1. Agreement to Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and HapPhi, Inc., a Delaware corporation ("HapPhi," "we," "us," or "our"), governing your access to and use of the case1.ai platform and related services (collectively, the "Services").

By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, including our Privacy Policy and Business Associate Agreement. If you do not agree to these Terms, you must not access or use the Services.

Contact Information:
HapPhi, Inc.
Email: eb@happhi.com

2. Service Description

case1.ai is an AI-powered workers' compensation case management platform that enables healthcare professionals, insurance carriers, third-party administrators, and employers to manage workers' compensation claims efficiently. The Services include:

• AI-powered case assignment and risk prediction
• Document management and processing
• HIPAA-compliant video consultations
• Provider network management
• Communication tools and tracking
• Analytics and reporting
• Integration capabilities with third-party systems

HapPhi reserves the right to modify, suspend, or discontinue any aspect of the Services at any time with reasonable notice to Customer.

4. Account Registration and Access

4.1 Account Creation

To access the Services, you must create an account and provide accurate, current, and complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

4.2 User Authorization

Customer represents and warrants that:

• All users accessing the Services are authorized by Customer
• Customer has obtained all necessary consents and authorizations to share PHI with HapPhi
• Users will comply with all applicable laws, including HIPAA and state privacy laws
• Customer will immediately notify HapPhi of any unauthorized access or security breach

4.3 Account Termination

HapPhi reserves the right to suspend or terminate your account if you violate these Terms, engage in fraudulent activity, or pose a security risk to the Services or other users.

5. Payment Terms

5.1 Fees

Customer agrees to pay all fees as specified in the applicable subscription plan or Order Form. Fees are based on the plan selected and are billed in advance on a monthly or annual basis.

5.2 Payment Method

Customer must provide valid payment information. By providing payment information, you authorize HapPhi to charge the payment method on file for all fees incurred.

5.3 Late Payment

If payment is not received within 15 days of the due date, HapPhi may suspend access to the Services until payment is received. Late payments may incur interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

5.4 Refund Policy

Fees are non-refundable except as required by law or as expressly stated in the Order Form. If you cancel your subscription, you will retain access to the Services through the end of your current billing period.

6. Data Ownership and Usage

6.1 Customer Data

Customer retains all right, title, and interest in and to Customer Data (including PHI). Customer grants HapPhi a limited, non-exclusive license to access, process, and use Customer Data solely to provide the Services and as permitted by the BAA.

6.2 Aggregated and De-Identified Data

HapPhi may create aggregated, de-identified data from Customer Data that does not identify Customer or any individual. Such de-identified data may be used by HapPhi for analytics, machine learning model training, benchmarking, and service improvements, provided it complies with HIPAA de-identification standards under 45 CFR § 164.514.

6.3 Data Retention and Deletion

Upon termination of the Services, HapPhi will retain Customer Data for 90 days to allow for data retrieval. After 90 days, HapPhi will securely delete or return all PHI as directed by Customer, except where retention is required by law. Deletion will be performed in accordance with NIST SP 800-88 guidelines for media sanitization.

7. Intellectual Property Rights

7.1 HapPhi Property

The Services, including all software, algorithms, AI models, user interfaces, designs, and documentation, are the exclusive property of HapPhi and are protected by U.S. and international copyright, trademark, and other intellectual property laws.

7.2 Restrictions

Customer shall not:

• Copy, modify, or create derivative works of the Services
• Reverse engineer, decompile, or disassemble the Services
• Remove or obscure any proprietary notices
• Sublicense, sell, or distribute the Services to third parties
• Use the Services to develop competing products or services

8. Warranties and Disclaimers

8.1 Service Warranty

HapPhi warrants that the Services will perform substantially in accordance with the documentation. This warranty does not apply to issues arising from Customer misuse, unauthorized modifications, or third-party systems.

8.2 Medical Disclaimer

THE SERVICES DO NOT PROVIDE MEDICAL ADVICE. The Services are administrative tools and do not replace professional medical judgment. AI-generated recommendations are for informational purposes only and must be reviewed by qualified healthcare professionals before implementation. HapPhi is not responsible for treatment decisions, medical outcomes, or clinical judgments made by users.

8.3 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY OF DATA. HAPPHI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

9.1 Exclusion of Damages

IN NO EVENT SHALL HAPPHI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF HAPPHI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Liability Cap

HAPPHI'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO HAPPHI IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9.3 Exceptions

The limitations in this Section 9 do not apply to: (a) HapPhi's obligations under the BAA or HIPAA; (b) Customer's payment obligations; (c) Customer's violation of HapPhi's intellectual property rights; or (d) liability that cannot be limited by law (such as fraud or willful misconduct).

10. Indemnification

Customer agrees to indemnify, defend, and hold harmless HapPhi, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Customer's use or misuse of the Services
• Customer's violation of these Terms or applicable laws
• Customer's infringement of third-party intellectual property rights
• Customer Data or the sharing of Customer Data with HapPhi
• Medical or treatment decisions made by Customer or its users
• Customer's breach of the BAA or HIPAA obligations

11. Confidentiality

Each party ("Receiving Party") agrees to maintain the confidentiality of all Confidential Information disclosed by the other party ("Disclosing Party") and to use such Confidential Information solely for purposes of performing under these Terms. "Confidential Information" includes non-public information about business operations, technology, customers, and pricing.

This obligation does not apply to information that: (a) is or becomes publicly available through no breach of these Terms; (b) was rightfully known prior to disclosure; (c) is independently developed; or (d) is required to be disclosed by law or court order.

PHI is governed by the BAA and HIPAA, not this confidentiality provision.

12. Term and Termination

12.1 Term

These Terms commence when you first access the Services and continue until terminated by either party.

12.2 Termination for Convenience

Either party may terminate these Terms for any reason with 30 days' written notice. Customer remains responsible for fees incurred through the end of the billing period.

12.3 Termination for Cause

Either party may terminate these Terms immediately if the other party: (a) materially breaches these Terms and fails to cure within 15 days of written notice; (b) becomes insolvent or subject to bankruptcy proceedings; or (c) violates HIPAA requirements.

12.4 Effect of Termination

Upon termination: (a) Customer's access to the Services will cease; (b) Customer must pay all outstanding fees; (c) HapPhi will provide Customer with an opportunity to retrieve Customer Data for 90 days; (d) after 90 days, HapPhi will securely delete PHI as required by the BAA; and (e) provisions that by their nature should survive (including Sections 6, 7, 8, 9, 10, 11, and 15) will continue to apply.

13. Compliance with Laws

Customer agrees to comply with all applicable federal, state, and local laws and regulations, including but not limited to:

• Health Insurance Portability and Accountability Act (HIPAA)
• Health Information Technology for Economic and Clinical Health Act (HITECH)
• State medical privacy laws and workers' compensation regulations
• Americans with Disabilities Act (ADA)
• Equal Employment Opportunity (EEO) laws
• Computer Fraud and Abuse Act (CFAA)
• Export control and sanctions laws

Customer represents that its use of the Services does not violate any applicable laws or third-party rights.

14. Dispute Resolution

14.1 Informal Resolution

Before initiating formal dispute resolution, the parties agree to attempt to resolve disputes informally by contacting eb@happhi.com.

14.2 Arbitration

Any dispute arising out of or relating to these Terms or the Services that cannot be resolved informally shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in Wilmington, Delaware, or another mutually agreed location.

14.3 Class Action Waiver

TO THE EXTENT PERMITTED BY LAW, ANY DISPUTE MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, MULTIPLE PLAINTIFF, OR SIMILAR PROCEEDING. THE PARTIES EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN ANY CLASS ACTION IN ANY FORUM.

14.4 Injunctive Relief

Notwithstanding the foregoing, either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect intellectual property rights or prevent unauthorized access to the Services.

15. General Provisions

15.1 Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles.

15.2 Entire Agreement

These Terms, together with the Privacy Policy, BAA, and any Order Form, constitute the entire agreement between the parties and supersede all prior agreements, understandings, and representations.

15.3 Amendments

HapPhi may modify these Terms at any time by posting the updated Terms on the website. Material changes will be communicated via email. Continued use of the Services after changes constitutes acceptance of the modified Terms.

15.4 Assignment

Customer may not assign or transfer these Terms without HapPhi's prior written consent. HapPhi may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets.

15.5 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

15.6 Waiver

No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision.

15.7 Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, labor disputes, or government actions.

15.8 Notices

All notices under these Terms must be in writing and sent to:

HapPhi, Inc.
Email: eb@happhi.com