Terms of Service

1. Acceptance of Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“User,” “you,” or “your”) and Kshemetrix Inc. (“Kshemetrix,” “we,” “us,” or “our”) governing your access to and use of the Kshemetrix website (kshemetrix.com), the Enterprise Wellbeing OS platform, mobile applications, APIs, and all related services (collectively, the “Services”).

By accessing or using our Services, you acknowledge 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 the authority to bind that organization to these Terms.

2. Description of Services

Kshemetrix provides an enterprise wellbeing operating system that integrates health records management, wellness programs, telehealth, carbon and ESG tracking, insurance administration, corporate benefits, and analytics into a unified, multi-tenant SaaS platform. The specific features available to you depend on your subscription plan and your organization's configuration.

3. Account Registration

To use 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 to keep it accurate.
• Maintain the security and confidentiality of your login credentials.
• Accept responsibility for all activities that occur under your account.
• Notify us immediately of any unauthorized use of your account.

We reserve the right to suspend or terminate accounts that contain inaccurate information or that we reasonably believe have been compromised.

4. Subscription Plans and Billing

4.1 Plans

The Services are offered under various subscription plans (Starter, Professional, Enterprise) as described on our pricing page. Each plan includes different features, user limits, and support levels. Enterprise plans may be subject to separate agreements.

4.2 Billing

Subscription fees are billed in advance on a monthly or annual basis, depending on the billing cycle selected. All fees are non-refundable except as expressly stated in these Terms or required by applicable law. We may change pricing with 30 days advance notice.

4.3 Free Trials

We may offer free trial periods. At the end of the trial, your account will be converted to a paid subscription unless you cancel before the trial expires. We will notify you before any charges are applied.

5. Acceptable Use

You agree not to use the Services to:

• Violate any applicable law, regulation, or third-party rights.
• Upload or transmit viruses, malware, or other harmful code.
• Attempt to gain unauthorized access to any part of the Services or related systems.
• Interfere with or disrupt the integrity or performance of the Services.
• Reverse engineer, decompile, or disassemble any aspect of the Services.
• Use the Services for any purpose other than their intended business use.
• Scrape, harvest, or collect data from the Services without authorization.
• Impersonate another person or entity or misrepresent your affiliation.
• Share login credentials with unauthorized individuals.

6. Intellectual Property

6.1 Our Property

The Services, including all software, content, designs, trademarks, logos, and documentation, are owned by Kshemetrix and protected by intellectual property laws. You are granted a limited, non-exclusive, non-transferable license to use the Services in accordance with these Terms.

6.2 Your Content

You retain ownership of all data and content you submit to the Services (“Your Content”). By submitting content, you grant us a limited license to host, process, and display Your Content solely to provide the Services. We will not use Your Content for any purpose beyond providing the Services without your explicit consent.

7. Health Information Disclaimer

The Services are designed to facilitate wellbeing program management and are not a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of a qualified healthcare provider with any questions regarding a medical condition. Kshemetrix does not practice medicine and does not provide medical recommendations.

8. Data Processing

Our collection and use of personal data is governed by our Privacy Policy. For enterprise customers, we will enter into a Data Processing Agreement (DPA) that complies with applicable data protection regulations, including GDPR and HIPAA, upon request.

9. Service Level Agreement

We strive to maintain 99.9% uptime for the Services. Enterprise customers may negotiate custom Service Level Agreements (SLAs) with specific availability guarantees, response time commitments, and credit remedies. Scheduled maintenance windows are communicated at least 48 hours in advance.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, KSHEMETRIX SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, USE, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO KSHEMETRIX DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. Indemnification

You agree to indemnify, defend, and hold harmless Kshemetrix and its officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses arising from: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any third-party rights; or (d) Your Content.

12. Termination

Either party may terminate the subscription by providing 30 days written notice before the end of the current billing period. We may suspend or terminate your access immediately if you breach these Terms. Upon termination, your right to use the Services ceases, and we will provide you the ability to export your data for a period of 30 days.

13. Dispute Resolution

Any disputes arising from these Terms shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in San Francisco, California. Each party shall bear its own costs, and the arbitrator's decision shall be final and enforceable in any court of competent jurisdiction.

14. General Provisions

• Governing Law: These Terms are governed by the laws of the State of California, without regard to conflict of law principles.
• Severability: If any provision is found unenforceable, the remaining provisions continue in full force and effect.
• Entire Agreement: These Terms, together with the Privacy Policy and any applicable DPA or enterprise agreement, constitute the entire agreement between the parties.
• No Waiver: Failure to enforce any provision does not constitute a waiver of that provision.
• Assignment: You may not assign these Terms without our written consent. We may assign our rights and obligations without restriction.

15. Contact Information

For questions about these Terms of Service, please contact us:

• Email: legal@kshemetrix.com
• Mail: Kshemetrix Inc., 100 Enterprise Way, Suite 400, San Francisco, CA 94105, USA