Platform Terms of Service

1 Parties and acceptance

These Platform Terms of Service govern the sensors, occupancy analytics, dashboard and support that Smartchair.AI Inc., doing business as SmartChair.AI, a Delaware corporation, provides to the organization named in a signed order form, referred to as Customer. These terms take effect only when that order expressly incorporates this dated version and is signed by both parties. The person signing for Customer must have authority to bind it.

The order must identify the legal entities, authorized locations, chair count, service scope, fees, hardware ownership, initial term, renewal terms, support arrangements and notices contacts. The order shall identify the parties' current legal-notice addresses.

2 Order of precedence

A signed Business Associate Agreement, or BAA, controls the handling of protected health information within its scope. A signed data protection addendum controls other personal-data processing within its scope. The order form controls commercial terms and any expressly identified departures from these terms. These terms govern the remaining service relationship. Mandatory law prevails over all of them.

Existing signed customer and partner agreements remain in effect unless the relevant parties amend them in writing. These terms do not replace third-party API terms or establish a partnership, integration approval or permission to access a practice's records.

3 Service and authorized use

During the paid or expressly agreed pilot term, SmartChair.AI grants Customer a limited, nonexclusive, nontransferable right to use the contracted service for its internal practice operations at authorized locations. Customer may designate individual users and an administrator responsible for permissions and account accuracy.

The current sensor service measures chair occupancy. Dashboards and reports support operational decisions. They are not medical devices for diagnosis, clinical decision tools, emergency systems or a guarantee of revenue, utilization or scheduling outcomes. Customer retains responsibility for clinical care, staffing and business decisions.

Only features expressly included in the order are committed. Proposed PMS integrations, production analytics and writebacks are not included merely because they appear in a roadmap or discussion. Any practice management integration requires a separately approved data scope and the permissions described in Section 7.

4 Installation and hardware

The order states who installs the devices, who owns them, and any installation, replacement and return charges. Customer provides authorized access to the chairs, suitable power and network connectivity, and a safe installation environment. Installation must follow SmartChair.AI instructions and applicable equipment requirements. Customer must not alter a chair in a way that compromises its safe use.

Customer shall promptly report damage, loss or malfunction and shall not bypass security controls or modify firmware without written authorization. Ordinary maintenance, warranty service and any charges for customer-caused damage are governed by the order. No ownership of hardware is implied when the order specifies a lease or loan.

5 Accounts and restrictions

Customer shall keep credentials confidential, use individual accounts where supported, grant access according to job responsibilities, remove access when no longer needed and report suspected misuse promptly. Customer is responsible for its users' authorized activities and for its network and systems, except to the extent a problem is caused by SmartChair.AI.

Neither party may use the service to violate law, compromise another customer's data, distribute malicious code, evade access limits, reverse engineer except where law permits, resell access without permission, or introduce information outside the approved data scope. Security testing requires written scope and authorization.

6 Fees and term

Fees, taxes, billing intervals, payment deadlines, pilot conditions and any renewal are stated in the signed order. There is no automatic renewal unless the order expressly provides for one. A price change applies only at a renewal or through a signed amendment with the notice specified in the order.

Customer must notify SmartChair.AI of a good-faith invoice dispute within 30 days of receiving the invoice and pay undisputed amounts on time. The parties will work promptly to resolve the dispute. SmartChair.AI may suspend for undisputed amounts more than 30 days overdue only after providing at least 10 days' written notice and an opportunity to pay.

7 Customer data and integration permissions

Customer retains its rights in its occupancy data and information supplied through the service. Customer permits SmartChair.AI and authorized service providers to process that data to deliver and support the contracted service, protect it, meet applicable legal duties and carry out the improvement uses expressly permitted below. SmartChair.AI retains rights in its software, designs, documentation and analytics methods.

Customer must have the authority and required permissions to supply data and connect systems. Before enabling an integration, the parties must agree the practices and locations covered, fields and API permissions, read or write direction, purpose, retention, recipients and permitted support access. Access must be limited to what the approved purpose requires.

The current occupancy service is not authorized to receive patient records. Customer must not upload patient names, patient identifiers, clinical records or other protected health information unless SmartChair.AI has expressly enabled that scope in writing, the required BAAs and other agreements are executed, and the agreed safeguards are in place. Removing a name or replacing it with an identifier does not by itself make a record de-identified.

Subject to the controlling agreements and applicable law, Customer permits SmartChair.AI to use occupancy data and Customer-supplied production summaries to improve the SmartChair.AI service and train models used for that service. Before combining data across customers for those purposes, SmartChair.AI must apply and document safeguards that prevent identification of Customer, its practices and patients. This permission does not authorize receipt or use of PHI, override restrictions imposed by a data provider, or authorize a third party to train its own models. SmartChair.AI shall not sell Customer data or disclose one Customer's identifiable data to another. Authorized service providers may process data for SmartChair.AI only within the same purpose and restrictions. This permission takes effect only under a signed order or amendment incorporating these terms; it does not retrospectively expand permissions for previously collected data.

8 Privacy security and incidents

SmartChair.AI shall implement reasonable administrative, physical and technical safeguards appropriate to the contracted data and services. Specific safeguards and security commitments must be agreed in the order or a signed security addendum. An internal draft policy or a cloud provider's audit report is not a certification or service-level commitment by SmartChair.AI.

Each party shall promptly escalate suspected unauthorized access affecting the service. SmartChair.AI shall notify Customer without unreasonable delay after discovering a confirmed security incident affecting Customer data, and within any shorter period required by the controlling BAA, agreement or law. It shall provide available material facts, containment and remediation information, and updates as the investigation progresses. A notification does not require the investigation to be complete.

Business-contact information used for SmartChair.AI's own account administration is described in its Privacy Notice. Where SmartChair.AI processes data on Customer's behalf, the governing agreement and applicable law determine each party's obligations; the notice does not override them.

9 Confidentiality and service providers

Each party shall protect nonpublic business, technical and customer information with at least reasonable care, use it only for this relationship, including the improvement uses expressly permitted by Section 7, and disclose it only to authorized personnel or providers with an appropriate confidentiality obligation. These restrictions do not cover information independently developed, lawfully obtained without restriction, already known without a duty of confidence, or public through no breach.

Legally required disclosure is permitted, with advance notice when lawful and reasonable cooperation to limit the disclosure. Confidentiality continues for three years after termination; protection of personal data and PHI continues as required by law and contract, and trade secrets remain protected while qualifying as such.

SmartChair.AI remains responsible for its service providers' performance of its contracted obligations. A provider may access customer data only when authorized for the service, bound by suitable terms, and covered by any required downstream BAA and partner consent. A customer's authorization does not replace any consent required from an API partner.

10 Service warranty and support

SmartChair.AI warrants that the service will materially conform to the written specifications incorporated into the order during its term. Customer shall report a material failure with enough information to investigate. SmartChair.AI will use reasonable efforts to correct it. If a material failure cannot be corrected within 30 days of written notice, Customer may terminate the affected service and receive a refund of unused prepaid fees for the period after termination.

Except for express commitments and rights that cannot be excluded by law, the service is provided as available without implied warranties of merchantability, fitness for a particular purpose or noninfringement. Network or power interruptions, sensor placement and incomplete information can affect readings. Uptime, recovery times, support hours and credits apply only if stated in a signed service-level agreement.

11 Suspension and termination

Either party may terminate for a material breach that remains uncured 30 days after written notice. A party may terminate immediately where continued performance would violate law and the issue cannot reasonably be cured. Convenience termination, location removal and hardware retrieval follow the order.

SmartChair.AI may restrict only the affected access when reasonably necessary to contain a material security threat or unlawful use. It will give notice when practicable, explain the reason without compromising security, and restore access when the grounds are resolved. Suspension does not expand data-use rights.

At termination, Customer may request an export of its available data during a 30-day transition period unless the signed agreement requires another period. Deletion, archival backups, legal holds, return of PHI and continued protection follow the signed data-retention schedule and any BAA. Before signing an order, the parties must specify a feasible removal schedule; these terms do not promise immediate erasure from all backups. That schedule must address source data, training datasets and any retained model outputs or models, including restrictions on continued use after termination. These terms grant no indefinite retention right and do not promise immediate erasure from trained models. Accrued payment obligations and Sections 7 through 9 and 12 through 14 survive as their purposes require.

12 Third party claims and liability

Each party shall defend and indemnify the other against third-party claims to the extent caused by its gross negligence, willful misconduct or violation of applicable law in connection with this agreement. The party seeking protection must promptly notify the other, permit reasonable control of the defense and cooperate at the defending party's expense. No settlement may admit fault, impose nonmonetary duties or leave the protected party liable without its consent, not unreasonably withheld.

To the extent law permits, neither party is liable for indirect, consequential, special or punitive damages, including lost profits, arising from this agreement. Each party's aggregate liability is limited to the fees paid or payable for the affected service during the 12 months preceding the event giving rise to the claim. These exclusions and cap do not apply to fraud, willful misconduct, gross negligence, indemnification obligations, breach of confidentiality, data-protection or BAA obligations, or liabilities that law prohibits limiting. Customer's obligation to pay undisputed fees is not limited by this cap.

13 Disputes and general terms

For new orders adopting these terms, Delaware law governs, excluding conflict-of-laws rules, and state or federal courts in Delaware have exclusive jurisdiction unless the signed order provides otherwise. The parties shall first attempt in good faith to resolve a dispute through their designated representatives, without delaying urgent injunctive relief or applicable filing deadlines.

Neither party may assign this agreement without consent, except to a successor in a merger or sale of substantially all relevant assets that assumes the obligations and is not the other party's competitor. If a provision is unenforceable, the remainder continues. A waiver must be written. Neither party is liable for delay caused by events beyond reasonable control, except accrued payment duties; the affected party must mitigate and notify the other. This does not excuse duties to protect retained data.

14 Notices and changes

Legal notices go to the contacts and delivery methods in the order. A public website posting does not amend an existing signed order. Material changes to these terms take effect for a customer only through a signed amendment or a renewal that expressly incorporates the revised version. The agreement consists of the signed order, these terms and incorporated addenda, and replaces prior discussions only on the same subject.