Kanza AI Business Terms Agreement — Clinician

1. Who These Terms Apply To

1.1 These Kanza AI Business Terms — Clinician (“Business Terms”) govern participation in the Kanza CRS Physicians Program by a physician, practice, or other clinician (“Customer” or “you”). Use of our services by individual consumers is governed by the Kanza AI Terms of Use; use by enterprise organizations and developers is governed by the Kanza AI Business Terms Agreement — Enterprise.

1.2 These Business Terms are an agreement between Kanza AI, Inc. (“Kanza,” “we,” or “us”) and you, and incorporate the guidelines and policies we make available in writing (the “Kanza AI’s Policies”) and any ordering document (an “Order Form”), together the “Agreement.” If you separately accept the Business Associate Agreement — Clinician (the “BAA”), it also forms part of the Agreement; the BAA is optional and is required only if you choose to use the Services with Protected Health Information. By accepting these Business Terms at Program onboarding you agree to be bound by them. You represent that you are able to enter into contracts and, if entering on behalf of a practice or entity, that you have authority to bind it. “Kanza Content” means the Services and all software, models, content, and materials we make available, excluding Customer Content.

2. Program Access and the Services

2.1 Program Access. Participation is granted only to a clinician with a verified National Provider Identifier (NPI) who has received a formal nomination and invitation from a clinician appointed by Kanza. Access is personal to the invited clinician and the practice identified at onboarding. Individual login credentials may not be shared; where practice staff (for example, nurses, medical assistants, or scribes) require access, each user must use a separate account issued under your account, and you are responsible for their compliance with this Agreement. You will promptly notify us of any unauthorized access.

2.2 No-Charge Access. Access may be provided without charge or through Service Credits we issue. Providing access at no charge creates no obligation to continue doing so; any fees for future access will be set out in an Order Form.

2.3 The Services. We grant you a non-exclusive, non-transferable right to access and use the Kanza AI Clinical Reasoning System and related services (“Services”) during the Term for use in your clinical practice.

2.4 Intended Use; Clinical Judgment. The Services are clinical decision support intended to support, and not replace, the professional judgment of a qualified clinician. You are solely responsible for all clinical decisions and for evaluating Output for accuracy and appropriateness in each case. You will not use the Services for autonomous diagnosis or treatment without clinician review, for patient-facing deployment as a substitute for professional care, or in any manner inconsistent with their intended use as non-device clinical decision support.

2.5 Data You May Submit. You represent that you will provide only the minimum necessary Protected Health Information (“PHI”) for your use of the Services, and you will not submit data you lack authority or the necessary consents to share, or categories of data prohibited by the Kanza AI Policies.

2.6 Service Levels and Export. Any service-level or availability commitment, and any data export or portability mechanism, applies only if and as set out in an applicable Order Form.

3. Restrictions

3.1 We own all right, title, and interest in the Services and Kanza Content, and you receive only the rights expressly granted. You will not: (a) use the Services or Customer Content in violation of applicable law or the Kanza AI Policies; (b) use them in a way that infringes a third party’s rights; (c) reverse assemble, decompile, or engage in model extraction, or otherwise attempt to discover the source code or underlying components of the Services; (d) use Output to develop artificial-intelligence models or applications that compete with our products and services; (e) extract data from the Services other than as permitted; or (f) transfer your access or credentials to a third party.

4. Content

4.1 Customer Content. You may provide input to the Services (“Input”) and receive output based on it (“Output”), together “Customer Content.” As between you and Kanza, you retain all ownership of your Input, and we assign to you our right, title, and interest, if any, in Output generated for you. You grant Kanza a non-exclusive, royalty-free, worldwide license to use Customer Content to host, operate, and provide the Services to you during the Term.

4.2 Our Use of Customer Content. To the extent Customer Content constitutes PHI, our use and disclosure of it is governed by the BAA, which controls over this Section with respect to that information. As permitted by the BAA, we may de-identify PHI and use and disclose the resulting de-identified data, including to provide and improve our products and services.

4.3 Your Obligations. You are responsible for all Input and represent that you have all rights, licenses, and permissions required to provide it to the Services, including any authorization or consent required by law. You are solely responsible for use of Output and for evaluating it for accuracy and appropriateness, including through human review.

4.4 Similarity of Output. Due to the nature of the Services, Output may not be unique, and our assignment of Output does not extend to other users’ output.

5. Privacy and HIPAA

5.1 If you use the Services to process personal data, you must provide legally adequate privacy notices and obtain necessary consents. The Business Associate Agreement — Clinician (the “BAA”) is optional. Before you use any Service to create, receive, maintain, or transmit PHI, you must first accept the BAA, which, once accepted, forms part of the Agreement and has the same effect as a signature. If you do not accept the BAA, you may use the Services only without PHI.

6. Confidentiality

6.1 “Confidential Information” means non-public business, technical, or financial information disclosed by one party to the other that is identified as confidential or should reasonably be understood to be confidential, and includes Customer Content. The recipient will use it only to exercise its rights and perform its obligations under this Agreement, protect it with reasonable care, and not disclose it except to those with a need to know who are bound by comparable obligations or as required by law (with reasonable advance notice where permitted). These obligations do not apply to information that is public through no fault of the recipient, already known, rightfully received without restriction, or independently developed.

7. Security

7.1 We will maintain an information security program that uses commercially reasonable technical, administrative, and organizational measures consistent with industry standards to protect the Services and Customer Content against unauthorized access, use, or disclosure. These measures include, as then-current elements of our program, encryption in transit and at rest, access controls and authentication, network security and monitoring, logging and incident response, and periodic review of the program. We may update the specific measures over time so long as the protection is not materially reduced.

8. Term; Termination

8.1 Term; Termination. This Agreement begins on the earlier of your acceptance, an Order Form’s effective date, or your first use of the Services, and continues until terminated (the “Term”). Either party may terminate for the other’s uncured material breach after thirty (30) days’ written notice, or if the other becomes insolvent. We may also suspend or terminate access if required by law or to address a security risk or credible risk of harm, and, because the Program is an invitation-only program, we may suspend or terminate your access or participation at any time, with notice where practicable.

8.2 Effect of Termination; Deletion. Termination does not affect accrued rights or obligations, and provisions intended to survive will survive. Following termination, we will delete Customer Content from our active production systems within thirty (30) days; residual copies in backups and disaster-recovery systems are deleted in the ordinary course of our retention cycle and remain protected under this Agreement and the BAA until deleted. De-identified data derived from Customer Content is not Customer Content and survives termination.

9. Warranties; Disclaimer

9.1 We warrant that during the Term the Services will conform in all material respects to the documentation we provide. Except for that warranty, the Services are provided “as is,” and we and our affiliates and licensors disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Services will be uninterrupted, error free, or secure.

10. Indemnification

10.1 By Us. We will defend and indemnify you against third-party claims that the Services infringe a third party’s intellectual-property right, including claims arising from training data we use to train a model that powers the Services, provided that you have complied with this Agreement and the Kanza AI Policies. This does not apply to claims arising from combination with non-Kanza products, modification by anyone other than us, your Input, or your use of the Services in violation of this Agreement or applicable law.

10.2 By You. You will indemnify us and our affiliates and licensors against third-party claims arising from your Input or your use of the Services in violation of this Agreement.

10.3 These remedies are the sole and exclusive remedies for third-party intellectual-property claims. The indemnifying party controls the defense; neither party may settle in a way that imposes liability or admission on the other without consent.

11. Limitation of Liability

11.1 Exclusion of Indirect Damages. Except for a party’s gross negligence or willful misconduct, your breach of Section 3 (Restrictions), either party’s breach of Section 6 (Confidentiality), our breach of Section 7 (Security), or a party’s indemnification obligations, neither party nor its affiliates or licensors will be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages (including lost profits), even if advised of the possibility.

11.2 Liability Cap. Except for a party’s gross negligence or willful misconduct, a party’s indemnification obligations, your breach of Section 3 (Restrictions) or Section 6 (Confidentiality), or your misappropriation of our intellectual property, each party’s total liability under this Agreement will not exceed one thousand U.S. dollars (US$1,000). The excepted matters in this Section are not subject to that cap.

12. Trade Controls

12.1 You must comply with all applicable trade, sanctions, and export-control laws, and may not use the Services in or for any embargoed country or restricted party or for any prohibited end use.

13. Dispute Resolution

YOU AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS.

13.1 You and Kanza will resolve any claim arising out of or relating to this Agreement through final and binding arbitration administered by National Arbitration and Mediation (NAM) before a sole arbitrator, after a sixty (60) day informal-resolution period, in San Francisco, California, or another agreed location. Claims for injunctive relief to stop infringement or unauthorized use may be brought in court. Nothing in this Section requires arbitration of individual actions properly brought in small-claims court.

13.2 No Class Actions. Disputes must be brought individually and not as a class or representative proceeding. If a dispute proceeds in court, each party waives any right to a jury trial.

14. Modifications

14.1 We may update these Business Terms or the Kanza AI Policies with reasonable notice, including by posting the update. If an update materially affects your rights or obligations, we will provide at least thirty (30) days’ notice, and material changes to the arbitration or liability terms require your renewed acceptance. Updates do not apply to disputes arising before they take effect.

15. Miscellaneous

1. 15.1 Feedback; Publicity. If you provide feedback, you grant us the right to use it without restriction. We will not use your name or marks publicly without your approval or as agreed in an Order Form.
2. 15.2 Entire Agreement; Relationship. This Agreement is the entire agreement between the parties on its subject matter and supersedes prior understandings. The parties are independent contractors.
3. 15.3 No Third-Party Beneficiaries; Assignment; Force Majeure; Severability. There are no third-party beneficiaries. You may not assign this Agreement without our consent; we may assign to an affiliate or successor. Neither party is liable for delays caused by conditions beyond its reasonable control (except payment obligations). If any provision is unenforceable, the remainder stays in effect.
4. 15.4 Notices. Notices will be in writing. We may provide notice to the email or registration information on your account. We accept service of process at: Kanza AI, Inc., 2995 Woodside Road, Suite 400, Woodside, California 94062, Attention: Legal, contract-notices@kanza.ai.
5. 15.5 Governing Law; Venue. This Agreement is governed by the laws of the State of California, excluding its conflicts-of-law rules. Except as provided in Section 13, claims will be brought exclusively in the state or federal courts located in San Francisco County, California.