1. Acceptance of Terms

These Terms of Service (“Terms”) govern your access to and use of the website, platform, and services (collectively, the “Services”) provided by Grid Health, Inc. (“Grid Health,” “we,” “us,” or “our”). By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not use our Services.

If you are using the Services on behalf of an organization (such as a health system, hospital, or other entity), you represent and warrant that you have the authority to bind that organization to these Terms, and “you” refers to both you individually and the organization.

2. Description of Services

Grid Health provides a healthcare-specific AI monitoring and operations platform designed for health systems. Our Services enable health system leaders, IT teams, clinical leaders, compliance professionals, and governance committees to monitor AI performance, detect drift and over-trust, understand usage patterns, track cost against utilization, and support governance and oversight activities.

The Services may include access to our web-based platform, dashboards, structured exports, documentation, APIs, and related tools and resources.

3. Eligibility

The Services are intended for use by authorized representatives of healthcare organizations and related professional entities. You must be at least 18 years old and have the legal authority to enter into these Terms to use our Services.

4. Account Registration and Security

Certain features of the Services may require you to create an account. When creating an account, you agree to:

• Provide accurate, current, and complete information
• Maintain and update your account information as necessary
• Keep your login credentials confidential and not share them with unauthorized parties
• Notify us immediately of any unauthorized access to or use of your account

You are responsible for all activities that occur under your account. Grid Health is not liable for any loss or damage arising from unauthorized use of your account.

5. Acceptable Use

You agree to use the Services only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Services in any manner that violates applicable laws, regulations, or industry standards, including HIPAA, HITECH, and other healthcare-related regulations
• Attempt to gain unauthorized access to the Services, other accounts, computer systems, or networks connected to the Services
• Interfere with or disrupt the integrity or performance of the Services
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Services
• Use the Services to transmit any malware, viruses, or other harmful code
• Reproduce, duplicate, copy, sell, resell, or exploit any portion of the Services without our express written permission
• Use the Services to collect, store, or process protected health information (PHI) except as expressly authorized under a separate agreement with Grid Health
• Misrepresent your identity or affiliation with any person or organization

6. Client Data and Ownership

6.1 Client Data

“Client Data” means any data, information, or content that you or your organization provide, upload, or make available through the Services, including operational data, AI performance data, and configuration settings.

You retain all ownership rights in your Client Data. By using the Services, you grant Grid Health a limited, non-exclusive license to process, store, and display your Client Data solely as necessary to provide the Services to you and as described in our Privacy Policy.

6.2 Responsibilities

You are solely responsible for the accuracy, quality, and legality of your Client Data and the means by which you acquired it. You represent and warrant that you have all necessary rights, consents, and authorizations to provide Client Data to Grid Health and to allow Grid Health to process it as contemplated by these Terms.

6.3 Data Processing

Grid Health processes Client Data as a service provider acting on your behalf. We will not access, use, or disclose Client Data except as necessary to provide the Services, as directed by you, or as required by law. To the extent Client Data includes PHI, the parties will execute a separate Business Associate Agreement (BAA) prior to any processing of such data.

7. Intellectual Property

7.1 Grid Health IP

The Services, including all software, algorithms, interfaces, documentation, methodologies, and related materials, are the exclusive property of Grid Health and are protected by intellectual property laws. These Terms do not grant you any ownership interest in the Services.

7.2 License to Use

Subject to your compliance with these Terms, Grid Health grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services during the term of your agreement with us, solely for your internal business purposes.

7.3 Feedback

If you provide any suggestions, ideas, or feedback regarding the Services (“Feedback”), you grant Grid Health a perpetual, irrevocable, royalty-free license to use, modify, and incorporate such Feedback into the Services without any obligation to you.

8. Fees and Payment

8.1 Pricing

Access to certain features of the Services may require payment of fees as set forth in a separate order form, subscription agreement, or statement of work between you and Grid Health.

8.2 Payment Terms

Unless otherwise specified in your agreement, fees are due within thirty (30) days of the invoice date. All fees are non-refundable except as expressly stated in your agreement.

8.3 Taxes

You are responsible for all applicable taxes, levies, and duties associated with your use of the Services, excluding taxes based on Grid Health’s net income.

9. Term and Termination

9.1 Term

These Terms are effective as of the date you first access or use the Services and remain in effect until terminated.

9.2 Termination by You

You may stop using the Services at any time. If you wish to close your account, please contact us at the information provided in Section 17.

9.3 Termination by Grid Health

We may suspend or terminate your access to the Services at any time, with or without notice, if we reasonably believe you have violated these Terms or if we are required to do so by law.

9.4 Effect of Termination

Upon termination, your right to access and use the Services will immediately cease. We will make your Client Data available for export for a reasonable period following termination (not less than 30 days), after which we may delete it. Sections of these Terms that by their nature should survive termination will remain in effect.

10. Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

GRID HEALTH DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

THE SERVICES ARE NOT INTENDED TO PROVIDE MEDICAL ADVICE, CLINICAL DECISION-MAKING, OR DIRECT PATIENT CARE. GRID HEALTH IS A MONITORING AND OPERATIONS PLATFORM. ALL CLINICAL DECISIONS REMAIN THE SOLE RESPONSIBILITY OF QUALIFIED HEALTHCARE PROFESSIONALS.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GRID HEALTH, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, USE, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, EVEN IF GRID HEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

GRID HEALTH’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO GRID HEALTH DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. Indemnification

You agree to indemnify, defend, and hold harmless Grid Health and its directors, officers, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; or (d) your Client Data.

13. Confidentiality

Each party agrees to maintain the confidentiality of any non-public information received from the other party that is designated as confidential or that reasonably should be understood to be confidential (“Confidential Information”). Neither party shall disclose the other party’s Confidential Information to any third party except as necessary to perform obligations under these Terms, with the receiving party’s prior consent, or as required by law.

14. HIPAA and Healthcare Compliance

Grid Health acknowledges the regulatory requirements applicable to healthcare organizations. Where applicable:

• Grid Health will enter into a Business Associate Agreement (BAA) with clients whose use of the Services involves the processing of PHI
• Grid Health will implement and maintain administrative, physical, and technical safeguards consistent with applicable healthcare regulations
• Grid Health will promptly notify clients of any security incidents involving their data in accordance with applicable law and the terms of any BAA

15. Modifications to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website and updating the “Last Updated” date. Your continued use of the Services after any modifications constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Services.

16. General Provisions

• Governing Law: These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
• Dispute Resolution: Any disputes arising out of or relating to these Terms shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, except that either party may seek injunctive or equitable relief in any court of competent jurisdiction.
• Entire Agreement: These Terms, together with our Privacy Policy and any applicable order forms or agreements, constitute the entire agreement between you and Grid Health regarding the Services.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.
• Waiver: The failure of Grid Health to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
• Assignment: You may not assign or transfer these Terms or your rights under them without our prior written consent. Grid Health may assign these Terms without restriction.
• Force Majeure: Grid Health shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including natural disasters, pandemics, war, terrorism, labor disputes, government actions, or internet or infrastructure failures.

17. Contact Us

If you have questions about these Terms, please contact us at:

Grid Health, Inc. Email: legal@grid-health.com Website: grid-health.com

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