PhenoML, Inc. Terms of Service

**Last Updated: May 6, 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), generate FHIR queries and SQL queries to define patient cohorts, and generate FHIR resources based on unstructured text. This agreement includes the Experiment and Develop 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