Terms of Service
Autonomous Healthcare Inc. (“AHI,” “we,” “us,” “our”) provides its services for medication inventory management and record keeping to healthcare and dental clinics and facilities through its website located at www.countra.ai and through its mobile application known as Countra (collectively, the “Site”) and related services (collectively, such services, including any new features and applications, along with the Site, are referred to as the “Service(s)”), subject to the following Terms of Service (these “Terms” or “Terms of Service” or “TOS”) and the rest of the Agreement as defined below.
The entire agreement between you (“Customer,” “you,” “your”) and AHI regarding the Services (“Agreement”) consists of these Terms, the Privacy Policy as referenced below, all order schedules (“Order Schedules”) between the parties, and any other documents referenced in these Terms or executed by the parties with respect to the Services. If the terms in any of these documents conflict, the order of precedence in interpreting the documents shall be the order in which the documents are referenced in the preceding sentence. This Agreement supersedes all prior and contemporaneous understandings and agreements, whether oral or written.
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 this Agreement, in which case the term “you” will refer to such entity. If you do not have such authority, or if you do not agree with this Agreement, you must not accept these Terms of Service and are not permitted to use the Services.
1. Modifications to these Terms
We reserve the right to modify these Terms of Service in our discretion from time to time and we will either post the modification on the Site or Service or provide you with email notice of the modification. You should check these Terms of Service periodically for changes.
Any modification shall be effective immediately upon our posting of modified Terms. You indicate your agreement to comply with, and be bound by, any such modification by continuing to use or access the Services after modified Terms are posted. If the modified Terms are not acceptable to you, your sole recourse is to discontinue your use of the Services.
In addition, when using certain services, you will be subject to any additional terms applicable to such services that may be negotiated and added to an Order Schedule with respect to the applicable Service from time to time. All such terms are hereby incorporated by reference into these Terms of Service.
Any different or additional terms of any purchase order or other form provided by Customer to AHI will not have any force or effect.
2. Provision of Services; Software License
Subject to the terms and conditions of this Agreement, during the subscription term set forth in the applicable Order Schedule (“Subscription Term”), AHI will make the Services available to Customer on a non-exclusive basis pursuant to this Agreement, including the applicable Order Schedule. The Services may be accessed only by the number of Customer users (“Authorized Users”) as permitted in the Order Schedule and only for Customer’s internal business use and otherwise subject to any other limitations or restrictions set forth in the Order Schedule (“Authorized Use”).
The Services may include your download of certain software program(s) (the “Software”), and AHI grants Customer a non-exclusive license to (i) install, deploy and use the Software (in object code form only) in Customer’s infrastructure (whether owned by Customer or its third party provider) in the United States, and (ii) make copies of the Software for backup/archival and/or non-production test purposes (provided that all copies retain all notices of proprietary rights included in the original); and provided further that in case of each of (i) and (ii), such rights may be exercised only for the Authorized Use and by the Authorized Users.
In connection with the Services, Customer grants AHI a non-exclusive, worldwide, royalty-free license to access and use the data and information input or otherwise uploaded by Customer for processing by the Services (“Customer Data”) in providing the Services to Customer, including making modifications and other enhancements to the Customer Data (“Enhancements”) and providing Customer Output (as defined below), and in performing support and other services to Customer relating to the Services, for AHI’s research purposes and otherwise exercising its rights under this Agreement, including rights relating to Performance Data (as defined in Section 9 below). As used herein, “Customer Output” means the final output specifically related to Customer that is provided to Customer as a result of the processing of Customer Data of the Software. For the avoidance of doubt, however, “Customer Output” does not include any portion of the Services or Enhancements or other AHI Technology (as defined in Section 9 below), nor does it include the form or format in which data may be displayed after processing by the Services.
3. Restrictions
AHI and its licensors reserve all rights in and to the AHI Technology that are not expressly granted under this Agreement. The rights granted herein are subject to the following restrictions (the “License Restrictions”). Customer will not directly or indirectly:
(a) reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the Services, including any Software;
(b) attempt to probe, scan or test the vulnerability, or breach the security or authentication measures, of the Software or Services without proper authorization or intentionally render any part of the Services unusable, or store or transmit any malicious code;
(c) use or access Services (or, without AHI’s consent, Customer Output) to develop or improve a product, service or technology that is competitive with the Services or other AHI technology or products or services, or engage in competitive analysis or benchmarking with respect to the Services or other AHI technology;
(d) transfer, distribute, resell, lease, license, or assign your right to access or use the Services, including your Software license, or otherwise offer the Services to any third party;
(e) use the Services in a manner that infringes or otherwise violates (or to facilitate any violation of) any third party rights or applicable law or regulation; or
(f) otherwise use the Services outside the Authorized Use.
4. Feedback
Customer may from time to time provide AHI suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to the Services. AHI will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. Customer agrees that AHI will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with AHI’s products and services.
5. Customer Responsibilities
Customer will (i) be responsible for all use of the Services under its account (whether or not authorized), (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and notify AHI promptly of any such unauthorized access or use and (iii) be responsible for obtaining and maintaining any equipment, software and ancillary services needed to connect to, access or otherwise use the Services, including as set forth in the applicable documentation. Customer will be solely responsible for its failure to maintain such equipment, software and services, and AHI will have no liability for such failure (including under any service level agreement, if applicable). In addition, Customer will be responsible for ensuring that its systems have sufficient bandwidth to use the Services.
Customer: (a) is solely responsible for all Customer Data uploaded to the Services or otherwise made available or produced through Customer’s use of the Services; (b) acknowledges that AHI has no control over the content of the Customer Data, including its accuracy, nor is AHI responsible for whether or how Customer can or should use such Customer Data with the Services; and (c) agrees that Customer and/or Authorized User(s) will obtain all necessary consents of third parties to the collection, processing, and use of Customer Data, including any processing by AHI in connection with AHI’s provision of the Services. Customer understands that the technical processing and transmission of the Services, including Customer Data, may involve transmissions over various networks, and changes to conform and adapt to technical requirements of connecting networks or devices, and Customer consents to such transmission and changes and acknowledges that AHI is not responsible for such changes.
These Terms of Service also incorporate by this reference, AHI’s Business Associate Addendum (the “BAA”) to the extent that Protected Health Information (as defined in the BAA) is provided by Customer to AHI in connection with the Services.
6. Support and Service Level Terms
AHI will use commercially reasonable efforts to provide the Services, and support to you with respect to the Services, in accordance with AHI’s Service Level Terms.
7. Certain Rights of AHI
AHI reserves the right to suspend Customer’s or any user’s use of the Services if AHI reasonably believes that Customer or such user poses a security risk or otherwise if required by applicable law. If legally permissible, AHI will use reasonable efforts to notify Customer of any such suspension.
Notwithstanding any other provision of this Agreement, Customer acknowledges that AHI uses third party provider(s) (currently Amazon Web Services, Inc. (AWS) and Google Cloud Platform (GCP), and Google email services) for data center services with respect to the Services (“Host Providers”), and Customer agrees that provisions of this Agreement (including its attachments) relating to confidentiality, privacy, security, service level commitments and the like do not apply to the Host Providers, except and to the extent the applicable Host Provider has otherwise agreed to any such terms.
In addition to the Host Providers, AHI may engage other third parties to provide services to us (“Service Providers”) in connection with various aspects of the Services. In some circumstances, you may be notified that additional or different terms will apply with respect to those aspects of the Services (“Service Provider Terms”). If you use those aspects of the Services, you agree to such Service Provider Terms. If you do not agree with the Service Provider Terms, you may not be able to fully use all aspects of the Services. With respect to Software, Customer acknowledges and agrees that the Software may be distributed alongside certain third party software (“Third Party Software”) that is provided under separate license terms (the "Third Party Terms"), as set forth in more detail via AHI’s Third Party Software Notice file, which is available to you upon request. Use of such Third Party Software in conjunction with the Services in a manner consistent with this Agreement is permitted; however, broader rights may be granted under the applicable Third Party Terms, and nothing in this Agreement is intended to impose further restrictions on use of the Third Party Software. Notwithstanding any other provision of this Agreement, AHI makes no warranties and will have no obligations or liabilities with respect to any Third Party Software.
The Services may include or facilitate integrations with third party sites, applications or services. AHI is not responsible for such sites, applications or services and cannot guarantee your continued and uninterrupted access to, or integration with, them through the Services during the Subscription Term. Customer acknowledges and agrees that its use of such sites, applications and services is subject to the third party’s services terms and privacy and data security policies.
If Customer requests any consulting or other professional services with respect to the Services (“Consulting Services”), then the parties will negotiate in good faith the terms (including fees to be paid by you to AHI) for such services, which will be set forth in an Order Schedule. Neither party will have any obligation with respect to any Consulting Services unless and until set forth in an Order Schedule signed by authorized representatives of both parties. Unless and to the extent otherwise expressly set forth in an Order Schedule, all developments and other work product in connection with Consulting Services will be owned exclusively by AHI (“Work Product”), and any portion of the Work Product provided to Customer as deliverables pursuant to the Order Schedule will be considered part of the Services and/or Software and made available or licensed to Customer pursuant to the Authorized Use under this Agreement.
8. Fees
Customer will pay AHI the fees set forth in the Order Schedule. Except as otherwise specified herein or in any applicable Order Schedule, (a) fees are quoted and payable in United States dollars and (b) payment obligations are non-cancelable and non-pro-ratable for partial months, and fees paid are non-refundable. Without limiting other rights and remedies, AHI may suspend access to the Services, and if applicable Consulting Services, immediately upon notice if Customer fails to pay any amounts hereunder at least five (5) days past the applicable due date.
All amounts payable hereunder are exclusive of any sales, use and other taxes or duties, however designated. You are solely responsible for payment of all taxes, except for those taxes based on the income of AHI. Customer will not withhold any taxes from any amounts due to AHI.
9. Proprietary Rights; Confidentiality
As used herein, “Performance Data” means (a) any analytics or usage-related information from the use, access, performance and operation of the Services, including any statistical or other analysis, information or data based on or derived from any of the foregoing, including results of the Services; and/or (b) any data that is created or derived by AHI or that otherwise results from the processing of Customer Data by the Services, and has been anonymized using technical safeguards and business processes designed to prevent reidentification, such that the anonymized data cannot be reasonably linked to Customer or any particular user. Customer agrees that AHI has the right to aggregate, collect, and analyze Performance Data. AHI shall be free (during and after the term hereof), without the prior review, consent, or approval of Customer, to use, disclose, publish, or otherwise distribute such Performance Data in any manner for its business purposes, including but not limited to, using it to improve AHI’s technology, products, and services, and for producing case studies, scientific publications, peer-reviewed journal articles, white papers, and marketing materials. Any such public disclosure will be made solely in an aggregated and anonymized format that does not identify Customer or any individual and shall be subject in all events to applicable law.
As between the parties, AHI exclusively owns all right, title and interest in and to the Services, including the algorithms, models, techniques, processes, software, content and other information and technology that are part of the Services, including Enhancements and Performance Data, as well as any and all Work Product and the systems, network and infrastructure, that are owned by AHI or licensed from a third party by AHI and used by AHI in connection with this Agreement (collectively, “AHI Technology”) along with AHI’s Confidential Information (as such term is defined below).
As between the parties, Customer exclusively owns all right, title and interest in and to the Customer Data and Customer Output (together, the “Customer Materials”) and Customer’s Confidential Information.
As used herein, “Confidential Information” means any information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. “Confidential Information” will not include any information which (a) is in the public domain through no fault of receiving party; (b) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.
Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the other party’s prior written consent, except as otherwise permitted hereunder. However, either party may disclose Confidential Information (a) to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement; and (b) as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law). Neither party will disclose the terms of any Order Schedule to any third party, except that either party may confidentially disclose such terms to actual or potential lenders, investors or acquirers. Each party agrees to exercise due care in protecting the other party’s Confidential Information from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of this Section or the License Restrictions, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement.
10. Warranties; Disclaimer
AHI warrants that during the Subscription Term it will, consistent with prevailing industry standards and subject to the terms of this Agreement, provide the Services in a professional manner. For breach of the foregoing express warranty, Customer’s sole and exclusive remedy and AHI’s sole and exclusive liability and obligation shall be, upon Customer’s notice of such deficiency, the re-performance of any deficient services or modification or replacement of deficient Software or if neither of the foregoing is reasonably available to AHI, Customer shall be entitled to terminate the applicable Order Schedule upon notice and recover a pro-rata portion of the fees paid to AHI for such deficient Services as applicable to the portion of the Subscription Term after termination.
Customer warrants that it has all rights necessary to provide any information, data or other materials that it provides hereunder, and to permit AHI to use the same as contemplated by this Agreement, and that it will use the Services in compliance with all applicable laws and regulations, including those relating to healthcare, privacy, security, and intellectual property.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, AHI DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. THE SERVICES AND CUSTOMER OUTPUT MAY CONTAIN BUGS AND/OR MAKE ERRORS. AHI DOES NOT REPRESENT OR WARRANT THAT ANY OR ALL DEFECTS WILL BE RESOLVED.
CUSTOMER ACKNOWLEDGES AND AGREES THAT:
(i) THE SERVICES ARE INTENDED ONLY TO ASSIST CUSTOMER IN ITS MEDICATION INVENTORY MANAGEMENT BUT ARE NOT INTENDED TO REPLACE CUSTOMER’S OWN BUSINESS JUDGMENT, AND
(ii) CUSTOMER IS SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS REGARDING MEDICATION INVENTORY MANAGEMENT, INCLUDING THOSE RELATING TO CONTROLLED SUBSTANCES, AND AHI CANNOT AND DOES NOT GUARANTEE ANY SUCH COMPLIANCE THROUGH USE OF THE SERVICES OR OTHERWISE, AND
(iii) CUSTOMER IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER OR NOT TO RELY ON THE CUSTOMER OUTPUT AND OTHER RESULTS OF USE OF THE SERVICES. Customer understands and agrees that Customer must not rely solely on outputs from the Services for critical tasks or decisions or without independently verifying their accuracy, and that Customer is solely responsible for evaluating (including through human review) and determining whether the Customer Output is appropriate for Customer’s circumstances.
No oral or written information or advice given by AHI, its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement.
FROM TIME TO TIME, CUSTOMER MAY HAVE THE OPTION TO PARTICIPATE IN A PROGRAM WITH AHI WHERE CUSTOMER GETS TO USE ALPHA OR BETA PRODUCTS, FEATURES OR DOCUMENTATION (COLLECTIVELY, “BETA PRODUCTS”) OFFERED BY AHI. THE BETA PRODUCTS ARE NOT GENERALLY AVAILABLE AND ARE PROVIDED “AS IS.” AHI DOES NOT PROVIDE ANY INDEMNITIES, SERVICE LEVEL COMMITMENTS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO BETA PRODUCTS. CUSTOMER OR AHI MAY TERMINATE CUSTOMER’S ACCESS TO THE BETA PRODUCTS AT ANY TIME.
11. Limitations of Liability
EXCEPT FOR A PARTY’S BREACH OF ITS OBLIGATIONS PURSUANT TO SECTION 9 (PROPRIETARY RIGHTS; CONFIDENTIALITY) OR CUSTOMER’S BREACH OF THE LICENSE RESTRICTIONS IN SECTION 3, UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER UNDER THIS AGREEMENT FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST CONTENT OR DATA, EVEN IF A REPRESENTATIVE OF SUCH PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) ANY DIRECT DAMAGES, COSTS, OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE ORDER SCHEDULE DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT OR CLAIM, PROVIDED THAT THE FOREGOING SHALL NOT BE CONSTRUED TO LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING ALL ORDER SCHEDULE(s).
The Services are not fault-tolerant and are not designed or intended for use in hazardous environments requiring fail-safe performance, including without limitation, in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, life-support equipment, or any other application in which the failure of the Services could lead to death, personal injury, or severe physical or property damage. Customer agrees that it will not use the Services, and that AHI will not have any liability, in connection with any such activities.
12. Term; Termination
The term of this Agreement will commence on the Effective Date of the initial Order Schedule and continue until terminated as set forth below. The initial term of each Order Schedule will begin on the Order Schedule Effective Date of such Order Schedule and will continue for the Subscription Term set forth therein. Except as set forth in such Order Schedule, the Subscription Term of such Order Schedule will automatically renew for successive renewal terms equal to the length of the initial term of such Order Schedule, unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
Each party may terminate this Agreement upon written notice to the other party if there are no Order Schedules then in effect. Each party may also terminate this Agreement or the applicable Order Schedule upon written notice in the event (a) the other party commits any material breach of this Agreement or the applicable Order Schedule and fails to remedy such breach within thirty (30) days after written notice of such breach or (b) subject to applicable law, upon the other party’s liquidation, commencement of dissolution proceedings or assignment of substantially all its assets for the benefit of creditors, or if the other party become the subject of bankruptcy or similar proceeding that is not dismissed within sixty (60) days.
Upon termination or expiration of this Agreement: (a) all Customer rights and (except as provided below) AHI’s obligations under this Agreement relating to the AHI Product (including any Consulting Services) will immediately terminate; (b) Customer is no longer authorized to access or use the AHI Product or Customer’s account; (c) Customer must destroy any and all copies of the Software and any other AHI Technology in Customer’s possession or under its control; and (d) if applicable, Customer will promptly pay all outstanding amounts owed to AHI. Subject to Customer’s compliance with clause (d) above and provided that AHI did not terminate this Agreement due to Customer’s uncured material breach, AHI will grant Customer limited access to the AHI Product for the sole purpose of permitting Customer to retrieve Customer Materials for a period not to exceed ten calendar days. AHI shall not be liable for any termination of Customer’s access to the AHI Product in accordance with this Agreement or deletion of Customer Materials, provided that AHI is in compliance with the preceding sentence.
Any terms or conditions that by their nature should survive such termination will survive, including the License Restrictions and terms and conditions relating to payment, proprietary rights and confidentiality, disclaimers, indemnification, limitations of liability and termination and the general provisions below.
13. Export Restrictions
Customer may not download, export, or re-export the Software (a) into, or to a national or resident of, any country to which the United States has embargoed goods, or (b) to anyone on the United States Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading the Software or using the Services, Customer is representing and warranting that Customer is not located in, under the control of, or a national or resident of any such country or on any such list.
14. General Terms
Customer may not assign or otherwise transfer this Agreement, in whole or in part, without AHI’s prior written consent, except that Customer may assign this Agreement without such consent to a successor to all or substantially all of its assets or business related to this Agreement. AHI may, in its sole discretion, assign, transfer and/or delegate to third parties any or all of its rights or obligations under this Agreement. If AHI delegates its obligations to any third party, AHI will remain responsible for performance of such obligations under this Agreement. Nothing in this Agreement will in any way constitute any partnership, agency, employment or joint venture between the parties, and neither party will have the authority to obligate or bind the other in any manner. Nothing in this Agreement will give rise or is intended to give rise to any rights of any kind to any third parties. Failure or delay by AHI to enforce any provision of this Agreement will not waive future enforcement of that or any other provision. If any provision of this Agreement is determined to be unenforceable, such provision will be enforced as nearly as possible in accordance with the parties’ stated intention, while the remainder of this Agreement will remain in full force and effect in accordance with their terms. For purposes hereof, “including” means “including without limitation.” This Agreement will be governed by the laws of the State of California, exclusive of its conflicts of laws rules. The United Nations Convention on Contracts for the International Sale of Goods will not govern this Agreement. Neither party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control (“Force Majeure Event”), including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), cyber attacks (e.g., denial of service attacks), or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree.
