Terms of Service

Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you (whether personally or on behalf of an entity, "you" or "User") and CodePause Inc. ("CodePause," "we," "our," or "us") concerning your access to and use of the codepause.com website and the OutsideINsights platform and related services (collectively, the "Services").

BY ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. If you do not agree to these Terms, you may not access or use the Services.

If you were invited to our beta testing program, sign up here.

1. Definitions

• "Services" means the OutsideINsights platform, our website, and all related tools, features, and functionalities provided by CodePause.
• "User" or "you" means any individual or entity accessing or using the Services.
• "Customer" means a healthcare provider, educational institution, or other organization that has entered into a subscription agreement with CodePause.
• "Protected Health Information" or "PHI" has the meaning set forth in HIPAA and its implementing regulations.
• "Content" means any information, data, text, software, code, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features, and other materials you may view, access, or contribute through the Services.

2. Eligibility

You must meet the following requirements to use our Services:

• You must be at least 18 years of age
• You must have the legal capacity to enter into binding contracts
• If using the Services on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms
• You must not be prohibited from accessing or using the Services under applicable law
• For healthcare providers, you must hold valid professional licenses and credentials in your jurisdiction

3. Account Registration and Security

Account Creation

To access certain features of the Services, you must register for an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Keep your password secure and confidential
• Notify us immediately of any unauthorized access or security breach
• Accept responsibility for all activities that occur under your account

Account Suspension and Termination

We reserve the right to suspend or terminate your account at any time for any reason, including if you violate these Terms, engage in fraudulent activity, or pose a security risk. You may terminate your account at any time by contacting us at support@codepause.com.

4. Subscription and Fees

Pricing

Certain features of the Services require a paid subscription. Pricing is based on your subscription plan and is set forth in your order form or subscription agreement. We reserve the right to modify our pricing with 30 days' notice to existing customers.

Payment Terms

• Fees are billed in advance on a monthly or annual basis, as specified in your subscription plan
• Payment is due upon receipt of invoice unless otherwise agreed in writing
• All fees are non-refundable except as required by law or as expressly stated in these Terms
• You are responsible for all taxes, duties, and other governmental charges
• Late payments may result in service suspension and interest charges of 1.5% per month

Free Trials and Pilots

We may offer free trials or pilot programs at our discretion. These are subject to additional terms and conditions, and we reserve the right to modify or terminate them at any time.

7. Intellectual Property Rights

Our Rights

The Services and all content, features, and functionality (including but not limited to software, text, displays, images, video, and audio) are owned by CodePause and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws. You may not copy, modify, distribute, sell, or lease any part of our Services without our express written permission.

Your Content

You retain ownership of any content you submit to the Services ("Your Content"). By submitting Your Content, you grant CodePause a worldwide, non-exclusive, royalty-free license to use, reproduce, process, adapt, and display Your Content solely to provide the Services to you. This license terminates when you delete Your Content or terminate your account, except where retention is required by law or for legitimate business purposes.

Feedback

If you provide us with feedback, suggestions, or ideas about the Services, you grant us an unrestricted, perpetual license to use and incorporate such feedback without compensation or attribution.

8. Privacy and Data Protection

Our use of your personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you consent to our collection, use, and disclosure of your information as described in the Privacy Policy.

9. Third-Party Services and Links

Our Services may integrate with or contain links to third-party services, websites, or applications. We do not control or endorse these third-party services and are not responsible for their content, privacy practices, or terms of use. Your use of third-party services is at your own risk and subject to their respective terms and policies.

10. Warranties and Disclaimers

Your Warranties

You represent and warrant that:

• You have the right to use the Services and submit Your Content
• Your Content does not violate any third-party rights or applicable laws
• You will comply with all applicable laws, regulations, and professional standards
• You will use the Services only for lawful purposes

Disclaimer of Warranties

Medical Disclaimer

THE SERVICES ARE TOOLS TO ASSIST HEALTHCARE PROVIDERS AND DO NOT CONSTITUTE MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. Healthcare providers are solely responsible for all clinical decisions and must exercise independent professional judgment. CodePause is not responsible for any medical decisions or outcomes resulting from use of the Services.

11. Indemnification

You agree to indemnify, defend, and hold harmless CodePause, its affiliates, officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from:

• Your use or misuse of the Services
• Your violation of these Terms
• Your violation of any rights of another party
• Your Content or any data you submit to the Services
• Your clinical decisions or patient care activities

13. Dispute Resolution

Informal Resolution

Before filing a claim, you agree to contact us at legal@codepause.com and attempt to resolve the dispute informally. We will attempt to resolve disputes in good faith within 60 days.

Binding Arbitration

If informal resolution fails, any dispute arising from or relating to these Terms or the Services shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration will be conducted in Delaware, United States, or another mutually agreed location. The arbitrator's decision will be final and binding.

Class Action Waiver

YOU AND CODEPAUSE AGREE THAT DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY, AND NOT AS A CLASS ACTION, CONSOLIDATED ACTION, OR REPRESENTATIVE ACTION. You waive any right to participate in a class action lawsuit or class-wide arbitration.

Exceptions

Either party may seek equitable relief in court for intellectual property infringement or unauthorized access to the Services.

14. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. To the extent arbitration does not apply, you agree to submit to the exclusive jurisdiction of the state and federal courts located in Delaware.

15. Modifications to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website and updating the "Last Updated" date. For customers with active subscriptions, we will provide at least 30 days' notice via email. Your continued use of the Services after the effective date constitutes acceptance of the modified Terms.

16. Termination

Termination by You

You may terminate your account at any time by contacting us. Upon termination, your right to access the Services will cease immediately.

Termination by Us

We may terminate or suspend your access immediately, without prior notice, for any reason, including if you breach these Terms. We will provide you with access to export your data for 30 days following termination, subject to legal retention requirements.

Effect of Termination

Upon termination, provisions that by their nature should survive will survive, including but not limited to: ownership provisions, warranty disclaimers, indemnification, limitations of liability, and dispute resolution provisions.

17. General Provisions

Entire Agreement

These Terms, together with our Privacy Policy and any executed subscription agreements or BAAs, constitute the entire agreement between you and CodePause regarding the Services.

Severability

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

Waiver

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

Assignment

You may not assign or transfer these Terms or your account without our prior written consent. We may assign these Terms without restriction.

Force Majeure

CodePause shall not be liable for any failure or delay in performance due to causes beyond our reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, or internet service provider failures.