Terms of Service

THE FOLLOWING TERMS OF SERVICE (“TERMS OF SERVICE”) WILL BE LEGALLY BINDING UPON A COMPANY (AS DEFINED BELOW) UPON EXECUTION OF THE E-BRIEF MASTER SERVICES AGREEMENT (THE “MSA”) BY ETECTRX LLC (“ETECTRX”) AND COMPANY. THESE TERMS OF SERVICE REFER TO ETECTRX AND THE COMPANY EACH AS A “PARTY” AND COLLECTIVELY AS THE “PARTIES.”

Definitions.

“Authorized User” means an employee, contractor, or agent who is authorized by Company to access and use the eBrief^TM System on Company’s behalf, solely within the scope of their employment or engagement with Company and subject to these Terms of Service.
“Claim” means any claim, suit, action, arbitration, mediation, administrative proceeding, demand or cause of action.
“Company” means the legal entity that has entered into a separately executed MSA with etectRx that expressly incorporates these Terms of Service.
“Company Data” means all data, information, and content that Company or its Authorized Users upload to, input into, or transmit through the eBrief^TM System, including resident-related information, facility operational data, or data provided to etectRx by Company under the MSA.
“Dashboard” means etectRx’s proprietary SaaS-based software system that allows Company’s Authorized Users to monitor care of Residents.
“De-Identified Data” means all Company Data that has been de-identified in accordance with HIPAA standards and aggregated such that no individual resident, patient, or facility can reasonably be identified.
“eBrief Incontinence Product” means an incontinence product that incorporates an eBrief sensor and is designed to work in the eBrief^TM System. An eBrief Incontinence Product may take the form of a tabbed brief, pull up brief, or insert for other briefs or undergarments.
“eBrief^TM System” means the eBrief Intelligent Incontinence Monitoring System, a proprietary assistive technology that uses a discreet, disposable sensor to provide remote, real-time monitoring, by utilizing the eBurst^TM proprietary wireless sensor technology, a connected platform consisting of eBrief Incontinence Products, Readers, Monitoring Tablets and any associated equipment, software, supplies and accessories.
“eBrief^TM System Data” means all data generated by the eBrief^TM System relating to system performance, usage metrics, error logs, security events, configuration settings, and other technical or operational analytics.
“Loss” means any death, bodily injury, property damage, invasion of privacy, damages, exemplary damages, consequential damages, lost profits, award, fine, penalty, forfeiture, judgment, reasonable attorney’s fees, expert witness fees, costs, expenses, liability, loss or harm of any kind and through all stages of any Third Party Claim or other Claim relating thereto.
“Monitoring Tablets” means the devices used by Company’s Authorized Users to access the eBrief^TM System to monitor Residents.
“Protected Health Information” or “PHI” means individually identifiable health information as defined by the Health Insurance Portability and Accountability Act of 1996, as amended, limited to the information created or received by etectRx from or on behalf of Company under this MSA.
“Reader” means the device that detects the signals generated from the sensor in the eBrief Incontinence Product.
“Third Party Claim” means any Claim brought, made or initiated by any third party.

License to Access the eBrief^TM System and Dashboard.

Subscription License Grant. Subject to Company’s compliance with these Terms of Service, the MSA and any applicable Statement of Work between etectRx and Company (collectively, the “Agreement”), etectRx grants to Company, during the applicable subscription term, a limited, non-exclusive, non-transferable, non-sublicensable right and license to: (i) access and use the eBrief^TM System and Dashboard solely for Company’s internal business purposes in connection with the operation of its senior living, assisted living, memory care, skilled nursing, or related healthcare facilities; and (ii) permit its Authorized Users to access and use the eBrief^TM System and Dashboard on Company’s behalf, solely within the scope of their employment or engagement with Company and subject to compliance with these Terms of Service (“Subscription License”).
Reservation of Rights. All rights owned or held by etectRx, which are not expressly granted under the Subscription License are reserved in their entirety to etectRx, its successors, assigns, and its third party licensors. All rights in and to the eBrief^TM System and all related Services are and shall remain with etectRx. Nothing in this Agreement shall operate, or be construed, to convey any interest, of any kind whatsoever in, or relating to, the eBrief^TM System or Services. etectRx reserves the right to suspend Company or any individual Authorized Users access to and use of the eBrief^TM System if Company or such individual Authorized Users fails to comply with any of these Terms of Service.

Obligations of Company.
- Restrictions on Use. Company shall not, and shall not permit any Authorized User or third party to: (i) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the eBrief^TM System or components thereof; (ii) modify, adapt, translate, or create derivative works of the eBrief^TM System or components thereof; (iii) rent, lease, sublicense, distribute, sell, resell, or otherwise make the eBrief^TM System or components thereof, available to any third party, except as expressly permitted under the Agreement; (iv) use the eBrief^TM System or components thereof, to develop or assist in developing a competing product or service; (v) remove, alter, or obscure any proprietary notices or intellectual property markings; (vi) circumvent, disable, or interfere with security-related features of the eBrief^TM System or components thereof; (vii) use the eBrief^TM System in violation of applicable law or regulation; or (viii) use the eBrief^TM System for any purpose other than as expressly authorized under these Terms of Service and the Agreement. Any use of the eBrief^TM System outside the scope of the license granted herein constitutes a material breach of these Terms of Service.
- Accounts and Passwords. An account and password may be required to access the Dashboard depending on the Authorized Users level of access. Each Authorized User with administrative level access shall have a personal, non-transferable, account and password. Such accounts and passwords shall not be shared or used by more than one individual person. Passwords and user accounts are subject to revocation or suspension by Company and/or by etectRx without advance notice for any lawful reason.
- Supervision and Conduct of Authorized Users. Company is responsible for: (i) designating and managing Authorized Users; (ii) ensuring that each Authorized User uses the eBrief^TM System and Dashboard solely for authorized business purposes; (iii) maintaining the confidentiality and security of all login credentials required to access the Dashboard; and (iv) ensuring that all Authorized Users comply with these Terms of Service and the MSA. Company shall exercise such lawful supervision and control over its Authorized Users as may be required to assure compliance with the terms and conditions of this Agreement. Company shall be solely and exclusively responsible for all acts and omissions of each Authorized User and for any Loss, Claim or Third Party Claim which results directly or indirectly from any act or omission of any Authorized User or other use which is unlawful or not in compliance with any of the terms and conditions of this Agreement. In the event Company becomes aware of any such unlawful, or non-compliant act or omission, Company shall promptly revoke or suspend the password of that Authorized User and take any other steps reasonably necessary to terminate such unlawful or noncompliant access and use.
- Data and System Security. Given that Company’s employees and agents will be actively using the eBrief System’s software, accessing the eBrief System through Company controlled computing devices, and thereby controlling most physical access to the software by third parties, Company represents and warrants that Company’s performance under the Agreement will, at all times during the Term of the Agreement and for so long as Company has access to eBrief System software, comply with: (a) industry data security standards in using the eBrief System; (b) all applicable federal, state, local and international privacy, data protection, and security laws, rules and regulations, including without limitation, laws relating to the collection, use, reuse, processing, storage, security, protection, handling, and disclosure of such data; and (c) any security related directives or best practices for use of the eBrief System documented and supplied to Company by etectRx. Company will establish and maintain administrative, technical (including without limitation software safeguards) and physical safeguards in accordance with industry standards to protect and safeguard the data and access to the data in Company’s care and control. During the Term and while Company has any access to the eBrief System software, Company will revise and maintain all such safeguards in accordance with all applicable laws and prevailing industry best practices.
eBrief^TM System Functionality; No Medical Services; Clinic Responsibility.

Nature of the eBrief^TM System. The eBrief^TM System is a technology solution designed to provide workflow support, operational alerts, data visualization, and related informational tools in connection with Company’s internal care operations. The eBrief^TM System facilitates the collection, transmission, display, and analysis of data generated through associated hardware components and related system integrations. The eBrief^TM System is not a medical device as it is not intended to diagnose, treat, cure, prevent, or mitigate any disease or medical condition.
No Provision of Medical or Clinical Services. etectRx is not a healthcare provider, does not practice medicine or nursing, and does not provide clinical, diagnostic, or treatment services. etectRx does not employ or supervise Company’s healthcare personnel and does not assume responsibility for the clinical care of any resident, patient, or individual. The eBrief^TM System provides informational outputs and alerts only. It does not replace professional judgment, clinical assessment, monitoring, diagnosis, or treatment.
No Emergency or Continuous Monitoring. The eBrief^TM System is not an emergency response system and is not intended to provide 24/7 continuous, synchronous, or life-sustaining monitoring. Alerts generated by the eBrief^TM System may be subject to transmission delays, network interruptions, hardware limitations, configuration errors, or other technical constraints. Company acknowledges that reliance on the eBrief^TM System as a substitute for direct supervision, clinical evaluation, or emergency response systems is inappropriate and outside the intended use of the eBrief^TM
Company’s Clinical Responsibility. Company retains sole and exclusive responsibility for: all clinical decision-making; resident or patient assessment, monitoring, diagnosis, treatment, and care planning; compliance with all applicable federal, state, and local healthcare laws and regulations; obtaining and documenting all required consents, authorizations, and notices relating to monitoring technologies and health information; and ensuring that the eBrief^TM System is used under appropriate supervision by qualified healthcare personnel. etectRx shall not be liable for any clinical decisions, actions, or omissions made by Company or its personnel in reliance on, or in connection with, the eBrief^TM
Verification of Information. Company and its Authorized Users are responsible for independently verifying the accuracy, completeness, and timeliness of any information generated or displayed by the eBrief^TM System before relying upon such information for care-related decisions.

Ownership and Use.

No Transfer of Ownership. The eBrief^TM System, including all software, technology, documentation, enhancements, updates, and related intellectual property rights, is and shall remain the exclusive property of etectRx and its licensors. Company receives only the limited licensed rights expressly granted under these Terms of Service, and no ownership interest is conveyed.
Company Data. As between etectRx and Company, Company retains all right, title, and interest in and to all data, information, and content that Company or its Authorized Users upload to, input into, or transmit through the eBrief^TM System, including resident-related information and facility operational data (“Company Data”). Company hereby grants to etectRx a non-exclusive, worldwide, royalty-free license during the applicable subscription term to host, process, store, transmit, display, analyze, and otherwise use Company Data solely as necessary to: (i) provide, maintain, and improve the eBrief^TM System and related services; (ii) perform etectRx’s obligations under the Agreement; (iii) provide support and troubleshooting; and (iv) comply with applicable law. Except as expressly provided herein or in a separate written agreement, etectRx does not acquire ownership of Company Data.
Protected Health Information. To the extent Company Data includes Protected Health Information or ePHI (collectively “PHI”) as defined under the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”), or the Health Information Technology for Economic and Clinical Health Act (“HITECH”), as amended, the parties’ respective rights and obligations regarding PHI shall be governed exclusively by a separate Business Associate Agreement (“BAA”), if applicable. In the event of a conflict between these Terms of Service and the BAA with respect to PHI, the BAA shall control. Company represents and warrants that it has obtained all necessary consents, authorizations, and legal permissions required to disclose PHI and other Company Data to etectRx for processing in accordance with the MSA.
De-Identified and Aggregated Data. etectRx may use, retain, and disclose data derived from Company Data that has been de-identified in accordance with HIPAA standards and aggregated such that no individual resident, patient, or facility can reasonably be identified. etectRx may use De-Identified Data for lawful business purposes, including but not limited to, analytics, benchmarking, research and development, product improvement, system optimization, quality assurance, and commercial and operation analytics. De-Identified Data shall not constitute Company Data and shall not be subject to deletion obligations upon termination.
eBrief^TM System Data and Analytics. etectRx retains all right, title, and interest in and to: (i) data generated by the eBrief^TM System relating to system performance, usage metrics, error logs, security events, configuration settings, and other technical or operational analytics (“eBrief^TM System Data”); and (ii) any models, algorithms, enhancements, improvements, or derivative works developed using eBrief^TM System Data or De-Identified Data. Nothing in these Terms of Service restricts etectRx’s ability to use eBrief^TM System Data in an anonymized and aggregated manner to improve its products and services.
Data Accuracy. Company is solely responsible for the accuracy, quality, legality, and integrity of Company Data and for the means by which Company acquired such data. etectRx does not verify the accuracy or completeness of Company Data and is not responsible for errors, omissions, or inaccuracies contained therein.

Security and System Integrity.

etectRx Security Measures. etectRx maintains administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of the eBrief^TM System and data stored therein, in accordance with commercially reasonable industry standards. Such safeguards may include, as appropriate: logical access controls; authentication mechanisms; encryption of data in transit; system monitoring; logging and audit capabilities; and periodic security updates and patching. etectRx may modify its security controls from time to time in its discretion, provided that such modifications do not materially reduce the overall level of protection.
Company Security Responsibilities. Company is solely responsible for: (i) maintaining appropriate administrative, technical, and physical safeguards within its Facilities and information systems; (ii) securing all Monistoring Tablets, devices, networks, wireless infrastructure, and internet connections used to access the eBrief^TM System; (iii) preventing unauthorized access to login credentials; (iv) promptly disabling access for terminated or reassigned personnel; (v) supervising Authorized Users; and (vi) ensuring that use of the eBrief^TM System complies with applicable privacy, healthcare, and data protection laws. Company acknowledges that the security of Company Data within Company-controlled environments, including local devices, networks, and facility infrastructure, is Company’s responsibility.
Network and Connectivity Requirements. The eBrief^TM System requires reliable internet connectivity and properly configured wireless infrastructure to function as intended. Company is responsible for ensuring that its facilities meet the technical and network requirements specified by etectRx. etectRx is not responsible for performance issues, delays, or interruptions caused by insufficient bandwidth, wireless interference, misconfigured networks, firewall restrictions, power failures, third-party telecommunications failures, or other infrastructure outside etectRx’s control.
System Monitoring and Maintenance. etectRx may use automated monitoring tools to assess system performance, availability, and security. etectRx may perform maintenance, updates, patches, or upgrades from time to time. Such activities may temporarily limit functionality or availability. etectRx will use commercially reasonable efforts to schedule planned maintenance in a manner intended to minimize disruption.
Security Incidents. In the event etectRx becomes aware of unauthorized access to Company Data within etectRx controlled systems that constitutes a security incident under applicable law, etectRx will notify Company in accordance with the timelines set forth in the applicable Business Associate Agreement, if any. etectRx shall not be responsible for security incidents arising from Company’s systems or networks, misuse of credentials by Authorized Users, failure to implement reasonable security safeguards, or actions of third-party vendors not under etectRx’s control.
No Absolute Security. Company acknowledges that no system is completely secure and that etectRx does not guarantee that the eBrief^TM System will be free from unauthorized access, cyberattacks, or other security breaches.

Availability, Maintenance; Updates.

eBrief^TM System Availability. etectRx will use commercially reasonable efforts to make the eBrief^TM System available during the applicable subscription term. Company acknowledges, however, that the eBrief^TM System may be temporarily unavailable due to: scheduled maintenance; emergency maintenance; updates or upgrades; security measures; system failures; internet or telecommunications outages; third-party service interruptions; or causes beyond etectRx’s reasonable control. The eBrief^TM System is not guaranteed to be uninterrupted or error-free.
Maintenance and Updates. etectRx may, from time to time and in its discretion: modify, update, enhance, or discontinue features of the eBrief^TM System; deploy patches or security updates; and perform maintenance or system improvements. etectRx will use commercially reasonable efforts to minimize disruption associated with scheduled maintenance but is not obligated to provide advance notice in all circumstances. Company acknowledges that updates and modifications are necessary for security, regulatory compliance, and product improvement.

System Component Replacement. etectRx may, but shall have no obligation, from time to time, replace eBrief System components in the event of upgrade, loss, damage, performance fault, or other considerations. etectRx will make commercially reasonable efforts to make any component replacements at such times to minimize system downtime or disruption to Facility.

Intellectual Property and Confidentiality.

Intellectual Property. “Intellectual Property” means: (i) all works of authorship, including without limitation, all literary works, pictorial and graphic works, software, and any other work that may be the subject matter of copyright protection and all worldwide registrations thereof (“Copyrights”); (ii) any trademarks, service marks, brand names, trade dress, trade names, designs and any other word, symbol, device, product configuration, slogan or any combination thereof used to distinguish or identify goods or services that may be the subject matter of trademark protection, including all worldwide applications and registrations therefore and associated goodwill (“Trademarks”); (iii) any patents, invention disclosures or inventions, including all methods, business methods, processes, machines, manufactures, systems, designs and any other inventions that may be the subject matter of patent protection, and all worldwide statutory or other legal protection obtained or obtainable therein and all other published and granted patents and pending applications and provisionals, reissues, divisionals, renewals, extensions, continuations, and continuations-in-part, design patents and industrial design registrations (“Patents”); (iv) all domain names, URLs, websites, and all data, content, “look and feel”, operating and underlying code or software of all websites; (v) all trade secrets, proprietary information, data, and knowledge and experience of a technical, commercial or administrative nature, including all proprietary information, know-how, information processes, operating, maintenance and other manuals, data and databases, computer programs, including all documentation (“Know-how”) and (vi) all worldwide statutory protection obtained or obtainable thereon on all of the preceding; all rights to enforce, enjoin or sue, any claims, judgments, causes of action or other legal and equitable rights and remedies arising out of or related to any infringement, misappropriation or violation of any of the foregoing; and all right, title and interest to claim royalties, residuals, damages and other remuneration for use of any of the foregoing rights.
etectRx Intellectual Property. etectRx shall own and retain exclusive ownership of all right, title and interest in and to all etectRx Intellectual Property. “etectRx Intellectual Property” shall mean and include: (i) Intellectual Property associated with the eBrief^TM System, including without limit the Dashboard, associated websites, mobile apps, software, templates, object code, source code, middleware, APIs, interfaces, connectors, software layers, work flows, engines, flow charts, documentation), modifications, updates, and upgrades; and (ii) all related Intellectual Property rights, and derivative works thereof; (iii) any Improvement to any of the foregoing; and (vi) any Intellectual Property created by etectRx in the provision of Services in the Agreement.
Ownership of Improvements. Except for the licensed rights granted herein, etectRx retains all ownership, right, title and interest in and to the eBrief^TM System and etectRx Intellectual Property. To the extent that the Company, in the course of providing, using or accessing the eBrief^TM System improves, invents, authors or creates new or derivative works that in any way arise from, relate to, embody or otherwise are derived from the Intellectual Property associated with the eBrief^TM System (“Improvements”), the Parties agree that such Improvements shall be owned by etectRx. Company agrees to assign and does hereby assign to etectRx all worldwide right, title and interest in and to Intellectual Property in such Improvements to etectRx. etectRx will be free to make, have made, use, offer for sale, sell, modify, translate, and import Services and products utilizing the Improvements and Intellectual Property assigned to etectRx.
Confidentiality. Each Party acknowledges that the other Party may disclose its Confidential Information to the other in the performance of the Agreement. Accordingly, each Party shall: (i) keep the Confidential Information disclosed by the other Party confidential; (ii) use the Confidential Information only for purposes of fulfilling its obligations hereunder; and (iii) disclose such Confidential Information only to the receiving Party’s employees who have a need to know and only for the purposes of fulfilling the Agreement. This Confidentiality obligation will extend during the term and shall survive for an additional five (5) years following the end of the Term. For purposes of this Agreement the term “Confidential Information” means all confidential and proprietary information disclosed by one Party to the other regardless of the means of communication, including without limitation, all of the following information that is related to: the eBrief^TM System, Company Data, eBrief^TM System Data, business, activities, or facilities of the Parties, including research, design and development, financial and personnel data; marketing and sales information, operational information, strategies, forecasts and plans; ideas, concepts, plans or prototypes about improving existing offerings or creating new offerings; the identity and needs of each Party’s customers and residents and potential customers and residents; and all the other techniques, know-how, trade secrets, and other Intellectual Property that is disclosed to, observed or obtained pursuant to the Agreement that is clearly and conspicuously marked “CONFIDENTIAL” by the disclosing party before it is delivered or disclosed to the receiving party, or that reasonably should be considered confidential or proprietary by a reasonable business person under the circumstances of disclosure.
Exceptions to Confidential Information. The term “Confidential Information” does not include any information or documentation that was demonstrated by the receiving party through competent evidence to: (i) already be in the possession of the receiving party without an obligation of confidentiality; (ii) developed independently by the receiving party, ; (iii) obtained from a source other than the disclosing party without an obligation of confidentiality; or (iv) publicly available when received, or thereafter became publicly available (other than through any unauthorized disclosure by, through or on behalf of, the receiving party).
Equitable Relief. The Parties agree that a material breach of this section of the Terms of Service would cause irreparable injury to etectRx for which monetary damages would not be an adequate remedy, and therefore etectRx shall be entitled to equitable relief in addition to any other remedies it may have hereunder or at law.

Disclaimer of Warranties. THE EBRIEF^TM SYSTEM IS PROVIDED TO COMPANY ON AN “AS-IS/WHERE-IS” AND “AS-AVAILABLE” BASIS, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. ETECTRX EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT COMPANY’S USE OF THE EBRIEF^TM SYSTEM OR SERVICES WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS, INCLUDING WITHOUT LIMITATION, HIPAA OR HITECH. THE COMPANY ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE EBRIEF^TM SYSTEM, THE INFORMATION GENERATED THEREBY OR THROUGH THE USE THEREOF IS, OR THE SERVICES PROVIDED THEREUPON ARE, ACCURATE OR SUFFICIENT FOR THE COMPANY’S USE.

ETECTRX DOES NOT REPRESENT THAT A PARTY’S USE OF THE EBRIEF^TM SYSTEM WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR THAT THE EBRIEF^TM SYSTEM OR SERVICES WILL MEET A PARTY’S REQUIREMENTS OR THAT ALL ERRORS IN THE EBRIEF^TM SYSTEM AND/OR DOCUMENTATION RELATED THERETO, IF ANY, WILL BE CORRECTED OR THAT THE OVERALL SYSTEM THAT MAKES THE EBRIEF^TM SYSTEM AVAILABLE (INCLUDING BUT NOT LIMITED TO, THE INTERNET, OTHER TRANSMISSION NETWORKS, OR ANY LOCAL NETWORK AND EQUIPMENT) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THERE ARE NO WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.

Indemnification.

etectRx Indemnification. etectRx shall defend, indemnify, and hold harmless Company from and against any Third Party Claim alleging that the eBrief^TM System, as provided by etectRx and used in accordance with the Agreement, directly infringes a valid United States patent, copyright, or trademark of such third party. etectRx shall have no obligation under this Section to the extent the claim arises from: (i) modifications to the eBrief^TM System not made by etectRx; (ii) combination of the eBrief^TM System with products, systems, or services not provided by etectRx; (iii) use of the eBrief^TM System in a manner not authorized under these Terms of Service; or (iv) Company Data. If the eBrief^TM System becomes, or in etectRx’s reasonable opinion is likely to become, subject to an infringement claim, etectRx may, at its option: procure the right for Company to continue using the eBrief^TM System; modify the eBrief^TM System to make it non-infringing; or terminate the affected portion of the subscription and refund prepaid fees for the unused portion of the applicable term. This Section states etectRx’s sole and exclusive liability, and Company’s sole and exclusive remedy, for intellectual property infringement claims relating to the eBrief^TM
Company Indemnification. Company shall defend, indemnify, and hold harmless etectRx and its affiliates, officers, directors, employees, contractors, and agents from and against any and all Third-Party Claims arising out of or relating to: (i) Company’s or any Authorized User’s use of the eBrief^TM System in violation of these Terms of Service or the Agreement; (ii) any clinical decisions, medical treatment, or resident care provided by Company or its personnel; (iii) Company’s breach of applicable healthcare, privacy, or data protection laws; (iv) Company’s failure to obtain required resident consents, authorizations, or notices; (v) Company Data, including any allegation that Company Data infringes or misappropriates a third party’s rights; or (vi) Company’s systems, networks, or infrastructure, including security incidents originating from Company-controlled environments. This indemnification obligation shall not apply to the extent a claim arises directly from etectRx’s gross negligence or willful misconduct.
Indemnification Procedures. The party seeking indemnification (“Indemnified Party”) shall: (i) promptly notify the indemnifying party (“Indemnifying Party”) of the claim; (ii) provide reasonable cooperation in the defense; and (iii) grant the Indemnifying Party sole control of the defense and settlement of the claim, provided that no settlement may impose liability or obligations on the Indemnified Party without its prior written consent (not to be unreasonably withheld). Failure to provide prompt notice shall relieve the Indemnifying Party of its obligations only to the extent it is materially prejudiced by such failure.

Limitations of Liability. SUBJECT TO APPLICABLE LAW AND NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS OF SERVICE, ETECTRX SHALL NOT BE LIABLE WHETHER IN TORT (INCLUDING FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY), CONTRACT, MISREPRESENTATION, RESTITUTION OR OTHERWISE FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, DEPLETION OF GOODWILL AND/OR SIMILAR LOSSES OR LOSS OR CORRUPTION OF DATA OR INFORMATION, OR PURE ECONOMIC LOSS, OR FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES OF ANY KIND (INCLUDING LOST REVENUES OR PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA) ARISING OUT OF OR IN CONNECTION WITH OR RELATED TO THESE TERMS OF SERVICE OR THE RIGHTS PROVIDED HEREUNDER SUFFERED BY COMPANY OR BY ANY ASSIGNEE, SUBLICENSEE OR OTHER TRANSFEREE OF, OR THIRD PARTY CLAIMING RIGHTS DERIVED FROM A PARTY TO THIS AGREEMENT, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. ETECTRX’S LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE SHALL NOT EXCEED THE SUBSCRIPTION FEES PAID BY COMPANY TO ETECTRX FOR THE APPLICABLE FACILITY GIVING RISE TO THE CLAIM, DURING THE SIX-MONTH PERIOD PRIOR TO THE CLAIM.
Term and Termination.

Term. These Terms of Service commence upon the execution of the written MSA incorporating by reference these Terms of Service. Company’s right to access and use the eBrief^TM System continues only during the active subscription term set forth in the applicable SOW between etectRx and Company (the “Subscription Term”). These Terms of Service remain effective for so long as Company or any Authorized User accesses or uses the eBrief^TM
Termination of Access. Company’s license to access and use the eBrief^TM System shall automatically terminate upon: (i) expiration or termination of the applicable Subscription Term; (ii) termination of the MSA or other governing SOW; or (iii) suspension or termination by etectRx in accordance with Section 12(c) or this Section 12. etectRx may terminate Company’s access to the eBrief^TM System immediately upon written notice if Company materially breaches these Terms of Service and fails to cure such breach within thirty (30) days after receipt of notice, unless a shorter cure period is required due to security, legal, or regulatory risk. etectRx may also terminate access immediately if continued access would create a material security risk, regulatory violation, or unlawful condition.
Suspension For Cause. etectRx may suspend or restrict access to the eBrief^TM System, in whole or in part, immediately upon notice (or without prior notice if reasonably necessary), if: (i) Company fails to pay amounts due under the applicable MSA or SOW; (ii) Company or any Authorized User breaches these Terms of Service or the Agreement; (iii) Company’s use of the eBrief^TM System poses a security risk to the eBrief^TM System or other customers; (iv) etectRx reasonably believes suspension is necessary to comply with applicable law or regulatory requirements; or (v) Company’s use of the eBrief^TM System is fraudulent, unlawful, or materially harmful. etectRx will use commercially reasonable efforts to restore access promptly after the issue giving rise to the suspension is resolved. Suspension does not relieve Company of its payment obligations under the Agreement. etectRx shall not be liable for any loss, damages, or consequences arising from a lawful suspension or restriction of access to the eBrief^TM System in accordance with these Terms of Service.
Effect of Expiration or Termination. Upon expiration or termination: (i) all rights and licenses granted to Company under these Terms of Service shall immediately cease; (ii) Company and its Authorized Users shall discontinue all access to and use of the eBrief^TM System; and (iii) etectRx may disable all login credentials. Termination shall not relieve Company of any payment obligations accrued prior to termination under the applicable written agreement.