Subscription Terms
Overview
These Subscription Terms form a binding agreement between Kinetically, Inc. and customers using their subscription-based software services. Acceptance occurs through account creation, order placement, or service access.
1. Definitions
Key terms include:
- Account: Customer's access portal
- Authorized User: Employee or contractor permitted to use services
- Customer Data: User-submitted content and information
- Subscription Services: Kinetically's hosted software offering and tools
- Usage Data: Technical logs and performance metrics
2. Subscription Services
Kinetically grants customers a limited, non-exclusive right to access services during the subscription period for internal business use, in accordance with their selected plan.
3. Orders and Plan Scope
Subscriptions are purchased through online signup. Customer rights depend on their selected plan, which may limit users, locations, patients, storage, features, and support levels. Customers cannot exceed purchased limits without written permission.
4. Authorized Users and Account Responsibility
Customers are responsible for all account activity and user actions. They must maintain credential confidentiality, manage user access appropriately, and ensure compliance. Unauthorized access must be reported promptly.
5. Customer Responsibilities
Customers must provide necessary systems and connectivity, obtain required rights and permissions for their data, comply with applicable laws and professional standards, and review all outputs independently before reliance.
Critically, customers bear sole responsibility for all clinical, treatment, documentation, coding, and billing decisions.
6. No Medical, Legal, or Reimbursement Advice
The services assist with motion capture, measurement, and reporting but do not provide medical advice, diagnoses, treatment recommendations, legal guidance, or reimbursement advice. "Kinetically does not replace the independent judgment of licensed clinicians" and customers must independently verify outputs.
7. Acceptable Use
Prohibited uses include:
- Violating laws or regulations
- Interfering with service operations
- Unauthorized access attempts
- Malware introduction
- Reverse engineering or data scraping
- Building competing products
- Using as sole basis for clinical decisions
- Exceeding subscription limits
Kinetically may suspend access for violations.
8. Fees and Payment
All fees are stated in U.S. dollars, non-cancelable, and non-refundable unless otherwise specified. Customers authorize recurring charges. Non-payment may result in interest charges, access suspension, or termination.
9. Taxes
Customers are responsible for applicable taxes except those based on Kinetically's income.
10. Subscription Term and Renewal
The initial term begins upon access. Subscriptions automatically renew unless canceled before renewal dates. Kinetically may adjust renewal pricing with advance notice.
11. Cancellation
Customers may cancel anytime through account settings or support contact. Cancellation takes effect at the current term's end. No refunds apply except as required by law.
12. Suspension
Kinetically may immediately suspend access for material breaches, nonpayment, security risks, or legal requirements. Notice and cure opportunity will be provided when practicable.
13. Termination
Either party may terminate for material breach with 30 days' notice to cure, except Kinetically may terminate immediately for nonpayment or security violations. Upon termination, customer access ends and usage must cease.
14. Customer Data
Customers retain ownership of their data. Kinetically receives a non-exclusive license to host, process, and use customer data necessary for service provision, fraud prevention, backups, legal compliance, and authorized activities.
15. Usage Data and Product Improvement
Kinetically may collect usage data to operate and improve services. Aggregated, de-identified data may be used for analytics, benchmarking, and product development without identifying customers or patients.
16. Privacy and Security
Kinetically maintains reasonable safeguards for customer data. However, no system guarantees complete security. Customers share responsibility through proper credential management and endpoint security. Services are also subject to the Privacy Policy.
17. HIPAA and Regulated Data
Customers determine if their use involves protected health information. HIPAA business associate obligations require a separate Business Associate Agreement. Customers must not submit protected health information to undesignated service areas.
18. Support and Service Changes
Kinetically provides standard support per plan. Features may be modified or discontinued, but core functionality will not be materially reduced during the current term except for security, legal, or technical reasons.
19. Third-Party Services
Services may interoperate with third-party platforms and systems. "Kinetically does not control and is not responsible for third-party services." Customer use of third-party services is governed by their terms and policies.
20. Intellectual Property
Kinetically and licensors retain all rights to the services, documentation, software, technology, and related intellectual property. Customer suggestions and feedback may be used without restriction or obligation.
21. Confidentiality
Each party protects the other's confidential information using reasonable care and limits disclosure to necessary employees and contractors bound by confidentiality. Confidential information excludes publicly available information, prior knowledge, independently developed information, or lawfully received third-party information.
Disclosure may occur if legally required, with notice where permitted.
22. Disclaimers
Services are provided "as is." Kinetically disclaims all warranties, express or implied, including merchantability and fitness for particular purpose. Kinetically does not warrant that outputs will be accurate, complete, reimbursable, or compliant, or that use will prevent claim denials or regulatory issues.
23. Limitation of Liability
Neither party is liable for indirect, consequential, or punitive damages or lost profits. "Kinetically's total aggregate liability...will not exceed the total fees paid...during the twelve (12) months before the event giving rise to the claim."
Exclusions do not apply to payment obligations, intellectual property violations, confidentiality breaches, or gross negligence.
24. Indemnification by Customer
Customers indemnify Kinetically against third-party claims arising from customer data, prohibited use, failure to obtain rights, or customer decisions regarding clinical care, documentation, and billing.
25. Indemnification by Kinetically
Kinetically defends customers against claims that services infringe U.S. patents, copyrights, or trademarks when used as permitted. Kinetically may modify services, obtain continued-use rights, or refund prepaid fees.
Exceptions include claims from customer data, third-party services, unauthorized modifications, or out-of-scope use.
26. Publicity
Kinetically may identify customers by name and logo in marketing materials unless customers provide written objection.
27. Changes to Subscription Terms
Kinetically may update terms with notice. Material changes apply at renewal for fixed terms unless earlier application is required by law or security needs. Continued use constitutes acceptance.
28. Governing Law
Terms are governed by Delaware law without regard to conflict-of-laws principles.
29. Dispute Resolution
Disputes are resolved exclusively in Delaware courts. Both parties consent to jurisdiction and venue there.
30. Miscellaneous
These terms, the applicable order, and privacy policy constitute the entire agreement. If terms conflict with orders, orders control the conflicting portion. Unenforceable provisions are severed. Customers cannot assign without consent except in mergers or asset sales. Kinetically may assign freely. No partnership or employment relationship is created.
31. Contact Information
Kinetically, Inc.
131 Continental Dr, Suite 305
Newark, DE 19713
Email: legal@kinetically.ai
Website: www.kinetically.ai