Terms of Service.

I

Acceptance of Terms

By accessing, browsing, or using the Services, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are using the Services on behalf of an organization, you represent that you have authority to bind that organization to these Terms, and "you" refers to that organization. We may update these Terms from time to time; continued use of the Services after an update constitutes acceptance of the revised Terms.

II

Description of Services

Oneshot Translation provides language access services including, but not limited to:

• Oneshot AI — real-time, AI-assisted medical interpretation software and associated hardware;
• Certified human interpretation, on-site and remote;
• Document translation and certification;
• Localization, transcription, and related linguistic services.

Specific Services, deliverables, fees, and service levels are described in your applicable order form, Statement of Work, or pilot agreement (an "Order"). In the event of conflict between these Terms and an Order, the Order controls for that engagement.

III

Eligibility and Accounts

You must be at least 18 years old and capable of forming a binding contract to use the Services. When you register, you agree to provide accurate, current, and complete information and to keep that information up to date. You are responsible for safeguarding your credentials and for all activity that occurs under your account. Notify us immediately at info@oneshottranslation.com if you suspect unauthorized use of your account.

IV

Fees and Payment

Fees for the Services are set out in the applicable Order. Unless stated otherwise, invoices are due within thirty (30) days of the invoice date. Late amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. You are responsible for all taxes other than taxes based on our net income. We may suspend the Services for non-payment after reasonable written notice.

V

Acceptable Use

You agree not to, and not to permit any third party to:

• use the Services in violation of any applicable law or regulation, including HIPAA, the HITECH Act, and state privacy laws;
• upload, transmit, or store material that is unlawful, defamatory, infringing, or otherwise objectionable;
• reverse engineer, decompile, or attempt to extract source code from the Services except to the extent expressly permitted by law;
• interfere with or disrupt the integrity or performance of the Services, including by introducing malware or attempting unauthorized access;
• resell, sublicense, or otherwise make the Services available to any third party except as expressly permitted in writing;
• use the Services to develop a competing product or service.

VI

HIPAA and Patient Data

If you are a Covered Entity or Business Associate under HIPAA and you use the Services to create, receive, maintain, or transmit Protected Health Information ("PHI"), a Business Associate Agreement ("BAA") must be in place between you and the Company. Our standard BAA is available on request. You are solely responsible for ensuring that your use of the Services complies with all applicable privacy and security requirements and for obtaining any patient consents required by law.

VII

Intellectual Property

The Services, including all software, hardware designs, models, content, trademarks, and documentation, are and remain the exclusive property of the Company and its licensors. Subject to your compliance with these Terms and payment of all fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes during the term of your Order.

You retain ownership of any data you provide to the Services ("Customer Data"). You grant us a worldwide, royalty-free license to host, copy, process, and display Customer Data solely to provide and improve the Services and as otherwise permitted under the Privacy Policy and any applicable BAA.

VIII

Confidentiality

Each party may receive non-public information of the other party that is marked or reasonably understood to be confidential ("Confidential Information"). The receiving party will use the same degree of care it uses to protect its own Confidential Information of like importance (and in no event less than reasonable care), will not disclose Confidential Information to third parties except to its representatives bound by similar confidentiality obligations, and will use Confidential Information only to perform under these Terms.

IX

Third-Party Services

The Services may integrate with or link to third-party products, websites, or services. We do not control and are not responsible for third-party services, and your use of them is subject to the third party's terms. Inclusion of any third-party service does not constitute an endorsement.

X

Disclaimers

EXCEPT AS EXPRESSLY STATED IN AN ORDER OR REQUIRED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND THE COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT INTERPRETATION OR TRANSLATION OUTPUT WILL BE ENTIRELY ACCURATE. AI-ASSISTED INTERPRETATION IS AN ASSISTIVE TOOL AND IS NOT A SUBSTITUTE FOR CLINICAL JUDGMENT.

XI

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR REVENUES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO THE COMPANY UNDER THE APPLICABLE ORDER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS DO NOT APPLY TO LIABILITY FOR FRAUD, GROSS NEGLIGENCE, OR INDEMNIFICATION OBLIGATIONS.

XII

Indemnification

You will defend, indemnify, and hold harmless the Company and its affiliates, officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to (a) your violation of these Terms or any applicable law, (b) Customer Data you provide to the Services, or (c) your use of the Services in a manner not permitted by these Terms.

XIII

Termination

Either party may terminate these Terms or an Order for cause if the other party materially breaches and fails to cure within thirty (30) days of written notice. We may suspend or terminate your access immediately if we reasonably believe your use of the Services poses a security, legal, or operational risk. On termination, your right to use the Services ceases and you must pay all amounts accrued through the termination date. Sections that by their nature should survive termination will survive.

XIV

Governing Law and Disputes

These Terms are governed by the laws of the State of Michigan, without regard to its conflict-of-laws rules. The parties consent to the exclusive jurisdiction of the state and federal courts located in Kalamazoo County, Michigan, for any dispute arising out of or related to these Terms, except that either party may seek injunctive or equitable relief in any court of competent jurisdiction.

XV

Changes to These Terms

We may update these Terms from time to time by posting a revised version on this page and updating the "Effective as of" date. Material changes will be communicated to active customers by email or in-product notice. Your continued use of the Services after the effective date of revised Terms constitutes your acceptance of them.

XVI

Contact Information

Questions about these Terms may be directed to:

Oneshot Translation
600 Plastics Place
Kalamazoo, MI 49001, USA
Email: info@oneshottranslation.com
Phone: (269) 218-0153