This agreement is between Kalix, Inc., a Delaware corporation (EIN 32-0490413) (“Kalix”, “we” or “us”), and the person agreeing to these terms and conditions (the “Customer”, “you”, or “your”), and covers all services provided by Kalix to Customer.


1. Kalix Software Services



You and we agree that this agreement (together with our Privacy Policy which is incorporated by this reference) sets out the terms and conditions upon which we will provide you with access to this Service. Unless we expressly say otherwise, the terms of this agreement will also apply to any enhancement or mobile application that we may introduce from time to time allowing access to Kalix.

These terms are important, and you must read them carefully and contact us with any questions before you use Kalix.

If you are acting on behalf of, or are representing, an organization, each user of that organization must independently register as a user and accept the terms of this agreement.

By accessing or using Kalix, you acknowledge and agree that you have had sufficient opportunity to read and understand this agreement and you agree to be bound by it. If you do not agree to the terms of this agreement, please discontinue using Kalix.

2. License to Use Kalix

2.1 The License. Upon provisioning by us, Kalix will become accessible to you via a web interface through our website, www.kalixhealth.com. We grant you a personal, non-exclusive, non-transferable license to use Kalix in accordance with the terms of this agreement within the country, or countries, in which you operate your business.
You may then use Kalix for as long as you:

2.2 USA Users. If you, or your business, are located in the United States of America, we may ask you to sign a business associate agreement (a “BAA”) around the same time that you accept this agreement.

The BAA addresses the requirements under the Health Insurance Portability and Accountability Act of 1996, (as amended) with respect to “business associates”, as defined under the privacy, security, breach notification, and enforcement rules at 45 C.F.R. Part 160 and Part 164 (the “HIPAA Rules”).

The BAA is intended to ensure that ‘protected health information’ as defined in the HIPAA Rules is dealt with in accordance with the HIPAA Rules.

To the extent that the BAA is inconsistent with the terms of this agreement, the terms of the BAA will govern. All terms of this agreement not in conflict with the BAA remain in full force and effect.

2.3 Canadian Users. If you are located in Canada, we may ask you to sign a data and privacy agreement (a “DPA”) around the same time that you accept this agreement.

The DPA aims to address how we both deal with ‘personal health information’ as defined in the Personal Information Protection and Electronic Documents Act (S.C. 2000, c.5), or other applicable Canadian privacy law.

To the extent that the DPA is inconsistent with the terms of this agreement, the terms of the DPA will govern. All terms of this agreement not in conflict with the DPA remain in full force and effect.

2.4 Australian and New Zealand Users. Both Australia and New Zealand have Privacy Acts, which govern the sharing of personal information with foreign agencies and persons. Kalix is not governed by either privacy act.

However, it is our intention to comply with data privacy laws in all jurisdictions in which we operate, even if they do not specifically apply to our business. As a result, if you are located in Australia or New Zealand, you acknowledge and give consent that:

(a) the Australian and/or New Zealand Privacy Principles do not apply to any data you share with us or give us access to;

(b) by accepting this agreement and using our Services, you give us authorization to hold, store, and use your information as required to provide the Services; and

(c) as a US based business, we may not be required to protect your information in a way that, overall, provides comparable safeguards as those required in Australia or New Zealand.

For more information on the Australian Privacy Principle: https://www.oaic.gov.au/privacy/australian-privacy-principles-guidelines/chapter-8-app-8-cross-border-disclosure-of-personal-information

For more information on the New Zealand Privacy Principle: https://www.privacy.org.nz/blog/privacy-2-0/

3. Third-Party Services

Your use of our Services may include certain third-party software and services or allow you to access additional software and services offered by third parties. Your use of such software or services may require that you enter into separate subscription, licensing, and/or business associate agreements with such third-party vendors and suppliers. You agree:
(a) to comply with and, upon request, execute such agreements as may be required for the use of such software or services; and

(b) that Kalix may disclose individually identifiable health information to these third parties on your behalf.


4. Customer Responsibilities

4.1 Access by Employees and Contractors. You must take all necessary steps to ensure that your employees, contractors, agents, or anyone else with access to Kalix complies with the terms of this agreement. You must inform us of anyone who uses, or requires use of, Kalix. Those users must independently register and accept the terms of this agreement to access Kalix. Apart from this, you must ensure that you do not provide or share access to Kalix to anyone and you must use reasonable efforts to prevent unauthorized third parties from accessing Kalix.
A breach of this agreement by any person that you provide access to Kalix, or by any of your employees, contractors, or agents, whether or not their access is valid according to this agreement, is deemed to be a breach of this agreement by you.

4.2 Using Kalix

You agree that we may immediately suspend all or any part of the Services, and remove or disable your access to Kalix, if you are (or if we reasonably believe that you are) in breach of any term in this section 4.

5. Customer Information

5.1 Customer Information. All data, information, images, documentation, and files entered or uploaded by you to Kalix remains your property, as between you and us (“Customer Information”), subject to the other terms of this agreement. You hereby grant Kalix a non-exclusive, royalty-free license to modify, store, transmit, and otherwise use your Customer Information for purposes of Kalix performing under this agreement. Notwithstanding the foregoing, if your access to the Services is suspended for non-payment of fees, we will have no obligation to provide you with access to your Customer Information via the Service until you remedy such non-payment as provided in this agreement.

 5.2 Content. You may upload or submit content, files, and information to the Service (“Content”). As between you and us, all Content belongs to you, and you hereby grant us a non-exclusive irrevocable, perpetual, royalty-free license to display, store, distribute, share, modify, and otherwise use such Content for purposes providing the Service under this agreement.

 5.3 Accuracy of Information Provided by Customer. You represent and warrant to us that all Customer Information, Content, and other material provided to us through your Kalix account, either by you or on your behalf, is true, correct, and accurate. If you learn that any Customer Information or Content provided to Kalix as part of the Service is not true, correct, or accurate, you must immediately notify us by phone and in writing of this fact, and provide the true, correct and accurate information to Kalix. We rely on your representations regarding the truth, accuracy, and compliance with laws of Customer Information and Content. KALIX IS NOT LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR FAILURE TO COMPLY WITH THIS PARAGRAPH, IRRESPECTIVE OF ANY ACT OR OMISSION ON THE PART OF KALIX.

 5.4 Aggregation Services and De-identified Data. Kalix may use ‘protected health information’ to provide you with data aggregation services (as that term is defined by HIPAA) and to create de-identified data in accordance with 45 CFR 164.514(a)-(c). We shall solely own all right, title, and interest, in any de-identified data we create from protected health information.We may use and disclose, during and after this agreement, all aggregate, anonymized information, and de-identified data for purposes of enhancing the Service, technical support and other business purposes, all in compliance with the HIPAA Privacy Standards, including without limitation the limited data set and de-identification of information regulations.

 5.5 Reviews & Opinions. Kalix does not endorse, validate as accurate, or necessarily agree with any of the reviews, links, and user-generated content from users or customers on the Service. Kalix reserves the right to refuse to publish any patient review provided by you.

6. Fees

 6.1 Subscription Fees. Depending on whether you choose either a monthly or yearly subscription, you must pay us either a monthly or annual Service fee for the use of Kalix in accordance with your application to register to use Kalix.

A minimum of one (1) subscription is required per organization or account. If your subscription is for multiple organizations, you will be charged a minimum of one (1) subscription for each subsidiary or related organization.

For monthly plans, we automatically charge your credit card when your trial period ends and then on the same date each month. You can check the payment screen in your Kalix account to find out the date of your next payment.

For yearly plans, we charge your credit card when your trial period ends. This is the date that your yearly plan starts. Your subscription will be automatically renewed after one year and the yearly subscription price will be deducted from your credit card.

6.2 Free Trial. There is no fee for any free trial period offered by us.

 6.3 Plan Changes. You can increase or decrease your weekly number of appointment hours at any time. You can also change from a monthly to a yearly subscription at any time. When you change plans, you will be charged on a pro-rata basis and the new plan will start immediately. No refunds or credits will be issued for decreasing your weekly number of appointment hours.

 6.4 Termination for Non-Payment. Kalix may suspend or terminate the Service, or both, if you have not paid amounts owed to Kalix when due. In advance of any suspension or termination, we will make commercially reasonable efforts to send a notice of payment default to you prior to suspension or termination of your Kalix account. You are responsible for updating your contact information with Kalix and notifying Kalix of any changes to such information.

 6.5 Our Fee Changes. Despite sections 6.1, 6.3 and 6.4 and without prejudice to any of our rights, we may agree to alternative payment plans or payment terms in writing. We may also amend our fees upon one (1) month’s notice in writing to you.

 6.6 Plan Cancelation. If you cancel your subscription, this agreement automatically terminates. We will not charge you again and there is no cancellation fee. However, you are not entitled to a refund or credit for the unused part of your monthly or annual subscription.

 6.7 Other Charges. The only other charges associated with using Kalix are for sending and receiving SMS text messages, text-to-voice messages (computer generated voice messages) and faxes. Prepaid credit must be purchased before messages can be sent. This is an optional service. You may purchase credit in advance only, topping up as required. You have the option of purchasing a unique fax, SMS, and text-to-voice number. Dedicated number costs are added to your monthly or annual subscription as an ongoing payment.

 6.8 Taxes. All fees stated are exclusive of taxes, levies or duties imposed by the tax authorities. If your company is required to pay any type of sales or use tax, you will be responsible for paying any taxes on top of the subscription fees.

 6.9 Credit Card and ACH Payments. You must pay all fees in US dollars with a credit/ debit card or via ACH payment upon receipt of an invoice from Kalix. If the credit/debit card or ACH payment is not valid or the payment is not otherwise made, you must pay the amount owed upon receipt of an invoice. You hereby authorize Kalix to charge such credit/ debit card or withdraw from your bank account via ACH transfer for all purchased Services and related services, and any renewals.

6.10 Account Questions. If you have any questions about charges made to your account, please contact us immediately. If there are charges made in error, we will, at our election, credit your account or credit card account for the appropriate amount.

7. Intellectual Property

 The software, workflow processes, user interface, designs, know-how and other technologies provided by Kalix as part of the Service are the proprietary property of Kalix and our licensors. Nothing in these terms constitutes a transfer of any intellectual property rights. We are the sole and exclusive owner of all legal rights to Kalix, including all intellectual property rights, (collectively called “Rights”) and all Rights in customizations, modifications, enhancements, adaptations, updates, or replacements of Kalix. We also own all Rights in customizations, modifications, enhancements, adaptations, updates, or replacements to Kalix that are made at your request, or specifically for you, or which incorporates your know-how, ideas, requests or suggestions.

Despite the above, we acknowledge that all information which you disclose to us through your use of Kalix is your proprietary information, as long as that information is not available in the public domain. You acknowledge and agree that your know-how, ideas, requests, or suggestions that have been incorporated into Kalix is our proprietary, confidential information.

8. Marketing by Us and Within Kalix

You consent to receiving promotional, marketing material, and information updates from us, including by way of email. You can contact us at any time to let us know that you no longer want to receive these communications from us.

You acknowledge that:

(a) we may place advertisements or other promotional or marketing information within Kalix;

(b) any links to third party content or websites is not an endorsement, sponsorship, or approval of that linked third party content or website.

9. Customer Representations and Warranties

 You represent and warrant to us that:

(a) you have the legal capacity and authority to accept this agreement;

(b) if you accept this agreement on behalf of an organization or entity, that you are authorized to act on behalf of that organization and your acceptance of the terms of this agreement creates a legally enforceable obligation of the organization;

(c) you have all necessary rights to give the consents set out in sections 2.4 (if applicable) and 4;

(d) you have all rights, licenses, authorizations, and consents required to use Kalix, including in respect of your data;

(e) you have obtained your clients’, patients’, employees’, suppliers’, and contractors’ consents to store their personal information and sensitive information within Kalix and that you have complied with all laws in relation to obtaining this consent;

(f) you have obtained all authorizations and consents required under any law that is applicable to you from any relevant government authority and professional body and from your patients, clients, suppliers, contractors and employees for the overseas transfer information referred to in sections 2.4 (if applicable) and 22;

(g) any Content submitted to Kalix does not violate any copyright, trade secret, privacy or other third party right;

(h) you will not submit any Content that is untrue, defamatory, harmful to any person, or violates HIPAA Privacy Rules, state, or federal laws on patient privacy; and

(i)  all patient testimonials (if any) submitted by you are accurate, have the patient’s consent, and comply with ethical guidelines of professional medical associations as well as federal, state, and local medical and private practice boards and governing bodies.

10. Telehealth Services

10.1 Telehealth Medical Services. Our telehealth services are designed to facilitate your delivery of telehealth medical services to your patients. “Telehealth Medical Services” include, without limitation, the delivery of medical care by you to a patient physically located at another site through the use of advanced telecommunications technology that allows providers to remotely see and hear the patient in real time.

10.2 Customer’s Responsibilities. You are, and will remain, solely responsible for:

(a) the provision of Telehealth Medical Services and all other professional medical services and aspects relating to your practice of medicine (for the avoidance of doubt, Telehealth Medical Services shall be performed by you for appropriate visits as determined in your sole professional judgment);

(b) documenting the Telehealth Medical Services in your clinical records;

(c) billing and collecting for Telehealth Medical Services;

(d) providing notice to and/or obtaining consent from any third-parties relating to the provision of Telehealth Medical Services through Kalix’s telehealth services;

(e) ensuring our telehealth services are used in accordance with applicable instructions, training materials and other online material that may be made available by us from time to time;

(f)  obtaining and maintaining both the functionality and security of all information technology software solutions and related services necessary to connect to, access or otherwise use our telehealth services; and

(g) complying with applicable laws, rules, regulations, and standards imposed by government health care programs and other payors, licensing agencies and applicable accreditation bodies, including, without limitation, with respect to the provision of Telehealth Medical Services.

11. Indemnification

To the fullest extent permitted under law, you agree to indemnify, defend, and hold us, including our directors, officers, agents, and suppliers, harmless from any and all loss, costs (including legal costs on a full indemnity basis), liability, and expense arising from or related to:

(a) your use of Kalix, including by your officers, employees, contractors or agents;

(b) any breach of this agreement;

(c) any unauthorized use, access, or distribution of our Service by you;

(d) any willful, unlawful, or negligent act or omission by you;

(e) your violation of any third party right, including without limitation any right of privacy, publicity rights or intellectual property rights; or

(f) your violation of any law, rule, or regulation of the United States.

12. Access and Security

You must:
(a) keep your account access details secure and confidential. Despite any other term in this agreement, you are solely responsible and liable for any activity done under your account;

(b) only disclose your account access details to your own employees, agents or contracted consultants (your agents) on a need-to-know-basis;

(c) regularly change access passwords and keep records of all passwords used or disclosed, in accordance with good computer security practices;

(d) if you become aware that account access details are in unauthorized hands:

  1. change any compromised access password immediately;
  2. take any other steps reasonably necessary to ensure that no one suffers harm as a result; and
  3. inform us of the specific details of that compromised access and follow our reasonable directions. Our directions take precedence over paragraphs (1) and (2) but do not displace your obligations under any law or the directions of any government authority; and

(e) keep your computer system, network, and internet connectivity secure and confidential in accordance with good computer security practices.


13. User Documentation

Where we provide any manuals, instructions, literature and other documentation supplied in connection with Kalix (the “User Documentation”), we are copyright holders of these items, and they are provided by way of loan only.

You may make a reasonable number of copies of User Documentation to support your use of the Kalix SaaS service in accordance with this agreement, but all such copies are our property.

If we issue updated or replacement User Documentation, you must replace all outdated User Documentation with it. We are not responsible for harm that may arise from your use of non-current User Documentation.

When this agreement ends, you must return all existing User Documentation (including all copies of it) to us on request.


14. Support

Subject to the terms of any service level agreement that we may have with you, if you require technical support, we may choose to provide either: (a) email support; or (b) online support.

15. Limitations on Our Obligations

Our obligations under this agreement are limited to the express obligations set out in it. To avoid doubt, unless we say otherwise, nothing in this agreement obliges us to provide User Documentation, training, or any other support in relation to Kalix. If such services, or other services, are to be provided, they will first be documented in writing.


16. Customer Acknowledgements

You acknowledge that:

(a)  connection to the Internet poses significant security and virus threats, and that the use of regularly updated anti-virus software and a firewall is very important and is your sole responsibility;

(b) unless we agree otherwise in writing, we do not provide service levels or uptime for our Services, and that scheduled maintenance, emergencies or unscheduled outages may occur from time to time which may leave the Services unavailable or with limited functionality;

(c) access to and use of Kalix may be impaired or prevented by a variety of factors that are beyond our control, including defects in your computer system and problems with internet connectivity between you and the SaaS server. We are not responsible for any such things or their effects. They do not constitute defects in Kalix;

(d) we may configure Kalix, our systems and the SaaS Server and determine the nature and manner of our internal technical support in our sole and absolute discretion;

(e) you are solely responsible for the accuracy, quality, integrity, legal compliance, reliability, appropriateness, and rights ownership in all information inputted by you into Kalix. In addition, you acknowledge that Kalix does not detect faulty or aberrant input data, does not take into account all of the matters that should be considered in decision-making regarding matters of relevance to your business and should not be used as a substitute for your independent and appropriately qualified decisions regarding matters of relevance to your business;

(f) we are not liable to you under this agreement or otherwise if and to the extent that your access to, or use of, Kalix is contrary to any obligations, including those owed under contract or any laws;

(g) we may make Kalix, including information inputted by you into Kalix, and any other information in any form relevant to your relationship with us under this agreement available to any person who provides reasonable evidence to us of their right to this, including a law enforcement officer, a person representing any professional or industry standards organization and representatives of any person to whom that information pertains. You must indemnify us against all loss (including costs, expenses, damages, and liability, whether actual or prospective) incurred or likely to be incurred as a result of acting in accordance with this paragraph (g).


17. Limitation of Liability

17.1 Limitation of Liability. You acknowledge and agree that:

(a)  any condition, warranty, guarantee, right or liability which would otherwise be implied in this agreement or protected by law is expressly excluded to the fullest extent permitted under law;

(b) prior to entering into this agreement, you have been given a reasonable opportunity to examine and satisfy itself regarding all services which are the subject of this agreement and that, prior to entering into this agreement, you have availed itself of that opportunity;

(c) at no time prior to entering into this agreement have you relied on our skill or judgment and that it would be unreasonable for you to rely on any such skill or judgment;

(d) we make no warranty or representation that your use of Kalix will be uninterrupted or error-free or regarding the results that may be obtained from the use of Kalix, the security of Kalix, or that Kalix will meet your requirements;

(e) we are not responsible for any Service delays, Service failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that Kalix may be subject to limitations, delays and other problems inherent in the use of such communications facilities;

(f)  we are not liable to you for, and you release us from any Claim for any loss;

(g) if there is any loss or damage to your data, your sole and exclusive remedy will be for us to use reasonable commercial endeavors to restore the lost or damaged data from the latest back-up of such data maintained by us.

17.2 No Indirect Damage. We are not liable for any indirect, special, or consequential damages (including, without limitation, costs of delay, loss of data or information, lost profits or revenues or loss of anticipated cost savings) arising under or related to this agreement, even if advised of the possibility of such loss or damage.

17.4 Liability Limit. Notwithstanding the above, our total liability for all damages arising under or related to this agreement (in contract, tort, or otherwise) shall not exceed the actual amount paid by you, the Customer, within the six-month (6-month) period preceding the event which gave rise to the Claim. Any Claim by you against us must be brought within twelve (12) months of the event which gave rise to the Claim, and if it is not brought within such time period then such Claim is expressly waived by you.


18. Disclaimers

18.1 No Medical Advice Provided By Kalix. OUR SERVICE DOES NOT PROVIDE MEDICAL ADVICE, PROVIDE MEDICAL OR DIAGNOSTIC SERVICES, OR PRESCRIBE MEDICATION. Use of our Service is not a substitute for the professional judgment of health care providers in diagnosing and treating patients. You agree that you are solely responsible for verifying the accuracy of patient information (including, without limitation, obtaining all applicable patients’ medical and medication histories and allergies), obtaining patient’s consent to use the Service, and for all of your decisions or actions with respect to the medical care, treatment, and well-being of your patients, including without limitation, all of your acts or omissions. Any use or reliance by you upon our Service will not diminish that responsibility. You assume all risks associated with your clinical use of our Service for the treatment of patients. NEITHER KALIX NOR OUR LICENSORS ASSUME ANY LIABILITY OR RESPONSIBILITY FOR DAMAGE OR INJURY (INCLUDING DEATH) TO YOU, A PATIENT, OTHER PERSONS, OR TANGIBLE PROPERTY ARISING FROM ANY USE OF OUR SERVICE.

18.2 Compliance with Medical Retention Laws and Patient Records Access. You are responsible for understanding and complying with all state and federal laws related to retention of medical records, patient access to information, and patient authorization to release data. You agree that you will obtain any necessary patient consent prior to using our Service and will apply settings to exclude information from availability in your Kalix account as necessary to comply with state or federal law.

18.3 California Consumer Privacy Act. The parties acknowledge and agree that Kalix is NOT a covered service provider for the purposes of the California Consumer Privacy Act (CCPA).  Protected health information is specifically exempted by the CCPA and, as such, any personal information Kalix receives from you, the Customer, in order to provide the Services pursuant to this agreement is not subject the CCPA.



19. Term and Termination

19.1 Term. The term of this agreement begins upon your acceptance of this agreement and will continue for the duration of the Services.

19.2 Termination. You may terminate this agreement at any time by canceling your Kalix account and Services by sending us a cancellation notice through your Kalix account portal.

We may terminate your license to use Kalix and this agreement:

(a)  immediately, at any time and without notice if you violate or breach any of the terms and conditions of this agreement – but in the case of breach arising from non-payment we may, in our absolute discretion, terminate in accordance with paragraph (b) instead;

(b) on 7 days’ notice to you, where you fail to pay any Service fees by their due date; or

(c) we may immediately suspend or terminate the Service and remove applicable Customer Information or Content if we in good faith believe that, as part of using our Service, you may have violated any applicable law or any term of this agreement. We may try to contact you in advance, but we are not required to do so.

If you breach any term of this agreement, you are also deemed to be in breach of any other agreement you have with us, and vice versa.

This agreement and your license to use Kalix will also terminate automatically if, for any reason, we cease to operate Kalix.

Upon termination of this agreement, all of your rights and licenses under this agreement will immediately cease and you must pay any unpaid fees. Kalix will have no obligation to provide Customer Information to you upon termination of this agreement.


20. Backing Up and Restoring Kalix Data

Kalix includes the ability for you to download all of your data that we hold on our servers to the extent that the data relates to your account. We recommend using this feature to backup your data and we are not responsible if you fail to do so. Despite the foregoing, we are able to restore data for you if you ask us to. We may, at our absolute discretion, charge a fee for this restoration.

You are authorized to make copies of the CPT codes contained within Kalix for backup or archival purposes only. All notices of proprietary rights, including trademark and copyright notices, must appear on all backup or archival copies made by you.

We use data storage technology, sometimes called ‘positive data redundancy’, where Kalix information is consistently held in multiple data centers that are geographically separate. The data is also stored in multiple locations within each data center. We do this to safeguard Kalix information.


21. Confidentiality

21.1 Confidential Information. “Confidential Information” means all non-public information disclosed by a party to the other party, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Our Confidential Information includes, without limitation, the non-public portions of the Service.

21.2 Protection of Confidential Information. You and we agree to:

(a) protect and keep confidential all Confidential Information incorporated or stored in Kalix or otherwise disclosed to each other in relation to this agreement;

(b) not use any Confidential Information except for the purposes of performing obligations under this agreement;

(c) not disclose Confidential Information to any person, except to your or our officers, employees, and advisers who have a need to know for the purposes of this agreement or for providing professional advice without the written consent of other party; and

(d) take steps to ensure that those with access to Kalix are instructed to keep strictly confidential all Confidential Information owned by the other party.

Confidential Information does not include information which:

(a) was lawfully known to or in the possession of a party prior to its disclosure by the other party;

(b) is or becomes generally available in the public domain, other than as a result of a breach of this agreement;

(c) is received from a third party without breach of any obligation owed to the discloser; or

(d) was independently developed by the recipient without use or access to the discloser’s Confidential Information.


22. Transborder Data Flows

You acknowledge that:

(a) our servers are located in the United States of America;

(b) any personal, sensitive, or health information relating to you and your patients (“protected information”) may not be subject to the same privacy standards as in your country;

(c) if you are located in Australia or New Zealand, you give acknowledge and consent that the Australian and/or New Zealand Privacy Principle does not apply to any data you share with us or give us access to;

(d) you may not be able to seek redress in the United States; and

(d) the server providers and other overseas recipients are subject to foreign laws that could compel the disclosure of protected information to a third party, such as an overseas authority and government.

You therefore agree and consent to:

(a) the storing of your protected information on our servers in the United States of America; and

(b) transferring your protected information to those servers.


23. The American Medical Association’s CPT® Licensing Terms

The American Medical Association (AMA) maintains a list of Current Procedural Terminology (CPT) for use by physicians, other medical professionals, and businesses operating in the medical industry, such as Kalix. CPT is copyrighted and is a registered trademark of the American Medical Association. You acknowledge that the AMA holds all copyright, trademark, and other rights in CPT.

Any content of the American Medical Association is subject to the terms set forth in our AMA End User License Agreement.

Our Services include CPT, which is commercial technical data and/or computer databases and/or commercial computer software and/or commercial computer software documentation, as applicable, which was developed exclusively at private expense by the American Medical Association, 515 North State Street, Chicago, Illinois, 60654. U.S. government rights to use, modify, reproduce, release, perform, display, or disclose these technical data and/or computer databases and/or computer software and/or computer software documentation are subject to the limited rights restrictions of DFARS 252.2277015(b)(2) (November 1995) and/or subject to the restrictions of DFARS 227.7202-1(a) (June 1995) and DFARS 227.7202-3(a) (June 1995), as applicable, for U.S. Department of Defense procurements and the limited rights restrictions of FAR 52.227-14 (December 2007) and/or subject to the restricted rights provisions of FAR 52.227-14 (December 2007) and FAR 52.227-19 (December 2007), as applicable, and any applicable agency FAR Supplements, for non-Department of Defense Federal procurements.

The following content used in Kalix is licensed from the American Medical Association (AMA) pursuant to a non-transferable, non-exclusive license, for the sole purpose of internal use by you within the United States only: (1) the AMA’s Version of ICD-9-CM; and (2) the AMA’s Version of HCPCS. The provision of updated CPT in Kalix is dependent on the continuing contractual relationship between us and the AMA.

Fee schedules, relative value units, conversion factors and/or related components are not assigned by the AMA, are not part of CPT, and the AMA is not recommending their use. The AMA does not directly or indirectly practice medicine or dispense medical services. The AMA assumes no liability for data contained or not contained within our Services.

Kalix and the CPT content contained in Kalix are provided “as is” without any liability to the AMA, including without limitation, no liability for consequential or special damages, or lost profits for sequence, accuracy, or completeness of data, or that it will meet your requirements, and that the AMA’s sole responsibility is to make available to us replacement copies of CPT content if the data is not intact; and that the AMA disclaims any liability for any consequences due to use, misuse, or interpretation of information contained or not contained in the CPT content.

In no event will we or the AMA be liable for any consequential, punitive, special, incidental, exemplary, indirect or other similar damages, including, without limitation, loss or inaccuracy of data, loss of business or loss of profits arising out of the use or inability to use Kalix, even if we or the AMA has been advised of the possibility of such damages, and in no event shall we or the AMA be responsible for any claims of third parties.

You agree to defend, indemnify, and hold us, the AMA and any affiliated company or individual harmless from any and all liabilities, costs, and expenses, including reasonable attorneys’ fees, related to or in connection with your use of the CPT content in violation of the terms of this agreement.


24. SNOMED Clinical Terms®

Kalix includes SNOMED Clinical Terms® (SNOMED CT®), which is used by permission of the International Health Terminology Standards Development Organization (IHTSDO). SNOMED CT®, was originally created by The College of American Pathologists. “SNOMED” and “SNOMED CT” are registered trademarks of the IHTSDO.


25. Governing Law

25.1 Governing Law. The laws of the State of Delaware, USA govern this agreement. The parties agree to submit to the exclusive jurisdiction of the courts of the State of Delaware.

25.2 General Arbitration Process. Any dispute or claim that may arise between the parties relating in any way to or arising out of this agreement, your use of or access to the Services (a “Claim”), must be resolved exclusively through final and binding arbitration (rather than in court) under the then current commercial rules of the American Arbitration Association. Any judgment on the award rendered by the arbitrator is final and may be entered in any court of competent jurisdiction. Nothing in this agreement prevents either party from seeking injunctive or equitable relief in any court of competent jurisdiction. The prevailing party in any arbitration or litigation is entitled to recover its attorneys’ fees and costs from the other party. The arbitration will be held in Delaware, USA.

25.3 Enforcement. Notwithstanding Sections 25.2, Kalix may bring an action to enforce its intellectual property or other proprietary rights in any court of competent jurisdiction.

25.4 Equitable Relief. Notwithstanding anything above, Kalix may seek and obtain injunctive and equitable relief in any court of competent jurisdiction without restriction or required process in this agreement.




26. Consent to Electronic Communications and Transactions

For purposes of messages and notices about the Service (including, without limitation, collections, and payments issues), Kalix may send email notices to the email address associated with your account or provide in service notifications. For certain notices (e.g., notices regarding termination or material breaches), Kalix may send notices to the postal address provided by you. Kalix has no liability associated with your failure to maintain accurate contact information within the Service or your failure to review any emails or in-service notices. You will have the ability to enter into agreements, authorizations, consents, and applications; make referrals; order lab tests; prescribe medications; or engage in other transactions electronically. YOU AGREE THAT YOUR ELECTRONIC SUBMISSIONS VIA THE SERVICES IN CONNECTION WITH SUCH ACTIVITIES CONSTITUTE YOUR AGREEMENT TO BE BOUND BY SUCH AGREEMENTS AND TRANSACTIONS AND APPLIES TO ALL RECORDS RELATING TO SUCH TRANSACTIONS. You represent and warrant that you have the authority to take such actions.

You further agree that by registering for our Service, including any request forms or use of communications features, constitutes a request for Kalix to send email, fax, phone call, or SMS communications related to the Service, including, but not limited to, upcoming appointments, special offers, billing, and upcoming events. Kalix is not responsible for any text messaging or data transmission fees. If you provide a cellular phone number and agree to receive communications from us, you specifically authorize us to send text messages or calls to such number. You represent and warrant you have the authority to grant such authorization. You are not required to consent to receive text messages or calls as a condition of using the Service and may opt out of such messages through the Services.


27. General Provisions

(a) No rule of construction shall apply to our disadvantage on the basis that we prepared this agreement or any part of it and we seek to rely on this agreement or any part of it.

(b) If any provision in this agreement is considered or determined by a court of competent jurisdiction to be unenforceable, or unlawful or inconsistent with any law (whether in whole or in part) in that jurisdiction, then to the extent of the unlawful or unenforceable nature or inconsistency, that provision may be severed from without affecting the remainder of the agreement.

(c) No right under this agreement can be waived except by notice in writing signed by the party waiving it. If a party overlooks a breach of this agreement by the other party on one or more occasions, it is not taken to have agreed to any future breach.

(d) Except as stated in this agreement, we are entitled to change this agreement by giving you 30 days’ notice (together with the updated agreement) and requesting that you stop using Kalix if you do not agree to the changed agreement. You will be deemed to have accepted this agreement (as changed) at the end of such 30-day period.

(e) You cannot transfer, assign, novate or sublicense any or all of its rights, duties or obligations in this agreement to, or share them with, a third party, without our prior approval.

(f) We may transfer, assign, novate or sublicense this agreement without your consent at any time.

(g) If any term or condition of this agreement is inconsistent with the law, then the inconsistent term or condition will be read down to the extent of the inconsistency (or severed if absolutely inconsistent) without affecting the balance of the agreement.

(h) This agreement is the sole and entire agreement between the parties with respect to its subject matter, except for any other agreement which states that it is part of this agreement. Any prior representations, negotiations, arrangements, or understandings are superseded by the terms of this agreement.

(i) In interpreting this agreement, defined terms are set out throughout this agreement and unless the contrary intention is clearly expressed:

  1. a reference to ‘using’ or ‘accessing’ Kalix means only using or accessing our software functionality through SaaS via the web interface or through a mobile application that we approve in writing;
  2. the term ‘includes’ (or any similar term) means “includes without limitation”;
  3. the meaning of general words is not limited by specific examples introduced by ‘including, for example’ or similar expressions; and
  4. ‘law’ includes any statute, legislation, law, regulation, by-law, scheme, determination, guidance, ruling, ordinance, rule or other statutory provision (whether federal, state or local).

(j) From time to time we may customize, modify, enhance, adapt, update, or replace Kalix in our absolute discretion, and a reference to Kalix includes such customization, modification, enhancement, adaptation, update or replacement.