General Terms Of Service
Last Updated: February 18, 2026
These General Terms of Service (these “General Terms”) govern the provision of Services provided by S2N Health Inc. (“Provider”) to the customer (“Customer”) and its Authorized Users pursuant to (i) a Master Subscription Agreement separately executed between Provider and Customer (the “Customer MSA”) and (ii) one or more Order Forms executed by the Customer. These General Terms, together with the Customer MSA and any Order Forms executed by the Customer, constitute the “Agreement” between Provider and Customer. In the event of any conflict between the terms of these General Terms and the Customer MSA, the terms of the Customer MSA shall control. References herein to a “party” or the “parties” refer to Provider and Customer, as applicable. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Customer MSA or Customer Order Form, as applicable.
AMA LICENSE GRANT & CONTENT NOTICE
1.1. Content from the print publication of Current Procedural Terminology, as may be amended or updated from time to time (“CPT”), and CPT Standard data file published by the American Medical Association (“AMA Content”) is copyrighted by the American Medical Association (the “AMA”); CPT is a registered trademark of the AMA.
1.2. Provider, as a party to a license agreement with the AMA (the “AMA License”), is authorized to grant, and hereby grants, Customer and each Authorized User a limited, non-exclusive, non-transferable, non-sublicensable sublicense to use AMA Content in connection with the provision of the Services, for the sole purpose of Customer’s Internal Business Purposes within the United States and its territories.
1.3. The sublicense granted hereunder is subject to the AMA License and shall automatically terminate upon termination of the AMA License.
1.4. To the extent permitted by applicable law, Customer expressly acknowledges and agrees that use of the AMA Content is at Customer’s sole risk and the AMA Content is provided “as is” without warranty of any kind. The AMA does not directly or indirectly practice medicine or dispense medical services. 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 Content does not replace the AMA’s CPT book or other appropriate coding authority. The coding information contained in the AMA Content may only be used as a guide.
1.5. U.S. Government End Users. CPT is commercial technical data, which was developed exclusively at private expense by the AMA, 330 North Wabash Avenue, Chicago, Illinois 60611. This agreement does not grant the United States federal government a direct license to use CPT based on FAR 52.227-14 (Data Rights - General) and DFARS 252.227-7015 (Technical Data - Commercial Items).
1.6. Customer expressly consents to the release of Customer’s name to the AMA. AMA is a third-party beneficiary of the license grant contained in this Section 1.
CONDITIONS
2.1. Customer Prohibitions. Customer shall not use the Services in connection with:
Establishing a consumer's eligibility for credit or insurance to be used primarily for personal, family or household purposes;
Assessing risks associated with existing credit obligations of a consumer;
Evaluating a consumer for employment, promotion, reassignment or retention as an employee;
Any tenancy verification or in connection with any application to rent real property;
Determining a consumer's eligibility for a license or other benefit that depends on an applicant's financial responsibility or status;
As a potential investor or servicer, or current insurer, in connection with a valuation of, or assessment of credit or prepayment risks associated with, an existing credit obligation;
Any information, service or product sold or delivered to a "Consumer" (as that term is defined in the Fair Credit Reporting Act, or “FCRA”) that constitutes or is derived in substantial part from a Consumer Report;
Determining eligibility for any government benefit or service; or
Any other purpose under the FCRA.
2.2. Customer Obligations & Restrictions.
2.2.1. Customer Systems and Cooperation. Customer shall (a) provide all cooperation and assistance as Provider may reasonably request to enable Provider to exercise its rights and perform its obligations in connection with this Agreement; and (b) be solely responsible for Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services (“Customer Systems”).
2.2.2. Access and Security. Customer shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to securely administer the distribution and use of all access credentials and protect against any unauthorized access to or use of the Services. If a password is required to access an Authorized User’s account, such Authorized User is responsible for using a strong password and keeping it confidential. No Authorized User is permitted to share personal account login credentials with any other person.
2.2.3. Corrective Action and Notice. If Customer becomes aware of any activity prohibited by this Agreement or of use by an unauthorized user or misuse of any account, Customer shall immediately notify Provider of such activity and take all reasonable measures to stop such activity and to mitigate its effects.
2.2.4. Technical Recommendations. The Software consists of a Cloud/SaaS hosted application that runs in a web browser. It is recommended that any Customer System connecting to the Software and/or accessing the Services be configured with a minimum of 8 Gb of RAM for systems using a 32 bit Operating System and 16 Gb RAM for customers using a 64 bit Operating System, and use one of the latest two versions of the Google Chrome Web browser running in Microsoft Windows.
2.2.5. Salesforce Integration. Customer acknowledges and agrees that the Software may be integrated with certain software and functionality provided by http://Salesforce.com , inc. (“Salesforce”). Customer’s use of any Software integrated with Salesforce functionality, software or service (“Integrated Software”) shall be subject to the conditions set forth herein. By accessing or using the Services, Customer hereby acknowledges and agrees to the following:
(a) Customer’s Salesforce Subscription. Customer represents and warrants that Customer has an existing, valid and active main services agreement between Salesforce and Customer (“Salesforce MSA”) and an existing, valid and active Salesforce MSA shall be required through the Subscription Term in order for Customer to continue to receive access to the Integrated Software. Customer’s access to the Integrated Software may be suspended or terminated due to a breach or expiration of the Salesforce MSA.
(b) Customer Data. Any data provided by Customer may be transferred or processed outside of Salesforce systems and Salesforce shall not be responsible for the privacy, security or integrity of any data provided by Customer which is transferred outside of Salesforce systems.
(c) Support. Customer shall only seek technical support related to the Integrated Solution from Provider and Customer shall not seek technical support from Salesforce unless otherwise directed by Provider or Salesforce.
2.3. Provider Obligations. Provider will:
2.3.1. Use commercially reasonable efforts to make the Software available, excluding unavailability as a result of any of the following exceptions: (a) act or omission by Customer or any Authorized User that does not strictly comply with this Agreement; (b) Customer negligence or wrongful conduct; (c) Customer’s or its Authorized User’s Internet connectivity; (d) the occurrence of a Force Majeure Event; (e) failure, interruption, outage, or other problem with any software, hardware, system, network, facility, or other matter not supplied by Provider pursuant to this Agreement; (f) scheduled downtime (which shall be announced on the Software in advance and shall be generally scheduled to occur outside of regular business hours in the eastern time zone of the U.S); (g) disabling, suspension, or termination of the Services pursuant to Section 2 of the Customer MSA; or (h) interruption of hosting services by subcontractors providing such services.
2.3.2. Utilize industry standard security measures and precautions intended to protect against unauthorized access, loss or disclosure of Customer data stored or processed through the Software using at least as much effort Provider uses to protect its own Confidential Information of a similar nature. Customer acknowledges and agrees that, except as expressly set forth in the Customer MSA and these General Terms, Provider is not responsible in any manner for Customer Data (as defined in Section 4 of the Customer MSA) and that Customer is solely responsible for maintaining adequate back-ups of Customer’s data and assumes all risk of loss related to the transmission and storage of Customer Data. Provider is not responsible or liable for any delay or failure of performance of the Services caused in whole or in part by Customer’s delay in performing, or failure to perform, any of its obligations under this Agreement.
2.3.3. Notify Customer in the event Salesforce makes any modifications, upgrades, updates or otherwise terminates access to any Salesforce functionality, software or service which impacts the Integrated Software. In such event, the parties shall work in good faith to determine and mutually agree upon any required changes to the Services and the applicable Order Form, which may include limiting or terminating access to any Integrated Software.
MISCELLANEOUS
3.1. Commercial Computer Software. If any Services or Documentation are acquired by or on behalf of an agency or instrumentality of the United States government, Customer acknowledges and agrees that such Services or Documentation are “commercial computer software” or “commercial computer software documentation” developed at private expense and that, absent a written agreement to the contrary, the government’s rights with respect to such Services or Documentation shall be as set forth in this Agreement, pursuant to FAR § 12.212(a) and/or DFARS § 227.7202-1(a), as amended and as applicable.
3.2. Export Laws. Neither party shall commit any act or request the other party to commit any act which would violate the export control laws, rules or regulations of the United States or any other country.
3.3. Amendment. These General Terms may be amended by Provider from time to time in its sole discretion; provided that changes to these General Terms shall only be effective with respect to Customer upon the earlier of (i) the next Renewal Term of any Customer Order Form or (ii) the execution or signed amendment by Customer of any Order Form after the date of such change to these General Terms.
3.4. Future Commitments. Provider has made no commitments or promises orally or in writing with respect to delivery of any future software features or functions. In relation to any future software features or functions, all presentations, RFP responses and/or product roadmap documents, information or discussions, either prior to or following the date herein, are for informational purposes only, and Provider has no obligation to provide any future releases or upgrades or any features, enhancements or functions, unless delivered under a support program or specifically agreed to in writing by both parties. Customer acknowledges that no purchasing decisions are based upon any future software features or functions.
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