Stasism AS Service and License Agreement

Services Provided

You are granted access to the Provider's SaaS platform, which supports patient management and analytics dashboards, exercises, assessments, and games through AI video analysis and digital integration (“Services”). The platform is designed to facilitate physical therapy management and treatment, excluding any diagnostic purposes.

Prohibition on Diagnostic Use

The Services provided are strictly intended for facilitating and supporting physical therapy management and treatment. The Client is expressly prohibited from using the Services for diagnostic purposes. This includes, but is not limited to, using any features, data, or analytics provided by the platform to diagnose medical conditions or make clinical decisions beyond those related to the intended management and treatment functions.

Violation of this prohibition constitutes a breach of this Agreement and may result in immediate termination of the Services.

License

The Provider hereby grants the Client a non-exclusive, non-transferable license to access and use the Services both within the Client's premises and to extend such access to the Client's patients for use at their homes. This license is specifically granted for the sole purpose of facilitating and supporting physical therapy management and treatment through the use of the Services provided by the Provider.

Under this license, the Client is expressly prohibited from sublicensing, selling, leasing, transferring, assigning, or otherwise distributing the Services or any rights to use the Services to any third party. The Client is also prohibited from modifying, making derivative works of, disassembling, decompiling, reverse engineering, or attempting to discover the source code or underlying algorithms of the software provided as part of the Services, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

The Client agrees to prevent any unauthorized access to, or use of, the Services and to notify the Provider promptly of any such unauthorized access or use. The Client is responsible for ensuring that all use of the Services, whether within the Client’s premises or by patients at home, complies with this Agreement, including adherence to applicable laws and regulations. Furthermore, the Client shall ensure that patients are informed of and agree to any terms of use applicable to their access and use of the Services at home.

Violation of these license restrictions constitutes a breach of this Agreement and may result in immediate termination of the license granted hereunder and/or legal action.

Warranties

Provider Warranties

The Provider warrants that it possesses all necessary rights, licenses, and permissions to provide the Services to the Client as outlined in this Agreement. The Provider further warrants that the Services will substantially perform in accordance with the specifications, features, and functionality described in the provided documentation and descriptions, and that under normal use and circumstances, the Services will substantially meet industry standards for quality, reliability, and performance..

Exclusions

The warranties provided do not cover any performance issues, failures, or service interruptions caused by external factors outside of the Provider’'s direct control, including but not limited to:

(a) natural disasters, extreme weather conditions, and other significant disruptive events;

(b) network-related problems attributable to the general operation of the internet;

(d) hardware, software, or services that are not supplied by the Provider.

Additionally, the Provider does not guarantee that the Services will be uninterrupted or completely error-free.

Client Warranties

The Client warrants that the Services will be used in compliance with this Agreement, applicable laws, and regulations, and not for any unauthorized or illegal purposes. The Client further warrants that it has obtained all necessary consents and permissions required for the lawful use and operation of the Services, including the collection and processing of patient data.

Disclaimer

Except for the express warranties stated herein, the Services are provided "AS IS" and the Provider disclaims all other warranties, expressed or implied, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. No advice or information, whether oral or written, obtained by the Client from the Provider or through the Services shall create any warranty not expressly stated in this Agreement.

No Liability for Injuries

The Provider is not responsible for any injuries that the Client’s platform users may sustain while performing exercises or activities directed by the platform. The Client acknowledges that any exercises or activities suggested by the platform are recommendations and that the Client is responsible for ensuring that the Client’s platform users are capable of performing them safely. The Client also acknowledges that it must supervise or guide its platform users, as appropriate, and that any use of the Services is at the Client's own risk.

By using the Services, the Client acknowledges that it relies on its own judgment in determining the suitability of the Services for its purposes and does not rely on any statement, representation, or warranty not expressly set out in this Agreement.

Intellectual Property

Intellectual Property Rights in User-Generated Content

All intellectual property rights in any training programs, materials, or any other content created, uploaded, or otherwise provided by users of the Services ("User-Generated Content") remain with the creator of such content. Creators retain full ownership and the right to control over their User-Generated Content, as long as it is kept private or shared only on a limited basis and not made publicly available.

By opting to make their User-Generated Content public or by sharing it broadly within the Services, the creator grants the Provider a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license to use, copy, modify, distribute, publish, and process that content in any way. This encompasses making the content available to other users of the Services, incorporating it into collective works, utilizing it for the promotion of the Services, and for any other purposes related to the operation and promotion of the Provider's platform.

It is important for creators to understand that once User-Generated Content is made public or shared broadly, and the Provider has chosen to utilize it, retracting or "unsharing" that content may not be feasible, especially if the content has been integrated into the Services, promotional materials, or otherwise relied upon by the Provider or its users. In such cases, the perpetual license granted to the Provider remains in effect, and the Provider retains the right to continue using the content as per the terms of the license. However, the creator may request the Provider to cease new uses of the content, subject to the Provider's discretion and any operational constraints.

Creators are responsible for ensuring their User-Generated Content does not infringe on the intellectual property rights of others and complies with applicable laws and regulations. The Provider reserves the right to remove any User-Generated Content believed to infringe on intellectual property rights or violate laws or regulations.

Provider Intellectual Property Rights

The Provider retains all rights, title, and interest, including all intellectual property rights, in and to the software, platform, and all content created, developed, and provided by the Provider for the Services, excluding User-Generated Content as defined above. This encompasses, but is not limited to, the SaaS platform's technology, software code, interfaces, graphics, design, compilation, information, data, methods, processes, and any other material related to the Services.

The Provider’s names, trademarks, logos, and any other brand feature or service names are owned by the Provider. The Agreement does not grant the Client or any users any rights to use any Provider intellectual property except as necessary to use the Services in accordance with the terms provided herein. Any use of the Provider’s intellectual property beyond the scope of this Agreement without express written permission from the Provider is strictly prohibited and may constitute a violation of the Provider’s intellectual property rights, leading to legal action and enforcement measures.

The Provider’s creation and ownership of its intellectual property rights under this Agreement are essential for the provision, enhancement, and maintenance of the Services. The Provider continuously invests in developing its technology, content, and services to provide the best possible experience for its users. By using the Services, the Client acknowledges and agrees to respect the Provider’s intellectual property rights and to refrain from any actions that would infringe upon these rights.

Fee Structure

The Client agrees to a fee structure that includes a one-time setup fee upon initiation of services and a per-session fee for each patient session. A session is defined as all activity by an individual platform user recorded in a single calendar day in the local time zone, regardless of whether the activity takes place within or outside the Client’s premises. The specific amounts for these fees are detailed in the Provider's Price List, which is provided separately and is incorporated herein by reference.

Payment Schedule

The one-time setup fee is due at the time of signup. Subsequent session fees will be automatically billed at the start of each calendar month, based on the rates specified in the Price List.

Non-Payment Clause

If the Client fails to pay any outstanding fees for the Services, the Provider reserves the right to suspend access to the Services until payment is made. The Provider will notify the Client of the suspension in writing, providing a reasonable time frame for payment to be made.

If the Client does not settle the outstanding amount within 30 days after the notification of suspension, the Provider may cancel the Services entirely, terminating this Agreement. Upon cancellation, access to the Services will cease immediately, and a final invoice will be issued for any outstanding fees.

Cancellations

The Client may cancel the Services at any time. Access to the Services will continue until the end of the current billing month, after which a final invoice will be issued for the month's services based on the terms outlined in the Price List.

The Provider reserves the right to cancel the Services if the Client has not made use of the Services, or has made only insignificant use of the Services, over the last three months. In such an event, the Client will be notified in writing at least 30 days prior to the cancellation date, and access to the Services will continue until the end of the current billing month, followed by a final invoice for the month's services.

Adjustments and Notifications

The Provider reserves the right to modify the fee structure, the specific fees, and the terms of this Agreement at its discretion. Any changes to the fee structure or specific fees will be communicated to the Client through an updated Price List, and changes to the terms of this Agreement will be provided in writing. The Client will be notified of any such adjustments or changes at least three months in advance of their effective date, ensuring transparency and providing the Client ample time to review and make informed decisions regarding the continued use of the Services.

This notification period allows the Client to accept the changes, negotiate adjustments, or, if necessary, terminate the Agreement according to the cancellation policy outlined herein. All notifications under this clause shall be considered duly given when sent to the email address or other contact information provided by the Client at the time of signup or as subsequently updated. It is the Client's responsibility to keep their contact information current to ensure receipt of all notices.

Confidentiality

Both parties (the "Provider" and the "Client") recognize and acknowledge the importance of maintaining the confidentiality of proprietary information and patient data (collectively referred to as "Confidential Information"). For the purposes of this Agreement, Confidential Information shall include but is not limited to:

Technical and operational information related to the Services and software, including but not limited to software code, algorithms, functionalities, and user interfaces.
Business and financial information, including pricing, fees, customer lists, and marketing strategies.
Any personal data of patients collected, processed, or generated through the use of the Services, in compliance with applicable data protection and privacy laws.
Any information explicitly marked or communicated as confidential by either party.

Obligations for Protecting Confidential Information

The Client and the Provider agree to:

Maintain the confidentiality of the Confidential Information using at least the same degree of care that they use to protect their own confidential information, but in no event less than reasonable care.
Only use Confidential Information for the purposes of fulfilling their obligations and exercising their rights under this Agreement.
Restrict access to Confidential Information to employees, contractors, or agents who need to know such information in connection with this Agreement and who are bound by confidentiality obligations that are at least as restrictive as those contained herein.
Promptly report any breaches of confidentiality or unauthorized use of Confidential Information to the other party.

Exceptions to Confidentiality

The obligations set forth in this clause shall not apply to any information that:

Is or becomes publicly known through no breach of this clause by the receiving party.
Is received from a third party without breach of any obligation of confidentiality.
Was independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information, as demonstrated by written records.
Is required to be disclosed by law, regulation, or court order, provided that the receiving party gives the disclosing party reasonable advance notice to contest such requirement.

This confidentiality clause shall survive the termination or expiration of this Agreement and continue in effect until the Confidential Information no longer qualifies as confidential or as agreed by the parties in writing.

Limitation of Liability

Scope of Liability

To the fullest extent permitted by applicable law,the Provider's liability under this Agreement shall be limited to direct damages. The Provider shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Services; (ii) any conduct or content of any third party on the Services; (iii) any content obtained from the Services; and (iv) unauthorized access, use, or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence), or any other legal theory, whether or not the Provider has been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed its essential purpose.

Cap on Damages

Furthermore, the total liability of the Provider to the Client for any claims under this Agreement, whether in contract, tort, or otherwise, is limited to the amount the Client has paid to the Provider for the Services in the six (6) months immediately preceding the claim.

Exclusions

The Provider shall not be liable for failures or delays in performing its obligations under this Agreement due to circumstances beyond its reasonable control, including, without limitation, natural disasters, governmental actions, wars, riots, or other significant disruptions.

Acknowledgment

The Client acknowledges that the fees set forth in this Agreement reflect the allocation of risk set forth in this Agreement and that the Provider would not enter into this Agreement without these limitations on its liability. This section shall survive the termination or expiration of this Agreement.

Use of Anonymized Data

Data Utilization

The Provider is hereby granted the right to use, analyze, and share data derived from the Client's use of the Services, strictly in an anonymized form, for purposes of research, product improvement, and development.

Anonymization

The Provider commits to ensuring that all data used will be fully anonymized to prevent the identification of any individual patients, in compliance with applicable data protection and privacy laws.

Patient Opt-Out

The Client acknowledges the right of individual patients to opt-out of their data being used for such purposes. The Client agrees to provide clear instructions and a simple process for patients wishing to exercise their opt-out right.

Compliance and Transparency

The Provider will maintain transparency about the use of anonymized data and adhere to all relevant laws and regulations regarding data privacy and protection.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of Norway, without regard to its conflict of law provisions. In the event of any dispute arising out of or relating to this Agreement, the parties shall first seek to resolve the disagreement amicably through direct negotiation. If these efforts are unsuccessful within a reasonable period, the dispute shall be referred to and finally resolved by arbitration under the Norwegian Arbitration Act.

The arbitration shall be conducted by three arbitrators. Each party shall appoint one arbitrator, and the two arbitrators thus appointed shall select the third arbitrator, who will act as the chairman of the arbitration panel. If either party fails to appoint an arbitrator within 30 days of a written request from the other party to do so, or if the two appointed arbitrators cannot agree on the third arbitrator within 15 days of their appointment, the appointment shall be made in accordance with the procedures set out in the Norwegian Arbitration Act.

The place of arbitration shall be Oslo, Norway, and the language of the arbitration shall be English, unless both parties agree otherwise. The arbitral tribunal shall decide the dispute in accordance with the substantive laws of Norway. The decision of the arbitral tribunal shall be final and binding upon both parties, and the parties agree to be bound thereby and to act accordingly. The award rendered by the tribunal may be entered and enforced in any court having jurisdiction.

Notwithstanding the foregoing, either party may seek preliminary injunctive relief from any court of competent jurisdiction pending the final decision of the arbitral tribunal, if such relief is necessary to prevent irreparable damage.

This dispute resolution provision shall survive the termination or expiration of this Agreement and is intended to provide a comprehensive mechanism for the resolution of disputes under the auspices of Norwegian law and in accordance with the Norwegian Arbitration Act.