Terms of Service

Effective: April 1, 2026

These Terms of Service ("Terms") govern your access to and use of the compute orchestration platform and related services (the "Services") provided by Clique Health, Inc. ("Clique," "we," "us," or "our"). By accessing or using the Services, you agree to be bound by these Terms.

1. License and Access

Subject to these Terms and payment of applicable fees, Clique grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services during the subscription term solely for your internal business operations. You do not acquire any ownership rights in the Services. All rights not expressly granted are reserved by Clique.

2. Account Responsibilities

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to:

• Provide accurate and complete registration information
• Promptly notify us of any unauthorized access or security breach
• Ensure that authorized users comply with these Terms
• Maintain appropriate administrative, physical, and technical safeguards

3. Acceptable Use

You agree not to:

• Use the Services in violation of any applicable law or regulation, including HIPAA
• Reverse engineer, decompile, or disassemble any aspect of the Services
• Attempt to gain unauthorized access to any systems or networks connected to the Services
• Interfere with or disrupt the integrity or performance of the Services
• Use the Services to store or transmit malicious code
• Resell, sublicense, or make the Services available to third parties without authorization
• Use the Services to process data in a manner inconsistent with applicable BAAs

4. Customer Data

You retain all rights to data you submit to the Services ("Customer Data"). You grant Clique a limited license to process Customer Data solely to provide the Services. We will handle any Protected Health Information (PHI) in accordance with the applicable Business Associate Agreement. Upon termination, we will return or delete Customer Data in accordance with your agreement.

5. Fees and Payment

Fees are set forth in your Order Form or subscription agreement. Unless otherwise specified, fees are due within 30 days of invoice. Late payments may accrue interest at 1.5% per month or the maximum rate permitted by law. We reserve the right to suspend access for overdue accounts after providing 15 days written notice.

6. Confidentiality

Each party agrees to protect the other party's Confidential Information with at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care. Confidential Information does not include information that is publicly available, independently developed, or rightfully received from a third party without restriction.

7. Warranties and Disclaimers

Clique warrants that the Services will perform materially in accordance with the applicable documentation during the subscription term. EXCEPT FOR THE EXPRESS WARRANTY ABOVE, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." CLIQUE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLIQUE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO CLIQUE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL CLIQUE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE THEORY OF LIABILITY.

The foregoing limitations shall not apply to liability arising from (a) Clique's breach of its obligations regarding PHI under an applicable BAA, (b) either party's indemnification obligations, or (c) either party's breach of confidentiality obligations.

9. Indemnification

Clique will defend you against third-party claims alleging that your authorized use of the Services infringes a third party's intellectual property rights, and will indemnify you against damages finally awarded. You will defend and indemnify Clique against claims arising from your use of the Services in violation of these Terms or applicable law.

10. Term and Termination

These Terms remain in effect for the duration of your subscription. Either party may terminate for cause if the other party materially breaches these Terms and fails to cure within 30 days of written notice. Upon termination, your access to the Services will cease. Sections relating to confidentiality, limitation of liability, indemnification, and governing law survive termination.

11. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles. Any disputes arising under these Terms shall be resolved exclusively in the state or federal courts located in Wilmington, Delaware, and each party consents to the personal jurisdiction of such courts.

12. Modifications

We may update these Terms from time to time. We will provide at least 30 days notice of material changes. Continued use of the Services after the effective date of changes constitutes acceptance. If you do not agree to the updated Terms, you may terminate your subscription.

13. Contact

For questions about these Terms, please contact us at legal@cliquehealth.com.