Platform Terms and Conditions

Last Updated/Effective Date: 02/26/26

Please read these Avante AI Platform Terms and Conditions (“Terms”) carefully as they apply to your access to and use of the Avante AI platform provided by Avante Health, Inc. (“Avante”, “we”, “our”, or “us”), including newsletters, e-mail correspondence, and other services provided by Avante from time to time relating to the platform (collectively, the “Platform”). Capitalized terms not defined in the body of these Terms have the meaning set forth in Section 13.

By executing an order form that links to these Terms (an “Order”), you (“Customer,” “you” or “your”) are agreeing to all of the provisions set forth in these Terms. These Terms incorporate, by this reference, our Privacy Policy. If you disagree with any part of these Terms, you must not use the Platform.

  1. GRANT OF RIGHTS; RESTRICTIONS

    1. Grant of Rights by Avante. Subject to these Terms, Avante grants to the Customer and its Authorized Users, during the subscription term set forth in the Order, a non-exclusive, non-transferable, right to access and use the Platform and Documentation solely for the Customer’s internal business purposes.

    2. Usage Restrictions. Customer and its Authorized Users shall not, and shall not permit or assist any third party to: (a) modify, customize, disassemble, decompile, prepare derivative works of, create improvements from, derive innovations from, reverse engineer, or attempt to gain access to any underlying technology of the Platform, including any source code, process, data set or database, management tool, development tool, server or hosting site; (b) translate, modify, prepare derivative works of, or remove any trademark or copyright notice from, the Documentation (c) except where expressly agreed to in writing by Avante, make available, use, or offer the Platform for lease, rent, or sale, or reproduce, resell, distribute, publish, display, assign, transfer, sublicense, lend, use on a timeshare or service bureau basis the Platform; (d) knowingly or negligently use the Platform in a way that abuses, interferes with, or disrupts use of the Platform by others; (e) engage in activity that is illegal under applicable Laws, fraudulent, false, or misleading; (f) transmit through the Platform any material that infringes, misappropriates, or violates the intellectual property or proprietary rights of third parties; (g) build or benchmark a competitive product or service, or copy any features, functions, or graphics of the Platform; (h) use the Platform for the development, production, or marketing of a service or product substantially similar to the Platform; (i) upload or transmit any software, content, or code that does or is intended to harm, disable, destroy, or adversely affect performance of the Platform in any way or which does or is intended to harm or extract information or data from other hardware, software, networks, or other users of the Platform; (j) engage in any activity or use the Platform in any manner that could damage, disable, overburden, impair, or otherwise interfere with or disrupt the Platform, or any servers or networks connected to the Platform; or (k) remove, delete, alter, or obscure any intellectual property or proprietary rights notices provided on or with the Platform.

2. FEES; PAYMENT; TAXES

  1. Fees. Customer will pay those fees and other amounts set forth in the Order. Except as otherwise specified in these Terms or in an Order, all payment obligations are non-cancelable and all fees paid are non-refundable. Avante reserves the right to modify, change, or introduce new fees at any time, provided that Avante will notify Customer of any such change (“Price Change”) in writing (email sufficing) at least 30 days before the end of then-current term of Customer’s subscription. If Customer does not cancel its subscription prior to the end of then-current term of the subscription in accordance with the termination provisions of these Terms, the Price Change will take effect on the date the subscription automatically renews.

  2. Payment. Customer will provide Avante with valid and updated credit card information, or with a valid purchase order or alternative payment method as set forth in the applicable Order. If Customer provides credit card information to Avante, Customer authorizes Avante or its third-party payment processor to charge such credit card for all amounts due under the Order for the initial term of a subscription and any renewal subscription term(s). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order. Customer is responsible for providing complete and accurate billing and contact information to Avante and notifying Avante of any changes to such information. All fees are payable in U.S. Dollars and invoiced and charged per the billing frequency set forth in the Order. All amounts shall be paid to Avante within 30 days of Avante’s delivery of an invoice, unless expressly agreed otherwise by the parties in the Order. If Customer reasonably disputes an invoice, Customer must deliver a written statement to Avante no later than 10 days prior to the due date of such invoice listing all disputed items and providing a reasonably detailed description of each disputed item. In such event, the Parties will work together in good faith to resolve the dispute. If Customer does not notify Avante of its dispute of an invoice within such time period, such invoice is deemed accepted and the right to dispute such invoice is waived. 

  3. Taxes. Unless otherwise agreed by the Parties, all subscription fees are exclusive of any and all applicable national, federal, state or local sales, use, excise, value-added, gross receipts taxes, duties, universal service assessments or other similar liabilities attributable to Customer’s purchase or use of Avante products and services (“Taxes”). Customer is solely responsible for the payment of any such Taxes. All such Taxes, however denominated, that are chargeable to or against Avante by any governmental authority, shall be passed through to, and shall be payable by, the Customer. If Avante is required to pay such Taxes on the Customer’s behalf, Customer shall promptly reimburse Avante for all amounts paid. However, nothing in this Section shall be construed to make the Customer responsible for any taxes based on Avante’s net income, assets, payroll, property, and employees. If the Customer is legally obligated to deduct or withhold taxes from amounts payable to Avante under the Agreement, the Customer shall increase the amounts payable such that the net amounts received by Avante would be the full agreed amounts as if such deduction or withholding had not been applied. 

3. PROPRIETARY RIGHTS

  1. Ownership

  1. Background Intellectual Property and Independent Intellectual Property. Ownership of Background Intellectual Property and Independent Intellectual Property shall remain unaffected by these Terms and neither Avante nor the Customer shall acquire any rights in or under Background Intellectual Property or Independent Intellectual Property of the other Party, other than the limited license set forth in these Terms.

  2. Customer Data and Customer Technology. Customer owns and shall continue to own, all rights, title, and interest, including all Intellectual Property rights, in and to the Customer Data and Customer Technology, subject only to the limited license granted to Avante in these Terms. 

  3. Avante Platform and Avante Technology. Avante owns, and shall continue to own, all rights, title, and interest, including all Intellectual Property rights, in and to the Platform and Avante Technology, subject only to the limited rights to access and use the Platform granted to Customer in these Terms.

2. Grant of Rights

  1. Use of Customer Data. During the Subscription Term, Customer grants to Avante a non-exclusive, royalty-free, non-sublicensable (except as needed to provide the Platform), non-transferable right to host, access, display, transmit, distribute, and otherwise use Customer Data solely to: (a) provide the Platform to Customer in accordance with these Terms; (b) provide technical support to the Customer in accordance with these Terms; and (c) fulfill Avante’s obligations and exercise and enforce Avante’s rights under these Terms.

  2. Feedback. Customer grants to Avante a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, disclose, and make and incorporate into its products or services any suggestion, enhancement request, recommendation, correction, or other feedback provided by Customer or Authorized Users relating to the Platform or Avante’s products or services.

4. CUSTOMER OBLIGATIONS AND RESTRICTIONS

  1. Customer Data and Network Connections. Customer is solely responsible for the content and accuracy of Customer Data submitted by Customer to Avante. Customer represents and warrants that: (a) Customer has obtained, and will continue to maintain during the Subscription Term, all necessary rights, consents, and permissions in Customer Data, and has made and will continue to make all necessary disclosures and notices, in accordance with applicable Laws, to grant the rights to Avante with respect to such Customer Data granted under these Terms and to enable Avante to use and process such Customer Data as contemplated under these Terms; and (b) Customer Data, and Avante’s use and processing of such Customer Data in accordance with these Terms, will not violate or misappropriate the rights of any third party or violate any applicable Laws. Customer is responsible for procuring and maintaining the network connections that connect Customer to the Platform.

  2. Authorized Users; Use of Platform. Customer is and shall remain solely responsible and liable for the use and confidentiality of its and its Authorized Users’ credentials that are used to access the Platform. Customer shall ensure that only Authorized Users are permitted to use the Platform, and that Customer’s and its Authorized Users’ use of the Platform complies with these Terms and the Documentation.

5. CONFIDENTIALITY; DATA SECURITY; PRIVACY

  1. Confidentiality

    1. Definition. The term “Confidential Information” means all information and materials disclosed to one Party (the “Recipient”) by the other (the “Discloser”) or otherwise obtained by a Recipient in performing under this Agreement, whether such disclosure is oral or in writing, and including without limitation information relating to the Discloser’s past, present and future research, development and business activities, the Discloser’s plans, methods, know-how, processes, and techniques regarding development and sale, and the Discloser’s employees, customers, creditors, and suppliers. For clarity, Customer Data (including, without limitation, Customer Data that Avante obtains from a third party) is and shall remain the Confidential Information of Customer.

    2. Obligations. Confidential Information shall be treated as confidential and held securely by the Recipient and shall not be disclosed to any person other than the Recipient’s officers or employees, or those under the Recipient’s direct control, who have a need to know such Confidential Information for the purpose of the Recipient exercising its rights and carrying out its obligations under these Terms (each a “Representative”). Each Representative shall be directed and required to maintain such information in confidence and the Recipient shall be responsible in the event of a Representative’s breach of such obligations. Confidential Information will not be used or reproduced for the Recipient’s benefit or the benefit of another except as permitted under these Terms. Upon the expiration or earlier termination of the Subscription Term, each Recipient will immediately cease any and all use of Discloser’s Confidential Information, and, upon Discloser’s written request and at no additional cost to Discloser, promptly destroy (with certification of such destruction in writing) such Confidential Information and all copies thereof in Recipient’s possession, custody or control. Notwithstanding the foregoing, the Recipient shall not be required to return or destroy any Confidential Information or copies thereof which it is required to retain by applicable Laws or any Confidential Information that is stored in any automatic electronic archiving or back-up system where it is not reasonably practicable to retrieve or delete the same, provided that the Recipient maintains the confidentiality of such Confidential Information in accordance with this Section and such Confidential Information is used  for Recipient’s legal compliance and archival purposes only.

    3. Exceptions. Information shall not be subject to the restrictions and obligations of this Section or treated as Confidential Information under this Agreement if it can be demonstrated by the Recipient to have been: (a) received without restriction from a third party which is not subject to a nondisclosure obligation to Discloser, (b) in the public domain at the time it was disclosed to the Recipient or entered the public domain subsequent to the time it was disclosed to the Recipient, through no fault of the Recipient; (c) in the Recipient’s possession free of any obligation of confidence at the time it was disclosed to the Recipient; (d) rightfully communicated to the Recipient free of any obligation of confidence subsequent to the time it was disclosed to the Recipient; or (e) developed by employees or agents of the Recipient independently of and without reference to any information communicated to the Recipient by the Discloser in connection with this Agreement.

    4. Legal Process. Notwithstanding the above, the Recipient may disclose information of the Discloser, without violating the obligations of this Section, to the extent such disclosure is required by applicable Laws or the valid order of a court or other governmental body having jurisdiction, provided that the Recipient provides the Discloser with reasonable prior written notice of such disclosure and makes a reasonable effort to assist the Discloser in obtaining a protective order preventing or limiting the disclosure and/or requiring that the information so disclosed be used only for the purposes for which the law required, or for which the order was issued.

    5. Unauthorized Disclosure. Recipient shall notify the Discloser without undue delay following discovery of an incident resulting in the unauthorized access to or disclosure of any Confidential Information of the Discloser.

    6. Reservation of Rights. All Confidential Information disclosed by Discloser shall remain the property of the Discloser. The Discloser reserves all rights in, and shall be the owner of, its Confidential Information.

    7. Injunctive Relief. Each Party acknowledges and agrees that in the event it violates or threatens to violate the terms of this Section, the other Party will not have an adequate remedy at law and will suffer irreparable injury, and shall be entitled, in addition to any other remedies it may have to enforce such provisions, to seek temporary and permanent injunctive relief in an action or proceeding instituted in any court of competent jurisdiction.

2. Data Security.

  1. Security Measures. Avante has established and will maintain appropriate administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of the Platform against the unauthorized destruction, loss, access, use, or alteration of Customer Data.

  2. Security Incidents. If Avante becomes aware of any unauthorized destruction, loss, access, use, or alteration of Customer Data (a “Security Incident”), Avante shall: (a) notify Customer in writing without undue delay; (b) promptly, in consultation with Customer, take all appropriate steps to mitigate harm and secure the Platform and Customer Data; (c) reasonably cooperate with Customer in investigating and responding to such Security Incident; (d) implement a plan to prevent such a Security Incident from reoccurring; and (e) take any other action required by applicable Laws. For the avoidance of doubt, Avante will comply with the provisions of any Business Associate Agreement (“BAA”) between Avante and Customer with respect to any destruction, loss, access, use, or alteration of Customer Data that constitute Protected Health Information or PHI (as defined in the BAA).

  3. Privacy. Avante will process Customer Data in accordance with Avante’s Privacy Policy, located at: https://www.avante.ai/app-privacy

6. TERM; TERMINATION; SUSPENSION

  1. Term of Agreement. These Terms are effective as of the Initial Term Start Date set forth in the Order and shall remain in effect until the Order has expired or is terminated. Customer’s subscription to the Platform will automatically renew for successive periods having a renewal term duration set forth in the Order, unless (a) otherwise stated in the Order, or (b) either Party gives the other written (email acceptable) notice of termination at least 30 days before the end of the then-current term of the Order.  

  2. Termination. Either Party may terminate the Agreement or an Order immediately (i) in the event of a material breach of the Agreement or the Order by the other Party that is not cured within thirty (30) days of written notice from the non-breaching Party, or (ii) if the other Party ceases doing business or is the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding, that is not dismissed within sixty (60) days of filing.

  3. Effect of Termination. Termination of the Agreement will result in the termination of all Orders then in effect. Upon any termination of the Agreement or an Order,  all licenses granted hereunder by one Party to the other shall terminated, and Customer shall promptly cease, and cause its Authorized Users to promptly cease, use of the Platform. If an Order is terminated as a result of Avante’s uncured material breach of the Agreement or the Order, Customer shall be entitled to a refund of the pro-rata portion of any prepaid and unused fees pertaining to the remaining term of the Order. If an Order is terminated for any reason other than as a result of Avante’s uncured material breach of the Agreement or the Order, then Avante shall be entitled to all of the fees due under the Order for the entire term of the Order. Any provision that, by its terms, is intended to survive the expiration or termination of this Agreement will survive such expiration or termination, including Sections 3.1.1, 3.2.2, 5.1, 6.3, 7.3, 8, 9, 10, and 12.

  4. Suspension. In addition to its other rights or remedies under these Terms, (including without limitation any termination rights), Avante reserves the right to suspend Customer’s and its Authorized Users’ use of the Platform: (a) if any payment due hereunder remains unpaid thirty (30) days or more after the date on which payment due; (b) if Avante reasonably believes that such suspension is necessary as a result of Customer’s material breach of these Terms; (c) if Avante reasonably believes such suspension is necessary to prevent or stop the conduct of illegal activity or suspected illegal activity or to prevent or mitigate damage or imminent damage to Avante’s systems or data stored on such systems; or (d) as required by applicable Laws.

7. REPRESENTATION AND WARRANTIES

  1. Mutual Representations and Warranties. Each Party represents and warrants that: (a) it is a corporation, limited liability company, or other entity duly organized, validly existing, and in good standing under the laws of the state of its incorporation or formation; (b) it has the power and authority and legal right to enter into these Terms and to perform its obligations hereunder, and has taken all necessary corporate action to authorize execution of these Terms; (c) it will comply with all applicable Laws in connection with its performance under these Terms. 

  2. Avante Representation and Warranty. Avante additionally represents and warrants that the Platform will perform materially in accordance with the Documentation and these Terms. 

  3. Warranty Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES MADE HEREIN, NEITHER AVANTE NOR CUSTOMER MAKE ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, ORAL, STATUTORY, EXPRESS, IMPLIED, BY COURSE OF COMMUNICATION OR DEALING, OR OTHERWISE. AVANTE SPECIFICALLY DISCLAIMS ANY WARRANTY WITH REGARD TO TITLE, MERCHANTABILITY, AVAILABILITY, NON-INFRINGEMENT, COMPLETENESS, ACCURACY, OR FITNESS FOR ANY PARTICULAR PURPOSE. AVANTE DOES NOT REPRESENT OR WARRANT THAT IT WILL BE ABLE TO CORRECT ANY REPORTED DEFECTS OR ERRORS, THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT CUSTOMER WILL ACHIEVE ANY PARTICULAR BUSINESS RESULTS BY USE OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, CLIENT ACKNOWLEDGES THAT USE OF FEATURES OF THE PLATFORM THAT UTILIZE MACHINE LEARNING, ARTIFICIAL INTELLIGENCE AND SIMILAR TECHNOLOGIES MAY GENERATE OUTPUT THAT IS INACCURATE, INCOMPLETE, INCORRECT, BIASED, UNEXPECTED, NOT UNIQUE TO CLIENT, AND/OR THAT MAY NOT MEET CLIENT’S OR AN AUTHORIZED USER’S DESIRED USE. CLIENT IS SOLELY RESPONSIBLE FOR ITS RELIANCE ON AND USE OF ANY SUCH OUTPUT. SUCH CONTENT DOES NOT CONSTITUTE, AND SHOULD NOT BE RELIED UPON AS, PROFESSIONAL OR MEDICAL ADVICE.

8. INDEMNIFICATION

  1. Avante Indemnification. Subject to Section 8.3 below, Avante will defend Customer and its officers, directors, employees and agents (collectively, the “Customer Indemnitees”) against any claim, demand, suit or proceeding made or brought against any Customer Indemnitees by a third party (a) alleging that the Platform infringes or misappropriates such third party's Intellectual Property rights, (b) arising as a result of Avante’s breach of its obligations under Section 5 (Confidentiality; Data Security; Privacy) (each, a “Claim Against Customer”), and will indemnify Customer Indemnitees from any damages (including reasonable attorney fees and costs) finally awarded against any Customer Indemnitees as a result of (or for amounts paid by Customer under a settlement of) a Claim Against Customer. If a Claim Against Customer alleging that the Platform infringes or misappropriates such third party's Intellectual Property rights is brought, or in Avante’s belief is likely, Avante will, at its expense, either (a) obtain the right for Customer to continue using the Platform, (b) replace or modify the affected portion(s) of the Platform so that they becomes non-infringing, or (c) upon notice to Customer, terminate Customer’s subscription to the Platform, provided that in the case of (c), Customer will be entitled to a pro-rata refund of a portion of the subscription fee paid for the Platform for any portion of the subscription term following termination of such access. Avante’s obligations in this Section 8.1 do not apply to Claims Against Customer to the extent such Claims Against Customer arise from: (i) any Customer Data or any products, services, technology, materials or data not created or provided by Avante (including without limitation any Customer Data) used as directed by Customer; (ii) any part of the Platform provided in accordance with Customer specifications, requirements, or instructions; (iii) any combination with other products, processes or materials not provided by Avante (where the alleged damages, costs or expenses arise from or relate to such combination); (iv) where Customer continues the allegedly infringing activity after being notified in writing thereof or after being informed of modifications that would have avoided the alleged infringement; or (v) Customer’s use of the Platform in violation of these Terms, the Order, or any Documentation.

  2. Customer Indemnification. Subject to Section 8.3 below, Customer will defend Avante and its officers, directors, employees and agents (collectively, the “Avante Indemnitees”) against any claim, demand, suit or proceeding made or brought against any or all of Avante Indemnitees by a third party (a) based upon or alleging that Customer Data, or Avante’s use of Customer Data, in accordance with these Terms, infringes the Intellectual Property rights or other proprietary rights of a third party, (b) arising as a result of Customer’s breach of its obligations under Section 1.2 (Usage Restrictions), and (c) arising as a result of Customer’s breach of its obligations under Section 5 (Confidentiality; Data Security; Privacy)  (each, a “Claim Against Avante”). Customer will indemnify Avante Indemnitees from any damages, reasonable attorney fees and costs finally awarded against Avante Indemnitees as a result of (or for any amounts paid under a settlement of) a Claim Against Avante.

  3. Indemnification Procedures. Each Party’s obligation to indemnify the other Party is conditioned on the Party seeking indemnification: (a) promptly notifying the indemnifying Party in writing of any claim, suit or proceeding for which indemnity is claimed, provided that failure to so notify will not remove the indemnifying Party’s obligation except to the extent it is prejudiced thereby; (b) allowing the indemnifying Party to solely control the defense of any claim, suit, or proceeding and all negotiations for settlement, provided that the indemnifying Party shall not settle any claim that requires the indemnified Party to admit fault or subjects the indemnified Party to ongoing obligations without the indemnified Party’s prior written consent (such consent not to be unreasonably withheld or delayed); and (c) giving the indemnifying Party reasonable assistance in the defense and settlement of any claim, suit or proceeding for which indemnity is claimed. The indemnified Party may participate in the defense and settlement of any claim with its own attorney at its own expense.

9. LIMITATIONS OF LIABILITY

  1. Consequential Damages Exclusion. Except for liability of a Party that cannot be limited or excluded under applicable Laws, liability arising from a breach of Section 5 (Confidentiality; Data Security; Privacy), liability arising under Section 8 (Indemnification), or a Party’s liability arising from its gross negligence or intentional misconduct, neither Party will be liable to the other Party for any special, indirect, incidental, consequential, reliance, punitive or exemplary damages (including without limitation, damages for loss of business profits), loss of goodwill, business interruption or cost of delay, loss of use or lost or inaccuracy to business information and/or data of any kind, even if it is aware of the possibility of the occurrence of such damages.

  2. Limitation of Liability. Except for a Party’s liability (a) that cannot be limited or excluded under applicable Laws, (b) arising from its breach of Section 5 (Confidentiality; Data Security; Privacy), (c) arising from its obligations under Section 8 (Indemnification), or (d) arising from its gross negligence or intentional misconduct, the total cumulative liability of a Party to the other Party for any and all claims and damages arising hereunder, whether by statute, contract, tort or otherwise, will not exceed the fees paid or payable by Customer for use of the Platform under the Order during the twelve (12) month period immediately preceding the first event giving rise to the claim or damages. The total liability of a Party arising from its breach of Section 5 (Confidentiality; Data Security; Privacy) and arising from its obligations under Section 8 (Indemnification), in the aggregate, shall not exceed three times (3X) the fees paid or payable by Customer for use of the Platform under the Order during the twelve (12) month period immediately preceding the first event giving rise to the claim.

10. DISPUTE RESOLUTION.

  1. Any dispute between the Parties arising out of these Terms or Customer’s access to or use of the Platform shall be resolved as set forth in this Section. First, members of the senior management of both Parties shall meet (in person or virtually) to attempt to resolve the dispute. If a dispute remains unresolved after the Parties have met, either Party may make a written demand for mediation. Within fifteen (15) days after such written demand, the Parties shall meet for a period up to eight (8) hours with an impartial mediator. The costs and expenses of the mediator shall be shared equally by the Parties. If the dispute remains unresolved following mediation, either Party may pursue any remedy available to it under these Terms or applicable Laws. Notwithstanding the foregoing, neither Party will be prohibited from seeking temporary injunctive relief in any court of competent jurisdiction.

11. TRAINING

  1. Training. During the Term, Avante will provide training for Customer’s HR teams and other stakeholders on use of the Platform and interpretation of benefit data insights, as reasonably requested by Customer, on such dates and at such times as mutually agreed to in writing by the Parties.

  2. Support. Subject to Customer’s ongoing compliance with the terms of this Agreement (including timely payment of all applicable fees), Avante agrees to: (a) provide reasonable technical support to Customer and Authorized Users, via phone or email, during the hours of 9:00 a.m. to 5:00 p.m. Pacific Time, Monday through Friday excluding holidays; (b) use commercially reasonable efforts to respond to Customer support requests in a timely manner, and to resolve such issues by providing updates and/or workarounds to Customer, consistent with Avante’s assigned severity level to the issues identified in such requests and their impact on Customer’s business operations, in Avante’s reasonable discretion; and (c) provide such other support as may be specified in the applicable Order (if any).

12. GENERAL PROVISIONS

  1. Independent Contractors. Each Party’s relationship to the other Party is that of an independent contractor, and neither Party is an agent or partner of the other. A Party does not have, and will not represent to any third party that it has, any authority to act on behalf of the other Party.

  2. Assignment. Neither Party may assign or transfer these Terms or any of its rights or obligations under these Terms without the written consent of the other Party, except that either  Party hereto may assign these Terms in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities to the other Party involved in such transaction. In the event of an assignment permitted under the prior sentence, the assigning Party shall provide advance written notice of the assignment to the other Party. Any attempted assignment or transfer in violation of the foregoing will be void. These Terms shall be binding upon the Parties and their respective successors and permitted assigns.

  3. Notices. All notices, consents, and approvals permitted or required under this Agreement must be delivered in writing and shall be deemed to have been given and received (a) when personally delivered, or delivered by same-day courier; or (b) on the third business day after mailing by registered or certified mail, postage prepaid, return receipt requested; or (c) upon delivery when sent by prepaid overnight express delivery service (e.g., FedEx, UPS). Either Party may change its address by giving notice (in accordance with this notice provision) of the new address to the other Party.

  4. Waivers; Severability. Any waivers shall be effective only if made by writing signed by a representative authorized to bind the Party providing the waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable Laws and the remaining provisions will continue in full force and effect.

  5. Force Majeure. Neither Party will be liable for any failure to perform its obligations hereunder, other than payment obligations, due to unforeseen circumstances or causes beyond the Party’s reasonable control, including, without limitation, acts of God, war, riot, embargoes, acts of civil or military authorities, acts of terrorism or sabotage, fire, flood, earthquake, accident, strikes, and failure of communications or electrical lines. In an event of force majeure, a Party’s time for delivery or other performance will be extended for a period equal to the duration of the delay caused thereby. The Party subject to the force majeure shall (a) give notice of suspension of its obligations as soon as reasonably practicable stating the date and extent of such suspension and the cause thereof, (b) use its commercially reasonable efforts to remedy or remove such force majeure with the least practicable delay, and (c) resume the performance of its obligations as soon as reasonably practicable after the remediation or removal of the cause. Notwithstanding anything to the contrary herein, if an event of force majeure does, or can reasonably be expected to, prevent the affected Party from performing its obligations for a period of at least 90 days, then the other Party may terminate this Agreement upon not less than 15 days written notice to the affected Party.

  6. Governing Law; Jurisdiction; Venue. This Agreement is governed by and shall be construed in accordance with the laws of the Commonwealth of Delaware, without regard to its conflicts of laws provisions. This Agreement shall not be governed or affected by any version of the Uniform Computer Information Transactions Act enacted in any jurisdiction. Any action relating to this Agreement shall be brought exclusively in federal or state court in Delaware, and the Parties irrevocably consent to the personal jurisdiction of such courts.

  7. Entire Understanding; Amendment; Counterparts. This Agreement (a) contains the entire understanding and agreement of the Parties relating to its subject matter, and supersedes all prior representations, understandings, undertakings, or agreements (whether oral or written and whether expressed or implied) of the parties, (b) may not be amended except by a writing executed by both Parties, and (c) may be executed in multiple, identical, original counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. The Agreement will not be construed in favor of or against a Party by reason of the extent to which any Party participated in the preparation of the Agreement.

13. DEFINITIONS; The following capitalized terms have the meanings set forth in this Section.

“Agreement” means, collectively, these Terms, each applicable Order, and all schedules, exhibits, and attachments to an Order.

“Avante Technology” means Avante’s proprietary technology, including but not limited to software, hardware, processes, algorithms, data bases, user interfaces, application programing interfaces (APIs), and software development kits (SDKs), used by Avante in providing the Platform.

“Authorized User” means an employee, contractor, representative, or agent of Customer that Customer authorizes to access and use the Platform on the Customer’s behalf.

“Background Intellectual Property” means all Intellectual Property owned by or licensed to a Party prior to the Effective Date.

“Customer Data” means all electronic data or information that Customer submits (or a TPA, broker or other third party submits on behalf of Customer) to the Platform or Avante for processing through the Platform.

“Customer Technology” means Customer’s proprietary technology, including but not limited to Customer’s privacy hub services, tokenization and linking software and services, and other software, architecture, hardware, networks, processes, algorithms, data bases, user interfaces, application programing interfaces (APIs), software development kits (SDKs), or other technology that Customer makes available or uses to provide services to its customers and any related documentation. Without limiting the foregoing, Customer Technology includes any improvements, modifications, enhancements, derivative works, patches and updates to any of the foregoing.

“Documentation” means any user guides, manuals, instructions, and other materials related to the Platform which are made available to Customer, either in print and/or online or in another format, intended to assist Customer and Authorized Users to access or use the Platform.

“Harmful Code” means viruses, worms, trojan horses, spyware, malware, backdoor, and other computer programs and software code that harm a computer or a computer program, or operate in some other harmful or destructive way to hardware, software, data, or communications systems.

“Independent Intellectual Property” means any Intellectual Property that is developed or acquired by a Party after the Effective Date, outside the scope of this Agreement, and without using any Background Intellectual Property or Confidential Information of the other Party.

“Intellectual Property” means the following, whether created, protected or arising under the Laws of the United States or any other jurisdiction: (a) trade names, trademarks and service marks (whether registered or unregistered), domain names and other internet addresses or identifiers, trade dress and similar rights and applications to register any of the foregoing (collectively, “Marks”); (b) patents and patent applications and rights in respect of utility models or industrial designs (collectively, “Patents”); (c) copyrights (whether registered or unregistered) and registrations and applications therefor (collectively, “Copyrights”); (d) know- how, inventions, discoveries, methods, processes, techniques, methodologies, formulae, algorithms, technical data, specifications, research and development information, technology, data bases and other proprietary or confidential information, including customer lists, in each case that derives economic value (actual or potential) from not being generally known to other persons who can obtain economic value from its disclosure, but excluding any Copyrights or Patents that cover or protect any of the foregoing (collectively, “Trade Secrets”); and (e) any other proprietary, intellectual or industrial property rights of any kind or nature that do not comprise or are not protected by Marks, Patents, Copyrights or Trade Secrets.

“Laws” means any applicable local, state, federal and international laws, regulations and conventions, including those related to data privacy and the Health Insurance Portability & Accountability Act, as amended and supplemented (“HIPAA”).

“Parties” means, collectively, Avante and Customer.

“Party” means, individually, Avante or Customer.

“Third-Party Data” means data owned by a third party that Avante licenses or otherwise obtains from such third party. For the avoidance of doubt, Customer Data maintained by Customer’s TPAs, brokers, licensors, or others on Customer’s behalf does not constitute Third-Party Data.