Terms of Service

01Definitions and Agreement Structure

1.1Customer

“Customer” means the business, healthcare practice, or other organization purchasing, receiving, or using the Services. When an individual accesses the Services on Customer’s behalf, “you” includes both that individual and Customer.

1.2Authorized User

“Authorized User” means an employee, contractor, advisor, or other individual whom Customer authorizes to access the Services under Customer’s account.

1.3Customer Data

“Customer Data” means non-PHI information, content, records, files, instructions, prompts, and other data that Customer or its Authorized Users submit to the Services or authorize Telos to obtain from a Connected Service. Customer Data may include financial, accounting, staffing, payroll, aggregate scheduling, revenue-cycle, payer-mix, referral-total, capacity, utilization, and other practice-operational information.

Customer Data does not include Aggregated Data, Service Data, or Telos Materials, each as described below.

1.4Output

“Output” means any analysis, forecast, score, alert, recommendation, task, summary, draft, report, response, explanation, or other content generated or presented by the Services based on Customer Data, instructions, assumptions, models, or other information.

1.5Order Form

“Order Form” means an order, subscription page, statement of work, proposal, online checkout page, or other ordering document accepted by Customer and Telos that identifies the Services, fees, subscription term, usage limits, or other commercial terms.

1.6Services

“Services” means the Telos websites, platform, applications, AI agents, analytics, recommendations, integrations, documentation, support, implementation services, and related offerings provided by Telos.

1.7PHI and HIPAA

“PHI” means protected health information as defined by the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, as amended (“HIPAA”).

1.8The Agreement

These Terms, each applicable Order Form, any data processing addendum (“DPA”), and any other document expressly incorporated into them constitute the “Agreement.”

If the documents conflict:

1. A DPA controls with respect to the processing of personal data within its scope.
2. An Order Form controls with respect to the particular Services, fees, subscription term, and other commercial terms covered by that Order Form.
3. These Terms control in all other respects.

Terms appearing in a Customer purchase order, procurement portal, email, or similar document do not modify the Agreement unless Telos expressly agrees to them in a writing signed by an authorized Telos representative.

02Business Use, Eligibility, and Authority

The paid Services are offered for business and professional use, not personal, household, or consumer use.

Each Authorized User must be at least 18 years old. The Services are not offered directly to patients or children. Customer must not submit information about identified or identifiable patients, including minors.

If you use the Services on behalf of an organization, you represent and warrant that:

1. You have authority to bind that organization to the Agreement.
2. The organization is legally permitted to use the Services.
3. All information supplied during registration or contracting is accurate.
4. You will use the Services only for lawful business purposes.

Customer is responsible for determining whether its use of the Services is appropriate under the laws, professional obligations, payer rules, contracts, and regulatory requirements applicable to Customer.

03Accounts and Authorized Users

Customer must provide accurate and current account information and keep that information updated.

Customer is responsible for:

1. Designating and managing account administrators.
2. Approving, modifying, and revoking Authorized User access.
3. Maintaining appropriate role-based permissions.
4. Protecting account credentials, devices, authentication methods, and connected systems.
5. All activity occurring through Customer’s account, except to the extent caused by Telos’s breach of the Agreement.
6. Promptly disabling access for individuals who no longer require it.

Authorized Users may not share login credentials. Customer must promptly notify Telos at security@telosoms.com if it suspects unauthorized access, credential compromise, or other misuse of its account.

Telos may require multifactor authentication or other security controls as a condition of accessing particular features.

04Right to Use the Services

Subject to Customer’s compliance with the Agreement and payment of applicable fees, Telos grants Customer a limited, nonexclusive, nontransferable, non-sublicensable right during the applicable subscription term to permit its Authorized Users to access and use the Services for Customer’s internal business operations.

Customer may permit its contractors and professional advisors to use the Services on its behalf, provided that they are bound by confidentiality and use restrictions at least as protective as the Agreement. Customer remains responsible for their acts and omissions.

No right is granted except as expressly stated in the Agreement.

05Acceptable Use and Restrictions

Customer and its Authorized Users may not:

1. Use the Services in violation of law, regulation, professional obligations, payer requirements, or another person’s rights.
2. Access or use the Services for the benefit of an unauthorized third party, operate a service bureau, resell the Services, or commercially exploit the Services without Telos’s written authorization.
3. Copy, modify, translate, reverse engineer, decompile, disassemble, or attempt to discover the source code, model parameters, prompts, algorithms, underlying structure, or nonpublic components of the Services, except where a restriction is prohibited by law.
4. Use automated means to scrape, crawl, extract, or index the Services except through an interface expressly provided or approved by Telos.
5. Conduct penetration testing, vulnerability scanning, load testing, or other security testing without Telos’s prior written permission.
6. Bypass or interfere with security, authentication, access, usage, or technical restrictions.
7. Upload malware, harmful code, unlawfully obtained data, or material that infringes intellectual-property, privacy, confidentiality, or other rights.
8. Use the Services to build, train, benchmark, or improve a competing product or generalized AI model.
9. Submit PHI, patient-identifying information, or individual-level consumer health data through any account, integration, upload, prompt, support request, email, public website form, or other channel.
10. Use the Services as an emergency-response system or to monitor time-sensitive patient conditions.
11. Use Output as the sole basis for a diagnosis, treatment decision, adverse employment decision, insurance determination, reimbursement decision, or other decision materially affecting an individual’s health, employment, compensation, benefits, access to services, or legal rights.
12. Misrepresent Output as having been independently prepared, audited, certified, or approved by a licensed professional or governmental authority.
13. Use the Services in a discriminatory, deceptive, abusive, or harmful manner.

Telos may investigate suspected violations and take reasonable measures to protect the Services, its customers, and third parties.

06Operation and Modification of the Services

Telos may update, improve, modify, or replace features as the Services evolve. Telos will not materially reduce the core functionality of a paid Service during an existing fixed subscription term without providing a substantially equivalent alternative or allowing Customer to terminate the affected Service and receive a prorated refund of prepaid, unused fees.

Telos may perform scheduled or emergency maintenance. Temporary interruptions may occur because of maintenance, security events, internet or hosting failures, third-party system failures, or circumstances beyond Telos’s reasonable control.

Unless an Order Form expressly includes a service-level agreement, Telos does not guarantee any particular availability percentage, response time, resolution time, data-refresh interval, or uninterrupted access.

Support is provided through the channels and during the hours specified by Telos or in the applicable Order Form.

07Customer Data

7.1Customer Ownership

As between Customer and Telos, Customer retains all right, title, and interest in Customer Data.

7.2Permission to Process Customer Data

Customer grants Telos and its authorized subprocessors a nonexclusive, worldwide license during the term of the Agreement to host, copy, transmit, organize, transform, reconcile, analyze, display, and otherwise process Customer Data only as reasonably necessary to:

1. Provide and operate the Services.
2. Generate Output requested by Customer.
3. Maintain, secure, monitor, and support the Services.
4. Prevent fraud, abuse, or security threats.
5. Comply with law and enforce the Agreement.
6. Perform other activities authorized by Customer, the Privacy Policy, or a DPA.

This permission is subject to the restrictions in any applicable DPA.

7.3Customer Responsibilities for Data

Customer represents and warrants that:

1. Customer has all rights, permissions, authorizations, and lawful bases necessary to provide Customer Data to Telos and direct Telos to process it.
2. Customer has provided all required privacy notices and obtained all required consents or authorizations.
3. Customer Data and Customer’s instructions do not violate law or third-party rights.
4. Customer will limit Customer Data to information reasonably necessary for the Services.
5. Customer will configure access in accordance with the minimum-necessary principle where applicable.
6. Customer will not submit PHI, patient-identifying information, individual-level consumer health data, or other sensitive information through the Services or any public website form, ordinary support email, or other Telos channel.

Customer is responsible for the legality, accuracy, completeness, quality, and integrity of Customer Data.

7.4Source Records and Backups

The Services do not replace Customer’s accounting system, bank records, payroll system, practice-management system, electronic health record, billing platform, scheduling platform, claims system, personnel files, or other authoritative source records.

Customer must retain appropriate copies and backups of its original records and verify material information against its source systems.

7.5No Sale of Customer Data

Telos will not sell Customer Data.

7.6Model Training

Unless Customer expressly authorizes otherwise in writing, Telos will not:

1. Use identifiable Customer Data to train a generalized AI model made available to other customers; or
2. Authorize a third-party AI model provider to use identifiable Customer Data to train such a generalized model.

This restriction does not prevent Telos from using Customer Data within Customer’s account to provide, configure, personalize, or improve the Services for Customer, or from using properly de-identified and aggregated information as permitted below.

7.7Aggregated Data

Telos may generate statistics, benchmarks, patterns, and other information derived from use of the Services that has been aggregated and de-identified so that it does not reasonably identify Customer, an Authorized User, or another individual (“Aggregated Data”).

Telos may use Aggregated Data for analytics, security, research, benchmarking, product development, service improvement, and other lawful business purposes. Telos will not attempt to re-identify Aggregated Data.

7.8Service Data

Telos may collect technical logs, usage metrics, device information, performance data, and other operational information concerning use of the Services (“Service Data”) as described in the Privacy Policy.

Telos may use Service Data to operate, secure, support, measure, and improve the Services. Service Data does not include identifiable Customer Data except to the extent reasonably necessary for those purposes and permitted by the Agreement.

08Connected Services and Data Sources

The Services may allow Customer to connect accounting, banking, payroll, aggregate scheduling, practice-management, billing, payer, communications, or other third-party products and services that are configured to exclude PHI and patient-identifying information (“Connected Services”).

By enabling a connection, Customer authorizes Telos and its applicable integration providers to access, retrieve, transmit, and process information from the Connected Service as directed by Customer.

Customer is responsible for:

1. Having a valid account and authority to connect the Connected Service.
2. Complying with the Connected Service’s terms and policies.
3. Maintaining appropriate permissions and credentials.
4. Any third-party fees.
5. Determining which data Telos is permitted to access.

Connected Services are not controlled by Telos. Their availability, security, APIs, data formats, permissions, and terms may change without notice. Telos is not responsible for a Connected Service’s acts, omissions, outages, security practices, or data accuracy.

Data obtained from Connected Services may be delayed, incomplete, duplicated, mislabeled, or inconsistent. If Output conflicts with an authoritative source system, Customer must rely on and reconcile against the authoritative source.

Unless expressly stated in an Order Form, Telos does not hold Customer funds, maintain financial accounts, submit insurance claims, make payroll payments, execute financial transactions, or move money on Customer’s behalf.

09AI-Generated Analysis, Recommendations, and Output

9.1Decision Support

Telos is a business decision-support platform. It may use AI, statistical analysis, deterministic calculations, heuristics, assumptions, and other automated methods to organize information and generate Output.

Output may depend on source-data quality, synchronization timing, categorization, assumptions, historical patterns, and information supplied by Customer. It may be incomplete, inaccurate, outdated, nonexclusive, or unsuitable for a particular purpose.

Customer must independently review and validate material Output before relying on or acting upon it.

9.2No Professional or Fiduciary Relationship

Telos is not a medical provider, accountant, accounting firm, auditor, tax advisor, investment advisor, fiduciary, attorney, insurance company, claims clearinghouse, payroll provider, staffing agency, employment-law advisor, or licensed financial professional.

Descriptions such as “CFO on-demand” or similar language describe the intended functionality and user experience of the software. They do not mean that Telos is providing licensed accounting, financial, fiduciary, tax, legal, investment, clinical, or other professional services.

Use of the Services does not create a professional-client, clinician-patient, fiduciary, employment, partnership, or agency relationship between Telos and Customer, any Authorized User, or any patient.

9.3No Clinical Use or Emergency Use

The Services are designed to support practice operations. They are not intended to:

1. Diagnose, prevent, monitor, predict, treat, or cure a disease or condition.
2. Determine or recommend an individual patient’s treatment.
3. Replace clinical judgment.
4. Monitor emergencies or time-sensitive patient conditions.
5. Contact emergency services.

Customer and its licensed professionals remain solely responsible for patient care, clinical decisions, professional standards, informed consent, licensure, supervision, and compliance with applicable healthcare laws.

9.4Human Review of Material Decisions

Customer may not use Output as the sole basis for a material decision concerning:

1. Patient diagnosis, treatment, discharge, or access to care.
2. Employee or applicant hiring, termination, promotion, compensation, scheduling, benefits, discipline, or accommodation.
3. Insurance eligibility, coverage, claims, coding, billing, or reimbursement.
4. Credit, financing, legal rights, or other consequential matters.

Customer must use qualified personnel to review relevant source information, consider applicable legal and professional requirements, identify possible bias or error, and make the final decision.

9.5Business Forecasts and Results

Forecasts, projections, health scores, alerts, recommendations, estimated returns, expected revenue, expected profit, collection estimates, reimbursement estimates, capacity assumptions, patient-volume estimates, hiring analyses, and similar Output are estimates—not guarantees.

Telos does not warrant that use of the Services will produce any particular:

• Profitability or margin;
• Revenue, collection, reimbursement, or cash-flow improvement;
• Increase in patient volume or filled appointments;
• Reduction in cancellations or outstanding receivables;
• Hiring, staffing, payer, or investment outcome; or
• Return on investment.

Customer is solely responsible for deciding whether and how to act on Output.

9.6Examples and Demonstrations

Sample conversations, case studies, demonstrations, benchmarks, hypothetical scenarios, and example financial outcomes shown on the Telos website or in sales materials are illustrative.

They may be based on hypothetical, anonymized, selected, or simplified information and are not representations that Customer will obtain the same or similar results.

9.7Actions and Drafts

Some features may draft communications, job descriptions, tasks, plans, or other materials. Customer must review all drafts for accuracy, appropriateness, confidentiality, discrimination, regulatory compliance, and intended recipients before use.

Unless Customer expressly enables a supported action feature, Output is advisory and Telos does not execute actions on Customer’s behalf.

When Customer enables or directs an action, Customer authorizes Telos to carry out that action within the permissions Customer has granted. Customer remains responsible for the instruction, approval, recipients, content, and consequences of the action.

10Protected Health Information Is Not Permitted

10.1Current Services Are Not PHI-Enabled

Telos does not currently accept or process PHI and is not offering the Services under a Business Associate Agreement. Customer must not submit, connect, upload, transmit, or otherwise make PHI or patient-identifying information available to Telos.

Execution of these Terms, creation of an account, or use of the Services does not constitute execution of a Business Associate Agreement and does not authorize Customer to submit PHI.

10.2Accidental Submission

If Customer believes PHI or patient-identifying information was submitted inadvertently, Customer must stop further submission and notify Telos promptly at privacy@telosoms.com. Telos may isolate, return, or delete the information as reasonably necessary to protect individuals, secure the Services, and comply with law.

10.3Future PHI-Enabled Services

Telos may offer PHI-enabled Services in the future only after completing the required contractual, technical, and operational safeguards. Access to any future PHI-enabled Service will require a separate Business Associate Agreement and may require additional terms, configuration, or approval. Telos will update these Terms and its Privacy Policy as appropriate before enabling that access.

10.4Not a Medical Record System

Unless expressly stated in an Order Form, Telos is not Customer’s designated record set, official medical record, electronic health record, claims record, accounting ledger, or other legally required system of record.

11Privacy and Security

Telos’s Privacy Policy, as posted on the Telos website and updated from time to time, describes how Telos collects, uses, and discloses personal information and is incorporated into these Terms.

Telos will maintain reasonable administrative, technical, organizational, and physical safeguards designed to protect Customer Data against unauthorized access, use, alteration, and disclosure.

No internet-based or electronic system can be guaranteed to be completely secure. Telos does not warrant that unauthorized third parties will never defeat security measures.

Customer is responsible for the security of its own:

1. Devices, networks, and physical facilities.
2. Accounts and authentication methods.
3. Authorized Users.
4. Connected Services.
5. Downloads and exported information.
6. Information transmitted outside approved Telos channels.

Telos will notify Customer of a confirmed security incident involving Customer Data when and as required by applicable law or a DPA.

12Confidentiality

“Confidential Information” means nonpublic information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Customer Data is Customer’s Confidential Information. Nonpublic information about the Services, technology, pricing, security, models, architecture, roadmaps, and business operations is Telos’s Confidential Information.

Confidential Information does not include information that the receiving party can demonstrate:

1. Is or becomes public without breach of the Agreement.
2. Was lawfully known to the receiving party without confidentiality restrictions.
3. Is received lawfully from a third party without a duty of confidentiality.
4. Is independently developed without use of the disclosing party’s Confidential Information.

The receiving party will:

1. Use Confidential Information only to exercise rights and perform obligations under the Agreement.
2. Protect it using at least reasonable care.
3. Disclose it only to personnel, contractors, advisors, and subprocessors who need it for the Agreement and are bound by appropriate confidentiality obligations.

A receiving party may disclose Confidential Information where required by law, subpoena, or court order, provided it gives advance notice where legally permitted and reasonably assists the disclosing party in seeking protective treatment.

The parties acknowledge that unauthorized disclosure or use of Confidential Information may cause harm that cannot be adequately remedied solely by damages. The affected party may seek appropriate injunctive or equitable relief.

13Fees, Billing, Renewal, and Taxes

Customer will pay all fees specified during checkout or in the applicable Order Form.

13.1Default Subscription Terms

UNLESS AN ORDER FORM STATES OTHERWISE, A PAID SUBSCRIPTION IS MONTH-TO-MONTH, IS BILLED IN ADVANCE, AND AUTOMATICALLY RENEWS FOR SUCCESSIVE MONTHLY PERIODS UNTIL CANCELED.

Customer may cancel a month-to-month subscription before its next renewal date. Cancellation takes effect at the end of the then-current paid billing period.

A fixed-term or annual subscription may not be canceled for convenience during its committed term unless the applicable Order Form expressly permits cancellation.

13.2Payment Authorization

Customer authorizes Telos and its payment processor to charge the payment method provided for all applicable subscription fees, usage fees, taxes, and other authorized charges.

If Telos invoices Customer and the invoice does not specify another deadline, payment is due within 15 days after the invoice date.

13.3No Refunds

Except as expressly provided in the Agreement or required by law, fees are noncancelable and nonrefundable. Telos does not provide refunds or credits for partial billing periods, unused accounts, unused features, or Customer’s failure to use the Services.

13.4Taxes

Fees do not include applicable sales, use, value-added, withholding, or similar taxes. Customer is responsible for taxes associated with its purchase, other than taxes based on Telos’s net income.

If Customer is legally required to withhold an amount, Customer will make any required payment to the relevant authority and provide appropriate documentation.

13.5Late Payments

Past-due amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Customer is responsible for reasonable collection costs.

Telos may suspend access for nonpayment after providing reasonable notice and an opportunity to cure.

13.6Price Changes

Telos may change subscription pricing by providing at least 30 days’ notice. A price change will take effect at the start of Customer’s next renewal term and will not retroactively alter fees already paid for a current fixed term.

14Trials, Pilots, and Beta Features

Telos may offer free trials, pilots, previews, early-access features, or beta services.

Unless an Order Form states otherwise, these offerings:

1. May be modified, suspended, or discontinued at any time.
2. May contain errors or incomplete functionality.
3. May not be covered by support commitments or service levels.
4. Are provided “as is” and without warranties.
5. Should not be used for critical or production-dependent workflows without appropriate safeguards.
6. May be subject to additional terms.

A trial will convert to a paid subscription only where that conversion and the applicable charges were disclosed when Customer enrolled or were otherwise accepted by Customer.

PHI and patient-identifying information are prohibited in trials, pilots, previews, beta services, and paid Services.

15Intellectual Property, Output, and Feedback

15.1Telos Materials

Telos and its licensors retain all right, title, and interest in and to the Services and all associated software, interfaces, designs, models, algorithms, prompts, workflows, methods, templates, taxonomies, documentation, inventions, improvements, trademarks, and other technology or materials (“Telos Materials”).

No ownership in Telos Materials transfers to Customer.

15.2Output

As between Customer and Telos, and to the extent permitted by applicable law, Customer owns Output generated specifically for Customer from Customer Data.

Telos retains ownership of Telos Materials reflected or incorporated in Output. Telos grants Customer a nonexclusive, perpetual license to use any such embedded Telos Materials solely as necessary to use the Output for Customer’s internal business purposes.

Because automated systems may generate similar or identical content for different users, Output may not be unique. Customer receives no rights in output generated for another customer.

Customer is responsible for determining whether Output infringes third-party rights or requires additional permission before external use.

15.3Feedback

If Customer provides suggestions, ideas, enhancement requests, or other feedback, Customer grants Telos a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate that feedback without restriction or obligation.

This does not permit Telos to disclose Customer’s Confidential Information.

15.4Customer Names and Logos

Telos may identify Customer as a Telos customer or use Customer’s name, trademarks, or logo in marketing only with Customer’s prior written approval. Once granted, that approval may be withdrawn prospectively by written notice.

16Third-Party Services, Resellers, and Legacy OMS Services

Telos may make the Services available through referral partners, resellers, consultants, implementation providers, or other service partners.

A partner may provide consulting, training, implementation, billing, support, or other services under a separate agreement. Unless an Order Form signed or accepted by Telos expressly includes those services as Telos Services:

1. The partner is responsible for its own services.
2. The partner is not authorized to make warranties or commitments on Telos’s behalf.
3. The partner may not modify the Agreement.
4. Telos is not responsible for the partner’s acts, omissions, advice, fees, or contractual obligations.

Certain legacy Objective Management Suite services, consulting services, or related offerings may be provided by Survival Strategies, Inc. under separate terms. Those services are not governed by these Terms unless Telos expressly identifies them as part of the Services in an applicable Order Form.

If Customer purchases through an authorized reseller, the reseller’s ordering and payment terms may govern Customer’s payment to the reseller, while these Terms govern use of the Telos Services.

17Suspension

Telos may suspend all or part of Customer’s access when reasonably necessary to:

1. Prevent or address a security risk.
2. Protect the Services, Customer, other customers, or third parties.
3. Respond to unlawful or prohibited use.
4. Comply with law or a governmental request.
5. Address material breach of the Agreement.
6. Address past-due fees.
7. Prevent material harm to the Services or Telos’s systems.

Where reasonably practicable, Telos will notify Customer before suspension and work with Customer to restore access after the underlying issue has been resolved.

Telos is not required to provide advance notice where immediate action is reasonably necessary to prevent harm or comply with law.

18Term and Termination

18.1Term

These Terms begin when Customer first accepts them or uses the Services and continue while Customer has an account, active Order Form, or continuing obligations under the Agreement.

Each subscription continues for the term specified in its Order Form or, if no term is stated, on the month-to-month basis described above.

18.2Termination for Breach

Either party may terminate an affected Order Form if the other party materially breaches the Agreement and does not cure the breach within 30 days after written notice.

Telos may terminate or suspend for nonpayment if Customer does not cure the failure within 10 days after notice.

Either party may terminate immediately if the other party:

1. Becomes insolvent.
2. Makes an assignment for the benefit of creditors.
3. Enters bankruptcy or similar proceedings that are not dismissed within 60 days.
4. Ceases material business operations.

Telos may terminate immediately for unlawful use, serious security threats, fraud, or conduct likely to cause material harm.

18.3Discontinuation by Telos

Telos may discontinue a paid Service by providing at least 30 days’ notice. If discontinuation occurs during a prepaid fixed term and Telos does not provide a substantially equivalent replacement, Telos will refund prepaid fees covering the unused portion of the discontinued Service.

18.4Effect of Termination

Upon termination or expiration:

1. Customer’s right to access the affected Services ends.
2. Customer must stop using Telos Materials.
3. Outstanding payment obligations become due.
4. Each party must return or destroy the other party’s Confidential Information where required by the Agreement.
5. Provisions that by their nature should survive will survive, including ownership, confidentiality, payment obligations, disclaimers, indemnification, liability limitations, dispute provisions, and general terms.

18.5Customer Data Export and Deletion

During the subscription term and for 30 days after termination or expiration, Customer may request an export of Customer Data in Telos’s then-standard export format, subject to applicable law, payment of outstanding fees, and technical limitations.

After that period, Telos may delete Customer Data in accordance with its retention practices, Privacy Policy, and applicable DPA.

Customer Data may remain temporarily in encrypted backups until those backups are overwritten through ordinary retention cycles. Telos may retain information where required by law, necessary to establish or defend legal claims, or permitted by the applicable DPA.

Customer is responsible for requesting and securing any needed export before the export period ends.

19Warranties and Disclaimers

Each party represents that it has the legal authority to enter into the Agreement.

Except for that representation and any express warranty contained in an Order Form:

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, OUTPUT, WEBSITE, TRIALS, BETA FEATURES, DOCUMENTATION, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

TELOS DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, QUIET ENJOYMENT, AND RESULTS.

Without limiting the foregoing, Telos does not warrant that:

1. The Services will be uninterrupted, error-free, completely secure, or available at any particular time.
2. Customer Data or information from Connected Services will be accurate, complete, current, or correctly categorized.
3. Output will be accurate, complete, unbiased, unique, or suitable for Customer’s circumstances.
4. Errors will always be corrected.
5. Use of the Services will satisfy Customer’s legal, regulatory, contractual, payer, licensure, accounting, or professional obligations.
6. Use of the Services alone will make Customer compliant with HIPAA or another privacy or security framework.
7. The Services will produce any particular operational, financial, clinical, employment, reimbursement, or business result.

Customer assumes responsibility for selecting the Services, configuring them, reviewing Output, maintaining source records, and deciding whether Output is appropriate for Customer’s intended use.

20Indemnification

20.1Customer Indemnification

Customer will defend, indemnify, and hold harmless Telos, its affiliates, and their respective officers, managers, employees, contractors, and agents from third-party claims, damages, judgments, penalties, fines, liabilities, and reasonable legal fees arising from or relating to:

1. Customer Data or Customer’s instructions to process it.
2. Customer’s violation of the Agreement or applicable law.
3. Customer’s infringement or violation of third-party rights.
4. Customer’s failure to obtain required notices, consents, authorizations, or permissions.
5. Customer’s patient care, clinical services, employment practices, billing, coding, claims, reimbursement, staffing, payroll, financial transactions, or business decisions.
6. Customer’s reliance on or external use of Output contrary to the Agreement.
7. Customer’s use of a Connected Service.
8. An Authorized User’s acts or omissions.

Customer is not required to indemnify Telos to the extent a claim was directly caused by Telos’s breach of the Agreement, gross negligence, willful misconduct, or violation of law.

20.2Telos Intellectual-Property Indemnification

For a paid Service, Telos will defend Customer against a third-party claim alleging that Customer’s authorized use of the unmodified Service directly infringes a United States patent, copyright, or trademark, and will pay damages finally awarded or agreed in a settlement approved by Telos.

Telos has no obligation for claims arising from:

1. Customer Data or Output.
2. Customer instructions.
3. Modification not made by Telos.
4. Combination with products, data, or services not supplied by Telos.
5. Use contrary to the Agreement or documentation.
6. Continued use after Telos has notified Customer to stop.
7. Trials, pilots, previews, or beta features.

If an infringement claim appears likely, Telos may obtain the right for Customer to continue using the Service, modify or replace it, or terminate the affected Service and refund prepaid fees for the unused remainder of the applicable term. This section states Telos’s entire obligation and Customer’s exclusive remedy for intellectual-property infringement claims.

20.3Procedure

The indemnified party must provide prompt written notice, reasonable cooperation, and control of the defense and settlement to the indemnifying party. A delay in notice relieves the indemnifying party only to the extent materially prejudiced.

The indemnifying party may not settle a claim in a manner that admits fault by, imposes nonmonetary obligations on, or fails to fully release the indemnified party without that party’s written consent.

21Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR LOSS OR CORRUPTION OF DATA, ARISING OUT OF OR RELATING TO THE AGREEMENT, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TELOS’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO TELOS FOR THE AFFECTED SERVICES DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

For claims arising solely from free website access, a free trial, or a Service for which no fees were paid, Telos’s total aggregate liability will not exceed $100.

These limitations apply regardless of the form of action, whether in contract, tort, strict liability, statute, or otherwise.

The limitations do not apply to:

1. Customer’s payment obligations.
2. Customer’s indemnification obligations.
3. A party’s fraud or willful misconduct.
4. Liability that cannot lawfully be limited.

The parties agree that the disclaimers and limitations are essential elements of their bargain and will apply even if a limited remedy fails of its essential purpose.

22Governing Law and Disputes

The Agreement is governed by the laws of the State of Florida, without regard to conflict-of-law principles.

Before filing a lawsuit, a party must provide written notice describing the dispute and requested resolution. The parties will attempt in good faith to resolve the dispute for at least 30 days after notice.

Any legal action arising out of or relating to the Agreement must be brought exclusively in the state courts located in Manatee County, Florida, or the United States District Court for the Middle District of Florida. Each party consents to the personal jurisdiction and venue of those courts.

Nothing prevents either party from seeking temporary, preliminary, or other equitable relief to prevent actual or threatened misuse of intellectual property, Confidential Information, Customer Data, or the Services.

EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN AN ACTION ARISING OUT OF OR RELATING TO THE AGREEMENT.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

23General Terms

23.1Independent Contractors

The parties are independent contractors. The Agreement does not create a partnership, joint venture, franchise, employment, agency, fiduciary, or exclusive relationship.

23.2Assignment

Customer may not assign or transfer the Agreement without Telos’s prior written consent, except in connection with a merger, reorganization, or sale of substantially all of Customer’s assets, provided the assignee is not a Telos competitor and agrees in writing to assume the Agreement.

Telos may assign the Agreement to an affiliate or in connection with a merger, financing, reorganization, acquisition, or sale of all or substantially all of the relevant business or assets.

An attempted assignment contrary to this section is void.

23.3Subcontractors

Telos may use affiliates, contractors, hosting providers, AI providers, integration providers, and other subprocessors to provide the Services. Telos remains responsible for their performance to the extent required by the Agreement and applicable law.

23.4Force Majeure

Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, severe weather, epidemics, labor disputes, war, terrorism, civil unrest, government action, internet or telecommunications failure, cloud or utility failure, cyberattacks not caused by the affected party’s failure to use reasonable safeguards, or third-party service interruptions.

This section does not excuse Customer’s obligation to pay amounts already due.

23.5Export and Sanctions Compliance

Customer may not use, export, re-export, or provide access to the Services in violation of United States export-control, sanctions, or trade laws.

Customer represents that it and its Authorized Users are not prohibited parties and are not located in a jurisdiction where use of the Services is prohibited.

23.6Notices

Telos may provide operational notices through the Services, by email to the account administrator, or by posting on the Telos website.

Formal legal notices to Telos must be sent to:

Telos AI Health LLC

410 10th Avenue West

Palmetto, Florida 34221

Email: legal@telosoms.com

Notices to Customer may be sent to the account or billing contact identified by Customer.

A party must keep its notice information current.

23.7Waiver and Severability

A waiver is effective only if in writing and applies only to the specific instance stated.

If a provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in effect.

23.8No Third-Party Beneficiaries

Except for parties entitled to indemnification, the Agreement does not create rights in any third party.

23.9Entire Agreement

The Agreement is the complete agreement concerning its subject matter and supersedes prior or contemporaneous discussions, proposals, representations, and understandings concerning that subject matter.

23.10Electronic Communications

Customer agrees to receive agreements, notices, disclosures, and other communications electronically. Electronic acceptance and records have the same effect as physical signatures and paper records to the extent permitted by law.

23.11Headings

Headings are for convenience only and do not affect interpretation.

24Changes to These Terms

Telos may update these Terms to reflect changes to the Services, law, security practices, or business operations.

Telos will provide reasonable advance notice of a material change by email, through the Services, or by another appropriate method.

For an existing paid subscription, a materially adverse change will ordinarily take effect at the beginning of the next renewal term. Changes required by law, needed to address security risks, or applicable solely to newly introduced features may take effect sooner.

Continued use after the effective date of updated Terms constitutes acceptance. If Customer does not agree to an update, Customer must stop using the Services and may cancel as permitted by the Agreement.

25Contact

Questions concerning these Terms may be sent to:

Telos AI Health LLC

410 10th Avenue West

Palmetto, Florida 34221

legal@telosoms.com