Axle Health Terms of Service
Last modified: 10/16/2025
These Terms of Service are entered into as of the earliest “Effective Date” of all Statements of Work (“SOWs”) by and between Axle Health Inc., a Delaware corporation (“AHI”), and the AHI customer (“Client”) party to the SOWs. These Terms of Service shall apply to each SOW which references these Terms of Service and shall be deemed to be incorporated by reference therein. The Terms of Service and effective SOWs are referred to herein collectively as the “Agreement”. AHI and Client are each referred to herein as a “Party” and collectively as the “Parties”.
Article 1
Platform
1.1 Platform Access and Use.
(a) Platform License. During the Term, AHI shall provide Client with access to the AHI Platform, available only in the fifty states of the United States together with the District of Columbia, comprised of the “Patient Portal,” the “Clinician App,” the “Admin Dashboard,” and the “API” (collectively, the “Platform”). Subject to Client’s payment of the Fees (asdefined below), during the Term of and subject to the rights and restrictions in the Agreement, AHI grants to Client a revocable, nontransferable, non-exclusive right and license (the “License”), with the right to grant access and sublicenses to use the Platform and all user manuals, handbooks, interface specifications, and guides relating to the Platform (the “Documentation”) (any sublicense granting any of the foregoing rights, a “Sublicense”) as set forth on the applicable SOW. Sublicenses shall only be granted to individuals or entities approved by AHI (such approval not to be unreasonably withheld) or otherwise set forth on a SOW (each an “Authorized User”). AHI shall have the right to terminate any Sublicense if at any time an Authorized User violates AHI’s terms and conditions associated with the use of the Platform. AHI will use commercially reasonable efforts to provide the support services and meet the service levels set forth in Exhibit A.
(b) Access, Account Setup. AHI shall provide Authorized Users with the ability to access and manage their Platform account (each an “AU Account”) and access data and other content provided by Client to such Authorized User. Client is solely responsible for the activity that occurs on the AU Account, and for keeping the AU Account password(s) secure. Client must notify AHI immediately of any change in an Authorized User’s eligibility to use the Platform (including any changes to or revocation of any licenses from state authorities), and of any discovered or otherwise suspected breach of security or unauthorized use of the AU Account.
(c) Client Data. As between the parties, Client owns all right, title, and interest in and to Client Data. “Client Data” means any data or content provided by Client or its Authorized Users to AHI in connection with its access and use of the Platform, excluding Service Data (as defined below). Client hereby grants to AHI a non-exclusive, royalty-free, worldwide license to process the Client Data and perform all acts with respect to the Client Data as may be necessary or useful for AHI to provide the Platform and underlying services to Client. Client represents and warrants that Client and its Authorized Users have all rights, licenses, and permissions necessary to provide the Client Data for the uses contemplated under this Agreement. AHI will handle Client Data in accordance with its Privacy Policy (axlehealth.com/privacy-policy) and the security commitments set forth on security.axlehealth.com.
(d) Use Restrictions. Clients shall not use the Platform for any purposes beyond the scope of the access granted in the Agreement. Except as expressly permitted in the Agreement, Client shall not directly or indirectly: (i) use the Documentation or any other business, technical, or financial information of AHI, including without limitation all software, source code, inventions, algorithms, know-how, ideas and the terms and conditions of the applicable SOW, that is designated in writing as confidential, or is disclosed in a manner from which a reasonable person would understand the confidential nature thereof to create any service, software, documentation or data that is similar to any aspect of the Platform or Documentation or is competitive with the Platform; (ii) disassemble, decompile, reverse engineer or use any other means to attempt to discover any source code of the Platform, or the underlying ideas, algorithms or trade secrets therein; (iii) encumber, sublicense, transfer, rent, lease, time-share or use the Platform in any service bureau arrangement or otherwise for the benefit of any third party, except as expressly set forth herein; (iv) copy, distribute, manufacture, adapt, create derivative works of, translate, localize, port or otherwise modify any aspect of the Platform or Documentation; (v) use or allow the transmission, transfer,export, re-export or other transfer of any product, technology or information it obtains or learns pursuant to the Agreement (or any direct product thereof) in any manner or for any purposes that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, including any applicable export control law; (vi) remove any proprietary notices from the Platform or Documentation; (vii) use the Platform in violation of applicable law; or(viii) permit any third party to engage in any of the foregoing proscribed acts. Any breach by Client of the foregoing shall be grounds for immediate termination or suspension of Client’s access to the Platform by AHI.
(e) No Implied Rights. AHI and its licensors reserve all respective right, title and interest in and to the Platform, and all materials, technology, software, applications, object and source code, information, data, content, images, graphics, analytics, know-how, methodologies, Service Data, equipment or processes developed or provided by orfor AHI under the applicable SOW, and all intellectual, proprietary or similar rights in any of the foregoing (collectively, “Platform IP”). No rights in the Platform IP are granted to Client or any Authorized Users hereunder other than as expressly set forth herein.
(f) Suspension. Notwithstanding anything to the contrary in the Agreement, AHI may temporarily suspend Client’s and any Authorized User’s access to all or any portion of the Platform If: (i) AHI reasonably determines that (A) there is a threat or attack on any partof the Platform; (B) Client’s or any Authorized User’s use of the Platform Disrupts or poses a security risk to the Platform or to any other customer or vendor of AHI; (C) Client or any Authorized User is using the Platform or Documentation for any fraudulent or illegal activities; (D) subject to applicable law, Client has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization,liquidation, dissolution, or similar proceeding; or (E) AHI’s provision of the Platform or Documentation to Client or any Authorized User is or becomes prohibited by applicable law; (ii) any vendor of AHI has suspended or terminated AHI’s access to or use of any third-party services or products required to enable Client to access the Platform; or (iii) in accordance with Section 2.5 (anysuch suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). AHI shall use commercially reasonable efforts to provide written notice of any Service Suspension to Client, to provide updates regarding resumption of access to the Platform following any Service Suspension, and to resume providing access to the Platform as soon as reasonably possible after the event giving rise to the Service Suspension is cured. AHI will have no liability for any damage, liabilities, losses(including any loss of data or profits), or any other consequences that Client or any Authorized User may incur as a result of a Service Suspension.
(g) Service Data. Notwithstanding anything to the contrary in the Agreement, AHI may monitor Client’s use of the Platform and create deidentified and/or aggregated data derived from Client Data and other interactions with the Platform (“Service Data”). Client agrees that AHI shall have the right (during and after the Term) to use such Service Data to improve and enhance the Platform and for other development, diagnostic, and corrective purposes in connection with the Platform, and (ii) disclose and use such Service Data in connection with its business, in each case to the extent and in the manner permitted under applicable law. As between the Parties, AHI owns all right, title, and interest in and to Service Data.
(h) Feedback. If Client or any of its employees, contractors, and/or agents sends or transmits any communications or materials to AHI suggesting or recommending changes to the Platform, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), AHI is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Client hereby assigns to AHI on its behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and AHI is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although AHI is not required to use any Feedback.
1.2 Client’s Responsibilities. Client is responsible and liable for all uses of the Platform and Documentation resulting from access provided by Client to any third party, directly or indirectly, whether such access or use is permitted by or in violation of the Agreement. Without limiting the generality of the foregoing, Client is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of the Agreement if taken by Client will be deemed a breach of the Agreement by Client. Client shall use commercially reasonable efforts to make all Authorized Users aware of the terms and conditions of the Agreement as applicable to such Authorized User’s use of the Platform, and shall cause Authorized Users to comply with the Agreement.
1.3 Warranty Disclaimer.
(a) THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, INCLUDING THAT THE PLATFORM, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CLIENT’S, ANY AUTHORIZED USER’S, OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR OR DEFECT FREE.
(b) THE PLATFORM AND RELATED SERVICES MAY UTILIZE ARTIFICIAL INTELLIGENCE OR MACHINE LEARNING TECHNOLOGIES. CLIENT ACKNOWLEDGES AND AGREES THAT OUTPUT, RESULTS, OR OTHER CONTENT PROVIDED BY OR THROUGH THE PLATFORM MAY BE INACCURATE, INCOMPLETE, OR NOT SUITED TO CLIENT’S SPECIFIC INTENDED PURPOSES. CLIENT IS SOLELY RESPONSIBLE FOR INDEPENDENTLY REVIEWING, EVALUATING, AND VERIFYING ALL OUTPUT, RESULTS, AND DATA OBTAINED FROM THE PLATFORM PRIOR TO RELIANCE OR USE, AND FOR ANY USE OR DECISION MADE IN RELIANCE THEREON. AHI DISCLAIMS ANY WARRANTY OR LIABILITY WITH RESPECT TO THE ACCURACY, COMPLETENESS, OR RELIABILITY OF PLATFORM OUTPUT OR RESULTS.
Article 2
fees
2.1 Fees. For each instance in which AHI provides Client access to the Platform, Client shall pay AHI fees (the “Fees”) in the amount set forth in the applicable SOW, to be developed and executed by both Parties for each such instance. All payments required by the Agreement exclude all sales, value-added, use, or other taxes and obligations, all of which Client will be responsible for and will pay in full, except for taxes based on AHI’s net income.
2.2 Timing of Payment. Client shall pay any amounts due pursuant to the Agreement within fifteen (15) calendar days of receiving an invoice. Late payments hereunder will accrue interest at a rate of 1.5% per month, or the highest rate allowed by applicable law, whichever is lower.
2.3 Disputed Invoices. Information appearing on the invoice shall be deemed accurate and affirmed by Client unless Client notifies AHI in writing, specifying the particular error(s), omission(s), or objection(s) within fifteen (15) days of the date on which the invoice is received. Failure to notify AHI within such fifteen (15) day period shall constitute a waiver by Client of any objection thereto. In the event of a dispute, Client will still be required to pay all undisputed amounts in accordance with the payment terms set forth in this Article 2.
2.4 Collection Expenses. If AHI incurs any costs, expenses, or fees, including reasonable attorney’s fees and professional collection services fees, in connection with the collection or payment of any amounts due under the Agreement, Client agrees to reimburse AHI for any such reasonable costs, expenses and fees.
2.5 Failure to Pay. Failure to abide by the payment terms set forth in this Article 2 shall constitute a material breach of the Agreement, subject to termination in accordance with Section 3.1below. Any acceptance of partial payment, reduced payment, or late payment by AHI will not constitute a waiveras of AHI’s right to recover full amounts due under the payment terms and AHI’s right to terminate the Agreement for non-payment.
Article 3
TERM AND TERMINATION
3.1 Term and Termination. The Agreement shall commence on the earliest Effective Date in any SOW between AHI and Client, and shall continue in full force and effect for the terms set forth in such SOWs (the “Term”). The Agreement may be terminated without cause or penalty only by mutual written agreement of the Parties, subject to the terms in the SOWs. Either Party may terminate the Agreement upon breach by the other Party of any material provision of the Agreement, provided such breach continues for fifteen (15) days after receipt of written notice of such breach.
Article 4
GENERAL PROVISIONS
1.1 Compliance with Laws. The Parties shall comply with all federal and state laws, rules and regulations applicable to their obligations under the Agreement, and shall maintain during the Term all licenses and permits required for the performance of their obligations under the Agreement.
4.2 Cooperation. Client acknowledges that AHI may require the reasonable cooperation of Client and/or Authorized Users from time to time. Without limiting the foregoing, where agreement, approval, acceptance, consent or similar action by Client is required by any provision of the Agreement, such action shall not be unreasonably delayed or withheld, and Client acknowledges that any delay or failure on the part of Client or any Authorized User, as applicable, to provide the same may result in a commensurate delay or failure in the provision of the applicable services by AHI, which delay shall not constitute a breach of the Agreement by AHI.
4.3 Amendment. The SOWs may be modified or amended only by mutual written agreement of the parties. Any such modification or amendment must be in writing, dated, signed by the Parties and attached to the applicable SOW. AHI reserves the right to amend these Terms of Service from time to time, and shall post any such updates through AHI’s Web portal. Unless expressly stated otherwise in a SOW, such amendments will become effective upon posting. Continued use of the Platform by Client after any amendment to these Terms of Service constitutes acceptance of the amended terms and forms a binding agreement between the Parties.
4.4 Assignment and Binding Effect. Except for assignment by AHI to another entity owned by or under common control with AHI, which AHI may perform at any time, or in the event of the sale or transfer by AHI of all or substantially all of its assets related to the Agreement, whether by sale, merger, or change of control, no Party may assign any interest or obligation under the Agreement without the other Parties’ prior written consent. Subject to the foregoing, the Agreement shall be binding on and shall inure to the benefit of the Parties and their respective successors and assigns.
4.5 Choice of Law. The Agreement shall be construed in accordance with and governed by the internal laws of the State of California, except choice of law rules that would require the application of the laws of any other jurisdiction. The federal and California courts located in Los Angeles, California shall have exclusive jurisdiction for the resolution of disputes related to the Agreement and the relationship between the Parties.
4.6 Confidentiality.
(a) Definition. “Confidential Information” means all non-public information disclosed (whether in oral, written, or other tangible or intangible form) by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business, technical, and financial information related to this Agreement. Confidential Information does not include information that the Receiving Party can demonstrate: (i) is or becomes publicly available without breach of this Agreement; (ii) was already lawfully known to the Receiving Party without restriction; (iii) was independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (iv) was lawfully received from a third party without restriction.
(b) Obligations. The Receiving Party will: (i) protect the Disclosing Party’s Confidential Information using at least the same degree of care it uses to protect its own similar information, but in no event less than reasonable care; (ii) not use Confidential Information except as necessary to perform its obligations or exercise its rights under this Agreement; and (iii) disclose Confidential Information only to its own employees, contractors, and professional advisers who have a legitimate need to know such information for the performance of this Agreement and who are bound by obligations of confidentiality no less restrictive than those set forth herein. If the Receiving Party is required by law, regulation, or court order to disclose any Confidential Information, the Receiving Party shall, to the extent permitted by law, provide the Disclosing Party with prompt written notice of such requirement prior to any disclosure so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party shall cooperate with the Disclosing Party, at the Disclosing Party’s expense, in seeking such protective order or remedy. If disclosure is nonetheless required, the Receiving Party shall disclose only that portion of the Confidential Information which it is legally required to disclose.
(c) Survival. The obligations in this Section will remain in effect during the Term and for five (5) years after termination or expiration of this Agreement, except that obligations with respect to trade secrets will survive for so long as such information remains a trade secret under applicable law.
4.7 Indemnification.
(a) Indemnification by AHI. AHI will defend and indemnify Client and its affiliates, and their respective directors, officers, employees, and agents from and against any third-party claim, and any damages, costs, and expenses (including reasonable attorneys’ fees) awarded in a final judgment or settlement, arising from (i) the Platform, solely in the form delivered to Client and used in accordance with this Agreement, infringing or misappropriating such third party’s intellectual property rights, (ii) AHI’s gross negligence or willful misconduct, or (iii) AHI’s violation of applicable law to the extent finally determined by a court of competent jurisdiction; provided that AHI’s obligations under this Section will not apply to claims arising from (a) Client Data, (b) modifications to the Platform not made by AHI, (c) use of the Platform in combination with software, products, services, or data, unless such combination is reasonably contemplated by AHI under this Agreement, or (d) Client’s breach of this Agreement, gross negligence, willful misconduct, or fraud.
(b) Indemnification by Client. Client will defend and indemnify AHI and its affiliates, and their respective directors, officers, employees, and agents from and against any third-party claim, and any damages, costs, and expenses (including reasonable attorneys’ fees) awarded in a final judgment or settlement, arising from (i) Client Data, (ii) Client’s violation of Section 1.1(d) (Use Restrictions), (iii) Client’s gross negligence or willful misconduct, or (iv) Client’s violation of applicable law in connection with its use of the Platform.
(c) Procedure. The indemnified party’s obligations are conditioned on the indemnified party (i) giving the indemnifying party prompt written notice of the claim, (ii) granting the indemnifying party the right to assume sole control of the defense and settlement of the claim (except that the indemnifying party may not settle any claim without the indemnified party’s prior written consent if the settlement imposes an affirmative obligation on the indemnified party), and (iii) providing reasonable cooperation at the indemnifying party’s expense.
4.8 Limitation of Liability.
(a) Consequential Damages Waiver. EXCEPT FOR (I) BREACHES OF SECTIONS 1.1(d) (USE RESTRICTIONS) OR 4.6 (CONFIDENTIALITY), (II) INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHT OF A PARTY, (III) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY, OR (IV) A PARTY’S INDEMNIFICATION OBLIGATIONS AS SET FORTH IN SECTION 4.7, NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF PROFITS OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES IN ADVANCE.
(b) Liability Cap. EXCEPT FOR (I) BREACHES OF SECTIONS 1.1(d) (USE RESTRICTIONS) OR 4.6 (CONFIDENTIALITY), (II) INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHT OF A PARTY, (III) CLIENT’S PAYMENT OBLIGATIONS HEREUNDER, (IV) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY, OR (V) A PARTY’S INDEMNIFICATION OBLIGATIONS AS SET FORTH IN SECTION 4.7, EACH PARTY’S ENTIRE LIABILITY TO THE OTHER PARTY WILL NOT EXCEED THE FEES ACTUALLY PAID BY CLIENT TO AHI DURING THE TERM WITHIN WHICH THE DAMAGES OCCURRED.
4.9 Requisite Authority. Each Party represents and warrants to the other Party that: (a) it has all requisite power and authority to enter into the Agreement and to carry out its obligations (including the provision of any information or materials hereunder) and grant the rights granted hereunder; (b) the execution and delivery of the Agreement will not result in a breach of, or constitute a default under, any of its contractual obligations with third parties; and (c) it holds all permits, licenses and other authority necessary to perform its obligations under the Agreement.
4.10 Counterparts. Each SOW may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures provided by facsimile or other electronic transmission, such as PDF or document management service (e.g., DocuSign) shall be deemed originals.
4.11 Entire Agreement. The Agreement is the entire understanding and agreement of the parties regarding its subject matter, and supersedes any prior oral or written agreements, representations, understandings or discussions between the parties. No other understanding between the parties shall be binding on them unless set forth in writing, signed by the Parties.
4.12 No Third-Party Beneficiary Rights. The Agreement shall not be construed to confer any rights or benefits to any person, firm, group, corporation or entity other than the Parties.
4.13 Notices. All notices or communications required or permitted under the Agreement will be in writing and will be deemed effective when sent by email, addressed to the party to be notified at the email address set forth in the signature section of each SOW.
4.14 Severability. If any provision of the Agreement is determined to be illegal or unenforceable, that provision shall be severed from the Agreement and such severance shall have no effect upon the enforceability of the remainder of the Agreement.
4.15 Waiver. No delay or failure to require performance of any provision of the Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted by a party must be in writing and shall apply solely to the specific instance expressly stated.
4.16 Headings and Captions. The subject headings of the Articles and Sections of the Agreement are included for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions.
4.17 Marketing Materials & References.
(a) Client Marks. During the Term, AHI may use Client’s name and logo (“Client Marks”) to identify Client as a customer, including display in customer lists, websites, marketing presentations, and sales materials.
(b) Testimonials & Case Studies. With Client’s prior review and written approval, which shall not be unreasonably withheld, AHI may also publish: (i) a testimonial (“Client Testimonial”) including a quote from a Client representative, their name, and title;(ii) a case study (“Client Case Study”) describing Client’s use of the AHI Platform and any qualitative or quantitative value delivered; and (iii) a press release (“Client Press Release”) that may contain similar content. AHI will provide Client with a draft of any such Client Testimonial, Client Case Study, or Client Press Release (collectively, “Co-Marketing Material”) for review and approval prior to any public use or publication. Client shall provide any comments or requests for changes within seven (7) days of receiving such draft. If Client does not respond within this review period, approval shall be deemed given.
(c) References. Client agrees to reasonably cooperate with AHI in serving as a reference for prospective customers during the Term, including participation in reference calls, subject to Client’s reasonable availability and any confidentiality obligations.
Exhibit A
Support & Service Levels
AHI will provide technical support to Client on weekdays during the hours of 9:00am-5:00pm Pacific time, with the exclusion of federal holidays (the “Support Hours”). Client may initiate a helpdesk ticket during Support Hours by emailing tech-support@axlehealth.com. AHI will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day.
Client will receive AHI’s Standard support by default, as defined below. Client may upgrade to the Premium or Enterprise support tier at any time, by emailing tech-support@axlehealth.com, at which point Client will receive the upgraded support services defined above until the upcoming Anniversary Date (as defined in the SOW), and will be billed the additional Support Fees (as defined in the SOW) on a pro-rated annual basis with expiration date as the upcoming Anniversary Date.
