These Terms of Service (“Terms”) govern your access to and use of the websites, applications, content, products, and services made available by Kinetically, Inc. (“Kinetically,” “we,” “us,” or “our”), including the website located at www.kinetically.ai and any related web portals, mobile applications, and services we make available that link to these Terms (collectively, the “Services”).

By accessing or using the Services, you agree to be bound by these Terms. If you do not agree to these Terms, do not access or use the Services.

If you are using the Services on behalf of an organization, clinic, practice, company, or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms, and “you” and “your” will refer to both you and that entity.

1. Eligibility
You may use the Services only if you are legally capable of entering into a binding contract under applicable law. The Services are intended for business and professional use and are not directed to children under 13.
If you are a healthcare professional or organization, you are solely responsible for ensuring your use of the Services complies with applicable laws, regulations, professional standards, and payer or documentation requirements.

2. Scope of These Terms
These Terms apply to your general access to and use of the Services, including browsing our marketing website, requesting information, creating an account where available, and using free or evaluation features that expressly reference these Terms.
If you purchase a paid subscription, enterprise plan, or other commercial offering from Kinetically, your use may also be governed by a separate order form, subscription agreement, master services agreement, business associate agreement, data processing addendum, or similar contract. In the event of a conflict, the separately executed or accepted commercial agreement will control to the extent of the conflict.

3. Privacy
Your use of the Services is also subject to our Privacy Policy, which describes how we collect, use, and disclose information. By using the Services, you acknowledge that you have reviewed our Privacy Policy.

4. Changes to the Services and Terms
We may modify these Terms from time to time. If we make material changes, we will post the updated Terms and update the “Last Updated” date above. Your continued use of the Services after the updated Terms become effective constitutes your acceptance of the revised Terms.
We may also change, suspend, or discontinue all or any part of the Services at any time, with or without notice, subject to any separate written agreement we may have with you.

5. Accounts and Account Security
Some features of the Services may require you to create an account. You agree to provide accurate, current, and complete information and to keep that information updated.
You are responsible for:
1. maintaining the confidentiality of your login credentials;
2. all activities that occur under your account; and
3. notifying us promptly of any unauthorized access to or use of your account.
We reserve the right to suspend or terminate accounts that we reasonably believe are compromised, being used in violation of these Terms, or creating security, legal, or operational risk.

6. No Medical Advice; No Replacement for Clinical Judgment
Kinetically provides software tools that may assist with motion capture, measurement, tracking, reporting, patient engagement, documentation support, and related workflow functions.
Kinetically does not provide medical advice, diagnosis, or treatment. The Services are not intended to replace the independent professional judgment of licensed clinicians or other qualified professionals. You are solely responsible for all clinical decisions, patient care decisions, treatment decisions, documentation decisions, coding decisions, billing submissions, and compliance determinations made using or in connection with the Services.
No content or output generated by the Services should be interpreted as medical, legal, reimbursement, compliance, or other professional advice.

7. Healthcare, Regulatory, and PHI Terms
You are responsible for determining whether your use of the Services involves protected health information, medical records, regulated personal data, or other sensitive information subject to legal or regulatory requirements.
Unless expressly agreed by Kinetically in a separate written agreement:
• you will not submit protected health information or other regulated data into portions of the Services not designated by Kinetically for such use;
• Kinetically is not obligated to enter into a Business Associate Agreement or similar regulated-data addendum solely by virtue of these Terms; and
• any HIPAA, privacy, security, or compliance obligations requiring specific contractual commitments will be governed only by a separate executed agreement, where applicable.

8. Limited Right to Use the Services
Subject to your compliance with these Terms, Kinetically grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services for your internal business or informational purposes.
You may not use the Services except as expressly permitted in these Terms or in any separate written agreement with us.

9. Acceptable Use Policy
You agree not to, and not to permit any third party to, use the Services to:
A. Violate Law or Rights
• violate any applicable law, regulation, rule, or court order;
• infringe, misappropriate, or violate any person’s or entity’s intellectual property, privacy, publicity, confidentiality, or other rights;
• stalk, harass, threaten, defame, abuse, or harm another person.
B. Interfere with the Services or Security
• access or use the Services in a way that could damage, disable, overburden, impair, or interfere with the Services or any other user’s access;
• probe, scan, or test the vulnerability of any system or network;
• circumvent or attempt to circumvent authentication, access controls, security features, or usage limits;
• introduce viruses, worms, malware, ransomware, Trojan horses, corrupted files, or other harmful code;
• engage in denial-of-service attacks, flooding, scraping at abusive volumes, or other abusive network activity.
C. Misuse Data or Content
• upload, transmit, or share content you do not have the right to use;
• use the Services to unlawfully collect, store, process, or disclose personal information, patient information, or confidential information;
• use the Services to generate or disseminate deceptive, fraudulent, or misleading materials;
• use outputs from the Services as the sole basis for clinical, diagnostic, legal, reimbursement, coding, or compliance decisions without independent review.
D. Reverse Engineer or Exploit the Platform
• copy, reproduce, modify, create derivative works of, sell, lease, sublicense, distribute, or commercially exploit any portion of the Services except as expressly authorized;
• reverse engineer, decompile, disassemble, or attempt to derive source code, underlying ideas, algorithms, models, or trade secrets from the Services, except to the extent such restriction is prohibited by law;
• use any robot, spider, crawler, scraper, or other automated means to access the Services for competitive analysis, benchmarking, model training, or data harvesting without our prior written consent.
E. Use the Services for Prohibited Content or Harmful Conduct
• upload or transmit content that is unlawful, defamatory, obscene, abusive, discriminatory, or otherwise objectionable;
• impersonate any person or entity or falsely suggest affiliation with Kinetically or any other person or entity;
• use the Services in connection with spam, phishing, fraud, deceptive marketing, or unauthorized surveillance.
F. Use the Services Beyond Intended Scope
• access the Services for the purpose of building a competing product or service;
• use the Services in any high-risk activity where failure could lead to death, personal injury, or severe property or environmental damage, except to the extent expressly agreed by Kinetically in writing;
• use the Services in any manner inconsistent with applicable documentation, instructions, or your subscription scope.
We may monitor compliance with this Acceptable Use Policy and may suspend or terminate access to the Services for actual or suspected violations.

10. User Content
You may be able to submit, upload, transmit, store, or otherwise make available information, files, text, images, video, feedback, patient exercise content, measurements, or other materials through the Services (“User Content”).
You retain ownership of your User Content, subject to the rights you grant below.
You grant Kinetically a non-exclusive, worldwide, royalty-free right and license to host, store, reproduce, process, transmit, display, and otherwise use User Content as necessary to:
1. provide, operate, maintain, support, and improve the Services;
2. secure and monitor the Services;
3. comply with law and enforce these Terms; and
4. exercise any other rights expressly granted by you in a separate written agreement.
You represent and warrant that:
• you own or control all rights necessary to provide the User Content and grant the rights above;
• your User Content does not violate these Terms or applicable law; and
• you have provided all notices and obtained all consents required for your submission and use of User Content with the Services.

11. Feedback
If you provide suggestions, ideas, enhancement requests, comments, or other feedback about the Services (“Feedback”), you grant Kinetically a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free right to use and exploit that Feedback for any lawful purpose without restriction or obligation to you.

12. Intellectual Property
The Services, including all software, technology, designs, text, graphics, logos, interfaces, audio, video, compilations, and other content made available by Kinetically, and all related intellectual property rights, are owned by Kinetically or its licensors.
Except for the limited rights expressly granted in these Terms, no right, title, or interest in or to the Services is transferred to you.
“Kinetically,” the Kinetically name, logo, and related marks are trademarks or service marks of Kinetically or its affiliates. You may not use them without prior written permission.

13. Third-Party Services and Links
The Services may contain links to third-party websites, tools, integrations, or services, or may allow connections with third-party products. We do not control and are not responsible for third-party services, content, security, privacy practices, or terms.
Your use of third-party services is at your own risk and subject to the applicable third party’s terms and policies.

14. Beta Features
We may offer certain features, functionality, or services as alpha, beta, preview, pilot, or early access offerings (“Beta Features”). Beta Features may be incomplete, modified, suspended, or discontinued at any time and may contain errors or defects. Kinetically makes no commitments regarding Beta Features and provides them “as is” and “as available.”

15. Disclaimers
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.
KINETICALLY DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, AVAILABILITY, RELIABILITY, OR THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.
WITHOUT LIMITING THE FOREGOING, KINETICALLY DOES NOT WARRANT THAT:
• THE SERVICES WILL MEET YOUR REQUIREMENTS;
• ANY OUTPUT, MEASUREMENT, ANALYSIS, REPORT, RECOMMENDATION, OR DOCUMENTATION SUPPORT GENERATED BY THE SERVICES WILL BE ACCURATE, COMPLETE, COMPLIANT, REIMBURSABLE, OR FIT FOR ANY PARTICULAR PURPOSE;
• THE SERVICES WILL PREVENT DENIALS, AUDITS, CLAIM DISPUTES, OR REGULATORY ISSUES; OR
• ANY DEFECTS OR ERRORS WILL BE CORRECTED.
Some jurisdictions do not allow certain disclaimers, so some of the above may not apply to you.

16. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL KINETICALLY OR ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, KINETICALLY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED:
1. ONE HUNDRED U.S. DOLLARS (US $100), OR
2. IF YOU PAID KINETICALLY FEES FOR THE SERVICES UNDER THESE TERMS DURING THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, THE TOTAL AMOUNT PAID BY YOU TO KINETICALLY UNDER THESE TERMS DURING THAT PERIOD,
WHICHEVER IS GREATER.
The limitations in this section apply regardless of the form of action and regardless of whether any limited remedy fails of its essential purpose.

17. Indemnification
You will defend, indemnify, and hold harmless Kinetically and its affiliates, officers, directors, employees, licensors, and agents from and against any claims, actions, proceedings, liabilities, damages, judgments, settlements, penalties, fines, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to:
• your use of the Services;
• your User Content;
• your violation of these Terms;
• your violation of applicable law, regulation, or third-party rights; or
• your clinical, medical, documentation, billing, coding, reimbursement, privacy, or compliance decisions made using or in connection with the Services.

18. Suspension and Termination
We may suspend or terminate your access to all or any part of the Services at any time, with or without notice, if we reasonably believe:
• you have violated these Terms;
• your use of the Services poses a security risk, legal risk, or risk of harm to us, the Services, or others;
• suspension is necessary to comply with law or a governmental request; or
• providing the Services to you is no longer commercially practicable.
You may stop using the Services at any time.
Sections that by their nature should survive termination will survive, including those relating to intellectual property, disclaimers, limitations of liability, indemnification, dispute resolution, and general provisions.

19. Export and Sanctions Compliance
You may not use, export, re-export, or transfer the Services except as authorized by United States law and other applicable laws. You represent and warrant that you are not located in, organized in, or ordinarily resident in a country or territory subject to comprehensive U.S. embargoes, and are not on any U.S. government list of prohibited or restricted parties.

20. Governing Law
These Terms and any dispute arising out of or relating to these Terms or the Services will be governed by the laws of the State of Delaware, without regard to conflict of laws principles.

21. Venue and Dispute Resolution
Any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be brought exclusively in the state or federal courts located in [Wilmington, Delaware], and each party consents to the personal jurisdiction and venue of those courts.
If you prefer arbitration instead of court litigation, I can revise this section for a more startup-standard arbitration and class-action-waiver clause.

22. Communications
You consent to receive communications from us electronically, including by email, through the Services, or by posting notices on the Services. You agree that electronic communications satisfy any legal requirement that such communications be in writing.

23. California Residents
If required by applicable law, California residents may have certain rights regarding personal information. Please review our Privacy Policy for additional details.

24. Miscellaneous
These Terms constitute the entire agreement between you and Kinetically regarding the subject matter addressed here, unless superseded by a separate written agreement.
If any provision of these Terms is held unlawful, invalid, or unenforceable, the remaining provisions will remain in full force and effect.
Kinetically’s failure to enforce any provision of these Terms will not be deemed a waiver of that provision or any other provision.
You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of assets, or by operation of law.
No agency, partnership, joint venture, employment, or franchise relationship is created by these Terms.

25. Contact Information
Kinetically, Inc.
131 Continental Dr, Suite 305
Newark, DE 19713
Email: legal@kinetically.ai
Website: www.kinetically.ai