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Last Updated December 21, 2024

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These General Terms and Conditions (the “Terms”) are entered into between ASMOne, Inc. (“Company”) and the entity that has executed an Order that references and incorporates these Terms by reference (“Customer”), and governs Customer’s access to and use of the Services described on such Order. An “Order” means any written order form, statement of work, or other ordering document signed by Company and Customer referencing these Terms, and containing the pricing, subscription term, and other specific terms and conditions applicable to Customer’s access to and use of the Platform and any related Services. These Terms and the Order, constitute the complete understanding between the parties on the subject matter herein (“Agreement”) and is effective on the earlier of: (a) the date that the Order is fully executed by the parties, or (b) Customer’s initial access to and use of the Platform (“Effective Date”). By entering into a Order and/or otherwise accessing or using the Platform, Customer agrees to be bound by these Terms and the other terms and conditions of the Agreement. If Customer does not accept these Terms, Customer is not authorized to access or use the Platform or Services.

Please note that these Terms are subject to change by Company in its discretion at any time. When changes are made, Company will make a copy of the updated Terms available to Customer via email or at the Company website and update the “Last Updated” date at the top of these Terms. If Company makes material changes to these Terms, Company will provide written notice of such material changes and attempt to notify Customer by sending an email notice to Customer. Any changes to the Terms will be effective upon the earlier of (a) thirty (30) days after the “Last Updated” date at the top of these Terms, or (b) Customer’s consent to and acceptance of the updated Terms if Company provides a mechanism for Customer’s immediate acceptance in a specified manner (e.g., clickthrough acceptance), which Company may require before further access to and use of the Platform is permitted.

TABLE OF CONTENTS

1. DEFINITIONS

Capitalized terms shall have the meanings set forth in this section, or in the section where they are first used.

• 1.1 “Access Protocols” means the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Customer or any Authorized Users to access the Services.
• 1.2 “Aggregated Data” means data and information related to Customer Data and/or Customer’s use of the Services that is used by Company in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
• 1.3 “Applicable Data Protection Laws” means any applicable Laws, regulations, orders, or judgments issued by a governmental authority that govern the privacy, security, confidentiality, protection, processing or transfer of the Personal Data or that govern the rights of Authorized Users or other data subjects with regard to that Personal Data, including but not limited to the Health Insurance Portability and Accountability Act, as amended by the Health Information Technology for Economic and Clinical Health Act, and their implementing regulations (collectively, “HIPAA”).
• 1.4 “Authorization” means an express consent and authorization from each Authorized User and from each Patient permitting, under all Applicable Data Protection Laws, the Personal Data and other Customer Data relating to that Authorized User or Patient User to be Processed by Company solely as contemplated by this Agreement.
• 1.5 “Authorized User” means any individual who is an employee or independent contractor of Customer, or such other individual, as may be authorized by the Customer to access the Services pursuant to Customer’s rights under this Agreement.
• 1.6 “Business Associate Agreement” or “BAA” means Company’s business associate agreement setting forth the conditions under which Company may create, receive, maintain or transmit PHI, as described in 45 C.F.R. § 164.504(e) and § 164.314(a).
• 1.7 “Connected Accounts” means any third-party platform, website, or service, connected to, or integrated with, the Platform or Services, or accessed in connection with the Services, by or on behalf of Customer, including by application programming interface or use of Customer’s account credentials, such as the Customer’s practice management systems, electronic health records, or payor websites.
• 1.8 “Connected Account Data” means any data collected from, or provided by, any Connected Account.
• 1.9 “Customer Data” means, other than Aggregated Data, (a) Connected Account Data; (b) Inputs; (c) Outputs; and (d) information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the use of the Platform or Services, including via CSV or application programming interface.
• 1.10 “Documentation” means Company-provided user documentation, in all forms, relating to the Services and Platform in hard copy or electronic form (e.g. user manuals and online help files).
• 1.11 “Generic Template” means the templates that can form the basis for workflows, categorizations, or other aspects of the Services, including the components thereof (e.g., formats, layers, styles, settings, etc.) (“Generic Elements”).
• 1.12 “Integration Tools” means any coding, programming or design techniques, architecture, methodology, APIs, functions, software code, applications, knowledge, experience, and know how developed by Company related to the integration, implementation, connection and/or onboarding of any Connected Account. For clarity, Integration Tools do not include Connected Accounts, including access credentials to any Connected Accounts, or any confidential information of Customer.
• 1.13 “Input” means information, data, materials, text, Inputs, images, or other content that is (i) input, entered, posted, uploaded, submitted, transferred, transmitted, or otherwise provided or made available for processing by or through the Services, or (ii) collected, downloaded, or otherwise received by the Services.