Terms of Service

1. Acceptance of these Terms.

These Terms of Service (the "Terms") form a binding legal agreement between you ("you" or "User") and ARKA Health, Inc., a Delaware corporation ("ARKA," "we," "us," or "our"), governing your access to and use of the website located at arkahealth.com and any related subdomains, applications, application programming interfaces, demonstrations, content, and services made available by ARKA (collectively, the "Services"). By accessing or using the Services, you represent that you have read, understood, and agreed to be bound by these Terms and by ARKA's Privacy Policy, which is incorporated by reference. If you do not agree, you must not access or use the Services. If you access the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization, and "you" refers to both you and that organization.

2. Eligibility.

You must be at least eighteen (18) years of age and capable of forming a legally binding contract to use the Services. If you use the Services in a professional clinical context, you represent that you are a duly licensed healthcare professional or are acting under the supervision of one, and that your use of the Services complies with all professional, regulatory, and institutional obligations to which you are subject.

3. The Services are decision support, not medical advice.

ARKA provides Non-Device Clinical Decision Support software within the meaning of §520(o)(1)(E) of the Federal Food, Drug, and Cosmetic Act, 21 U.S.C. § 360j(o)(1)(E). The Services display recommendations, appropriateness scores, citations, and ancillary analytics that a licensed healthcare professional may independently review. The Services do not diagnose, treat, cure, mitigate, or prevent any disease or condition; do not replace the independent professional judgment of a licensed healthcare professional; and are not intended to direct clinical management. The clinician retains sole responsibility for every clinical decision, including the decision to order, modify, or forgo any imaging study, medication, device, or treatment. You agree not to rely on the Services as a substitute for professional medical advice, diagnosis, or treatment.

4. Demonstrations are illustrative only.

Any interactive demonstration available through the Services — including, without limitation, ARKA-CLIN, ARKA-ED, ARKA-INS, the Rural Platform, and the CDS Hooks Live Demo — uses synthetic or fictional clinical scenarios for illustration. Outputs from such demonstrations are not clinical recommendations for any real patient. You must not submit Protected Health Information, payer-confidential information, or other regulated data through any public demonstration.

5. License grant.

Subject to your continuing compliance with these Terms, ARKA grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services solely for your internal evaluation or, where you and ARKA have executed a separate written agreement, for the purposes set forth in that agreement. No other rights are granted by implication, estoppel, or otherwise.

6. Restrictions.

You shall not, and shall not permit any third party to: (a) copy, modify, translate, adapt, or create derivative works of the Services or any part thereof; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, models, weights, architecture, or training data of the Services, except to the extent such restriction is prohibited by applicable law; (c) sell, resell, lease, sublicense, distribute, time-share, or use the Services for the benefit of any third party except as expressly permitted herein; (d) circumvent, disable, or interfere with any security, rate-limiting, or access-control feature of the Services; (e) use the Services to develop, train, fine-tune, or improve any competing product, model, or service; (f) scrape, crawl, harvest, or otherwise extract data from the Services in bulk or by automated means; (g) submit any content that is unlawful, infringing, defamatory, harassing, harmful, deceptive, or that violates the rights of any third party; (h) submit any Protected Health Information through public-facing demonstrations; or (i) use the Services in violation of any applicable law, regulation, or third-party right.

7. Your content.

"Your Content" means any text, scenario, file, or other material you submit to the Services. As between you and ARKA, you retain all rights in Your Content. You grant ARKA a worldwide, royalty-free, sublicensable license to host, store, transmit, display, and process Your Content solely to provide and improve the Services, to comply with law, and to enforce these Terms. You represent and warrant that you have all rights necessary to grant that license and that Your Content does not include PHI submitted in violation of Section 6.

8. Intellectual property.

The Services, including all software, models, algorithms, content, designs, trademarks, service marks, logos, and the look-and-feel of the Site, are owned by ARKA or its licensors and are protected by United States and international intellectual property laws. "ARKA," "ARKA-CLIN," "ARKA-ED," "ARKA-INS," "AIIE," "SimEHR" (a simulated EHR environment; not affiliated with, endorsed by, or containing software of any EHR vendor), and the ARKA logo are trademarks of ARKA Health, Inc. All rights not expressly granted to you in these Terms are reserved by ARKA.

9. Feedback.

If you submit suggestions, ideas, enhancement requests, or other feedback regarding the Services ("Feedback"), you grant ARKA a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use, exploit, and incorporate the Feedback into the Services and any other ARKA product or service, without any obligation or compensation to you.

10. Third-party services and content.

The Services may interoperate with or display content from third-party services (including, without limitation, electronic health record systems, FHIR-conformant data sources, citation databases, and analytics providers). ARKA does not endorse and is not responsible for any third-party service or content. Your use of any third-party service is governed by that third party's terms and policies.

11. Disclaimer of warranties.

EXCEPT AS EXPRESSLY STATED IN A SEPARATE WRITTEN AGREEMENT SIGNED BY AN AUTHORIZED OFFICER OF ARKA, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS, AND ARKA AND ITS LICENSORS DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. ARKA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, FREE OF HARMFUL COMPONENTS, OR THAT ANY DEFECT WILL BE CORRECTED. ARKA DOES NOT WARRANT THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY RECOMMENDATION, SCORE, ALTERNATIVE, OR CITATION DISPLAYED BY THE SERVICES, AND YOU ASSUME ALL RISK ARISING FROM ANY CLINICAL OR BUSINESS DECISION MADE IN CONNECTION WITH THE SERVICES.

12. Limitation of liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ARKA, ITS AFFILIATES, OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY (A) INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES; (B) DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR COST OF SUBSTITUTE GOODS OR SERVICES; OR (C) DAMAGES ARISING FROM A CLINICAL DECISION, DIAGNOSIS, TREATMENT, OR OUTCOME, IN EACH CASE WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT ARKA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, ARKA'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (I) THE AMOUNTS PAID BY YOU TO ARKA UNDER A SEPARATE WRITTEN AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (II) ONE HUNDRED U.S. DOLLARS (US$100). THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS IN THIS SECTION ARE AN ESSENTIAL BASIS OF THE BARGAIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES; IN SUCH JURISDICTIONS, ARKA'S LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

13. Indemnification.

You shall defend, indemnify, and hold harmless ARKA and its affiliates, and its and their officers, directors, employees, agents, and licensors, from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your access to or use of the Services; (b) your violation of these Terms; (c) Your Content, including any claim that Your Content infringes or misappropriates any third-party right or includes PHI submitted in violation of these Terms; (d) any clinical decision, diagnosis, or treatment in connection with the Services; or (e) your violation of any applicable law, regulation, or third-party right.

14. Suspension and termination.

ARKA may suspend or terminate your access to the Services at any time, with or without notice, for any reason, including suspected violation of these Terms. Upon termination, all licenses granted to you will immediately terminate, and you must cease all use of the Services. Sections 3, 4, 6, 7, 8, 9, 11, 12, 13, 15, 16, 17, 18, and 19 survive termination.

15. Changes to the Services and to these Terms.

ARKA may modify, suspend, or discontinue the Services, in whole or in part, at any time. ARKA may revise these Terms from time to time by posting an updated version on the Site. Material changes will be indicated by the "Last updated" date at the top. Your continued use of the Services after the revised Terms become effective constitutes your acceptance of the revised Terms. If you do not agree to a revision, your sole remedy is to cease using the Services.

16. Governing law and venue.

These Terms and any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. Subject to Section 17, the state and federal courts located in Delaware shall have exclusive jurisdiction over any action not subject to arbitration, and each party irrevocably consents to such jurisdiction and venue and waives any objection based on forum non conveniens.

17. Binding arbitration; class-action waiver.

Except for (a) claims for injunctive or other equitable relief to protect intellectual property or confidential information, and (b) small-claims actions filed in a court of competent jurisdiction, any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved exclusively by final and binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures then in effect. The arbitration shall take place in Wilmington, Delaware, before a single arbitrator, and judgment on the award may be entered in any court of competent jurisdiction. YOU AND ARKA EACH WAIVE ANY RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE PROCEEDING. The arbitrator shall not have authority to consolidate the claims of more than one person or to preside over any form of class proceeding. If this Section is held unenforceable as to any claim, that claim shall be severed and litigated in the courts identified in Section 16, while the remainder of this Section continues to apply.

18. Export and sanctions compliance.

You shall comply with all applicable export-control and sanctions laws of the United States and other applicable jurisdictions. You represent that you are not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. sanctions, and that you are not listed on any U.S. government list of prohibited or restricted parties.

19. Miscellaneous.

These Terms, together with the Privacy Policy and any separate written agreement signed by an authorized officer of ARKA, constitute the entire agreement between you and ARKA regarding the Services and supersede all prior or contemporaneous agreements, communications, and proposals on the subject. If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. ARKA's failure to enforce any right or provision shall not constitute a waiver. You shall not assign these Terms without ARKA's prior written consent; any purported assignment in violation of this Section is void. ARKA may assign these Terms in its sole discretion, including in connection with a merger, acquisition, financing, or sale of assets. Notices to ARKA shall be sent to legal@getarka.health.

20. Contact.

ARKA Health, Inc. | Attn: Legal | legal@getarka.health.