Terms of Service

Overview

Welcome to Amesite, Inc.'s suite of assets, collectively referred to as our "Site." Our Site includes all of our products and services and all of the technology and business services that create them, in part or whole: a blend of software, hardware, content, and technology that includes everything from behind-the-scenes processes to the user interface, our website, data handling, communication, and advanced analytics. The NurseMagic™ website available at https://www.nursemagic.ai, and/or our mobile app available at https://app.nursemagic.ai. NurseMagic™ is a product owned and operated by Amesite, Inc. ("Amesite," "we," "our," or "us").

These Terms of Service ("Terms") govern your use of the Site, which includes all websites, applications, platforms, and other digital services provided by Amesite, including but not limited to NurseMagic™ and any future products or services we may develop. By accessing or using the Site, you agree to comply with these Terms. Please read them carefully before using any of our services.

By accepting these Terms, or by using our Site, you agree to be legally bound by these Terms, our Privacy Policy and any other underlying agreements or terms. If you do not agree to these terms, please do not use our Site. We reserve the right to modify these Terms at any time without prior notice, and your use of the Site binds you to the changes made. We do occasionally update these terms so please refer to them in the future.

Usage Limits and Adjustments

Your usage of the Site is subject to limits based on your subscription type. We continuously work to enhance functionality and efficiency to better serve our users. As part of ongoing improvements, we may adjust usage limits from time to time to ensure optimal performance and fair access. We will make reasonable efforts to notify customers of material changes in usage limits.

Purchase Methods

Individual subscriptions and standard multi-license subscriptions are purchased through our website or in-app payment platforms (each, a "Platform") and are subject to the applicable terms of service and payment policies of those Platforms. In the event of a conflict between our terms and the terms of a Platform, the Platform's terms will govern those aspects of the purchase.

Your use of the Site remains subject to our Terms of Service regardless of where the purchase was made. If you have purchased multi-license subscriptions under a custom quote, the terms outlined in that quote will take precedence over the standard terms stated here in the event of any conflict. However, unless explicitly modified by the custom quote, all other terms and conditions in this agreement remain fully enforceable and applicable. Custom-quoted multi-license agreements may be subject to separate invoicing and payment terms as specified in the negotiated agreement.

Individual License Subscription Commitment

Individual licenses are billed on a month-to-month basis and continue until you cancel. You may cancel at any time, and your subscription will remain active through the end of your current billing period.

Multi-License and Subscription Commitment

For multi-license purchases, a 12-month subscription commitment is required.

During the Subscription Term and any renewal terms, you may choose to cancel your subscription early; however, no refunds will be provided, and you will remain responsible for any unpaid fees through the end of the Subscription Term. We do not issue refunds if you stop using your subscription before the term ends.

Your subscription renews automatically each year at the then-current rate unless you provide written notice of cancellation at least 30 days before the renewal date.

Subscription fees for multi-license subscriptions are not prorated. You will be charged for the full month at the time of subscription, regardless of when you sign up.

We reserve the right to require a credit application for accounts with an Annual Contract Value (ACV) exceeding $50,000.

Termination; Break-Up Fee

Either party may terminate this Agreement upon thirty (30) days' written notice. In the event of termination by Customer, Customer shall pay, at the end of such 30-day notice period, a break-up fee equal to eighty percent (80%) of the remaining fees due under the Agreement for the then-current Subscription term.

Grace Period. If any payment is not received by the Due Date, we will issue a written payment reminder. Customer has a grace period of fifteen (15) calendar days from the Due Date to remit full payment without penalty ("Grace Period").

Late Fees. Balances not paid within the Grace Period may accrue a late fee of one and one-half percent (1.5%) per month (eighteen percent (18%) per annum) on the outstanding balance, or the maximum rate permitted by applicable law, whichever is lower, from the Due Date until the date of full payment.

Collection Costs. If we refer any overdue balance to a collection agency or initiates legal proceedings to collect amounts owed, Customer agrees to reimburse us for all reasonable collection costs, including attorney's fees and court costs.

Notice of Default. If any payment remains unpaid following the Grace Period, we will issue a formal written Notice of Default to Customer's address or email of record. The Notice of Default will specify the outstanding amount, applicable late fees, and the cure period deadline.

Cure Period. Customer shall have thirty (30) calendar days from the date of the Notice of Default ("Cure Period") to remit full payment of all past-due amounts, including accrued late fees, to cure the default.

Acceleration of Contract Value (ACV). Upon the expiration of the Cure Period without full payment, we may, at our election, accelerate the entire remaining unpaid Annual Contract Value, whereupon all fees due through the end of the then-current Subscription Term shall become immediately due and payable in full. Upon acceleration:

• All remaining monthly installments for the then-current Subscription Term become immediately due and payable;
• We may pursue all available legal remedies to collect the accelerated balance; and
• Customer remains liable for all collection costs, attorney's fees, and applicable late fees as set forth above.

Suspension of Services

• Right to Suspend. If Customer fails to cure a payment default within the Cure Period, we may, without further notice, suspend Customer's access to the Service until all past-due amounts, including accrued late fees, are paid in full.
• Continued Obligations. Suspension of Service does not relieve Customer of its payment obligations. All fees, including monthly installments and any accelerated balance, continue to accrue during any period of suspension.
• Data Retention During Suspension. During any suspension period, we will retain Customer data for a period of thirty (30) days. Customer may request reasonable read-only access to its data during this period solely for the purpose of data export.
• Reinstatement. Upon full payment of all past-due amounts, late fees, and any applicable reinstatement fees, we will restore Customer's access to the Service within two (2) business days.

Termination for Non-Payment

• Right to Terminate. If Customer's account remains suspended for more than thirty (30) days due to non-payment, we may terminate the Agreement upon written notice to Customer.
• Effect of Termination. Upon termination for non-payment: (i) all rights granted to Customer under this Agreement immediately cease; (ii) the full accelerated ACV balance becomes immediately due; and (iii) we will retain Customer data for thirty (30) days post-termination before permanent deletion.
• Survival. Customer's payment obligations, and our right to collect outstanding amounts, survive termination of this Agreement.

Custom Pricing for Multi-License Terms

If you have purchased multi-license subscriptions under a custom quote, the terms outlined in that quote will take precedence over the standard terms stated here in the event of any conflict. However, unless explicitly modified by the custom quote, all other terms and conditions in this agreement remain fully enforceable and applicable.

Taxes and Fees

All licensees are responsible for any applicable taxes and fees, which will be calculated at time of purchase and charged accordingly. These amounts may vary based on location and applicable tax regulations.

Access to Site

You will be able to access our Site without having to register any details with us. However, if you choose to create an account or download our app, you will have to provide some information to us in order to do so. See below for more details.

Account Administration; Authorized Users; Access Controls

The Site may permit customers to create accounts, invite or onboard users, and assign roles, permissions, or levels of access (each, a "Customer Authorized User").

You are solely responsible for administering access controls, including assigning appropriate roles and permissions, maintaining least-privilege access, safeguarding credentials, monitoring and auditing access, and promptly revoking access when authorization is no longer appropriate. Amesite does not verify the authorization, identity, or permissions of Customer Authorized Users and disclaims all liability arising from or related to access granted by you, misuse of credentials, unauthorized access resulting from your access controls, or any acts or omissions of your Customer Authorized Users.

Family Portal and Third-Party Access

The Site may offer features that enable customers to grant certain users, family members, or other third parties access to information or functionality through a family portal or similar access mechanism. You solely determine whether to enable such access, which individuals receive credentials, the scope of information shared, and the permissions assigned.

You are solely responsible for verifying the legitimacy, identity, relationship, authority, and entitlement of any individual requesting or receiving access, and for ensuring that such access complies with applicable laws, regulations, and privacy obligations. Amesite does not verify access requests and disclaims all responsibility and liability for unauthorized access, customer misconfiguration, mistaken credentialing, over-permissioning, or any use, disclosure, or misuse of information arising from access granted by you, including any resulting harm or damages.

Use of Site

Our Site, images, data, text, audios, videos, photographs, custom graphics, logos, button icons, descriptions and all other material provided, and the collection and compilation and assembly thereof are the exclusive property of Amesite and are protected by U.S. and international copyright laws.

The contents of our Site may be used for informational purposes only. Any other use of such contents, including the reproduction, modification, distribution, transmission, republication, display or performance of the contents without our prior written consent is expressly forbidden.

Any other trademarks or service marks appearing anywhere on our Site are the property of their respective owners. To the extent any product name or logo does not appear with a trademark (™) does not constitute a waiver of any and all intellectual property rights that Amesite has established in any of its products, features, or service names or logos.

You may not use, reproduce, modify, transmit, display, publish, sell, create derivative works, or distribute by any means, method, or process whatsoever, now known or hereafter developed, any content of this Site for commercial profit or gain. Nothing in these Terms or on the Site shall be construed as conferring any intellectual property or other proprietary rights to you. You agree to observe copyright and other applicable laws and may not use the content in any manner that infringes or violates the rights of any person or entity. We hold all rights to the content on this Site.

As a condition of your use of the Site, you will not use the Site, or any contents or services, for any purpose that is unlawful in any applicable jurisdiction where our Site is being used, or prohibited by these terms, conditions, and notices, and you agree to abide by the terms and conditions set forth in the User Conduct section. You may not use the Site contents or services in any manner that could damage, disable, overburden, or impair any of our equipment or interfere with any other party's use and enjoyment of the Site, or any contents or services. You may not attempt to gain access to any portion of the Site, or any of its contents or services, other than those for which you are authorized.

While every effort is made for the timeliness and accuracy of the Site content and services, we make no warranties either express or implied, and assume no liability or responsibility for the completeness, use, accuracy, reliability, correctness, timeliness or usefulness, of any of the results obtained from its use.

We make no representation or warranty, express or implied, with respect to the content of the Site, or links to other websites, including but not limited to accuracy, completeness, correctness, timeliness or reliability. We make no representation or warranty regarding the merchantability or fitness for a particular purpose or use with respect to any content or services whatsoever that may be accessed through this Site, or the results to be obtained from using the Site. We make no representation or warranty that the Site or content is free from defects or viruses. Your use of external links and third-party websites is at your own risk and subject to the terms and conditions of use for such links and websites.

While every effort is made so that all content provided on the Site does not contain viruses and/or harmful materials, you should take reasonable and appropriate precautions to scan for viruses or otherwise protect your computer or device, and you should have a complete and current backup of the applicable items on your computer or device. We disclaim any liability for the need for services or replacing equipment or data resulting from your use of the Site. While every effort is made for smooth and continuous operation, we do not warrant the Site will operate error free.

By submitting a telephone number to Amesite, you agree that a representative of Amesite can contact you at the number you provide, potentially using automated technology (including texts/SMS messaging) or a pre-recorded message. Your consent is not an obligation to receive any of our services.

Site Uptime

We take all reasonable steps so that our Site is available 24 hours every day, 365 days per year. However, websites do sometimes encounter downtime due to server and other technical issues. Therefore, we will not be liable if this Site is unavailable at any time.

Our Site may be temporarily unavailable due to issues such as system failure, maintenance or repair, or for reasons beyond our control. Where possible, we will try to give our users advance warning of maintenance issues but shall not be obliged to do so. Availability of the Site may also be limited, suspended, or discontinued in certain countries or geographic regions for legal, regulatory, tax, export control, operational, or any other reason, as further described in the Applicable Law section.

User Conduct

When using our Site, you shall not post or send to or from either the Site:

• content for which you have not obtained all necessary consents;
• content that is discriminatory, obscene, pornographic, defamatory, liable to incite racial hatred, in breach of confidentiality or privacy, which may cause annoyance or inconvenience to others, which encourages or constitutes conduct that would be deemed a criminal offense, give rise to a civil liability, or otherwise is contrary to the law in any applicable jurisdiction where our Site is being used;
• content which is harmful in nature including, and without limitation, computer viruses, Trojan horses, corrupted data, or other potentially harmful software or data.

We will fully cooperate with any law enforcement authorities or court order requiring us to disclose the identity or other details or any person posting materials to our Site in breach of this section.

You shall not use our Site while distracted or preoccupied, such as when operating a motor vehicle. You should access our Site only with due regard for your own safety and the safety of others.

Links to and from Third Party Websites

Any links furnished on our Site may allow you to leave our Site. These third party websites are not under our control, and we disclaim any responsibility for the contents of such linked websites, or any link(s) contained in any such linked website(s) or any changes or updates to any of these websites. We further disclaim any responsibility for any form of transmission received from any linked third party website or advertising. We provide these links to you as a convenience to you and inclusion of any link herein shall in no way be construed as an endorsement by us of the website(s).

If you would like to link to our Site, you may only do so on the basis that you link to, but do not replicate, any page of our Site, and subject to the following conditions:

• you do not in any way imply that we are endorsing any services or products unless this has been specifically agreed with us;
• you do not misrepresent your relationship with us or present any false information about us;
• you do not link from a website that is not owned by you; and
• your website does not contain content that is offensive, controversial, infringes any intellectual property rights or other rights of any other person or does not comply in any way with the law of the United States of America.

If you choose to link our Site in breach of this Section, you shall fully indemnify us for any loss or damage suffered as a result of your actions.

Disclaimers

All information on our Site is of a general nature and is furnished for your knowledge and understanding and as an informational resource only. The documents and any related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information contained on our Site. We may make improvements and/or changes to any of the products depicted or described herein at any time. We expressly disclaim any responsibility or liability for any adverse consequences or damages resulting from your use of the Site or reliance on the information from either.

Your use of the Site, the Content, and any Output is at your sole discretion and risk, and you acknowledge and agree that you must apply independent professional judgment, consult other appropriate sources, and not rely on the Site, the Content, or any Output as the sole basis for any decision, determination, or action.

Third-Party Source Materials; No Duty to Update

The Site, the Content, and any Output may reference, incorporate, summarize, or rely upon information obtained from third-party sources, including governmental, regulatory, commercial, clinical, or public resources (for example, the U.S. Food and Drug Administration (FDA), the Centers for Disease Control and Prevention (CDC), the Centers for Medicare & Medicaid Services (CMS), MedlinePlus, or other sources). Amesite disclaims any responsibility or liability for the accuracy, completeness, timeliness, availability, withdrawal, modification, correction, or update of any such source materials.

Amesite disclaims any duty to monitor third-party sources or to update the Site, the Content, or any Output in response to changes in such sources.

Compliance readiness, quality assurance, audit-preparedness, or similar tools provided through the Site do not create any duty, obligation, warranty, or guarantee of compliance, audit outcomes, reimbursement, or regulatory approval.

Reimbursement, Audits, and Regulatory Outcomes

The Site may provide tools, information, analyses, or features intended to support compliance readiness, audit preparedness, or reimbursement-related activities. Amesite does not guarantee reimbursement, audit results, survey outcomes, deficiency avoidance, payment determinations, or any regulatory, accreditation, or enforcement outcome.

All reimbursement, audit, survey, and regulatory determinations are made solely by payers, auditors, accrediting bodies, and governmental or regulatory authorities, whose rules, standards, interpretations, and enforcement practices may vary and change over time. You remain solely responsible for all billing, coding, submissions, responses, corrective actions, and compliance decisions, and for ensuring compliance with all applicable laws, regulations, and payer requirements.

Calculators and Automated Calculations

The Site may provide calculators, estimators, scoring tools, or other automated calculation features ("Calculators") for convenience and informational purposes only. Calculators are provided on an "as is" and "as available" basis, and Amesite makes no representations or warranties, express or implied, regarding the accuracy, completeness, reliability, or fitness for a particular purpose of any Calculator or calculation result.

You acknowledge and agree that you are solely responsible for verifying all inputs and outputs of any Calculator and for exercising independent judgment before relying on or using any calculation. Amesite disclaims all liability for any decisions, actions, or outcomes based on Calculator results.

THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER WITH REGARD TO ANY PRODUCTS, INFORMATION OR SERVICE PROVIDED THROUGH THIS SITE, INCLUDING, TITLE, NON-INFRINGEMENT, OR ANY OTHER WARRANTY, CONDITION, GUARANTY, OR REPRESENTATION, WHETHER ORAL OR IN WRITING, OR IN ELECTRONIC FORM.

AMESITE DOES NOT WARRANT OR ASSUME ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION DESCRIBED WITHIN OR DERIVED FROM OUR SITE OR SERVICE.

THE SITE, THE CONTENT, AND THE OUTPUT ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE OR HEALTH CONDITION. YOU AND YOUR AUTHORIZED USERS ARE SOLELY RESPONSIBLE AND LIABLE FOR ANY MEDICAL CONCLUSIONS OR TREATMENT DECISIONS YOU MAKE BASED UPON ANY OUTPUT PROVIDED AND/OR MADE AVAILABLE THROUGH THE SITE. THE SITE, THE CONTENT AND THE OUTPUT IS NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS OR TREATMENT. AMESITE DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATION TO YOU OR ANY AUTHORIZED USER REGARDING THE USE OR PERFORMANCE OF THE SITE, OR ANY COMPONENT THEREOF OR ANY OUTPUT PRODUCED BY THE SITE. AMESITE WILL HAVE NO LIABILITY FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH ANY USE OF THE SITE, AND/OR THE OUTPUT. AMESITE IS NOT RESPONSIBLE FOR ANY DECISIONS TAKEN BY YOU OR ANY OF YOUR AUTHORIZED USERS BASED ON THE OUTPUT PRODUCED AND/OR MADE AVAILABLE THROUGH THE SITE. YOU AND EACH OF YOUR AUTHORIZED USER AGREES THAT ITS USE OF THE SITE, THE OUTPUT, OR ANY COMPONENT THEREOF IS ENTIRELY AT THEIR OWN RISK.

Any information supplied through the Site, even such information is supplied directly by any employee or agent of Amesite, whether by posting or hyperlink on this Site, telephone, e-mail, letter, facsimile or other form of communication, is for informational purposes only, and does not constitute medical, legal, or other professional advice. Health-related information provided through the Site is not a substitute for medical advice and it is important that you not make medical decisions based solely on the information or responses or materials on the Site. The receipt of any questions or feedback you submit to us, and our response thereto, does not create a professional relationship, and does not create any privacy interests or rights other than those described in our Privacy Policy.

Content and AI-Generated Interactions

All use of the Site, the Content, and any Output is undertaken by you in your sole discretion and at your own risk. We are dedicated to providing high-quality technology and services. However, we recognize that neither artificial intelligence (AI) nor human experts are infallible, and there may occasionally be errors in output and/or information on the Site. You agree that we are not responsible for any inaccuracies or for any reliance on the information provided. When you use our Site, you accept the inherent limitations of our Site and understand that the output and/or information might not always be accurate. It is important not to rely exclusively on the output or information on our Site as the sole source of information or as a replacement for professional advice. You agree that you will always verify the accuracy and relevance of the information before using or sharing it, and ensure a human review is conducted for critical uses. You agree to refrain from using the output or information in ways that could affect them in any way without proper oversight. You acknowledge that there may be times when the Site generates incomplete, incorrect, or offensive content, which does not represent Amesite's views. Also, you acknowledge that any mention of third-party products or services by the Site does not imply endorsement by those third parties. You acknowledge and agree that you must exercise independent professional judgment, consult other appropriate sources, and not rely on the Site, the Content, or any Output as the sole basis for any decision, conclusion, or action.

Voice Features

The Site may offer features that enable the capture, recording, transcription, or analysis of voice input ("Voice Features"). Use of Voice Features is optional and is provided on an "as is" and "as available" basis. Amesite makes no representations or warranties regarding the accuracy, completeness, or reliability of any transcription, analysis, or output generated from voice input.

You are solely responsible for obtaining all required notices, consents, permissions, and authorizations to record, process, transmit, or analyze voice data, including from patients, family members, staff, or any other individuals whose voice may be captured. You remain solely responsible for reviewing, verifying, and approving any transcription, analysis, or output generated from voice input before relying on or using it for any purpose.

Third-Party Processors for Voice

Amesite may use third-party service providers to support Voice Features, including voice capture, recording, transcription, analysis, or related processing (collectively, "Voice Processors"). Amesite does not control and is not responsible for the availability, acts, omissions, performance, or failures of any Voice Processor.

To the extent voice data, including protected health information, is processed by third parties on behalf of a customer, such processing is governed by applicable agreements, policies, and legal requirements, including Amesite's Privacy Policy and, where applicable, a Business Associate Agreement (BAA) between Amesite and the relevant third-party provider. Any use of voice data by third-party providers for service improvement, model enhancement, or technology development shall occur only as permitted by such agreements and applicable law. You should review the Privacy Policy and any applicable BAA for additional information regarding data handling and disclosures.

Documentation Tools; No Guarantee of Compliance or Completeness

The Site may provide templates, forms, checklists, or other documentation tools ("Documentation Tools") for your convenience. These Documentation Tools are provided "as is" and do not constitute legal, regulatory, or clinical advice. Amesite makes no representations or warranties, express or implied, regarding the completeness, correctness, suitability for a particular payer, regulator, or jurisdiction, or compliance with any law, regulation, or policy of any Documentation Tool.

You acknowledge and agree that it is your sole responsibility to determine how to document and use any Documentation Tools. You remain fully responsible for ensuring that all documentation, submissions, or records comply with applicable laws, regulations, payer requirements, or internal policies, without exception.

Quality Assurance and Compliance Signals

The Site may include quality assurance, audit-preparedness, or compliance-related features that identify, flag, score, or suggest potential issues, gaps, or anomalies in documentation, billing, clinical workflows, or other activities ("Compliance Signals"). Compliance Signals are provided for informational purposes only and do not constitute legal, regulatory, clinical, or billing advice.

Amesite does not guarantee that Compliance Signals will identify all issues, errors, omissions, or noncompliance, and has no obligation to detect, monitor, warn, notify, or escalate any compliance, clinical, billing, documentation, or regulatory matters. Amesite disclaims all liability for any Compliance Signals provided, as well as for any failure to provide a Compliance Signal, including any warnings given or not given. You remain solely responsible for compliance determinations, corrective actions, submissions, and decisions.

Representations and Warranties

You represent and warrant that: (i) you have all rights and permissions necessary to provide us with or grant us access to and use of any and all data you enter into the Site, including, but not limited to personal information and/or protected health information, (ii) obtained all necessary and appropriate consents, permissions, and authorizations in accordance with all applicable laws and regulations with respect to any and all data you enter into the Site, including but not limited to, consents from patients, their parents and/or legal guardians, and authorization for the use, exchange and disclosure of any applicable protected health information (collectively, "Consents"); (iii) you will maintain records of such Consents for the time period required by applicable laws and regulations; and (iv) you shall not provide, submit or otherwise process any data through the Site unless permitted by law to do so. You further represent and warrant that you are responsible for using Documentation Tools in compliance with applicable legal, regulatory, and payer requirements.

Limitation of Liability

YOUR USE OF OUR SITE IS ENTIRELY AT YOUR OWN RISK. WE WILL NOT BE RESPONSIBLE TO YOU OR TO ANY THIRD PARTIES FOR ANY DIRECT OR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OR LOSSES OR INJURY YOU MAY INCUR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE SITE OR THE SERVICES AND/OR PRODUCTS, OR YOUR RELIANCE ON OR USE OF THE SITE, THE INFORMATION, PRODUCTS OR SERVICES PROVIDED, INCLUDING, WITHOUT LIMITATION, ANY DOCUMENTATION TOOLS, FORMS, TEMPLATES, COMPLIANCE SIGNALS, QUALITY ASSURANCE FEATURES, THIRD-PARTY ACCESS FEATURES, CALCULATORS, AUTOMATED CALCULATIONS, VOICE FEATURES, THIRD-PARTY VOICE PROCESSORS, OR THIRD-PARTY SOURCE MATERIALS, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OR ANY FAILURE OF PERFORMANCE, OR ANY OF THE DATA OR OTHER MATERIALS TRANSMITTED THROUGH OR RESIDING ON OUR SITE, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, EVEN IF WE HAVE ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS.

Indemnification

You agree to defend, indemnify, and hold us, our officers, directors, employees, volunteers, agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from or alleged to result from, your use of and access to the Site or your violation of these Terms or your violation of any third party right, including without limitation any trademark, copyright or other proprietary or privacy right.

This indemnification obligation includes, without limitation, claims arising from or related to: (i) your onboarding, authorization, or management of Customer Authorized Users; (ii) assignment of roles, permissions, or access privileges; (iii) failure to maintain appropriate access controls; (iv) the acts or omissions of any Customer Authorized User granted access by you; (v) failure to obtain required notices, consents, permissions, or authorizations for voice, data, or other information processing; (vi) use of Calculators or automated calculation features; and (vii) sharing or disclosure of information through the any third-party access features.

Assignment

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you.

Applicable Law

We make no representations that the content or the Site is appropriate or may be used or downloaded outside the United States. Access to the Site and/or the content may not be legal in certain countries outside the United States. If you access the Site from outside the United States, you do so at your own risk and are responsible for compliance with the laws of the jurisdiction from which you access the Site.

Our Site is created and controlled by the State of Michigan, United States of America. The Site, and its contents, and any disputes arising therefrom shall be construed and interpreted under the laws of the State of Michigan and applicable United States federal laws. Use of our Site constitutes agreement of the user to the jurisdiction of the state and federal courts located therein.

Our Site is subject to the United States export control laws and regulations and may be subject to export or import regulations in other countries. You agree to strictly comply with all such laws and regulations and acknowledge that you have the responsibility to obtain authorization to export, re-export, or import of any data on our Site, as may be required. Amesite reserves the right, at any time and in its sole discretion, to restrict, suspend, or discontinue availability of the Site or any portion thereof in any country or geographic region for legal, regulatory, tax, export control, operational, risk-management, or any other reason, without liability to the extent permitted by applicable law.

Scope of Terms

You agree that these Terms apply to all users of the Site, including individuals, businesses, organizations, and their affiliates. For purposes of these Terms, "affiliates" includes, but is not limited to, parent companies, subsidiaries, corporate offices, franchise operators, franchisors, franchisees, employees, contractors, agents, related entitles or representatives acting on behalf of any of the above.

By using the Site, entering data into the Site, or engaging in discussions with Amesite or its representatives, you agree that these Terms govern not only your use of the Site but also the use by your affiliates. You further agree that all obligations, acknowledgments, consents, and waivers outlined in these Terms extend to your affiliates as though they were your own actions or agreements.

Site Innovation

You acknowledge and agree that Amesite may engage in confidential discussions with you or your affiliates, without transferring any rights, title, or interest in Amesite's intellectual property. Any ideas, concepts, methods, processes, inventions, designs, or other intellectual property ("Innovations") developed by Amesite as a result of such discussions, or as a result of your use of the Site or data you or your affiliates provide, shall be the sole and exclusive property of Amesite.

You and your affiliates expressly waive any claims of ownership, compensation, or other rights related to Innovations developed by Amesite, including those derived from data you input, discussions with Amesite, or other contributions to the Site.

Your use of the Site does not grant you or your affiliates any rights to Amesite's preexisting intellectual property or to any Innovations developed during or after your use of the Site. Additionally, you and your affiliates waive any claims of ownership or compensation related to Amesite's Innovations, including those derived from data, discussions, feedback, or other contributions.

You agree that Amesite retains the right to use anonymized and aggregated data, derived from your use of the Site or its services, to develop or improve its products, services, algorithms, or other proprietary technologies. Any Innovations or intellectual property resulting from such use shall remain exclusively owned by Amesite.

Your use of the Site or engagement with Amesite does not transfer any rights or ownership of Amesite's preexisting intellectual property to you or any third party. Similarly, any feedback, suggestions, or recommendations you or your affiliates provide to Amesite regarding the Site, products, or services are entirely voluntary and may be used by Amesite without obligation or compensation. All resulting intellectual property shall remain Amesite's exclusive property.

These terms apply regardless of the jurisdiction in which the parties are located or where the data is entered or discussions occur.

General

These Terms, together with the Privacy Policy, other terms or legal notices published by us on the Site, and any other applicable agreements, shall constitute the entire agreement between us concerning use of the Site. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

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