Terms of Service

INTRODUCTION

Welcome to Sigma Healthsense. These Terms of Service ("Terms") govern your access to and use of the Sigma Healthsense website at www.sigmahealthsense.com (the "Website") and our AI-powered senior care monitoring platform known as Healthsense24 (the "Platform"), including any content, functionality, and services offered on or through the Website or Platform.

Please read these Terms carefully before using our Website or Platform. By accessing or using our Website or Platform, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our Website or Platform.

DEFINITIONS

• "Account" means a unique account created for you to access our Platform.
• "Authorized User" means an individual who is authorized by a Subscribing Organization to use the Platform.
• "Content" means any information, data, text, software, graphics, messages, or other materials.
• "Healthcare Provider" means a healthcare professional or organization that provides healthcare services to Patients.
• "Patient" means an individual receiving healthcare services through the Platform.
• "Subscribing Organization" means a healthcare facility, practice, or organization that has entered into a subscription agreement with us.
• "User" means any individual who accesses or uses the Website or Platform, including Authorized Users.

ELIGIBILITY AND REGISTRATION

Eligibility

You must be at least 18 years old to use our Website or Platform. By using our Website or Platform, you represent and warrant that you are at least 18 years old.

Account Registration

To access certain features of our Platform, you must register for an account. When you register, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Keep your password confidential and secure
• Accept responsibility for all activities that occur under your account

HEALTHCARE PROVIDERS

Platform Access

If you are a Healthcare Provider or an Authorized User of a Subscribing Organization, you may access and use the Platform only as authorized by the Subscribing Organization and in accordance with these Terms and any applicable subscription agreement.

Patient Care

Healthcare Providers are solely responsible for all aspects of patient care. The Platform is intended to support, not replace, professional medical judgment. Healthcare Providers must not rely solely on information provided by the Platform when making clinical decisions.

Use Restrictions

Healthcare Providers must:

• Use the Platform in compliance with all applicable laws and regulations, including HIPAA
• Ensure that Authorized Users comply with these Terms
• Obtain appropriate patient consents as required by law
• Not use the Platform for any patient-facing emergency services or time-critical care situations

USE OF THE WEBSITE AND PLATFORM

Permitted Use

You may use our Website and Platform only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Website or Platform in any way that violates any applicable law or regulation
• Use the Website or Platform for the purpose of exploiting, harming, or attempting to exploit or harm minors
• Attempt to gain unauthorized access to the Website or Platform, other accounts, or computer systems or networks
• Use any robot, spider, or other automated device to access the Website or Platform
• Introduce any viruses, Trojan horses, worms, or other malicious or harmful code
• Interfere with or disrupt the Website or Platform or servers or networks connected to them
• Use the Website or Platform to send unsolicited communications, promotions, or advertisements
• Collect or harvest any personally identifiable information from the Website or Platform

User Content

You retain ownership of any Content you submit to the Website or Platform ("User Content"). By submitting User Content, you grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, adapt, publish, distribute, and display such User Content for the purpose of providing and improving our Website and Platform.

You represent and warrant that:

• You own or have the necessary rights to your User Content
• Your User Content does not infringe the intellectual property rights or other rights of any third party
• Your User Content complies with these Terms and all applicable laws and regulations

We reserve the right to remove any User Content that violates these Terms or that we believe is otherwise objectionable.

INTELLECTUAL PROPERTY

Our Intellectual Property

The Website, Platform, and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio) are owned by Sigma Healthsense, our licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

License to Use

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Website and Platform for their intended purposes, subject to these Terms. This license does not include:

• Any resale or commercial use of the Website, Platform, or their contents
• Any collection and use of any product listings, descriptions, or prices
• Any derivative use of the Website, Platform, or their contents
• Any downloading or copying of account information for the benefit of another merchant
• Any use of data mining, robots, or similar data gathering and extraction tools

Trademarks

The Sigma Healthsense name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Sigma Healthsense or our affiliates or licensors. You may not use such marks without our prior written permission.

DATA PRIVACY

Your use of our Website and Platform is also governed by our Privacy Policy, which is incorporated into these Terms by reference. By using our Website or Platform, you consent to the collection, use, and sharing of your information as described in our Privacy Policy.

SUBSCRIPTIONS AND PAYMENTS

Subscription Terms

Access to the Platform requires a subscription. Subscription terms, including pricing and payment terms, are set forth in the applicable subscription agreement between Sigma Healthsense and the Subscribing Organization.

Payment Terms

All payments must be made in accordance with the payment terms set forth in the applicable subscription agreement. We reserve the right to suspend or terminate access to the Platform for non-payment.

Changes to Pricing

We reserve the right to modify our pricing at any time. Any pricing changes will be communicated to Subscribing Organizations in advance and will take effect at the start of the next subscription period.

DISCLAIMER OF WARRANTIES

THE WEBSITE AND PLATFORM ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE WEBSITE OR PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR PLATFORM ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

THE PLATFORM IS NOT INTENDED TO REPLACE PROFESSIONAL MEDICAL JUDGMENT OR ADVICE. HEALTHCARE PROVIDERS MUST EXERCISE THEIR OWN INDEPENDENT JUDGMENT WHEN USING THE PLATFORM FOR PATIENT CARE.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SIGMA HEALTHSENSE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE WEBSITE OR PLATFORM
• ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE WEBSITE OR PLATFORM
• ANY CONTENT OBTAINED FROM THE WEBSITE OR PLATFORM
• UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT

IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS EXCEED THE AMOUNT PAID BY THE SUBSCRIBING ORGANIZATION FOR ACCESS TO THE PLATFORM DURING THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY.

INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Sigma Healthsense, our affiliates, licensors, and service providers, and our and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Website or Platform.

TERM AND TERMINATION

Term

These Terms shall remain in full force and effect while you use the Website or Platform or maintain an account.

Termination by You

You may terminate your account at any time by contacting us.

Termination by Us

We may terminate or suspend your account and access to the Website or Platform immediately, without prior notice or liability, for any reason, including without limitation if you breach the Terms.

Effect of Termination

Upon termination, your right to use the Website and Platform will immediately cease. All provisions of the Terms which by their nature should survive termination shall survive, including without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

CHANGES TO TERMS

We reserve the right to modify or replace these Terms at any time. We will provide notice of any material changes by posting the updated Terms on the Website and updating the "Last Updated" date. Your continued use of the Website or Platform after any such changes constitutes your acceptance of the new Terms.

GOVERNING LAW AND JURISDICTION

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. Any legal action or proceeding arising under these Terms shall be brought exclusively in the federal or state courts located in Los Angeles County, California, and you hereby consent to the personal jurisdiction and venue therein.

DISPUTE RESOLUTION

Informal Resolution

In the event of any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, you and Sigma Healthsense agree to first attempt to resolve such dispute informally.

Arbitration

If the dispute cannot be resolved informally, you and Sigma Healthsense agree to resolve any such dispute through binding arbitration in Los Angeles, California, in accordance with the Commercial Arbitration Rules of the American Arbitration Association.

Class Action Waiver

You agree that any arbitration or proceeding shall be limited to the dispute between us and you individually. To the full extent permitted by law, (a) no arbitration or proceeding shall be joined with any other; (b) there is no right or authority for any dispute to be arbitrated or resolved on a class action basis; and (c) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions

The following disputes are excluded from this arbitration agreement: (a) any disputes seeking to enforce or protect, or concerning the validity of, any of your or our intellectual property rights; and (b) any claim for injunctive relief.

MISCELLANEOUS

Entire Agreement

These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire agreement between you and Sigma Healthsense concerning your use of the Website and Platform.

Waiver

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term.

Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent necessary so that the remaining provisions of the Terms will continue in full force and effect.

Assignment

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior written consent, but may be assigned by us without restriction.

Force Majeure

We will not be liable for any failure or delay in performance resulting from causes beyond our reasonable control, including but not limited to acts of God, natural disasters, pandemic, war, terrorism, riots, civil unrest, government action, labor disputes, or internet service disruptions.

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