PhenoML, Inc. Terms of Service

**Last Updated: December 07, 2025 ** If you signed a separate Cover Page to access the Product with the same account, and that agreement has not ended, the terms below do not apply to you. Instead, your separate Cover Page applies to your use of the Product. This Agreement is between PhenoML, Inc. and the company or person accessing or using the Product. This Agreement consists of: (1) the Order Form below and (2) the Framework Terms defined below.

If you are accessing or using the Product on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company. By signing up, accessing, or using the Product, Customer indicates its acceptance of this Agreement and agrees to be bound by the terms and conditions of this Agreement.

Cover Page

Order Form Framework Terms: This Order Form incorporates and is governed by the Framework Terms that are made up of the Key Terms below and the Common Paper Cloud Service Agreement Standard Terms Version 2.1 , which are incorporated by reference. Any modifications to the Standard Terms made in the Cover Page will control over conflicts with the Standard Terms. Capitalized words have the meanings given in the Cover Page or the Standard Terms.

Cloud Service: PhenoML offers a cloud based healthcare AI platform that helps technology teams extract medical codes (both standard and custom), transform unstructured and semi-structured healthcare data to FHIR, power FHIR-native AI features, and effectively integrate with EHR FHIR APIs. This agreement includes the Hobby, Experiment, Starter, Core, and Core + packages. This agreement includes the Hobby, Experiment, Starter, Core, and Core + packages.

Order Date: The Effective Date

Subscription Period: 1 month(s) Certain parts of the Product have different pricing plans, which are available at Provider’s pricing page . Customer will pay Provider the applicable Fees based on the Product tier and Customer’s usage. Provider may update Product pricing by giving at least 30 days notice to Customer (including by email or notification within the Product), and the change will apply in the next Subscription Period.

Payment Process: Automatic payment: Customer authorizes Provider to bill and charge Customer's payment method on file Monthly for immediate payment or deduction without further approval.

Non-Renewal Notice Date: At least 1 days before the end of the current Subscription Period.

Use Limitations: Customer will not (and will not allow anyone else to) submit Prohibited Data (as defined in the Standard Terms) unless Customer and Provider have executed a DPA, HIPAA BAA, or similar data processing agreement authorizing and governing the submission and processing of such Prohibited Data. PhenoML APIs includes usage of SNOMED Clinical Terms® (SNOMED CT®), used by permission of the International Health Terminology Standards Development Organisation (IHTSDO). Access to these APIs is currently only available to those in a territory represented by a member of The International Health Terminology Standards Development Organization.

Professional Services: We offer multiple professional services offerings from fractional chief AI officer services to custom prototyping and development to facilitate usage and onboarding of PhenoML APIs. Contact us at [email protected] to inquire. Any professional services ordered from PhenoML will be governed by a separate agreement from this Order Form.

Key Terms Customer: The company or person who accesses or uses the Product. If the person accepting this Agreement is doing so on behalf of a company, all use of the word "Customer" in the Agreement will mean that company.

Provider: PhenoML, Inc.

Effective Date: The date Customer first accepts this Agreement.

Governing Law: The laws of the State of Delaware

Chosen Courts: The state or federal courts located in Delaware

Covered Claims: Provider Covered Claims: Any third-party action, proceeding, or claim that the Cloud Service, when used by Customer according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else’sa third party’s intellectual property or other proprietary rights. Customer Covered Claims: Any third-party action, proceeding, or claim that (1) the Customer Content, when used according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else’s third party’s intellectual property or other proprietary rights; or (2) results from Customer’s breach or alleged breach of Section 2.1 (Restrictions on Customer).General Cap Amount: The Fees paid or payable by Customer to Provider under this Order Form in the 12 month period immediately before the events giving rise to liability.

Notice Address: For Provider: [email protected] For Customer: The main email address on Customer's account

CPT Content Addendum

Addendum to PhenoML, Inc. Terms of Service Last Updated: December 7, 2025

This CPT Content Addendum ("Addendum") supplements and is incorporated into the PhenoML, Inc. Terms of Service ("Agreement"). This Addendum applies to Customer's access to and use of CPT (Current Procedural Terminology) content through the Cloud Service. Capitalized terms not defined herein have the meanings set forth in the Agreement.

CPT Content License PhenoML is authorized by the American Medical Association ("AMA") to sublicense CPT content to End Users. Subject to Customer's compliance with this Addendum and the Agreement, PhenoML grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to use CPT content solely through the Cloud Service for Customer's internal business purposes within the Territory (as defined below).
Restrictions on CPT Content Customer shall not:
- Make CPT content publicly available or accessible in any unsecured environment, including the internet;
- Create derivative works of CPT content, including translations;
- Transfer, sell, lease, license, or otherwise make available CPT content, or a copy or portion thereof, to any unauthorized party, including any subsidiary, affiliate, or other legal entity;
- Use or distribute CPT content outside the Territory;
- Further sublicense CPT content to any third party.
Territory "Territory" means: Algeria, Argentina, Australia, Bahamas, Bahrain, Belgium, Bermuda, Brazil, British Virgin Islands, Canada, Cayman Islands, Chile, China, Colombia, Costa Rica, Cyprus, Denmark, Dominican Republic, Ecuador, El Salvador, Federated States of Micronesia, Finland, France, Germany, Greece, Guam, Guatemala, Hong Kong, Hungary, India, Ireland, Israel, Italy, Jamaica, Japan, Jordan, Kenya, Republic of Korea (South Korea), Kuwait, Lebanon, Mauritius, Mexico, New Zealand, Nigeria, Northern Mariana Islands, Norway, Oman, Pakistan, Panama, Peru, Philippines, Poland, Portugal, Puerto Rico, Qatar, Saudi Arabia, Singapore, South Africa, Spain, Sweden, Switzerland, Tanzania, Thailand, Tunisia, Turkey, Uganda, United Arab Emirates, United Kingdom, United States, and U.S. Virgin Islands.

Fee schedules, relative value units, conversion factors and/or related components are not assigned by the AMA, are not part of CPT, and the AMA is not recommending their use. The AMA does not directly or indirectly practice medicine or dispense medical services. The AMA assumes no liability for data contained or not contained herein.

Disclaimer of Warranties TO THE EXTENT PERMITTED BY APPLICABLE LAW, USE OF CPT CONTENT IS AT CUSTOMER'S SOLE RISK AND CPT CONTENT IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. CPT CONTENT DOES NOT REPLACE THE AMA'S CURRENT PROCEDURAL TERMINOLOGY BOOK OR OTHER APPROPRIATE CODING AUTHORITY. THE CODING INFORMATION CONTAINED IN CPT CONTENT SHOULD BE USED ONLY AS A GUIDE.
U.S. Government End Users CPT is commercial technical data, which was developed exclusively at private expense by the American Medical Association (AMA), 330 North Wabash Avenue, Chicago, Illinois 60611. Use of CPT in connection with the Cloud Service shall not be construed to grant the Federal Government a direct license to use CPT based on FAR 52.227-14 (Data Rights - General) and DFARS 252.227-7015 (Technical Data - Commercial Items).
Recordkeeping and Reporting Customer agrees to keep records necessary for the calculation of royalties payable to the AMA by PhenoML, including but not limited to information regarding Customer's usage of CPT content. Customer consents to the release of such information to the AMA. Customer further agrees to provide, without delay, additional information that the AMA may reasonably request to verify the information, provided that nothing herein shall require Customer to submit information that would cause Customer to be in violation of applicable federal or state privacy laws.
Third-Party Beneficiary The American Medical Association is an intended third-party beneficiary of this Addendum and shall have the right to enforce the terms hereof. Customer expressly consents to the release of Customer's name to the AMA.
Termination Upon termination or expiration of the Agreement or this Addendum, Customer shall have the right to continue using CPT content in the Cloud Service for the remainder of the calendar year of the then-current annual release (the "Tail Period"), subject to Customer's continued compliance with all obligations under this Addendum. Upon expiration of the Tail Period, Customer's license to CPT content shall automatically terminate.
Conflict In the event of any conflict between this Addendum and the Agreement with respect to CPT content, this Addendum shall control.