if applicable, restrict disclosure of such Confidential Information within organization to only those employees and consultants who have a need to know such Confidential Information in connection with your performance of this Agreement and (iii) except as expressly contemplated under the preceding clause (ii), not disclose such Confidential Information to any third party unless authorized in writing by BUDDI Health to do so.

You will protect the confidentiality of any Confidential Information disclosed by BUDDI Health using at least the degree of care that you use to protect your own confidential information (but no less than a reasonable degree of care).

You will, prior to providing any employee or consultant access to any Confidential Information of BUDDI Health, inform such employee or consultant of the confidential nature of such Confidential Information and require such employee or consultant to comply with your obligations hereunder with respect to such Confidential Information. You will be responsible to BUDDI Health for any violation of this section by any such employee or consultant.

In the event you become or may become legally compelled to disclose any Confidential Information (whether by deposition, interrogatory, request for documents, subpoena, civil investigative demand or other process, or otherwise), you shall provide to BUDDI Health prompt prior written notice of such requirement so that BUDDI Health may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this section. In the event that such protective order or other remedy is not obtained, or that BUDDI Health waives compliance with the provisions hereof, you shall furnish only that portion of the Confidential Information which it is advised by counsel is legally required to be disclosed, and shall use your best efforts to insure that confidential treatment shall be afforded such disclosed portion of the Confidential Information.

Unsolicited Information

By submitting any unsolicited information and materials, including comments, ideas, questions, designs, and other similar communications (collectively, “Unsolicited Information”) to us, you agree to be bound by the following terms and conditions. If you do not agree with these terms and conditions, you should not provide us with any Unsolicited Information. All Unsolicited Information will be considered NON-CONFIDENTIAL and NON-PROPRIETARY. We, or any of our affiliates, may use such communication or material for any purpose whatsoever, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast, and further posting. Further, we and our affiliates are free to use any ideas, concepts, know-how, or techniques contained in any communication or material you send to us for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products. By submitting any Unsolicited Information, you are granting us a perpetual, royalty-free and irrevocable right and license to use, reproduce, modify, adapt, publish, translate, distribute, transmit, publicly display, publicly perform, sublicense, create derivative works from, transfer and sell such Unsolicited Information and to use your name and other identifying information in connection with such Unsolicited Information.

Limitation of Liability

IN NO EVENT SHALL BUDDI HEALTH, ITS AFFILIATES, SUBSIDIARIES, OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE “BUDDI HEALTH PARTIES”) BE LIABLE FOR SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, REVENUES OR SAVINGS, OR LOSS OF DATA, EVEN IF SUCH BUDDI HEALTH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF THE BUDDI HEALTH PARTIES FOR DIRECT DAMAGES ARISING UNDER THESE TERMS OF USE OR RELATING THERETO, EXCEED, THE TOTAL FEES PAID BY YOU IN THE ONE (1) MONTH IMMEDIATELY PRECEDING SUCH CLAIM. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR NEGLIGENCE, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES, IN SUCH JURISDICTIONS BUDDI HEALTH PARTIES LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

No Medical Advice

You acknowledge and agree that BUDDI Health does not provide any form of medical care, medical opinion, medical advice, diagnosis, or treatment. The contents of the Platforms are for processing and administrative purposes only. The provision of the Platforms does not constitute a medical opinion, medical advice, or diagnosis or treatment of any particular condition, and the Platforms are not intended to be a substitute for professional medical advice, diagnosis, or treatment.

External Sites

The Platforms may contain links to third-party websites (“External Sites”), but BUDDI Health does not endorse and is not responsible for the content of any such External Sites. Please refer to the terms of use and privacy policies of the External Sites for more information.

Indemnification

You agree to defend, indemnify, and hold the BUDDI Health Parties harmless from and against any and all claims, actions, or demands and relating costs, damages and liability (including, without limitation, reasonable attorneys’ fees) arising or resulting from: (i) your breach of these Terms of Service; (ii) your access to, use, or misuse of the Platforms or the Services; (iii) any User Data provided through your account; and (iv) your violation of any third-party right, including without limitation any property or privacy right.

Compliance with Applicable Laws

The Platforms and the Services are based in the United States, and are intended to be used only by residents of the United States that are age 18 years or older. We make no claims concerning whether the Platforms, the Services, or the User Data may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Platforms, the Services or the User Data from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

Term and Termination

  1. Term. These Terms of Service shall be effective from the time you click “I Agree” and shall continue until terminated by either party as set forth herein (“Term”).
  2. Termination. We may terminate these Terms of Service, without penalty or liability, at any time, for any or no reason, upon thirty (30) days written notice to you. We may terminate and/or suspend your registration or your use of the Services immediately if you violate the terms and conditions of these Terms of Service.
  3. Effect of Termination. Upon termination of these Terms of Service or Subscription: (i) all rights and licenses granted hereunder will immediately cease; (ii) you will immediately cease all use and access of the Services; (iii) you will have thirty (30) days to retrieve your User Data; and (iv) you shall immediately pay BUDDI Health all fees dues until the date of termination. YOU AGREE THAT BUDDI HEALTH WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SERVICES IN ACCORDANCE WITH THESE TERMS OF SERVICE.

Miscellaneous

In the event that any portion of these Terms of Service is held to be invalid or unenforceable, then such portion shall be construed in accordance with the applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of these Terms of Service shall remain in full force and effect. This section, the section entitled BUDDI Health Intellectual Property, Confidential Information, Unsolicited Information, Indemnification, Limited Warranty and Disclaimer, Limitation of Liability and Effect of Termination shall survive the termination of these Terms of Service. You may not assign these Terms of Service. No waiver shall be effective unless in writing. Neither the course of conduct between parties nor trade practice shall act to modify any provision of these Terms of Service. These Terms of Service shall be governed by and construed in accordance with the laws of the State of New York.

Except for proceedings commenced by BUDDI Health to protect its intellectual property or Confidential Information which may be brought in any court of competent jurisdiction, in the event of a dispute arising under or relating to these Term of Service or the Platforms (each, a “Dispute”), either party may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL. DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the FAA. Any court in the county of New York County, New York may enforce the arbitrator’s award. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the county of New York County, New York. The parties may litigate in court to compel arbitration, to stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. In addition, BUDDI Health may litigate in court to seek injunctive relief.

You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

You consent and agree that your clicking of the “I Accept” button constitutes your electronic signature, acceptance, and agreement under the United States federal E-SIGN legislation and that such electronic signature will meet the requirements of an original signature as if actually signed by you in writing. Further, you agree that no certification authority or other third-party verification is necessary to the enforceability of your signature. At our request, any electronically signed document must be re-executed in original form by you. No party hereto may raise the use of an electronic signature as a defense to the enforcement of these Terms of Service or any amendment or other document executed in compliance with these Terms of Service.