Link AI for A‑dec+ Terms of Service

Effective date: July 29, 2026

These Terms of Service are a legally binding contract between You and A-dec regarding Your use of the Service. Capitalized terms used throughout are defined in Section 1 (Definitions). PLEASE READ THE FOLLOWING TERMS CAREFULLY. BY CLICKING "CREATE ACCOUNT" OR OTHERWISE CREATING AN ACCOUNT TO USE THE SERVICE, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. If You are not eligible or do not agree to these Terms, then You do not have permission to use the Service.

When You accept these Terms, You agree to them on Your individual behalf and on behalf of Your Organization. By agreeing to these Terms, You represent and warrant to Us that: (a) You are authorized by Your Organization to agree to the Terms on its behalf; (b) You are of legal age to enter into a binding agreement; (c) You have not previously been suspended or removed from the Service; and (d) Your registration and use of the Service is in compliance with all applicable rules, laws, and regulations.

NO MEDICAL OR LEGAL ADVICE

YOU ACKNOWLEDGE AND AGREE THAT THE SERVICE (INCLUDING BUT NOT LIMITED TO THE OUTPUT AND MATERIALS) ARE NOT A SUBSTITUTE FOR THE PROFESSIONAL JUDGMENT OF A QUALIFIED HEALTHCARE PRACTITIONER IN DIAGNOSING AND TREATING PATIENTS AND YOU WILL USE YOUR OWN PROFESSIONAL JUDGMENT IN RELATION TO THE FOREGOING. THE A-DEC GROUP AND THE SERVICE (INCLUDING BUT NOT LIMITED TO THE OUTPUT AND MATERIALS) DO NOT GIVE MEDICAL ADVICE OR PROVIDE MEDICAL OR DIAGNOSTIC SERVICES. RELIANCE UPON THE SERVICE (INCLUDING BUT NOT LIMITED TO THE OUTPUT AND MATERIALS) BY YOU OR ANY OF YOUR AUTHORIZED USERS WILL BE SOLELY AT YOUR AND THEIR OWN RISK. YOU ACKNOWLEDGE AND AGREE THAT THE A-DEC GROUP IS IN NO WAY RESPONSIBLE FOR THE USE OF ANY PHARMACOLOGICAL, MEDICAL, LEGAL, OR SIMILAR INFORMATION CONTAINED IN, ENTERED INTO, OR USED IN CONNECTION WITH THE SERVICE, AND YOU AND AUTHORIZED USERS, AS APPLICABLE, SHOULD VERIFY THE ACCURACY OF THE INFORMATION AND COMPLETENESS OF SUCH INFORMATION WHENEVER NECESSARY FOR PROVIDING HEALTHCARE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT THE USE OF THE SERVICE (INCLUDING BUT NOT LIMITED TO THE OUTPUT AND MATERIALS) BY YOU AND AUTHORIZED USERS FOR ANY PURPOSE RELATED TO PATIENT CARE SHOULD BE UNDER THE SUPERVISION OF A QUALIFIED HEALTHCARE PRACTITIONER. AS BETWEEN A-DEC AND YOU, YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR YOUR TREATMENT AND CARE OF PATIENTS, INCLUDING ALL RESPONSIBILITY FOR PERSONAL OR PSYCHOLOGICAL INJURY OR DEATH.

1. DEFINITIONS

“A-dec” means A-dec, Inc.

“A-dec Group” means A-dec and its affiliates and subsidiaries and its and their officers, directors, employees, consultants, representatives, licensors, and agents.

“Additional Terms” means all additional terms, policies, rules, or guidelines to the extent applicable to the Service or certain features of the Service that We may post on or link to from these Terms or the Service from time-to-time. Additional Terms are incorporated by this reference into, and made a part of, these Terms.

“Authorized User” means each individual user of the Service permitted to access and use the Service by You or the Organization, including personnel and other organizations and individuals.

“Claim” means any alleged or actual third party (including a governmental authority) claim, demand, allegation, suit, proceeding, dispute, investigation, other cause of action, damages, liabilities, fines, and fees (including reasonable attorney fees).

“Confidential Information” means information disclosed to the Receiving Party by the Disclosing Party under these Terms that is designated by the Disclosing Party as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure.

“Data Protection Requirements” means all applicable data protection and privacy laws and regulations as may be amended or replaced from time to time, as applicable to a party, including but not limited to the California Consumer Privacy Act and California Privacy Rights Act.

“Disclosing Party” means the party that discloses Confidential Information.

“Documentation” means A-dec’s then-current usage guidelines and standard technical documentation for the Service.

“Feedback” means feedback, comments, ideas, or suggestions about the functionality, use, operability, performance, or design of the Service or any A-dec products, including without limitation identifying potential errors or improvements.

“Initial Order” means the order submitted by A-dec, or the authorized A-dec dealer on behalf of A-dec, to You, for a subscription to access and use the Service for the Initial Term.

“Inferences” means patterns and associations learned by the underlying artificial intelligence (AI) models from Inputs.

“Input” means recorded calls, SMS messages, web chat messages, payment details, and data from practice management systems that are linked to the Service.

“Materials” means all visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, videos, content, information, Product Data, User Data, and other elements of, collected by, or made available or provided through the Service.

“Materials” excludes Input, Output, and User Content.

“Open-Source Components” means third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute such components.

“Organization” means the organization (a) that has purchased A-dec products from A-dec or an authorized A-dec dealer; (b) by which you are employed or engaged; and (c) for whose benefit you are using the Service.

“Our” means A-dec, Inc.

“Output” means the information generated and returned by the Input, such as transcripts, call summaries, highlights, summaries of PMS data, reports and graphs, and other derivative information.

“Personal Data” means as defined under Data Protection Requirements.

“Personal Health Information” means as defined in the Health Insurance Portability and Accountability Act (HIPAA).

“Product Data” means data about the use or operation, by Your or Authorized Users, of A-dec products You associate with Your account through the Service. Product Data constitutes Materials owned exclusively by A-dec.

“Receiving Party” means the party that receives Confidential Information.

“Representatives” means Receiving Party’s directors, employees, agents, affiliates, and contractors.

“Service” means the Link AI for A-dec+ software-as-a-service platform and any associated mobile application, as well as the Documentation, any associated APIs, and feature and functionality enhancements.

“Start Date” means the start date identified on the Initial Order.

“Terms” means these Terms of Service and Additional Terms.

“Us” means A-dec, Inc.

“User Data” means data about the use or operation of the Service by You and Authorized Users. User Data constitutes Materials owned exclusively by A-dec (or its third party licensors).

“User Content” means data, documents, materials, information, messages, reviews, text, images, and/or videos that You or Authorized Users uploads to and/or transmits through the Service.

“You” or “Your” means the person using the Service and the Organization on whose behalf the person is using the Service.

“We” means A-dec, Inc.

2. SERVICE TERM AND AUTOMATIC RENEWAL

Your subscription to access and use the Service will begin on the Start Date and continue for the term set forth in the Initial Order (“Initial Term”), unless sooner terminated pursuant to these Terms. Upon expiration of the Initial Term, Your subscription to access and use the Service will automatically renew for successive one-year periods (each a “Renewal Term” and collectively with the Initial Term, the “Term”), unless either party provides the other party with written notice of non-renewal at least 30 days before the expiration of the Initial Term or then-current Renewal Term.

3. EQUIPMENT

You may purchase telephones from one of Our dealers or distributors for use with the Service. The terms and conditions of the dealer or distributor from whom You purchase the phones will govern any such purchases.

4. PRICES AND PAYMENT

(a) Prices. Prices for Your subscription to access and use the Service, to purchase telephones, and for credits for calls, emails, and questions will be described in the invoice provided by the applicable authorized A‑dec dealer or A‑dec as applicable.

(b) Payment and Billing. Payment for the Initial Term will be invoiced by A‑dec, or the applicable A‑dec authorized dealer, and paid by You to A‑dec or the applicable A‑dec authorized dealer, as applicable. Payment for any Renewal Term will be paid by You to A‑dec and must be paid by valid credit or debit card provided within the Service. By providing a valid credit or debit card, You expressly authorize all fees and expenses for the Service to be charged to such payment card, including recurring payments billed on a monthly or annual basis. The supplied credit or debit card will be used for any in-month purchases of credits, or where You have exceeded usage or threshold limits, or any overage charges. Recurring charges are billed in advance annually for Your subscription to access and use the Service, and usage-based and one-time charges are billed monthly in arrears. Credit and debit card payments are subject to the approval of the card issuer, and A‑dec will not be liable in any way if a card issuer refuses to accept a credit or debit card for any reason. You are responsible for any chargeback or similar fees for refused or rejected payments that A‑dec is entitled to charge under these Terms. If the payment card associated with Your account is declined or fails for any reason, A‑dec will send You a notice. A‑dec will have the right to continue attempting to charge Your payment card for outstanding charges and additional fees along with any other rights and remedies available to A‑dec under these Terms, at law or in equity.

Unless otherwise stated at the time of purchase or on the invoice, payment is due in full, without deduction or set-off, within 30 days of the date on the invoice. Any payment not made when due will be subject to a late payment fee equivalent to the lesser of (i) 1.5% per month; or (ii) the highest rate allowed by law. The acceptance by A‑dec of late or partial payments regardless of how they are marked or designated will not waive, limit, or prejudice in any way A‑dec’s rights to collect any amount due. A‑dec will have the right to terminate Your subscription to the Service and these Terms for non-payment if any fees or charges are not paid within 30 days of the due date.

(c) Taxes. All rates, fees, and charges are exclusive of applicable taxes, for which You are solely responsible. Taxes may vary based on jurisdiction. Taxes, access fees, universal service or other recovery fees, or similar charges will be adjusted on the date in which those increases become effective as mandated by competent authority. If any withholding tax is levied on the payments, then You must increase the sums paid to A‑dec so that the amount received by A‑dec after the withholding tax is deducted is the full amount A‑dec would have received if no withholding or deduction had been made.

(d) Billing Disputes. If You reasonably and in good faith dispute any portion of A‑dec’s charges, You must provide written notice to A‑dec within 30 days of the invoice date, identifying the reason for the dispute and the amount being disputed. Your dispute as to any portion of the invoice will not excuse Your obligation to timely pay the undisputed portion of the invoice. Upon resolution, You must pay any unpaid amounts within 30 days. Any amounts that are found to be in error resulting in an overpayment by You will be applied as a billing credit against future charges.

5. PROVISION OF THE SERVICE

(a) General. A‑dec will provide the Service as described in the Documentation. A‑dec will have the right to enhance, replace, and/or change the features of the Service but will not materially reduce the core features, functions, or security of the Service during the Term without Your consent.

(b) Support. You must provide first-tier customer support to Your Authorized Users. A‑dec will make second-tier remote customer support available through helpdesk personnel in accordance with the support terms described in the Documentation. Onsite and implementation services are not included in support.

(c) Moderation. A‑dec is under no obligation to monitor, moderate, edit, or control User Content, Inputs, or Outputs. Nonetheless, A‑dec may at any time and without prior notice, screen, remove, edit, or block any User Content, Input, or Output that in A‑dec’s sole judgment violates these Terms or is otherwise objectionable. If notified that any User Content, Input, or Output allegedly do not conform to these Terms, A‑dec will have the right to investigate the allegation and determine in A‑dec’s sole discretion whether to remove such information, which A‑dec reserves the right to do at any time and without notice.

(d) Subcontracting. A‑dec may engage third parties to perform, provide, or support the performance or provision of all or any portion of the Service.

6. USE OF THE SERVICE

(a) Access. Subject to these Terms and Your ongoing compliance with these Terms, and subject to Your Organizations’ payment of all amounts owed, and solely for business use, (i) You and Authorized Users may access and use the Service solely in object code format on devices that You or Your Authorized Users own or control in accordance with the Documentation; and (ii) A‑dec (or its third party licensors) grants You and Authorized Users a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the mobile application(s) associated with the Service solely in object code format on mobile devices that You own or control in accordance with Documentation.

To access the Service, You must register for an account. When You register for an account, You may be required to provide Us with some information about Yourself, such as Your email address and password. You agree that the profile information You provide to Us is accurate and that You will keep it accurate and up-to-date at all times. You understand and agree that as part of the registration process, We may use this information to verify Your eligibility to access and use the Service. You are solely responsible for maintaining the confidentiality of Your account and password, and You accept responsibility for all activities that occur under Your account. If You have reason to believe that Your account is no longer secure, then You must immediately notify Us at info@linkforadec.com.

(b) System Requirements. You are solely responsible for obtaining, installing, maintaining, and operating all necessary software, hardware, and other equipment to use and access the Service as further described in the Documentation. Your responsibility includes but is not limited to using up-to-date web browsers, antivirus, anti-spyware, and internet security software.

(c) Software Updates. A‑dec may from time-to-time push software updates and patches directly to the Service or mobile device(s) for deployment or installation, and You will not prevent A‑dec from doing so. You must implement promptly all fixes, updates, upgrades and replacements of software and third-party software that may be provided by A‑dec. A‑dec will not be liable for inoperability of the Services due to Your failure to timely implement required changes.

(d) Acceptable Use Policy and Compliance with Laws. You and Your Authorized Users must use the Service in accordance with the Acceptable Use Policy and all applicable rules, laws, and regulations. By using the Service, You agree not to, directly or indirectly, and may not permit any Authorized Users or any other person to violate the Acceptable Use Policy or any applicable rules, laws, or regulations.

(e) Additional Terms. Your and Authorized User access to and use of the Service is subject to Additional Terms and Our informed consent forms, if any.

(f) Third-Party Services and Linked Websites. Websites and services provided by third parties, including those to which the Service may contain a link, are not under Our control, and We are not responsible for any third-party services or content. A‑dec does not endorse any information on linked sites or any associated organization, product, or services, unless We have expressly declared that We endorse a product or service.

(g) Open-Source Software. The Service may include or incorporate Open-Source Components. Although the Service is provided to You subject to these Terms, nothing in these Terms will be deemed to prevent, restrict, or otherwise prevent or restrict You from obtaining such Open-Source Components under the applicable third-party licenses or to limit Your use of such Open-Source Components thereunder.

(h) User Data and Product Data. (i) You grant A‑dec the right to automatically (1) monitor the use, operation, and status of the Service and A‑dec products you associate with Your account through the Service; and (2) collect User Data and Product Data. (ii) A‑dec will have the right to use User Data and Product Data to (1) assist in ensuring compliance with these Terms and as otherwise legally permitted for its business purposes; and (2) to improve and enhance the Service and Materials and develop, offer, and/or provide new products and/or services, provided that the User Data and Product Data have been aggregated, de-identified, and anonymized.

7. ELECTRONIC COMMUNICATIONS

(a) Your Consent. By providing Us with Your contact information and using the Service, You agree to receive e-mail communications, SMS and other text messages, and push notifications (if enabled, which may be disabled by You through mobile device settings) from or on behalf of A‑dec in connection with the Service at the email address and/or telephone number You provide and/or the mobile device(s) on which You installed the mobile application(s) associated with the Service. Such communications may be (i) for informational purposes, such as to provide You with information You requested or respond to questions you have; (ii) to seek Feedback from You regarding the Service; (iii) notifications, alerts, prompts, or reminders relating to software updates, equipment errors, or updates to products, services, or these Terms or Additional Terms; or (iv) billing and payment reminders. You agree that any notices, agreements, disclosures, or other communications that We send to You electronically will satisfy any legal communication requirements, including that those communications be in writing. You can opt out of SMS communications at any time by contacting us at info@linkforadec.com.

(b) Accuracy of Communications. A‑dec may present You with notifications, alerts, prompts with links to additional information, or suggested actions. A‑dec makes no representations or warranties about the accuracy, reliability, completeness, or timeliness of such notifications, alerts, prompts, or suggested actions. You accept that any reliance on such will be at Your own risk. The A‑dec Group disclaims all liability arising from Your use of them or reliance upon them.

(c) Other Consent and Notice. The Service permits You to transmit e-mail communications, SMS and other text messages, and push notifications (if enabled, which may be disabled by You through mobile device settings). Prior to permitting Authorized Users to access and use the Service, You will ensure that You have all necessary and appropriate consents and notices in place to enable You to lawfully send electronic communications, such as but not limited to SMS communications. The A‑dec Group disclaims all liability arising out of or resulting from Your failure to secure such consents and notices or Your failure to honor any valid request to opt out of such communications to the extent required by applicable rule, law, or regulation.

8. USE OF ARTIFICIAL INTELLIGENCE

(a) Overview. The Service automatically processes Inputs using pre-trained, generative AI models to generate and return Outputs. AI features include the following functionality that will vary by the bundle purchased:

(b) Usage. To maintain optimal performance, A‑dec reserves the right to limit AI features usage to 500 minutes per user per month and 100 invocations per user per day.

(c) Accuracy of Output. Outputs are for informational purposes only and may not be fully accurate. You should evaluate use cases and the accuracy of Outputs including by using human review of the Output, in light of any applicable rules, laws, regulations, or guidelines. A‑dec makes no representations or warranties about the accuracy, reliability, or completeness of Outputs. Reliance on Outputs by You or Authorized Users will be at Your and their own risk. The A‑dec Group disclaims all liability arising from use or misuse of Outputs or reliance upon them.

(d) Consent and Notice. Prior to permitting Authorized Users to access and use the Service, You will ensure that You have all necessary and appropriate licenses, consents, and notices in place (i) that permit A‑dec to use AI, including Inputs and Outputs, in the manner contemplated by the Service and these Terms; and (ii) that enable You to lawfully use AI to (1) automatically record phone calls; and (2) collect and process certain information such as but not limited to Personal Data and Personal Health Information. The A‑dec Group disclaims all liability arising out of or resulting from Your failure to secure such licenses, consents, and notices or Your failure to honor any valid request to disenroll from recorded phone calls or AI features to the extent required by applicable rule, law, or regulation.

(e) Your Responsibility. You and Authorized Users are solely responsible for Inputs and Outputs, including for ensuring that they do not and will not (i) violate any applicable rules, laws, or regulations; (ii) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (iii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iv) cause the A‑dec Group to violate any rule, law, or regulation, including but not limited to Data Protection Requirements.

(f) Ownership and Use of Input and Output. Except for Inferences, as between A‑dec (or its third party licensors) and You, You retain Your ownership rights in Input and own all right, title, and interest to the Output. You grant A‑dec a worldwide, non-exclusive, royalty-free, fully paid up, unrestricted right and license (with the right to sublicense) to use, upload, host, store, transfer, transmit, post, display, perform, reproduce, modify, distribute, and otherwise process Inputs and Outputs, in whole or in part, in any media formats and through any media channels now known or hereafter developed as necessary for the provision of the Service and support services offered with the Service, if any, and pursuant to applicable rule, law, or regulation.

(g) Inferences. To the extent permitted by applicable rule, law, or regulation, as between A‑dec (and its third party licensors) and You, A‑dec (or its third party licensors) owns all rights in and to the pre-trained, artificial intelligence models associated with the AI features and Inferences. To the extent any rights in the Inferences vest with You, You hereby assign all right, title, and interest in and to the Inferences to A‑dec (or its third party licensors). A‑dec will have the right to use Inferences to learn about data trends, usage trends, and help make informed decisions about future features.

(h) Other Use of Input and Output. A‑dec will have the right to use Input and Output to improve and enhance the Service and Materials and/or develop, offer, and/or provide new products and/or services, provided that the Input and Output have been aggregated, de-identified, and anonymized.

9. USER CONTENT

(a) Your Responsibility. Certain features of the Service may permit You or Authorized Users to upload or submit User Content to or store User Content on the Service and to publish or deliver these on or through the Service. You and Authorized Users are solely responsible for User Content. You will ensure that (i) You are the creator and owner of User Content, or have the necessary and appropriate licenses, consents and notices in place that permit A‑dec to use User Content in the manner contemplated by the Service and these Terms; and (ii) User Content does not and will not (1) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (2) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (3) cause the A‑dec Group to violate any rule, law, or regulation, including but not limited to Data Protection Requirements.

(b) Ownership and Use of User Content. As between A‑dec (or its licensors) and You, You retain any copyrights, moral rights, and any other proprietary rights held in the User Content that is posted to the Service. You grant A‑dec a worldwide, non-exclusive, royalty-free, fully paid up, unrestricted right and license (with the right to sublicense) to use, upload, host, store, transfer, transmit, post, display, perform, reproduce, modify, distribute, and otherwise process Your User Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed as necessary for the provision of the Service and support services offered with the Service, if any, and pursuant to applicable rule, law, or regulation.

(b) Other Use of User Content. A‑dec will have the right to use User Content to improve and enhance the Service and Materials and/or develop, offer, and/or provide new products and/or services, provided that the User Content has been aggregated, de-identified, and anonymized.

10. CONFIDENTIALITY

(a) Obligations. (i) During the Term, the Receiving Party (1) will protect the confidentiality of the Confidential Information using the same degree of care it uses for its own information of like importance (but not less than reasonable care); (2) will not disclose Confidential Information with third parties except as expressly permitted under these Terms or with the Disclosing Party’s prior written consent; and (3) will only use Confidential Information to fulfill its obligations and exercise its rights under these Terms. (ii) The Receiving Party may disclose Confidential Information to its Representatives having a legitimate need to know (including, for A‑dec, its subcontractors), provided (1) the Representatives are subject to confidentiality obligations no less protective than those in this Section 10 (Confidentiality); and (2) the Receiving Party is responsible for any breach of this Section 10 (Confidentiality) by the acts or omissions of its Representatives.

(b) Exclusions. The foregoing confidentiality obligations do not apply to information that the Receiving Party can document (i) is or becomes public knowledge through no fault of the receiving party or its Representatives; (ii) it rightfully knew or possessed on a non-confidential basis prior to receipt under these Terms; (iii) it rightfully received from a third party without obligation of confidentiality; or (iv) it independently developed without using the Confidential Information.

(c) Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which remedies at law (e.g., monetary damages) alone are an insufficient remedy. In the event of such actual or threatened breach by the Receiving Party, the Disclosing Party may seek injunctive relief, in addition to other available rights and remedies, for breach or threatened breach of this Section 10 (Confidentiality), without proof of actual damages or the requirement of posting a bond or other security.

(d) Required Disclosures. Nothing in these Terms prohibits disclosures by the Receiving Party if required by applicable law or government or court order, provided (if permitted by applicable law) it promptly notifies the Disclosing Party in advance and reasonably cooperates in any effort by the Disclosing Party to obtain confidential treatment. Confidential Information so disclosed will continue to be otherwise considered confidential under these Terms.

(e) Destruction. Upon termination or expiration of these Terms, the Receiving Party will promptly delete, destroy or, at the Disclosing Party’s request, return to the Disclosing Party, all Disclosing Party’s Confidential Information in its possession, including deleting or rendering unusable all electronic files and data that contain Confidential Information, and upon request will provide the Disclosing Party with certification of compliance with this subsection.

11. DATA PROTECTION

(a) General. Each party will comply with all applicable Data Protection Requirements. This Section 11 (Data Protection) is in addition to, and does not relieve, remove, or replace, a party's obligations or rights under the applicable Data Protection Requirements. The parties acknowledge that when performing its obligations under these Terms, A‑dec processes Personal Data on Your behalf, except for registration information and User Data, for which A‑dec acts as responsible party.

(b) Consent and Notice. You will ensure that You have all necessary and appropriate consents and notices in place to enable (i) lawful transfer of the Personal Data to A‑dec (and its subcontractors) for the duration and purposes of these Terms; and (ii) A‑dec (and its subcontractors) to lawfully use, process, and transfer the Personal Data in accordance with these Terms, including on Your behalf.

(b) Data Processing Addendum. If the processing of Your Personal Data is subject to U.S. Data Protection Requirements, then a copy of the U.S. Data Processing Addendum that will apply to the processing of such Personal Data can be provided on Your request.

(c) Business Associate Agreement. If the processing of Your Personal Health Information is subject to HIPAA, then a copy of the Business Associate Agreement that will apply to the processing of such Personal Health Information can be provided on Your request.

12. TERMINATION

(a) Termination for Cause. (i) Either party may terminate Your subscription and these Terms by giving written notice to the other party if the other party: (1) breaches any material term of these Terms and fails to cure such breach within 30 days after receipt of such notice; (2) at the written recommendation of a government or regulatory agency following a change in either applicable rule, law, or regulation or the Service; or (3) seeks protection under insolvency or comparable proceeding, or if such proceedings are instituted against the other party and not dismissed within 60 days. (ii) A‑dec will have the right to terminate Your subscription and these Terms as otherwise provided in these Terms.

(b) Effect of Termination. (i) If You terminate Your subscription to the Service due to the material breach of A‑dec, You will not be liable for any fees or charges for the Service for any period subsequent to the effective date of such termination (except those arising from continued usage before the Service is disconnected), and A‑dec will provide You a pro-rata refund of any prepaid and unused fees or charges paid by You for the terminated subscription to the Service. (ii) If Your subscription to the Service is terminated for any reason other than as a result of a material breach by A‑dec or as set forth in Section 12(a)(i)(2), then You must, to the extent permitted by applicable law and without limiting any other right or remedy of A‑dec, pay within 30 days of such termination all amounts that have accrued prior to such termination, as well as all sums remaining unpaid for the Service for the remainder of the then-current Initial Term or Renewal Term, as applicable, plus related taxes and fees.

(c) Cancellation. You may, at any time on at least 30 days’ notice to Us, cancel Your subscription to the Service without cause. If You cancel Your subscription under this Section 12(c), We will provide You with a refund in accordance with the table below:

(d) Survival. These Sections survive expiration or termination of these Terms: 1 (Definitions), 4 (Prices and Payment), 8 (Use of Artificial Intelligence), 9 (User Content), 10 (Confidentiality), 11 (Data Protection), 12(b) (Effect of Termination), 12(d) (Survival), 13 (Intellectual Property), 14 (Indemnification), 15(d) Disclaimers, 16 (Limitation of Liability), 17 (Dispute Resolution), 18 (Miscellaneous), and any other term or provision in these Terms that applies to events occurring following termination or expiration. Except where an exclusive remedy is provided, exercising a remedy under these Terms, including termination, does not limit other remedies a party may have.

13. INTELLECTUAL PROPERTY

(a) Service and Materials. The Service and Materials are protected by intellectual property (whether unregistered or registered or pending application for registration in any jurisdiction) and other laws and are the property of A‑dec (or its third party licensors). Except as expressly permitted by these Terms, You may not make use of the Materials, and A‑dec reserves all rights to the Materials not granted expressly in these Terms. Nothing in these Terms is intended to transfer any intellectual property rights to You. You further undertake and agree not to assert any rights of title of intellectual property rights whether in law or equity in any jurisdiction.

(b) Feedback. If You choose to provide Feedback, then such Feedback constitutes Materials owned exclusively by A‑dec (or its third party licensors). To the extent You or Your Organization own any rights in and to the Feedback, then You and Your Organization hereby assign to A‑dec all right (including intellectual property rights), title, and interest in and to the Feedback and will perform all acts reasonably requested by A‑dec to perfect and enforce such rights. A‑dec is not required to use any Feedback. Feedback is the Confidential Information of A‑dec.

14. INDEMNIFICATION

To the fullest extent permitted by applicable law, You will defend, indemnify, and hold harmless any and all of the A‑dec Group from and against any and all damages, liabilities, losses, fines, awards, penalties, obligations, judgments, and costs and expenses (including reasonable attorney fees) related to a Claim relating to or arising out of, in whole or in part, (a) Your and Authorized Users’ access to, use of, or alleged use of, the Service; (b) Your breach of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable rule, law, or regulation; (c) Your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (d) any dispute or issue between You and any third party; (e) fraud, intentional misconduct, criminal acts, or negligence committed by You; or (f) any and all allegations made by Your personnel, affiliates, subcontractors, and/or Authorized Users against Us in connection with the Service. To the fullest extent permitted by applicable law, We reserve the right, at Our own expense, to assume the exclusive defense and control of any Claim otherwise subject to indemnification by You (without limiting Your indemnification obligations with respect to that Claim), and in that case, You agree to cooperate with Our defense of that Claim.

15. WARRANTY

(a) Limited Warranty. Subject to these Terms and any mandatory laws to the contrary, A‑dec warrants that for a period of 90 days from the Start Date, the Service will perform materially as described in the Documentation.

(b) Limited Warranty Procedure and Remedy. (i) If the Service fails to conform to the foregoing limited warranty during the 90-day period, then You may make a reasonably detailed warranty claim within 30 days of discovering the non-conformity. For any such claims reported by You within such period that A‑dec determines in its sole discretion is valid, A‑dec will correct such non-conformity by issuing corrected instructions, a restriction, or a bypass, at the sole option of A‑dec. Subject to any mandatory laws to the contrary, these procedures and remedies are Your exclusive remedy, and the entire liability of A‑dec (and its third party licensors), for the failure of the Service to conform to the limited warranty. (ii) The foregoing limited warranty does not apply to non-conformities caused by (1) misuse, modification, unauthorized use of the Service, or Your breach of these Terms; or (2) factors outside the reasonable control of A‑dec (or its subcontractors).

(c) Disclaimers. EXCEPT AS EXRESSLY SET FORTH IN THESE TERMS AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE (INCLUDING BUT NOT LIMITED TO THE OUTPUT AND MATERIALS) IS PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE A‑DEC GROUP DISCLAIMS, AND YOU HEREBY EXPRESSLY WAIVE, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, RELATING TO THE SERVICE (INCLUDING BUT NOT LIMITED TO THE OUTPUT AND MATERIALS): (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; (II) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE; AND (III) ANY WARRANTY AS TO WHETHER THE OUTPUT, MATERIALS, OR OTHER INFORMATION AVAILABLE THROUGH OR TRANSMITTED BY THE SERVICE ARE TRUE, COMPLETE, OR ACCURATE OR APPROPRIATE FOR USE IN LOCATIONS OUTSIDE THE UNITED STATES. THE A‑DEC GROUP DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE (INCLUDING BUT NOT LIMITED TO THE OUTPUT AND MATERIALS) WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

16. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ANY OF THE A‑DEC GROUP BE LIABLE TO YOU (OR ANY AFFILIATES, SUBSIDIARIES, EMPLOYEES, OR AUTHORIZED USERS) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES INCLUDING DAMAGES FOR INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, LOST DATA, REVENUES, OR PROFITS, GOODWILL, REPUTATION, OR ANY OTHER INTANGIBLE LOSS ARISING OUT OF OR RELATING TO THESE TERMS AND THE SERVICE (INCLUDING BUT NOT LIMITED TO THE OUTPUT AND MATERIALS) WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY MEMBER OF THE A‑DEC GROUP HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE. THE AGGREGATE LIABILITY OF THE A‑DEC GROUP TO YOU (AND ALL AFFILIATES, SUBSIDIARIES, EMPLOYEES, AND AUTHORIZED USERS) ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE (INCLUDING BUT NOT LIMITED TO THE OUTPUT AND MATERIALS) WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO A‑DEC DURING THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

TO THE FULLEXT EXTENT PERMITTED BY APPLICABLE LAW, YOU ASSUME ALL RISK FOR ANY HARM OR DAMAGE THAT MAY RESULT TO YOU OR THIRD PARTIES FROM YOUR USE OF OR ACCESS TO THE SERVICE (INCLUDING BUT NOT LIMITED TO THE OUTPUT AND MATERIALS).

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISK BETWEEN THE PARTIES UNDER THESE TERMS AND WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THIS ALLOCATION 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.

17. DISPUTE RESOLUTION

(a) Good Faith Settlement. In the event of any dispute, claim, demand, or other controversy arising out of or relating to these Terms or the Service (including but not limited to the Output and Materials), each party agrees to first attempt to resolve the matter through good faith negotiations. The complaining party will provide written notice to the other party describing the nature of the controversy and the relief sought. The parties will use reasonable efforts to resolve the dispute through discussions between executive-level representatives within 30 days of such notice. If the dispute is not resolved within that period, either party may pursue formal dispute resolution in accordance with the provisions set forth below. Nothing in this section will prevent either party from seeking injunctive relief or equitable remedies in a court of competent jurisdiction if necessary to prevent immediate and irreparable harm.

(b) Governing Law and Venue. These Terms and Your access to and use of the Service (including but not limited to the Output and Materials) are governed by the laws of the State of Oregon without regard to conflict of laws principles. If a lawsuit, court proceeding, or other proceeding pertaining to a controversy is permitted under these Terms, then You and A‑dec agree to submit to the exclusive jurisdiction of the state and federal courts located within Multnomah County, Oregon, for the purpose of litigating any such lawsuit or proceeding, and You hereby consent to the personal jurisdiction and venue thereof.

(c) Time Limitations. To the fullest extent permitted by applicable law, no dispute, claim demand, or other controversy relating to or arising out of these Terms or the Service (including but not limited to the Output and Materials) will be brought by You more than one year after the accrual of such controversy. This period will not be extended for any reason, except by the written consent of A‑dec. All statutes or provisions of law which would toll or otherwise affect the running of the period of limitation are hereby waived and no such statute or provision of law will operate to extend the period limited in this paragraph, to the fullest extent permitted by applicable law.

(d) No Class Actions. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT ANY DISPUTE, CLAIM, DEMAND, OR OTHER CONTROVERSY RELATING TO OR ARISING OUT OF THESE TERMS AND THE SERVICE (INCLUDING BUT NOT LIMITED TO THE OUTPUT AND MATERIALS) WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. NEITHER PARTY WILL BRING OR PARTICIPATE IN ANY CLASS OR REPRESENTATIVE ACTION AGAINST THE OTHER AND A COURT WILL NOT HAVE THE AUTHORITY TO CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED.

18. MISCELLANEOUS

(a) Assignment. A-dec may assign these Terms upon notice to You. You cannot assign or transfer these Terms (by operation of law or otherwise) without the prior written consent of A-dec. Any non-permitted assignment is void. These Terms will bind and inure to the benefit of each party’s permitted successors and assigns.

(b) Amendments. A-dec will have the right to amend these Terms from time to time with written notice to You. Such amendments will take effect upon the next renewal of Your subscription, if any, unless A-dec indicates an earlier effective date. If A-dec requires amendments with an earlier effective date and You object in writing, then A-dec may permit such amendments to take effect upon the next renewal; provided, however, if A-dec declines to permit such later effective date, Your exclusive remedy is to terminate Your subscription and these Terms with written notice to A-dec, in which case A-dec will provide You a refund of any applicable pre-paid fees for the terminated portion of the then-current Initial Term or Renewal Term, as applicable. To exercise this termination right, You must notify A-dec in writing of Your objections within 30 days after A-dec’s notice of the amendment(s). Once the amended Terms take effect, Your continued use of the Service constitutes Your acceptance of the amendments. Notwithstanding the foregoing, A-dec will have the right to modify Documentation upon written notice to You to reflect new features or changing practices, provided that the modifications will not materially decrease A-dec’s overall obligations.

(c) Waiver and Severability. No waiver of any provision or breach of these Terms (i) will be effective unless made in writing; or (ii) will operate as or be construed to be a continuing waiver of such provision or breach. In the event any portion of these Terms is held to be invalid or unenforceable, such portion will be construed as nearly as possible to reflect the original intent of the parties, or if such construction cannot be made, such provision or portion thereof will be severable from these Terms, provided that the invalidity, illegality, or unenforceability in whole or in part of any provision does not affect the validity of other provisions.

(d) Force Majeure. Neither party will be liable for any default, delay, or non-performance of its obligations under these Terms (except for payment obligations) due to causes beyond its reasonable control, including, without limitation, strikes, blockades, war, terrorism, riot, internet or utility failures, governmental orders or actions, national or regional emergency, pandemics, or natural disasters, provided that such party promptly notifies the other in writing of such occurrence and uses commercially reasonable efforts to resume performance of its affected obligations as soon as feasible. Delays or failures that are excused as provided in this Section 18(d) will result in automatic extensions of dates for performance for a period of time equal to the duration of the events excusing such delay or failure.

(e) Notices. Any notice or other communication given by either party to the other regarding these Terms will be deemed given and served when delivered personally or delivered by a reputable commercial carrier (e.g. UPS, FedEx, etc.) with written verification of receipt provided that the notice has been delivered to the party at the notice address described in this Section 18(e). Notice will be deemed effective upon written confirmation of delivery or written refused delivery attempt. Either party may change its notice address by written notice to the other. Your notice address will be the address appearing on the Initial Order. A-dec's notice address will be: A-dec, Inc., Attn: General Counsel, 2601 Crestview Dr, Newberg, OR 97132, USA. A-dec will have the right to send operational notices to You by email or through the Service, including without limitation modifications of these Terms or Documentation, suspension, collection, and termination notices related to overdue fees.

(f) Export Control. You acknowledge that the Service is subject to export restrictions by the U.S. government and import restrictions by certain foreign governments. You will not, and will not allow any third party to, remove or export from the U.S. or allow the export or re-export of any part of the Service or any direct product thereof: (i) into (or to a national or resident of) any embargoed or terrorist-supporting country; (ii) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals; (iii) to any country to which such export or re-export is restricted or prohibited, or as to which the U.S. government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (iv) otherwise in violation of any export or import restrictions or rules, laws, or regulations of any U.S. or foreign agency or authority. You warrant that You are not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list.

(g) Publicity. You agree that (i) A-dec may issue a press release in the form approved by the parties regarding the parties' entry into these Terms; and (ii) A-dec may identify Your Organization (including through use of its name and logo) as A-dec’s customer, including on A-dec’s website, and may include Your Organization in its customer list and marketing materials, but will cease this use upon Your written request.

(h) Headings; Language. The headings in these Terms have been inserted for convenience only and will have no substantive effect. The language of all parts of these Terms will in all cases be considered as a whole, according to its fair meaning, and not strictly for or against any of the parties. The parties hereby acknowledge and agree that the language of these Terms will be considered jointly drafted.

(i) No Third-Party Beneficiaries. Except as may be expressly stated in these Terms, there are no third-party beneficiaries under these Terms.

(j) Independent Contractors. Each party is an independent contractor of, and is not an employee, agent, fiduciary, or authorized representative of, the other party.

(k) Entire Agreement. These Terms set forth the entire understanding between the parties in connection with its subject matter, and supersede all prior or contemporaneous proposals, communications, agreements, negotiations, and representations, whether written or oral, regarding the subject matter thereof. Any additional, contrary, and/or pre-printed terms or conditions appearing on Your acceptance, orders, or associated purchase documentation are hereby rejected and will be of no effect.

(l) Signatures. A signature, digital signature, or electronic signature delivered through other means (e.g., email) will have the same force and effect as an original ink signature.