Terms of Use

1. Acceptance of Terms; Authority to Bind

These Terms of Use (“Terms”) form a binding agreement between THINQPOINT LLC, a California limited liability company (“Thinqpoint,” “we,” “us,” or “our”), and the entity on whose behalf the Service (defined below) is accessed (“Customer,” “you,” or “your”). Thinqpoint’s mailing address and contact details are set out in Section 21 (Contact).

By accessing or using the Service, you agree to be bound by these Terms. Your access to or use of the Service constitutes your acknowledgement that you have read, understood, and agreed to these Terms. If you do not agree with any part of these Terms, you must not access or use the Service.

Authority to bind. If you are accessing or using the Service on behalf of an organization or other legal entity, you represent and warrant that (i) you are at least 18 years of age, (ii) you have the full legal right, power, and authority to bind that organization to these Terms, and (iii) the organization accepts these Terms. If you do not have that authority, you must not access or use the Service on the organization’s behalf.

If you access or use the Service solely in an individual capacity (for example, by signing up for a free, individual account that is not associated with any organization), then “Customer” refers to you personally, but the AUP, AI, HIPAA, and other obligations of these Terms still apply.

2. Definitions

In these Terms, capitalized terms have the meanings set out where first used or as follows:

• “Affiliate” — any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
• “AUP” — the Acceptable Use Policy set out in Section 5.
• “Authorized User” — an individual employee, contractor, or agent of Customer authorized by Customer to access and use the Service on Customer’s behalf under a credential issued to that individual.
• “BAA” — a HIPAA-compliant Business Associate Agreement executed between Thinqpoint and Customer (or between Thinqpoint and an upstream Covered Entity for which Customer is acting).
• “Customer Data” — data, content, files, queries, prompts, and other materials submitted to, uploaded to, or generated by Customer or its Authorized Users in connection with the Service, excluding Service Data (defined below) and the Outputs.
• “DPA” — a Data Processing Addendum executed between the parties, if applicable.
• “Documentation” — the then-current user guides, technical documentation, and policies that Thinqpoint makes generally available for the Service through its official Help Center or in-product documentation. Marketing materials, sales decks, roadmap statements, and other forward-looking communications are not Documentation.
• “Input” — prompts, queries, files, and other Customer Data submitted to the Service for processing by AI Models.
• “Model Provider” — a Subprocessor (see Section 8) that makes a Third-Party Model available to the Service.
• “MSA / Order Form” — any master services agreement, statement of work, or order form mutually executed by the parties that references these Terms.
• “Output” — content generated by the Service in response to an Input, including analyses, narratives, visualizations, summaries, charts, maps, and recommendations produced wholly or partially by an AI Model.
• “AI Model” or “Model” — any large language model, foundation model, or other machine-learning model used by the Service to process Inputs and generate Outputs, whether (a) developed, fine-tuned, hosted, or otherwise operated by Thinqpoint (“First-Party Models”) or (b) made available through one or more third-party model providers or subprocessors (“Third-Party Models”). The then-current list of Third-Party Model providers and hosting subprocessors is set out in Thinqpoint’s Subprocessor List (see Section 8).
• “PHI” — Protected Health Information as defined by HIPAA (45 C.F.R. § 160.103).
• “Service” — the Thinqpoint Platform software-as-a-service offering, including the web application, APIs, agent workflows, dashboards, maps, and associated tools and Documentation that we make available under these Terms.
• “Service Data” — telemetry, logs, performance metrics, usage statistics, security events, query and prompt metadata, error reports, and other operational data generated by or in connection with the Service. Service Data may include identifiers (such as user IDs, organization IDs, account IDs, and session IDs) and references to Inputs and Outputs that Thinqpoint reasonably needs to operate, secure, support, and improve the Service. Service Data is distinct from Customer Data.

3. The Service; License Grant

3.1 The Service. The Service provides analytics, geographic intelligence, and agentic AI-assisted workflows intended to support organizations in performing tasks such as community needs assessment, market analysis, service-area planning, and operational reporting. The specific features available to Customer depend on the subscription tier and any applicable Order Form.

3.2 License grant. Subject to Customer’s continuous compliance with these Terms and timely payment of all applicable fees, Thinqpoint grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable, worldwide right during the Term for its Authorized Users to access and use the Service solely for Customer’s internal business purposes.

3.3 Reservation of rights. All rights, title, and interest in and to the Service, the Documentation, the Outputs (subject to Section 10.3), and all related intellectual property are and remain the exclusive property of Thinqpoint and its licensors. No rights are granted to Customer other than those expressly set out in these Terms.

3.4 Beta features. Thinqpoint may designate certain features as “Beta,” “Preview,” “Experimental,” or similar. Beta features are provided “AS IS,” without any warranty, and may be modified or discontinued at any time. The limitations of liability in Section 13 apply with particular force to Beta features.

4. Accounts and Authorized Users

4.1 Registration. To use the Service (free or paid), Customer or its Authorized Users must register an account and provide accurate, complete, and current information. Customer must promptly update its account information to keep it accurate.

4.2 Credentials. Customer is responsible for (a) maintaining the confidentiality of all login credentials, API keys, and tokens issued for the Service, (b) all activity occurring under Customer’s account and credentials, and (c) promptly notifying Thinqpoint of any actual or suspected unauthorized access. Credentials may not be shared between individuals.

4.3 Authorized Users. Customer is responsible for the acts and omissions of its Authorized Users as if they were Customer’s own acts and omissions and must ensure that each Authorized User complies with these Terms (including the AUP and Section 6).

4.4 Suspension. Thinqpoint may suspend an account or credentials (and revoke the license in Section 3.2) for any of the following, with notice where practicable: (a) a violation of these Terms (including the AUP); (b) a security risk to the Service or other customers; (c) non-payment of fees; (d) suspected fraud or unlawful activity; or (e) as required by law or court order.

5. Acceptable Use Policy

Customer and its Authorized Users must not, and must not permit any third party to:

1. Use the Service in any manner that violates applicable law, regulation, or third-party rights;
2. Systematically scrape, crawl, harvest, or otherwise extract data or Outputs from the Service to build a competing product, dataset, model, or service, or for any purpose not expressly authorized by these Terms;
3. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, model weights, prompts, training data, or underlying algorithms of the Service or any AI Model accessed through it, except to the extent such restriction is prohibited by applicable law;
4. Circumvent, disable, or interfere with security, rate-limiting, or access-control features of the Service;
5. Upload or transmit any virus, worm, malware, or other malicious code; introduce automated systems (bots, scripts, scrapers, offline readers) that access the Service in a manner not authorized by Thinqpoint;
6. Submit PHI to the Service without a current, executed BAA between the parties covering that submission (see Section 7);
7. Use the Service to develop, train, fine-tune, evaluate, or improve any AI model, dataset, or service that competes with the Service or with the AI Models we use;
8. Use the Service to generate, distribute, or facilitate (a) individualized medical advice, diagnosis, treatment, or clinical decisions delivered to a patient or consumer without qualified human professional review and accountability; (b) legal advice to a third party; (c) content that is unlawful, defamatory, harassing, infringing, discriminatory, or that exploits or harms minors; (d) content used to deceive, impersonate, or defraud; or (e) content used to make eligibility, hiring, lending, insurance, or other consequential decisions about an individual without lawful human-in-the-loop review;
9. Frame, mirror, or otherwise present the Service in a manner that misrepresents its source or affiliation;
10. Resell, sublicense, time-share, or otherwise commercially exploit the Service except as expressly permitted in writing by Thinqpoint;
11. Submit to the Service any data that Customer does not have the legal right to submit, including data subject to restrictive licensing terms incompatible with the Service’s processing; or
12. Interfere with or disrupt the integrity or performance of the Service, the AI Models, or the data of any other customer.

Thinqpoint may, but is not obligated to, monitor use of the Service for AUP compliance. Material or repeated violations may result in suspension or termination under Sections 4.4 and 15.

6. AI Features and Output Disclaimers

6.1 AI use; transparency. The Service incorporates AI Models and produces Outputs through automated and semi-automated reasoning. The Service includes evaluation pipelines, source-grounding of Outputs to the annotated data sources Thinqpoint maintains, source citation within Outputs, monitoring for factuality and bias, and human-in-the-loop review patterns. Current model performance metrics, accuracy benchmarks, known limitations, and mitigation practices are published in the Trust Center inside the Service (see Section 6.6). AI is a probabilistic technology with inherent limitations, and this is an inherent characteristic of the Service.

6.2 Inherent limits of AI Output. Because of those inherent limitations, Outputs may be incomplete, out of date, factually incorrect, internally inconsistent, biased, or fabricated (“hallucinated”), and may vary between identical or near-identical Inputs. Customer should not rely on any Output as the sole basis for a consequential decision without human review appropriate to the decision (see Section 6.4). Thinqpoint publishes current model performance metrics, accuracy benchmarks, known limitations, and mitigation practices in the Trust Center inside the Service (see Section 6.6), which Thinqpoint updates as models and evaluations change. The Trust Center, together with the source citations included in Outputs, is the canonical place to assess fitness of an Output for a specific use.

6.3 Decision support; not professional advice. Outputs are designed and intended to support organizational planning, analysis, and reporting — including community needs assessment, market analysis, service-area planning, and operational reporting. Outputs are NOT, and must not be relied upon as, medical advice, clinical judgment, diagnosis, treatment recommendations, legal advice, financial advice, tax advice, or other professional advice. Customer is responsible for the decisions and actions it takes in reliance on any Output, and for ensuring that qualified humans review and validate Outputs before they are used in any consequential decision (see Section 6.4). The Service is not a medical device, has not been cleared or approved by the U.S. Food and Drug Administration, and is not intended to diagnose, treat, cure, mitigate, or prevent any disease or condition.

6.4 Human-in-the-loop. Customer is solely responsible for (a) reviewing, validating, and verifying every Output before relying on it; (b) ensuring that any decision affecting a patient, employee, applicant, or other individual is made by a qualified human with appropriate professional accountability; and (c) ensuring that use of the Service in any clinical, operational, or regulatory workflow complies with applicable law, professional standards, and the policies of Customer’s organization.

6.5 No training of foundation models on Customer Data; Service-level improvements. By default, Customer Data (including Inputs and Customer-identifying portions of Outputs) is not used by Thinqpoint to train, fine-tune, or otherwise alter the weights of foundation AI Models. How Customer Data flows to third-party Model Providers during normal Service operation — for the purpose of generating Outputs in response to Customer’s Inputs — is governed by Section 8. Thinqpoint does, however, use observed Customer Data — Inputs, Outputs, and the surrounding interaction context — to evaluate and improve how the Service uses AI Models on Customer’s behalf, including by refining system prompts and agent instructions, tuning retrieval and grounding behavior, building and updating evaluation suites, and diagnosing and correcting Output failures. These Service-level refinements modify Thinqpoint’s orchestration of AI Models; they do not train or modify the underlying Models themselves, and they do not create datasets shared outside Thinqpoint. Notwithstanding the foregoing, PHI is excluded from the Service-level improvement uses described in this Section 6.5 and is governed solely by the BAA. Customers acting in an individual (non-organizational) capacity on the Free Tier may opt out of Service-level improvement uses of their Inputs by submitting a request to privacy@thinqpoint.com; opt-out does not affect Service Data uses under Section 7.6. Thinqpoint’s use of Service Data — including any user- or organization-level identifiers it contains — to operate, secure, support, and improve the Service is further governed by Section 7.6. Any optional program in which Customer expressly opts in to make Customer Data available for foundation-model training or fine-tuning will be governed by a separate, written, opt-in agreement.

6.6 Evaluations and the Trust Center. Thinqpoint maintains operational observability over the Service and conducts ongoing evaluations of Output quality, factuality, safety, and bias-relevant metrics. Summary evaluation results, known limitations, model-version history, and Thinqpoint’s mitigation practices are published to authenticated Customers through the Trust Center inside the Service. The Trust Center is provided for informational purposes only, is updated regularly, supersedes any earlier or out-of-band statements about specific model behavior, and does not constitute a warranty or representation and does not modify Section 12.3. These evaluations inform — but do not replace — Customer’s responsibility under Section 6.4 to review and validate Outputs before relying on them.

6.7 Bias and fairness. Customer acknowledges that AI Models may reflect biases present in their training data and that no evaluation regime eliminates this risk entirely. Thinqpoint’s current bias-mitigation practices and known model limitations are summarized in the Trust Center inside the Service (see Section 6.6). Customer is responsible for assessing the appropriateness of Outputs for the populations Customer serves and for complying with applicable anti-discrimination, civil-rights, and AI-governance laws (including, where applicable, the EU AI Act and state AI laws).

6.8 Model changes. Thinqpoint may, from time to time, add, remove, replace, or change the AI Models used by the Service. Where a Model change is reasonably expected to materially and adversely affect Customer’s use of paid features, Thinqpoint will use commercially reasonable efforts to provide advance notice (see Section 16).

7. Customer Data; Privacy; HIPAA and BAA Precedence

7.1 Ownership. As between the parties, Customer owns all right, title, and interest in and to Customer Data. Customer grants Thinqpoint a limited, worldwide, royalty-free license to host, process, transmit, display, and otherwise use Customer Data solely as necessary to provide, secure, and support the Service, comply with law, and exercise Thinqpoint’s rights under these Terms.

7.2 Privacy Policy. Thinqpoint’s processing of personal information is described in its Privacy Policy at https://www.thinqpoint.com/privacy-policy (the “Privacy Policy”), incorporated into these Terms by reference.

7.3 No PHI without a BAA. Thinqpoint is not a Covered Entity. Customer (and any organization on whose behalf Customer acts) must not submit, transmit, or otherwise make available any PHI to the Service unless and until a HIPAA-compliant BAA has been duly executed by both parties and remains in effect with respect to that submission. Customer represents and warrants on each submission that the data submitted does not contain PHI unless an applicable BAA is then in effect. If Customer submits PHI to the Service without an applicable, executed BAA, Customer (a) is in material breach of these Terms; (b) is solely responsible for the consequences (including any breach notification, regulatory, or civil liability); and (c) must promptly notify Thinqpoint so that Thinqpoint can take appropriate steps (which may include deletion of the data and suspension of the account). Thinqpoint may, but is not obligated to, deploy automated and manual measures to detect suspected PHI in Customer Data and may, without liability, quarantine, redact, return, or delete any data it reasonably suspects to be PHI submitted in violation of this Section, and suspend the offending account pending investigation. Customer’s submission of PHI in violation of this Section constitutes Customer’s express authorization for such measures.

7.4 BAA precedence for PHI. Where the parties have executed a BAA, the BAA governs the parties’ respective obligations with respect to PHI. In the event of any conflict between the BAA and these Terms with respect to PHI or HIPAA compliance, the BAA controls. Any ambiguity in the BAA shall be interpreted to permit compliance with the HIPAA Rules.

7.5 De-identified data. Customer agrees that Thinqpoint may create and retain de-identified data derived from Customer Data (de-identified in accordance with 45 C.F.R. § 164.514 or another legally recognized standard) and may use such data for any lawful purpose, including improving the Service, generating benchmarks, and producing aggregated industry insights, provided that such de-identified data is not re-identified and is not used to train foundation AI Models except as expressly authorized under Section 6.5.

7.6 Service Data. Thinqpoint may collect, process, and retain Service Data to (a) operate, secure, and maintain the Service; (b) troubleshoot issues and respond to Customer support requests, including tracing a specific query, prompt, or Output to the user or account that produced it; (c) detect, prevent, and respond to abuse, fraud, and security incidents; (d) analyze usage to develop, evaluate, and improve features, models, and the Service generally; (e) comply with legal obligations; and (f) enforce these Terms. Service Data may contain identifiers and references necessary for these purposes. Any external publication of insights derived from Service Data (such as benchmarks, industry reports, or marketing materials) will use Service Data only in aggregated or de-identified form that does not identify Customer or any Authorized User. Where Service Data incorporates PHI, the BAA governs.

7.7 Security. Thinqpoint maintains administrative, physical, and technical safeguards designed to protect Customer Data, consistent with industry standards applicable to healthcare SaaS providers. The specific safeguards applicable to PHI are set out in the BAA. Thinqpoint is not responsible for the security of Customer’s networks, devices, or credentials.

7.8 Cross-border transfer. The Service is hosted in the United States. By using the Service from outside the United States, Customer consents to the transfer and processing of its data in the United States.

7.9 California Consumer Privacy Rights. Where Customer or its Authorized Users are California residents and the data is not PHI, Thinqpoint honors the rights of access, deletion, correction, and opt-out of “sale” or “sharing” of personal information as set out in the California Consumer Privacy Act and California Privacy Rights Act (Cal. Civ. Code §§ 1798.100 et seq.). Requests should be submitted through the methods described in Thinqpoint’s Privacy Policy (see Section 7.2). Nothing in these Terms purports to waive any non-waivable right under those statutes.

8. Third-Party AI Model Providers; Subprocessors

8.1 Use of subprocessors. Thinqpoint engages third-party service providers and subprocessors to deliver the Service, including third-party AI model providers and the cloud or AI-platform operators that host them (each, a “Subprocessor”). Thinqpoint remains responsible for the acts and omissions of its Subprocessors in connection with the Service to the same extent as if such acts or omissions were Thinqpoint’s own.

8.2 Subprocessor List. A current list of Thinqpoint’s Subprocessors — including the AI model providers and AI/cloud hosting platforms used by the Service, their functional roles, and the geographic regions in which they process data — is published at [Subprocessor List URL — to be published] (the “Subprocessor List”). The Subprocessor List is incorporated by reference into these Terms (and into any applicable Data Processing Addendum or BAA between the parties). Thinqpoint may update the Subprocessor List from time to time and will use commercially reasonable efforts to notify Customer at least thirty (30) days in advance of adding a Subprocessor that will process Customer Data. If Customer reasonably objects to a new Subprocessor on data-protection grounds within fifteen (15) days of notice, the parties will discuss the objection in good faith; if no resolution is reached, Customer may terminate the affected subscription within thirty (30) days of the new Subprocessor’s effective date with a pro-rata refund of any prepaid, unused fees.

8.3 Customer compliance. Customer must comply with the Acceptable Use Policy in Section 5 in all use of the Service, including use that invokes any AI Model. The AUP incorporates by reference the then-current usage policies and use restrictions imposed by Thinqpoint’s Subprocessors on Thinqpoint as a downstream customer, as those policies apply to the Service. Customer’s compliance with the AUP satisfies Customer’s pass-through obligations with respect to Thinqpoint’s Subprocessors, and Customer is not required to read, accept, or independently comply with the Subprocessors’ own published terms. Where a Subprocessor adopts or changes a use restriction that applies to Thinqpoint’s use of the Subprocessor in connection with the Service, Thinqpoint will (a) update the AUP to make the restriction explicit, and (b) provide notice of the update under Section 16; provided that, where a Subprocessor’s binding policy update requires Thinqpoint to take effect on less than the notice period required by Section 16, Thinqpoint may make the corresponding AUP update effective on the same shorter timeline by notice to Customer. If the resulting AUP change is materially adverse to Customer’s then-current use of the Service, Customer may terminate the affected subscription within thirty (30) days after the effective date by written notice to Thinqpoint, and Thinqpoint will refund any pre-paid fees for the unused portion of the then-current subscription term.

8.4 Data handling by Subprocessors. Thinqpoint uses commercially available enterprise tiers of each Subprocessor and, where reasonably available, configures its integrations so that Inputs and Outputs are not used by the Subprocessor to train its foundation models. Customer acknowledges that Subprocessors may, however, retain Inputs and Outputs for limited periods for abuse monitoring, safety review, or operational purposes consistent with their published terms, and that humans employed or contracted by Subprocessors may review content flagged by automated safety systems. Where a Subprocessor processes PHI, the BAA chain (Customer → Thinqpoint → Subprocessor) governs.

8.5 No endorsement; no agency. Thinqpoint’s use of a Subprocessor does not make Thinqpoint a partner, agent, or representative of that Subprocessor, and no Subprocessor is a party to or third-party beneficiary of these Terms.

8.6 Model and Subprocessor availability and substitution. A Subprocessor may modify, deprecate, or discontinue an AI Model or service offering at any time. Thinqpoint may add, substitute, or remove AI Models and Subprocessors from time to time. If a substitution is reasonably expected to materially and adversely affect Customer’s use of paid features, the notice procedures in Section 16 apply.

8.7 AI carve-outs. The AI-specific allocation of risk in Sections 12 and 13 reflects the inherent uncertainty of AI Model behavior, including both First-Party and Third-Party Models. Customer is responsible for evaluating each Output against its own clinical, operational, and legal standards.

9. Fees, Billing, Free and Paid Tiers, Renewal

9.1 Tier structure. Thinqpoint offers (a) a Free Tier with limited features and usage caps, made available without charge subject to these Terms and the AUP; and (b) one or more Paid Tiers with features, usage limits, and pricing set out in the applicable Order Form or other written agreement between Thinqpoint and Customer. Section 9.2 below applies to Free Tier users. Sections 9.3 through 9.8 apply only to Paid Tiers.

9.2 Free Tier. The Free Tier is provided “AS IS,” may be modified or discontinued at any time, and is subject to usage limits that Thinqpoint may change at its discretion. The fact that the Free Tier is offered without charge does not by itself nullify or reduce any obligation of Thinqpoint under these Terms; the allocation of risk in Sections 12, 13, and 14 (including any monetary cap) applies as written.

9.3 Fees. Customer agrees to pay all fees specified in the applicable Order Form or other written agreement between Thinqpoint and Customer, in U.S. dollars, in accordance with the billing frequency specified (monthly or annual unless otherwise stated). All fees are non-refundable except as expressly stated in these Terms or required by law.

9.4 Taxes. Fees are exclusive of all taxes, levies, duties, and similar governmental assessments of any nature (including sales, use, value-added, excise, and withholding taxes), excluding taxes based on Thinqpoint’s net income, property, or employees. Customer is responsible for paying all such taxes associated with its purchases. If Thinqpoint is legally obligated to collect or remit taxes for which Customer is responsible, the appropriate amount will be invoiced to and paid by Customer, unless Customer provides Thinqpoint with a valid tax exemption certificate authorized by the appropriate taxing authority. Customer will reimburse Thinqpoint for any such taxes (and related interest or penalties) paid or payable by Thinqpoint as a result of Customer’s failure to pay or to provide a valid exemption certificate when due.

9.5 Automatic renewal. PAID SUBSCRIPTIONS RENEW AUTOMATICALLY at the end of each subscription term for an additional period of equal length, unless (a) Customer cancels its subscription through the Service before the end of the then-current term, or (b) the applicable Order Form, MSA, or other written agreement between Thinqpoint and Customer specifies a different renewal mechanism, in which case that mechanism controls. Renewals are billed at Thinqpoint’s then-current rates for the applicable Paid Tier. Pre-checkout, Thinqpoint presents clear-and-conspicuous disclosure of the auto-renewal terms in visual proximity to the acceptance mechanism, captures Customer’s affirmative consent to those terms, sends a post-transaction confirmation including renewal terms and cancellation instructions, and provides in-product cancellation reachable in no more than two clicks from the account settings, using the same medium by which Customer subscribed.

9.6 Price changes. Thinqpoint may change its fees for any Paid Tier. Thinqpoint will provide Customer with at least sixty (60) days’ advance notice (by email to the account billing contact, in-app notice, or both) of any price increase taking effect at renewal. If Customer does not agree to the new price, Customer may cancel its subscription before the renewal date in accordance with Section 9.5.

9.7 Non-payment; suspension. Thinqpoint may suspend paid features for non-payment after at least ten (10) days’ notice.

9.8 SLA. Any service-level agreement, uptime commitment, credits, or remedies relating to availability are not part of these Terms and apply only if separately set out in an Order Form, MSA, or written SLA document executed by Thinqpoint.

10. Intellectual Property

10.1 Thinqpoint IP. Thinqpoint and its licensors retain all right, title, and interest in and to the Service, the Documentation, all software, models (other than third-party Models, which remain owned by their respective Model Providers), prompts, agent designs, data annotations, embeddings, methodologies, know-how, and any improvements thereto.

10.2 Customer IP. Customer retains all right, title, and interest in and to Customer Data, subject to the license granted in Section 7.1.

10.3 Outputs. As between the parties, and subject to Customer’s compliance with these Terms, Thinqpoint assigns to Customer all of Thinqpoint’s right, title, and interest (if any) in the Output generated specifically in response to Customer’s Inputs, except to the extent that an Output incorporates (a) pre-existing Thinqpoint IP, (b) third-party material, or (c) content owned or licensed by a Model Provider, in which case Customer receives only the license rights set out in Section 3.2 with respect to that portion. Customer acknowledges that, because of the nature of AI Models, similar or identical Outputs may be produced for other customers, and Customer therefore has no exclusivity in any Output other than the unique combination of Customer Data, prompts, and configurations Customer contributed.

10.4 Feedback. Customer may, but is not required to, submit suggestions, comments, or feedback regarding the Service. Customer grants Thinqpoint a perpetual, irrevocable, royalty-free, worldwide license to use such feedback for any purpose without obligation to Customer.

10.5 Open-source components. The Service may include or link to open-source software. To the extent any open-source license applies, that license governs Customer’s use of that component (but does not otherwise alter these Terms).

10.6 Public and third-party source data. The Service may use, surface, and incorporate data from public sources (such as U.S. Census Bureau, HRSA, CDC, and other government datasets) and from third-party data providers Thinqpoint licenses. Public data is not owned by Thinqpoint or by Customer, and inclusion of public data in an Output does not transfer ownership of the underlying public data to either party. Where an Output incorporates data subject to a third-party license that requires attribution, non-commercial use, share-alike treatment, or other obligations, Customer must comply with those obligations when using or redistributing the Output. Thinqpoint will use commercially reasonable efforts to surface applicable attribution or licensing notices within the Service.

10.7 Independent development. Customer acknowledges that Thinqpoint may, independently of these Terms and independently of Customer’s use of the Service, develop, generate, publish, distribute, or commercialize analyses, reports, benchmarks, dashboards, insights, and other outputs derived from public data, third-party-licensed data, or de-identified or aggregated Service Data — including outputs that are similar or identical to Outputs generated for Customer. Service Data used for independent development under this Section 10.7 will be de-identified in accordance with Section 7.5 and aggregated to a population of no fewer than five (5) underlying Customers or Authorized Users. Nothing in these Terms restricts Thinqpoint’s right to undertake the activities described in this Section 10.7, and Customer has no claim of ownership, exclusivity, or compensation with respect to any such independently developed Thinqpoint output. This Section 10.7 does not authorize Thinqpoint to use Customer Data, Customer’s specific prompts or configurations, or PHI for these purposes.

10.8 External sharing by Customer. Where the Service provides a feature that enables Customer to share an Output outside Customer’s organization (for example, a public link, embed, exportable report, or social-share control) (each, a “Sharing Feature”):

(a) Customer determines whether and with whom to share an Output and is solely responsible for that decision, including ensuring that (i) Customer has the legal right to share the Output (taking into account any third-party data licenses incorporated under Section 10.6), (ii) the shared Output complies with applicable law and Customer’s professional obligations, and (iii) where the Output contains or incorporates PHI, the disclosure is permitted under the BAA and HIPAA.

(b) By using a Sharing Feature, Customer grants Thinqpoint a non-exclusive, royalty-free, worldwide license to host, store, transmit, cache, display, and distribute the shared Output and any associated Customer-supplied content (such as titles, captions, or recipient lists) solely as reasonably necessary to operate the Sharing Feature for Customer and the Output’s recipients.

(c) Thinqpoint will not use externally shared Outputs for marketing, advertising, product development, model training, or public showcase without Customer’s separate prior written consent, except (i) for the operation of the Sharing Feature itself, (ii) where the Output is, by Customer’s choice, publicly accessible and Thinqpoint references the publicly accessible URL in a manner that does not reproduce the Output beyond what is necessary to identify it, and (iii) for aggregated, de-identified usage analytics consistent with Section 7.6.

(d) Customer may revoke or disable a shared Output at any time using the controls provided in the Sharing Feature; Thinqpoint will cease distributing the revoked Output within a commercially reasonable period after revocation, subject to cache propagation and to recipients who have already received or downloaded the Output.

11. Confidentiality

11.1 Definition. “Confidential Information” means non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) that is identified as confidential or that a reasonable person would understand to be confidential. Confidential Information includes Customer Data (as Customer’s Confidential Information) and the Service, prompts, model configurations, security details, non-public pricing, and roadmap information (as Thinqpoint’s Confidential Information).

11.2 Obligations. Recipient will (a) use Confidential Information solely to exercise its rights and perform its obligations under these Terms, (b) protect Confidential Information using at least the same degree of care it uses for its own confidential information of like importance (and in no event less than reasonable care), and (c) not disclose Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know and who are bound by written confidentiality obligations no less protective than this Section 11.

11.3 Exceptions. Confidentiality obligations do not apply to information that (a) was in Recipient’s possession without confidentiality obligation before disclosure, (b) is or becomes publicly known through no fault of Recipient, (c) is rightfully received by Recipient from a third party without confidentiality obligation, or (d) is independently developed by Recipient without use of Discloser’s Confidential Information.

11.4 Compelled disclosure. Recipient may disclose Confidential Information to the extent compelled by law, provided that (where legally permitted) Recipient gives Discloser prompt notice and reasonable cooperation in seeking a protective order.

11.5 Term. The confidentiality obligations in this Section 11 survive termination of these Terms for five (5) years, or, for trade secrets and PHI, for so long as the information qualifies for protection under applicable law.

12. Warranties; Disclaimers

12.1 Service warranties. During the Subscription Term for any Paid Tier, Thinqpoint warrants that:

(a) Performance. The Service will perform materially in accordance with the Documentation, excluding (i) Beta features (Section 3.4), (ii) Free Tier use (Section 9.2), (iii) Outputs (which are governed by Section 12.3), (iv) availability or uptime (which is governed solely by any written SLA between the parties), and (v) issues attributable to Customer Data, Customer’s environment, or Third-Party Models or Subprocessors;

(b) Security program. Thinqpoint will maintain an information security program with administrative, physical, and technical safeguards designed to protect Customer Data, consistent with industry standards and as further described in Thinqpoint’s Trust Center inside the Service (see Section 6.6);

(c) Authority. Thinqpoint has the right and authority to grant the access rights and licenses set out in these Terms; and

(d) No malware. Thinqpoint will use commercially reasonable efforts to ensure that the Service, as delivered by Thinqpoint, is free of viruses, worms, time bombs, or other code intentionally designed to disrupt or damage the Service or Customer’s systems.

12.2 Exclusive remedy for breach of Section 12.1. For any breach of Section 12.1(a), Customer’s sole and exclusive remedy is, at Thinqpoint’s option: (i) commercially reasonable efforts to re-perform, correct, or provide a workaround for the non-conforming aspect of the Service; or (ii) if Thinqpoint is unable to do so within thirty (30) days after Customer’s written notice describing the non-conformity in reasonable detail, termination of the affected Order and a pro-rata refund of any prepaid, unused fees attributable to the non-conforming portion of the Service from the date of notice. Claims under Section 12.1(a) must be submitted within thirty (30) days of Customer’s discovery of the alleged non-conformity.

12.3 AI Outputs are AS-IS. NOTWITHSTANDING SECTION 12.1, AI OUTPUTS ARE PROVIDED “AS IS.” THINQPOINT MAKES NO REPRESENTATION OR WARRANTY THAT OUTPUTS WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, NON-INFRINGING, ERROR-FREE, OR FIT FOR ANY PARTICULAR PURPOSE. Customer is solely responsible for evaluating Outputs and for the human review required by Section 6.4 before relying on any Output.

12.4 No professional-advice warranty. THINQPOINT DOES NOT WARRANT THAT THE SERVICE OR ANY OUTPUT IS SUITABLE FOR USE AS MEDICAL, CLINICAL, LEGAL, FINANCIAL, TAX, OR OTHER PROFESSIONAL ADVICE. Customer is solely responsible for the use it makes of the Service and the Outputs.

12.5 Third-party data and Models. The Service may rely on third-party data sources and third-party AI Models. Thinqpoint makes no warranty regarding the accuracy, completeness, availability, or licensing of any third-party data or Model.

12.6 BAA controls. To the extent of any conflict between this Section 12 and the Business Associate Agreement between the parties (if any), the BAA controls with respect to PHI and the safeguards required under the HIPAA Security Rule.

12.7 Other warranties disclaimed. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 12.1, THE SERVICE AND THE DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THINQPOINT AND ITS LICENSORS AND SUPPLIERS (INCLUDING THE MODEL PROVIDERS) DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

12.8 Free Tier. The warranties in Section 12.1 do not apply to use of the Free Tier; the Free Tier is provided “AS IS” as described in Section 9.2.

12.9 Statutory rights. Some jurisdictions do not allow the exclusion of certain warranties. If those laws apply to Customer, some of the above disclaimers may not apply, and Customer may have additional rights.

13. Limitation of Liability

13.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY (OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, OR LICENSORS, INCLUDING THE MODEL PROVIDERS) BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR DATA, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13.2 Aggregate cap. EXCEPT AS PROVIDED IN SECTION 13.3, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS AND THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, WILL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CUSTOMER TO THINQPOINT UNDER THESE TERMS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. WHERE CUSTOMER HAS PAID NO FEES (INCLUDING FREE TIER USE), THE AGGREGATE CAP IS THE GREATER OF (A) FIVE HUNDRED U.S. DOLLARS (US$500) OR (B) THE AMOUNT OF FEES PAID, IF ANY.

13.3 Carve-outs and super-caps. The exclusions in Section 13.1 and the cap in Section 13.2 are modified as follows:

(a) Customer’s payment obligations under Section 9 are not subject to the cap; (b) Thinqpoint’s indemnification obligations under Section 14.2 are subject to a super-cap of two (2) times the amounts paid or payable by Customer to Thinqpoint under these Terms in the twelve (12) months immediately preceding the Claim, in lieu of the Section 13.2 cap; (c) Customer’s indemnification obligations under Section 14.1 are not subject to the cap; (d) either party’s breach of confidentiality obligations under Section 11 (other than a breach involving PHI, which is governed by Section 13.5) is not subject to the cap; (e) Customer’s violation of the AUP (Section 5) or of Thinqpoint’s intellectual-property rights (Section 10) is not subject to the cap; (f) a party’s fraud or willful misconduct is not subject to the cap; and (g) any liability that cannot lawfully be limited or excluded under applicable law — including, where applicable, statutory damages under Cal. Civ. Code § 1798.150 (CCPA), Cal. Civ. Code § 56.36 (CMIA), and civil-rights or anti-discrimination statutes — is not subject to the cap to the extent the limitation would be unenforceable.

13.4 AI-specific allocation of risk. Customer acknowledges that, because the Service relies on third-party AI Models whose behavior is inherently probabilistic, Thinqpoint disclaims liability for damages arising out of (i) the inaccuracy, bias, or fabrication of any Output, (ii) Customer’s reliance on any Output without the human review required by Section 6.4, or (iii) any decision Customer makes based on an Output, except to the extent such damages result directly from Thinqpoint’s willful misconduct or violation of applicable law (including any civil-rights, anti-discrimination, or consumer-protection statute). The cap in Section 13.2 applies to any such damages that are not otherwise excluded.

13.5 HIPAA / PHI claims. Liability for breaches of the BAA or for unauthorized disclosure of PHI is governed by the BAA, which may set its own caps, carve-outs, and remedies. In the event of any conflict between this Section 13 and the BAA with respect to PHI, the BAA controls; provided that, notwithstanding any BAA-specified cap, Thinqpoint’s liability for PHI claims will not be less than the greater of (i) one million U.S. dollars (US$1,000,000) or (ii) two (2) times the amounts paid or payable by Customer to Thinqpoint under these Terms in the twelve (12) months immediately preceding the event giving rise to the claim.

13.6 Basis of the bargain. The parties acknowledge that the disclaimers and limitations in Sections 12 and 13 are a fundamental basis of the bargain between them and that Thinqpoint would not provide the Service on the agreed economic terms without them.

14. Indemnification

14.1 Indemnification by Customer. Customer will defend, indemnify, and hold harmless Thinqpoint, its Affiliates, and their respective officers, directors, employees, and agents from and against any third-party claim, demand, action, or proceeding (“Claim”), and any resulting losses, damages, settlements, and reasonable attorneys’ fees and costs, to the extent arising from (a) Customer’s or its Authorized Users’ violation of these Terms (including the AUP); (b) Customer’s submission of PHI to the Service without an executed BAA in violation of Section 7.3; (c) Customer’s violation of applicable law or third-party rights (including intellectual-property and privacy rights) in connection with its use of the Service or any Output; (d) any decision made or action taken by Customer or any third party in reliance on an Output; or (e) Customer Data.

14.2 Indemnification by Thinqpoint. Thinqpoint will defend, indemnify, and hold harmless Customer, its Affiliates, and their respective officers, directors, employees, and agents from and against any third-party Claim, and any resulting losses, damages, settlements, and reasonable attorneys’ fees and costs, to the extent alleging that the Service, as provided by Thinqpoint and used by Customer in accordance with these Terms, infringes a U.S. patent, U.S.-registered copyright, or U.S.-registered trademark of a third party.

14.3 Exclusions from Thinqpoint indemnity. Thinqpoint has no obligation under Section 14.2 to the extent a Claim arises out of (a) Customer Data; (b) any Output, or the content of any Output, including Output as combined with Customer’s or a third party’s use, content, instructions, prompts, or configurations; (c) modifications of the Service not made by or authorized by Thinqpoint; (d) use of the Service in combination with products, data, or services not provided by Thinqpoint where the Claim would not have arisen but for the combination; (e) use of the Service after Thinqpoint has notified Customer to discontinue use; (f) use of a third-party Model in a manner that violates the Model Provider’s terms; or (g) Customer’s breach of these Terms.

14.4 Remedies. If the Service becomes, or in Thinqpoint’s reasonable opinion is likely to become, the subject of an infringement Claim, Thinqpoint may, at its option and expense: (i) procure for Customer the right to continue using the Service; (ii) modify or replace the Service so that it is non-infringing while substantially preserving functionality; or (iii) terminate the affected portion of the Service and refund any pre-paid, unused fees attributable to that portion. Sections 14.2–14.4 state Thinqpoint’s sole obligation and Customer’s exclusive remedy for third-party infringement Claims.

14.5 Procedure. The indemnified party must (a) promptly notify the indemnifying party of the Claim (delay does not relieve the indemnifying party except to the extent it is prejudiced); (b) grant the indemnifying party sole control of the defense and settlement of the Claim (provided that no settlement requiring an admission or payment by the indemnified party may be entered into without the indemnified party’s written consent, not unreasonably withheld); and (c) cooperate, at the indemnifying party’s expense, in the defense.

15. Term, Termination, and Data Export

15.1 Term. These Terms apply from the date Customer first accepts them and continue until terminated as set out in this Section 15 or in an applicable Order Form.

15.2 Termination for convenience.

• Free Tier. Either party may terminate Free Tier use at any time, for any reason, by closing the account or providing notice.
• Paid Tier. Customer may cancel a Paid Tier subscription effective at the end of the then-current subscription term, in accordance with Section 9.5. Customer is not entitled to a refund of fees already paid except as expressly stated in these Terms or required by law.

15.3 Termination for cause. Either party may terminate these Terms (and any related Order Form) by written notice if the other party (a) materially breaches these Terms and fails to cure the breach within thirty (30) days after written notice (ten (10) days in the case of non-payment), or (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of bankruptcy proceedings not dismissed within sixty (60) days. Thinqpoint may also terminate immediately for AUP violations that, in Thinqpoint’s reasonable judgment, pose a security, legal, or reputational risk.

15.4 Effect of termination. Upon termination or expiration: (a) Customer’s right to access and use the Service ceases; (b) Customer must pay all undisputed fees accrued through the effective date of termination; (c) each party will return or destroy the other party’s Confidential Information, subject to reasonable backup retention and legal-hold obligations; and (d) Sections that by their nature should survive (including Sections 2, 7.4, 7.5, 10, 11, 12, 13, 14, 17, 18, 20, and 21) survive.

15.5 Customer Data export at termination (Paid Tier only). Within thirty (30) days after termination or expiration of a Paid Tier subscription, Customer may submit a written request to Thinqpoint for an export of Customer Data (a “Standard Export”). Thinqpoint will produce the Standard Export within sixty (60) days after receiving the request, in Thinqpoint’s then-current standard export format as described in the Documentation. The Standard Export is provided at no additional charge, contingent on Customer’s payment of all undisputed fees accrued through the effective date of termination. Custom formats, schema transformations, migration assistance, target-system loads, expedited turnaround, additional Standard Exports beyond the first, or any other export work beyond the Standard Export are not included and may be performed only under a separate professional-services engagement at Thinqpoint’s then-current rates. If Customer does not submit a written request within the thirty (30)-day request window, Thinqpoint’s obligations under this Section 15.5 end. Free Tier users are not entitled to a Standard Export under this Section 15.5; Free Tier Customer Data may be retrieved only through any in-product features Thinqpoint makes available during the Free Tier period of use. After the end of the request and production windows described above, Thinqpoint may delete Customer Data, subject to its retention obligations and rights under applicable law and Section 7.5.

15.6 PHI export under the BAA. Where Customer is a Covered Entity and Thinqpoint is acting as a Business Associate, the return or destruction of PHI at termination is governed by the BAA and 45 CFR § 164.504(e)(2)(ii)(J). The BAA controls the format, timing, and cost of PHI return, and Thinqpoint will not condition the return of PHI on payment of any disputed or undisputed amount.

15.7 No re-registration after termination for cause. Customer agrees that, if Thinqpoint terminates Customer’s account for cause, Customer will not create or attempt to create a new account, whether under the same or a different name, without Thinqpoint’s prior written consent.

16. Modifications to the Service and to These Terms

16.1 Modifications to the Service. Thinqpoint may modify, enhance, or discontinue features of the Service at any time. For paid features, Thinqpoint will use commercially reasonable efforts to avoid materially adverse changes during a paid term and to provide reasonable advance notice of any material change.

16.2 Modifications to these Terms. Thinqpoint may amend these Terms from time to time. For non-material changes (such as clarifications, formatting changes, or updates that do not adversely affect Customer in any material respect), Thinqpoint will post a revised version with a new effective date and provide notice by email to the account contact or by in-product banner; continued use after the effective date constitutes acceptance of the non-material change.

16.3 Material changes. For any change to these Terms that is reasonably expected to materially and adversely affect Customer (including, without limitation, a material reduction in Thinqpoint’s obligations, a material change in fees other than as already permitted under Section 9.6, a material change in data-handling commitments, or a material change in the limitations of liability or warranty), Thinqpoint will give Customer at least sixty (60) days’ advance notice by email to the account’s billing or administrative contact and by in-app notice.

16.4 Right to terminate for materially adverse changes. If Customer does not agree to a material change notified under Section 16.3, Customer may terminate the affected subscription by giving written notice to Thinqpoint before the change takes effect (or within thirty (30) days after the change takes effect if the change was not reasonably discoverable until use). Upon such termination, Thinqpoint will refund any pre-paid fees for the unused portion of the then-current subscription term applicable to the affected Paid Tier. This Section 16.4 states Customer’s exclusive remedy for material-and-adverse changes notified under Section 16.3.

17. Governing Law; Disputes; Class-Action Waiver

17.1 Governing law. These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of California, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17.2 Informal resolution. Before initiating any formal proceeding, the parties will attempt in good faith to resolve any dispute through informal discussion. A party initiating the process must give written notice describing the dispute and the relief sought; the parties will then have thirty (30) days to attempt resolution.

17.3 Venue. Subject to Section 17.6 (Consumer Users), the parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Orange County, California for any dispute arising out of or relating to these Terms, the Service, or the relationship between the parties, and waive any objection to venue or forum non conveniens in such courts.

17.4 Class-action and jury waiver. EACH PARTY AGREES THAT ANY DISPUTE WILL BE BROUGHT IN AN INDIVIDUAL CAPACITY ONLY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. IN ANY ACTION BROUGHT IN A UNITED STATES FEDERAL COURT, THE PARTIES WAIVE THE RIGHT TO A JURY TRIAL TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. Nothing in this Section 17.4 prevents a party from seeking public-injunctive relief to the extent the waiver of such relief would be unenforceable under applicable law (see McGill v. Citibank, N.A., 393 P.3d 85 (Cal. 2017)).

17.5 Time bar. Except for (a) claims under Section 9 (fees and billing); (b) claims under Section 14 (indemnification); (c) claims for actual or threatened infringement or misappropriation of intellectual-property rights; (d) claims for breach of Section 11 (confidentiality); (e) claims based on fraud or willful misconduct; (f) any claim asserting a non-waivable statutory consumer right (including, where applicable, under Cal. Civ. Code §§ 1798.150 (CCPA) or 56.36 (CMIA)); and (g) for Customers acting in an individual (non-organizational) capacity, claims to which the applicable statutory limitations period applies as provided in Section 17.6 — any claim arising out of or relating to these Terms must be filed within one (1) year after the cause of action accrues; otherwise it is permanently barred. Claims arising under or governed by the parties’ Business Associate Agreement are subject to the limitations period set out in the BAA.

17.6 Consumer Users. Where Customer is a natural person using the Service in an individual (non-organizational) capacity (a “Consumer User”), the following modifications apply to that Consumer User’s account in lieu of the corresponding provisions:

(a) Liability floor (Section 13.2). For a Consumer User on the Free Tier, the aggregate cap will not be less than five hundred U.S. dollars (US$500); the non-waivable-rights carve-out in Section 13.3(g) applies in full.

(b) AI-allocation carve-back (Section 13.4). Section 13.4 does not limit Thinqpoint’s liability for damages resulting from Thinqpoint’s violation of applicable law (including any civil-rights, anti-discrimination, or consumer-protection statute) as applied to a Consumer User.

(c) Customer indemnification (Section 14.1). A Consumer User’s indemnification obligations under Section 14.1 are capped at the greater of one hundred U.S. dollars (US$100) or the amount of fees paid by the Consumer User to Thinqpoint in the twelve (12) months immediately preceding the Claim, and Section 14.1(d) (decision-reliance) does not apply to Consumer Users.

(d) Small-claims venue (Section 17.3). A Consumer User may bring an individual action in the small-claims court of the Consumer User’s home jurisdiction in lieu of Orange County, California.

(e) Limitations period (Section 17.5). The applicable statutory limitations period under the law of the Consumer User’s home jurisdiction applies in lieu of the one (1)-year bar in Section 17.5 for any claim by the Consumer User.

18. Order of Precedence

If there is any conflict or inconsistency between or among the documents governing the parties’ relationship, the documents control in the following order of precedence (highest to lowest):

1. The BAA, with respect to PHI and HIPAA-regulated matters;
2. Any Data Processing Addendum (DPA), with respect to processing of personal data subject to applicable data-protection law;
3. Any executed Master Services Agreement (MSA) or Order Form between the parties, with respect to the subject matter expressly addressed therein;
4. These Terms of Use; and
5. The Documentation and any other policies referenced in these Terms.

A document lower in this order controls only to the extent that no higher document addresses the specific subject in conflict.

19. DMCA / Copyright Complaints

Thinqpoint respects the intellectual-property rights of others and responds to notices of alleged copyright infringement under the Digital Millennium Copyright Act, 17 U.S.C. § 512.

Designated Agent for Notification:

Copyright Agent - THINQPOINT LLC
3943 Irvine Blvd., Unit 2101
Irvine, CA 92602

Email: dmca@thinqpoint.com
Telephone: (949) 316-0888

A notification must comply with 17 U.S.C. § 512(c)(3) and include:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of the allegedly infringed exclusive right;
2. Identification of the copyrighted work claimed to have been infringed (or a representative list);
3. Identification of the allegedly infringing material and information sufficient to permit Thinqpoint to locate it;
4. Contact information for the complaining party (address, telephone, and, if available, email);
5. A statement that the complaining party has a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; and
6. A statement, under penalty of perjury, that the information in the notification is accurate and that the complaining party is authorized to act on behalf of the rights holder.

Thinqpoint’s designated agent is also registered with the U.S. Copyright Office’s Designated Agent Directory, as required by 17 U.S.C. § 512(c)(2) and 37 C.F.R. § 201.38.

Thinqpoint may, in appropriate circumstances and in its discretion, terminate the accounts of users who are determined to be repeat infringers.

20. Miscellaneous

20.1 Entire agreement. These Terms, together with the documents referenced in Section 18 (where executed), constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous understandings or agreements regarding its subject matter.

20.2 Severability. If any provision of these Terms is held unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.

20.3 No waiver. A party’s failure to enforce a provision is not a waiver of that or any other provision.

20.4 Assignment. Neither party may assign these Terms or any rights or obligations under them, by operation of law or otherwise, without the other party’s prior written consent, except that either party may assign these Terms, on notice and without consent, to a successor in interest in a merger, acquisition, reorganization, or sale of substantially all assets relating to the subject matter of these Terms, provided the successor assumes the assigning party’s obligations in writing. Any prohibited assignment is void.

20.5 No third-party beneficiaries. Except as expressly stated (for example, for Affiliates as indemnified parties), there are no third-party beneficiaries to these Terms.

20.6 Force majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil disturbance, labor disputes, internet or telecommunications failures, governmental action, epidemic or pandemic, or failure of a Model Provider or other essential supplier.

20.7 Notices. Notices to Thinqpoint must be sent in writing to THINQPOINT LLC, 3943 Irvine Blvd., Unit 2101, Irvine, CA 92602, with a copy to legal@thinqpoint.com. Notices to Customer may be sent to the email address associated with the account or, if applicable, the notice address in an Order Form. Notices are effective upon receipt (or three business days after deposit with a nationally recognized overnight courier).

20.8 Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship.

20.9 Government users. If Customer is a U.S. government entity, the Service is “commercial computer software” and “commercial computer software documentation” as those terms are defined in FAR 12.212 and DFARS 227.7202, licensed with only those rights set out in these Terms.

20.10 Export. Customer may not use or export the Service in violation of U.S. export laws or sanctions.

20.11 Counterparts; electronic acceptance. These Terms may be accepted electronically and constitute a valid, binding agreement to the same extent as a signed paper original.

20.12 Construction. Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.” References to “days” mean calendar days unless otherwise stated.

21. Contact

THINQPOINT LLC
3943 Irvine Blvd., Unit 2101
Irvine, CA 92602

Telephone: (949) 316-0888
General: hello@thinqpoint.com
Legal notices: legal@thinqpoint.com
Privacy: privacy@thinqpoint.com
DMCA Agent: dmca@thinqpoint.com