Terms of Use.

These Terms of Use ("Terms") govern access to and use of the websites, applications, and services of Adentris, Inc., a Delaware corporation with offices in Reno, Nevada ("Adentris," "we," "us"), including the Adentris AI-powered platform for healthcare compliance, revenue integrity, and revenue cycle operations (the "Platform").

By creating an account, clicking to accept, executing an Order Form that references these Terms, or using the Platform, you agree to these Terms on behalf of yourself and the organization you represent ("Customer," "you"). If you accept on behalf of an organization, you represent that you have authority to bind it. If you do not agree, do not use the Platform.

1. Scope; Order Forms

1.1 Who These Terms Cover. These Terms apply to all visitors, account holders, and customers, including customers on free, trial, and self-serve plans and customers with paid Enterprise subscriptions.

1.2 Order Forms. Enterprise subscriptions and services are purchased through a signed ordering document executed by Adentris and Customer that references these Terms (an "Order Form"). Each Order Form incorporates these Terms and states the Services selected and the commercial terms: fees, included volumes, overage rates, implementation scope, and subscription start date. In the event of conflict, the order of precedence is: (a) the BAA (as defined in Section 10), solely with respect to Protected Health Information; (b) the Order Form and any SOW; and (c) these Terms.

1.3 Version Applicable to Order Forms. For Customers with an active Order Form, the version of these Terms in effect on the Order Form execution date governs for the then-current subscription term. Updated Terms take effect upon renewal, except that updates which do not materially reduce Customer's rights or the Services' core functionality (including legal, security, and operational updates) may take effect during the term upon notice.

2. The Services

2.1 Platform Modules. The Platform comprises the following modules ("Modules"), provided as selected in the applicable Order Form:

• Chart Review & Compliance — AI-assisted review of clinical documentation and charts for documentation completeness, compliance findings, and coding support, with findings surfaced for review by Customer personnel.
• Claims Compliance & Revenue Integrity — pre-submission AI review of claims against coding standards (including CPT, ICD-10, HCPCS) and payer rules, correction suggestions, and, where supported, write-back of corrections to Customer's EHR or practice management system.
• Post-Submission Claims Support — workflows for denial analysis, correction and resubmission support, and preparation of appeal drafts and supporting documentation for Customer's review and authorization.
• Document Generation — AI-assisted generation of drafts of administrative, clinical-administrative, and billing-related documents (such as appeal letters, documentation templates, and summaries) for review and finalization by Customer personnel.

2.2 Managed Billing Services. Where selected in an Order Form or SOW, Adentris performs billing and revenue cycle operations on Customer's behalf using the Platform ("Managed Billing Services"), in accordance with the scope, service descriptions, volumes, and fees stated in the Order Form or SOW. In connection with Managed Billing Services: (a) Customer remains the enrolled provider of record with all payers and remains responsible for its obligations to payers and regulators; (b) Customer retains final authority over billing decisions and designates the workflows in which Adentris may act without item-by-item approval; (c) Customer is responsible for the accuracy and completeness of source clinical documentation and demographic and coverage information; and (d) Adentris will perform Managed Billing Services in a professional and workmanlike manner consistent with the agreed scope. Additional or conflicting terms in the Order Form or SOW prevail for Managed Billing Services.

2.3 SOWs. Implementation and service details may be set out in a statement of work referencing these Terms (an "SOW"). Each SOW is governed by these Terms and the applicable Order Form.

2.4 Services Selected. Adentris will provide only the Modules, Managed Billing Services, and implementation services listed in the applicable Order Form or SOW (collectively, the "Services"). Additional Services may be added by a new or amended Order Form or SOW.

3. Definitions

3.1 "Customer Data" means electronic data submitted to the Services by or on behalf of Customer, including claims data, clinical documentation, charts, and data retrieved from Customer's EHR or practice management system under Customer's authorization.

3.2 "De-Identified Data" means data derived from Customer Data that has been de-identified in accordance with 45 C.F.R. § 164.514(a)–(b) and no longer identifies Customer, any patient, or any provider.

3.3 "Users" means individuals authorized by Customer to use the Services under Customer's account, such as Customer's employees and contractors. Customer is responsible for its Users and for all activity under its account.

3.4 "Enterprise Subscription" means a paid subscription purchased under an executed Order Form.

4. Accounts

4.1 You must provide accurate registration information and keep it current, safeguard account credentials, and promptly notify us at support@adentris.com of any unauthorized use. The Services are intended for business use by healthcare organizations and their service providers in the United States; they are not directed to individuals under 18.

5. Plans and Billing

5.1 Free and Trial Plans. Free and trial plans are provided for evaluation, may be modified, limited, or discontinued at any time, and carry no availability or support commitments.

5.2 Self-Serve Paid Plans. Self-serve paid plans are billed in advance for the selected billing period and renew automatically until cancelled through account settings; cancellation takes effect at the end of the current billing period.

5.3 Enterprise Subscriptions. Enterprise Subscription fees are stated in the Order Form. Unless the Order Form states otherwise: (a) platform subscription fees are invoiced annually in advance; (b) usage-based fees (including per-claim or per-chart overage) and Managed Billing Services fees are invoiced monthly in arrears; and (c) implementation fees are invoiced upon Order Form execution.

5.4 Payment Terms. Invoices are due net thirty (30) days from the invoice date. Fees are non-cancelable and non-refundable except as expressly stated in these Terms or required by law, and are exclusive of taxes (Customer is responsible for applicable taxes other than taxes on Adentris's income). Overdue amounts accrue interest at 1.5% per month or the maximum lawful rate, whichever is less. If any undisputed amount is more than thirty (30) days overdue, Adentris may suspend the Services upon fifteen (15) days' written notice until paid; suspension does not relieve payment obligations. Good-faith invoice disputes must be raised within fifteen (15) days of the invoice date, with undisputed amounts paid when due.

6. Subscription Term, Renewal, and Price Changes

6.1 Term and Auto-Renewal. Unless the Order Form states otherwise, each Enterprise Subscription has an initial term of twelve (12) months and automatically renews for successive twelve (12) month terms, unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.

6.2 Renewal Pricing. Adentris may increase Enterprise Subscription and usage fees effective at the start of any renewal term by up to five percent (5%) over the fees for the immediately preceding term, by written notice (email sufficient) at least sixty (60) days before the renewal date. Any larger increase requires Customer's written agreement.

7. Termination

7.1 Material Breach. Either party may terminate the Order Form or these Terms if the other party materially breaches them and fails to cure within thirty (30) days after written notice describing the breach in reasonable detail. Customer's failure to pay undisputed fees when due is a material breach.

7.2 Chronic Service Failure (Enterprise). For Enterprise Subscriptions, Customer's sole and exclusive rights to terminate early for Service availability or performance issues are the following, each a "Chronic Service Failure":

• (a) Monthly Uptime (Section 12) falls below 95.0% in each of two (2) consecutive calendar months; or
• (b) Monthly Uptime falls below the 99.5% Uptime Commitment in any four (4) calendar months within a rolling six (6) month period; or
• (c) the core functionality of the Modules selected in the Order Form is materially inoperable for Customer for ten (10) or more consecutive business days, excluding the Exclusions in Section 12.

7.3 Exercise; Waiver. To terminate under Section 7.2, Customer must give written notice within thirty (30) days after the end of the calendar month in which the Chronic Service Failure occurred, identifying the triggering event; otherwise the termination right for that event is waived. Upon such termination, Adentris will refund the pro-rata portion of prepaid subscription fees for the unused remainder of the then-current term; this refund and accrued service credits are Customer's sole and exclusive remedy for the Chronic Service Failure.

7.4 Insolvency. Either party may terminate immediately upon written notice if the other party ceases to conduct business in the ordinary course, makes a general assignment for the benefit of creditors, becomes subject to bankruptcy or receivership proceedings not dismissed within sixty (60) days, or is dissolved or liquidated.

7.5 No Termination for Convenience. Except as expressly stated in Sections 7.1, 7.2, and 7.4, neither party may terminate an Enterprise Subscription before the end of its term. For clarity, none of the following gives Customer a right of early termination or refund: dissatisfaction with results, denial rates, or return on investment; changes in Customer's budget, staffing, ownership, strategy, or vendor preferences; Customer's migration to a different EHR or practice management system; individual defects, errors, or downtime events that do not constitute a Chronic Service Failure; or Service changes that do not materially reduce core functionality. Service credits under Section 12 are the sole and exclusive remedy for availability and support failures that do not constitute a Chronic Service Failure. Self-serve plans may be cancelled per Section 5.2.

7.6 Effect; Data Export and Deletion. Upon expiration or termination: access ends; Customer pays all fees accrued through the effective date; and if Adentris terminates for Customer's material breach, all fees for the remainder of the then-current term become immediately due. For thirty (30) days after termination of an Enterprise Subscription, Adentris will make Customer Data available for export in a commonly used format upon written request, and will reasonably cooperate in the orderly transition of any in-progress Managed Billing Services work; thereafter Adentris will delete Customer Data within sixty (60) days, except De-Identified Data and routine backup copies (which remain protected under these Terms until deleted) and data retained as required by law. Sections 7.6, 8, 9, and 14 through 22 survive.

8. Acceptable Use

Customer will not, and will not permit anyone to:

• sell, resell, rent, or provide service-bureau access to the Services, or use them on behalf of any organization other than the Customer account holder;
• reverse engineer, decompile, or attempt to extract source code, models, or algorithms, or use the Services or their output to build or train a competing product or model;
• copy, modify, or create derivative works of the Platform;
• probe, scan, or breach security or authentication controls, or interfere with the Services' operation;
• upload malicious code, or data Customer does not have the legal right to share;
• use the Services to submit false, fraudulent, or misleading claims or appeals to any payer, or otherwise in violation of applicable law;
• exceed or circumvent usage limits, or scrape the Services outside documented interfaces.

Adentris may suspend access immediately where reasonably necessary to address a security risk, unlawful activity, or a material violation of this Section 8, and will, where practicable, notify Customer and work to restore access.

9. Customer Data; AI and De-Identified Data

9.1 Ownership and License. As between the parties, Customer owns Customer Data. Customer grants Adentris a non-exclusive license to host, process, transmit, and display Customer Data solely to provide, secure, support, and improve the Services, to comply with law, and as otherwise permitted by these Terms and the BAA.

9.2 De-Identified Data. Adentris may create De-Identified Data from Customer Data and may use, retain, and disclose De-Identified Data during and after the term for lawful business purposes, including improving and training the Platform's models and rules, benchmarking, and analytics. Adentris will not attempt to re-identify De-Identified Data and will not publish analytics in a manner that identifies Customer without consent.

9.3 Usage Data; Security. Adentris may collect technical and operational data about Service usage to operate, secure, and improve the Services. Adentris maintains an information security program with administrative, physical, and technical safeguards appropriate to the sensitivity of Customer Data, including SOC 2 Type 2 attestation (or successor framework). Personal information is handled as described in the Adentris Privacy Policy at adentris.com/privacy.

10. HIPAA; Business Associate Agreement

10.1 To the extent Customer Data includes Protected Health Information, the parties will execute a Business Associate Agreement ("BAA") prior to any transmission of Protected Health Information to the Services. The BAA is a separate agreement executed with Adentris and is not included in or amended by these Terms. Customer will not transmit Protected Health Information to the Services unless a BAA is in place; free and trial plans are not intended for Protected Health Information.

11. Third-Party Services

11.1 The Services interoperate with third-party systems, including EHR and practice management platforms and payer portals and clearinghouses, under authorizations Customer provides. Customer is responsible for its agreements with, and fees charged by, those third parties, and for maintaining the access, licenses, and credentials required for the Services to connect to them. Adentris is not responsible for third-party systems, their availability, or changes to their interfaces.

12. Service Levels and Support

12.1 Uptime Commitment (Enterprise). For Enterprise Subscriptions, Adentris will make the Platform available 99.5% of the time in each calendar month (the "Uptime Commitment"). "Monthly Uptime" means total minutes in the month, minus minutes of Downtime, divided by total minutes in the month. "Downtime" means the core functionality of the Modules selected in the Order Form is unavailable to Customer, excluding the Exclusions below.

12.2 Exclusions. Downtime does not include unavailability caused by: (a) scheduled maintenance performed outside peak business hours with at least 48 hours' notice; (b) emergency maintenance reasonably necessary to protect the Services or data; (c) Customer's or its vendors' systems, networks, or acts or omissions, including EHR or practice management outages, interface changes, or credential issues; (d) general internet or telecommunications failures outside Adentris's control; or (e) force majeure events.

12.3 Service Credits (Enterprise). If Monthly Uptime is: 99.0% to below 99.5%, credit of 5%; 98.0% to below 99.0%, credit of 10%; below 98.0%, credit of 20%; in each case of that month's pro-rated platform subscription fee. Customer must request a credit in writing within thirty (30) days after the end of the affected month. Credits are applied against the next invoice (or refunded if no further invoice will issue) and are capped at 20% per month. Except for Customer's termination right under Section 7.2, service credits are Customer's sole and exclusive remedy for any failure to meet the Uptime Commitment.

12.4 Support. Support is available by email and in-platform channels during business hours: Monday–Friday, 8:00 a.m.–6:00 p.m. Eastern Time, excluding U.S. federal holidays. For Enterprise Subscriptions, target initial response times are: P1 (Services unavailable or claim or chart processing blocked; no workaround), 4 business hours; P2 (material feature degraded; workaround exists), 8 business hours; P3 (general questions, cosmetic issues, configuration), 2 business days. Targets refer to initial substantive response, not resolution; Adentris will use continuous commercially reasonable efforts to resolve P1 issues. Free and self-serve plans receive support on a commercially reasonable basis without response-time or uptime commitments.

13. Implementation and Onboarding

13.1 Adentris Responsibilities. For implementation services purchased under an Order Form or SOW, Adentris will, as applicable to the Services selected:

• assign an implementation lead and project plan with milestones and a target go-live date;
• build and validate integration with Customer's EHR or practice management system, subject to Customer-provided access;
• configure compliance rule sets, approval workflows, confidence thresholds, and document templates for the selected Modules;
• where in scope, analyze Customer's historical claims and denial data and tune the Platform against it;
• deliver training for Customer's coding, billing, and administrative staff;
• provide go-live support for the period stated in the Order Form or SOW, and post-launch tuning;
• for Managed Billing Services, stand up the agreed operational workflows, handoffs, and reporting before assuming in-scope operations.

13.2 Customer Responsibilities. Customer will, at its cost:

• designate a project sponsor and a primary point of contact with authority to make implementation decisions;
• provide EHR or practice management system access, credentials, and interface authorizations within ten (10) business days of kickoff, and maintain them throughout the term;
• provide accurate and complete data reasonably requested for configuration and tuning, including historical claims and denial data where in scope;
• make billing, coding, clinical, and IT subject-matter personnel reasonably available for workshops, validation, and testing;
• ensure staff attend scheduled training and adopt the trained workflows;
• complete review, validation, and acceptance steps within the windows in the project plan, and respond to Adentris requests within five (5) business days unless another period is agreed.

13.3 Delays. Implementation timelines assume timely performance of Customer's responsibilities. Delays caused by Customer or its vendors extend timelines correspondingly and do not suspend or reduce fees. If Customer suspends or delays implementation for more than sixty (60) days in the aggregate, Adentris may invoice any unbilled implementation fees and resume work upon rescheduling, subject to team availability.

14. Confidentiality

14.1 "Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is designated confidential or reasonably should be understood to be confidential, including Order Form terms, Customer Data, and Adentris's technology, pricing, and roadmap; it excludes information that is or becomes public without breach, was known without restriction before disclosure, is independently developed, or is rightfully received from a third party. Recipient will use Confidential Information only to perform under or exercise rights under these Terms, protect it with at least reasonable care, and limit access to personnel and advisors bound by obligations at least as protective. Disclosures required by law are permitted with prior notice to Discloser where legally allowed. These obligations continue for five (5) years after termination, and for trade secrets and Customer Data for as long as the information retains its protected status.

15. Intellectual Property; Feedback

15.1 Adentris and its licensors own the Platform and all related software, models, rule sets, interfaces, documentation, improvements, and De-Identified Data. Customer owns final documents it approves and uses in its operations, without prejudice to Adentris's ownership of the underlying Platform, templates, and generation technology. Customer receives only the limited access rights expressly stated in these Terms and the applicable Order Form. If Customer provides feedback or suggestions, Adentris may use them without restriction or obligation, provided it does not identify Customer without consent under Section 17.

16. Publicity

16.1 By creating an account or executing an Order Form, Customer grants Adentris a non-exclusive, royalty-free right to use Customer's name and logo to identify Customer as an Adentris customer in customer lists, on the adentris.com website, and in sales and marketing materials, consistent with any brand guidelines Customer provides. Press releases, case studies, testimonials, quotes attributed to Customer personnel, and descriptions of Customer-specific results each require Customer's prior written approval (email sufficient). Customer may opt out at any time by written notice to support@adentris.com, and Adentris will cease use of Customer's name and logo in new materials within thirty (30) days; Adentris is not required to recall materials already published or distributed.

17. Warranties; Disclaimers

17.1 Enterprise Warranty. Adentris warrants to Enterprise Subscription customers that during a paid subscription term: (a) the Platform will perform materially in accordance with its documentation; and (b) Managed Billing Services will be performed in a professional and workmanlike manner consistent with the agreed scope. The exclusive remedies for breach of warranty (a) are the remedies in Sections 7.2 and 12; the exclusive remedy for breach of warranty (b) is re-performance of the affected services or, if re-performance is not practicable, a refund of the fees paid for the affected services.

17.2 AI Output; Professional Responsibility. The Modules provide decision-support tools only. AI-generated output, including chart review findings, coding and compliance suggestions, generated documents, appeal drafts, and claim corrections, must be reviewed by qualified Customer personnel before use, submission, or reliance. The Services do not provide legal, coding, billing, or medical advice, and are not a substitute for professional judgment. Except where Adentris expressly assumes an operational task within the agreed scope of Managed Billing Services, Customer retains sole responsibility for the accuracy, completeness, and lawfulness of all claims, appeals, and documents submitted to any payer or other party. In all cases, Customer remains the enrolled provider of record and remains responsible for its obligations to payers and regulators and for the accuracy of source documentation.

17.3 General Disclaimers. Except as expressly stated in these Terms or an Order Form, the Services are provided "as is" and "as available," without warranties of any kind, express, implied, or statutory, including merchantability, fitness for a particular purpose, and non-infringement. Adentris does not warrant uninterrupted or error-free operation, detection of all coding or compliance errors, success of any appeal, or any particular clean-claim rate, denial rate, reimbursement, collection rate, revenue, or return on investment. Illustrative ROI figures in proposals and marketing materials are estimates, not commitments.

18. Indemnification

18.1 By Adentris (Enterprise). Adentris will defend Enterprise Subscription customers against any third-party claim alleging that the Platform, as provided by Adentris and used as permitted, infringes a U.S. patent, copyright, or trademark or misappropriates a trade secret, and will indemnify Customer for damages, costs, and reasonable attorneys' fees finally awarded or agreed in settlement. If such a claim arises or is likely, Adentris may procure the right to continued use, modify or replace the Platform to be non-infringing, or terminate the affected subscription and refund prepaid fees for the unused remainder of the term. Adentris has no obligation for claims arising from Customer Data, combinations with items not provided by Adentris, modifications not made by Adentris, or use in violation of these Terms. This Section states Adentris's entire liability and Customer's exclusive remedy for infringement claims.

18.2 By Customer. Customer will defend Adentris against any third-party claim arising from: (a) Customer Data, including allegations that it was collected or shared unlawfully; (b) Customer's claims submissions, appeals, or billing practices, except to the extent caused by Adentris's failure to perform Managed Billing Services in accordance with Section 17.1(b); or (c) Customer's use of the Services in violation of these Terms or applicable law, and will indemnify Adentris for damages, costs, and reasonable attorneys' fees finally awarded or agreed in settlement.

18.3 Procedure. The indemnified party must promptly notify the indemnifying party (failure relieves the indemnifying party only to the extent prejudiced), grant sole control of the defense and settlement (any settlement imposing non-monetary obligations on the indemnified party requires its consent), and reasonably cooperate at the indemnifying party's expense.

19. Limitation of Liability

19.1 To the maximum extent permitted by law: (a) neither party will be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, revenue, or data, even if advised of the possibility; and (b) each party's total cumulative liability arising out of or related to these Terms will not exceed the total fees paid or payable by Customer under the applicable Order Form for the twelve (12) months preceding the first event giving rise to liability, or, for customers without an Order Form, the greater of the amounts paid to Adentris in the twelve (12) months preceding the claim or one hundred U.S. dollars ($100).

19.2 Exceptions. Section 19.1 does not apply to: (a) Customer's payment obligations; (b) Customer's breach of Section 8 (Acceptable Use); (c) a party's indemnification obligations under Section 18; or (d) liability that cannot be limited under applicable law, including a party's gross negligence or willful misconduct. These limitations are an essential basis of the bargain and apply even if a remedy fails of its essential purpose.

20. Responsibilities of the Parties

Summary of operational responsibilities. "A" = Adentris; "C" = Customer; "S" = Shared. Rows apply to the extent the corresponding Service is selected in the Order Form. This matrix summarizes obligations stated elsewhere in these Terms and the applicable Order Form or SOW and does not expand them.

Adentris's performance is conditioned on Customer's timely performance of its responsibilities. Adentris is not responsible for delays or nonperformance to the extent caused by Customer's failure to perform, by Customer's systems or vendors (including EHR or practice management outages or interface changes), or by inaccurate Customer Data.

21. Changes to These Terms

21.1 Adentris may update these Terms from time to time. Material changes will be notified by posting on adentris.com, in-platform notice, or email, and take effect on the stated effective date. For Customers with an active Order Form, Section 1.3 governs which version applies. Continued use after the effective date constitutes acceptance.

22. Governing Law; General

22.1 Governing Law; Venue. These Terms are governed by the laws of the State of Nevada, without regard to conflict-of-laws rules. Disputes will be resolved exclusively in the state and federal courts located in Washoe County, Nevada; the parties consent to their jurisdiction and waive any objection to venue and any right to a jury trial.

22.2 General. Neither party may assign these Terms without the other's prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets, upon written notice. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, provided it uses reasonable efforts to mitigate. If any provision is unenforceable, it will be modified to the minimum extent necessary and the remainder remains in effect; failure to enforce is not a waiver. The parties are independent contractors. These Terms, together with the Privacy Policy, any Order Form, any SOW, and the BAA, are the entire agreement regarding the Services; terms in Customer purchase orders or vendor portals are void. Legal notices to Adentris: legal@adentris.com.