Terms of Service

Sapi3nt Health provides a platform for licensed healthcare professionals to upload and share de-identified health information and collaborate with other licensed healthcare professionals. SAPI3NT HEALTH IS NOT A HEALTHCARE PROVIDER. THE SERVICES ARE FOR INFORMATIONAL PURPOSES ONLY AND ARE NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. YOU ACKNOWLEDGE THAT THE USE OF THE SERVICES FOR SUCH PURPOSES BY YOU MAY CONSTITUTE A VIOLATION OF LAWS APPLICABLE TO THE PRACTICE OF MEDICINE OR OTHER HEALTHCARE PROFESSION(S), AND YOU AGREE THAT YOU WILL NOT USE THE SERVICES FOR SUCH PURPOSES.

You may not submit Protected Health Information regulated by HIPAA or any other identifiable health information to the Services. You are responsible for ensuring that all content you submit to the Services does not contain any of the following data elements and has otherwise been de-identified in accordance with applicable law prior to submission:

• Names
• All geographical subdivisions smaller than a State or Province, including street address, city, county, precinct, zip code, and their equivalent geocodes (except for the initial three digits of a zip code under certain conditions)
• All elements (except year) for dates directly related to an individual, including birth date, admission date, discharge date, date of death, and exact age if over 89
• Phone numbers, fax numbers, personal electronic mail addresses
• Social security or social insurance numbers, national identity numbers, or equivalents
• Medical record numbers; health card numbers; health plan beneficiary numbers; health insurance account numbers
• Account numbers; certificate/license numbers
• Vehicle identifiers and serial numbers, including license plate numbers
• Device identifiers and serial numbers; web URLs; IP address numbers
• Biometric identifiers, including finger and voice prints
• Full face photographic images and any comparable images
• Photographic images of scars, tattoos, piercings, etc. which would allow for an identification
• Any other unique identifying number, characteristic, or code

The Services utilize artificial intelligence technologies, which may include large language models, to power certain features. AI-generated outputs are provided for informational purposes only, and you agree that you are solely responsible for reviewing and verifying any AI-generated content before relying on it.

We value your privacy. Please review our Privacy Policy for information about how we collect and use your personal information.

The Services enable healthcare professionals to upload de-identified health information on cases, and collaborate with other healthcare professionals. Sapi3nt Case Vault allows users to submit media through SMS, MMS or Rich Communication Services ("RCS").

We provide the Services for use only by persons located in the United States, Canada, Australia, South Korea, Switzerland, the United Kingdom, and the European Union. We make no claims or representations that the Services or any material included in the Services are accessible or appropriate outside of these locations. If you access the Services from outside these locations, you do so at your own risk and are solely responsible for compliance with local laws, including export laws as applicable.

Our Services are intended for use only if you are 18 years of age or over, based in one of the supported regions, and agree to be legally bound by and comply with these Terms. To qualify to use the Services as a healthcare professional, you must hold a license to practice your healthcare profession.

We operate a transactional text messaging program that allows registered users to submit case media (including voice notes, photos and videos) to the Sapi3nt Case Vault number via SMS, MMS, or RCS. This requires an opt-in from the user to register. Users receive a confirmation message upon successful receipt and processing of their submission. This program is operational in nature and does not send promotional or marketing messages.

When opted-in, you will receive text messages (SMS/MMS/RCS) to your mobile number. Users can opt out of this service at any time by texting “STOP” to the phone number. After texting “STOP” to us, we may send you an SMS reply to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from us. To sign up again, users can text “START” and we will start sending SMS messages to you again.

If you are experiencing any issues, you can reply with the keyword “HELP.” Or, you can get help directly from us at Support@sapi3nt.com. Carriers are not liable for delayed or undelivered messages. Message and data rates may apply for any messages sent to you from us and to us from you. Message frequency will vary based on account activity (usage of the text messaging program).

If you have any questions about your text plan or data plan, please contact your wireless provider. If you have any questions regarding privacy, please read our Privacy Notice.

By providing your phone number and creating an account, you expressly consent to receive electronic communications from us (e.g., via email to the email address you provide, text message to a mobile phone number you provide, or through push notifications), including operational notices about your account and other transactional information. Consent to receiving text messages is not required to receive products or services from us. Message frequency may vary, and your carrier's message and data rates may apply. You can opt out of receiving future email or text message communications by following the opt out or unsubscribe instructions in the communication.

You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. Your use of a keypad, mouse, or other device to select an item, button, icon, or similar act while using the Services constitutes your signature, acceptance, and agreement as if actually signed by you in writing.

As between you and us, we are the sole and exclusive owner of all right, title and interest in and to the Services and their content, features and functionality (the "Services Content"), and any associated copyrights, patents, or other intellectual property rights. You are not permitted to reproduce, publish, distribute, modify, reverse engineer, disassemble, create derivative works of, publicly display, publicly perform, republish, download, store, transmit, sell, or exploit in any way, in whole or in part, any of the Services or Services Content except as permitted by these Terms.

Certain names, logos, and other materials displayed in and through the Services may constitute trademarks, trade names, service marks or logos ("Marks") of Sapi3nt Health or its affiliates. You are not authorized to use any such Marks without our express written permission.

Subject to your compliance with these Terms, we hereby grant to you a personal, limited, revocable, non-exclusive, and nontransferable right to view, download, access, and use the Services and Services Content solely for your personal and non-commercial use and only as permitted under these Terms. No other right, title, or interest in or to the Services or Services Content is transferred to you, and all rights not expressly granted are reserved by us and our licensors.

The Services may allow you to upload, store, and share User Content. You hereby grant Sapi3nt Health a worldwide, royalty-free, non-exclusive, transferable, perpetual, and irrevocable license to use, distribute, transmit, reproduce, modify, publish, translate, publicly perform and display, and create derivative works of your User Content, except as otherwise prohibited by applicable law. You waive any right to compensation of any type for your User Content.

You represent and warrant that you have obtained all consents, authorizations, rights, and other permissions necessary to submit User Content to the Services and grant the rights in this section, and that use of your User Content by us does not and will not violate any law.

We may, but are not obligated to, review your User Content and may delete or remove your User Content (without notice) from any of the Services in our sole discretion.

If you provide any Feedback to us in connection with the Services, you hereby grant to Sapi3nt Health a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable, and fully sublicensable license to reproduce, distribute, perform and display, create derivative works of, adapt, modify, and otherwise use, analyze, and exploit such Feedback, in any format or media now known or hereafter developed, and for any purpose. You acknowledge and agree that Feedback is not confidential, and that we are free to use any Feedback for any purpose.

These Terms and your use of the Services shall be governed by the laws of the State of Texas, without giving effect to the principles of conflict of laws. Subject to the requirement to arbitrate set forth in this section, exclusive jurisdiction for all disputes that do not require arbitration will be the state and federal courts located in Austin, Texas, and you consent to the jurisdiction of those courts.

You agree to first attempt to resolve any dispute, claim or controversy with us arising out of or relating to these Terms or the Services informally by contacting Support@sapi3nt.com with a description of the dispute. If we cannot resolve your dispute informally within 30 days, you and we each agree to a dispute resolution process requiring individual arbitration as set forth in this section.

You agree that any disputes that you and we are unable to resolve informally will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court, and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

You will also have the right to litigate any other dispute if you provide us with written notice to opt out of arbitration ("Arbitration Opt-out Notice") by email at Support@sapi3nt.com within thirty (30) days following the date you first accept these Terms.

The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes then in effect. The AAA Rules are available at https://www.adr.org/Rules. The Federal Arbitration Act will govern the interpretation and enforcement of this section.

Unless you agree with us otherwise, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that are submitted to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary.

The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator's award of damages must be consistent with the terms of the "Limitation of Liability" section above as to the types and amounts of damages for which a party may be held liable.

Your responsibility to pay any AAA filing, administrative, and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, we will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought was frivolous or was brought for an improper purpose.

YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and we agree otherwise in writing, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE AGAINST THE OTHER THAT IS SUBJECT TO ARBITRATION PURSUANT TO THESE TERMS, THEN YOU OR WE MUST COMMENCE SUCH DISPUTE BY DELIVERY OF A NOTICE OF ARBITRATION WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES — OR IT WILL BE FOREVER BARRED.

No waiver by us of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by us to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

Neither these Terms, nor any Services Content, materials, or features of the Services create any partnership, joint venture, employment, or other agency relationship between us and you. You may not enter into any contract on our behalf or bind us in any way.

You agree that any violation, or threatened violation, by you of these Terms constitutes an unlawful and unfair business practice that will cause us irreparable and unquantifiable harm. You also agree that monetary damages would be inadequate for such harm and consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate.

You may not assign any of your rights under these Terms, and any such attempt will be null and void. We may assign these Terms, in whole or in part, at any time without consent.

All parts of these Terms apply to the maximum extent permitted by law. If we cannot enforce a part of this contract as written, then that part will be replaced with terms that most closely match the intent of the part we cannot enforce, to the extent permitted by law. The invalidity of part of these Terms will not affect the validity and enforceability of the remaining provisions.

This is the entire agreement between you and Sapi3nt Health relating to the subject matter herein and supersedes all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to said subject matter.