Terms of Service

About these Terms of Service

These Terms of Service (the "ToS") govern the provision and use of Needletail Inc.'s AI-powered, human-verified dental insurance eligibility verification and related revenue cycle management services (the "Services"). They are incorporated by reference into every Service Contract (order form) executed between Needletail Inc. ("Needletail," "we," or "us") and a customer ("Customer," "you," or "your"). Together with the Service Contract, the Business Associate Agreement (where applicable), and the Privacy Policy, this ToS forms the binding agreement between the parties for use of the Services.

Where the Service Contract and this ToS conflict, the Service Contract controls. Where this ToS and the BAA conflict with respect to PHI, the BAA controls.

Use of the needletailai.com public website is separately governed by our Terms of Use.

1. Definitions

As used in this ToS, the following terms have the meanings given below:

• Services means Needletail's AI-powered, human-verified dental insurance eligibility verification and related revenue cycle management services, as described in Section 2 and as further specified in the Service Contract.
• Service Contract or Order Form means the written agreement (including any order form, statement of work, or similar document) executed between Needletail and Customer that sets out the specific scope, volume, fees, and other commercial terms applicable to Customer's use of the Services.
• Effective Date means the date the Service Contract is executed by both parties.
• Go-Live Date means the date on which Needletail first begins processing production appointments for Customer following implementation.
• Billing Start Date means the thirty-first (31st) day following the Effective Date, on which fees begin to accrue, unless a different date is specified in the Service Contract.
• Free Trial Period means the complimentary thirty (30)-day implementation and trial period commencing on the Effective Date, as described in Sections 8 and 9, unless a different period is specified in the Service Contract.
• Customer Data means all data, information, and content submitted to or processed by the Services by or on behalf of Customer, including patient records, appointment data, and insurance information.
• Authorized Users means Customer's employees, contractors, and agents who are authorized by Customer to access and use the Services on Customer's behalf.
• Practice Management System (PMS) means the dental practice management software used by Customer to manage patient appointments, records, and billing.
• Verification means the process by which Needletail confirms a patient's active dental insurance coverage and benefits using AI-powered portal extraction, voice agent calls, and human quality assurance review.
• Write-Back means the process by which Needletail writes verified eligibility and benefits data back into Customer's PMS, as described in Section 4.
• PHI means Protected Health Information as defined under HIPAA.
• HIPAA means the Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations.
• BAA means the Business Associate Agreement executed between Needletail and Customer together with the Service Contract, the standard form of which is available at needletailai.com/trust-center/baa.
• Confidential Information means any non-public information disclosed by one party to the other in connection with the Services that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including Customer Data, Needletail's technology and pricing, and the terms of the Service Contract.

2. The Services

Subject to the terms of this ToS and the Service Contract, Needletail will provide the following services:

• AI-driven extraction of patient insurance data from payer portals and carrier phone calls, combining automated agents with human quality assurance review.
• Human-in-the-loop quality review for exceptions, flagged cases, and data integrity, as further described in Section 11.
• Automatic Write-Back of verified eligibility data into Customer's PMS, within the scope set out in Section 4, for applicable service tiers.
• Reporting dashboard and audit trail, activated after the initial implementation and ramp-up period as specified in the Service Contract.
• Optional add-on capabilities (Advanced Write-Back, urgent same-day verification, customized fee schedule updates) where elected on the Service Contract.

3. Service tiers

Needletail offers three service tiers. The specific tier, capabilities, and rates applicable to Customer are defined in the Service Contract:

• Basic means Verification only, with no Write-Back into the PMS.
• Premium means full Write-Back of standard eligibility fields into the PMS, as described in Section 4.
• Advanced means all Premium capabilities plus Advanced Write-Back: an AI-generated summary note added to the appointment notes, insurance selection from notes, and payment schedule fill-in.

4. Scope of Write-Back

For Premium and Advanced tiers, Needletail writes the following verified data back to Customer's PMS, subject to PMS capability and the integration scope defined in the Service Contract:

1. Basic Insurance Plan Details (Group Number, Subscriber, Plan Type, and related fields)
2. Insurance Details (Waiting Period, Effective and Termination Dates)
3. General Coverage (Maximums and Remaining Balances)
4. Ortho Coverage (Maximums and Remaining Balances)
5. Additional Coverage at Code Level
6. Verification Details added to Plan Information
7. PDF "IV Form" with the full eligibility data added to the patient's document record
8. A summary note added to the patient memo

For the Advanced tier, additionally: a summary note added to appointment notes, insurance selection from notes, and payment schedule fill-in.

5. Write-Back limitations

• Write-Back occurs only at the end of the verification pipeline. Needletail does not perform partial mid-process writes.
• Exclusions, Limitations, Frequency Limitations, and Alternative Benefits are captured in the PDF "IV Form" and the patient memo note only; they are not written into native PMS coverage templates. Customer is responsible for any downstream use of these fields.
• The system that writes data into the PMS uses controlled, vendor-published APIs and does not include autonomous AI write actions. Write-Back fidelity depends on PMS API availability and stability.
• Where a verification cannot be completed because insurance data is unavailable or patient data is materially incomplete or inaccurate, Needletail will return the case to Customer with a status indicator in lieu of Write-Back.

6. Verification methodology

• First-time patient in a calendar year: full verification.
• Repeat patient with the same plan in the same calendar year: partial verification. Plan-level data is retained from the prior verification and patient-level data (Maximums, Remaining Balances, history) is refreshed.
• Active check / Quick check cadences for high-frequency repeat visits (for example, within fifteen (15) days, or within the same calendar month) may be elected in the Service Contract in lieu of full or partial verification.
• Customer may, at any time, request an override to full verification for a given patient or appointment.
• Specific cadences, including thresholds for partial versus active check, are configurable per Customer and set out in the Service Contract.

7. Service levels

• Future-day appointments, standard turnaround: the next five (5) business days of appointments are cleared in Customer's PMS at all times.
• Same-day / urgent verifications: where elected on the Service Contract, within four (4) business hours of request. Urgent verifications may carry an additional per-verification fee as set out in the Service Contract.
• Portal-derived verifications typically complete within five (5) to ten (10) minutes of initiation; phone-derived verifications fall under the standard turnaround commitment due to payer call wait times.
• Service Level obligations are contingent on Customer fulfilling its responsibilities under Section 10 (access, credentials, data accuracy, single point of contact). Delays attributable to Customer or to third parties (PMS vendors, clearinghouses, payers, telecommunications providers) do not constitute a breach by Needletail.
• Service credits, if any, are governed solely by the Service Contract. This ToS does not establish service credit entitlements absent an express provision in the Service Contract.

8. Implementation and Free Trial

• Needletail provides a complimentary thirty (30)-day implementation and trial period (the Free Trial Period) commencing on the Effective Date.
• During the Free Trial Period, Needletail completes system configuration, payer automation setup, PMS integration, AI training and testing, and initial verification runs, at no cost to Customer.
• At the end of the Free Trial Period, Customer confirms in writing whether to proceed. If Customer elects to proceed, billing commences on the Billing Start Date (the thirty-first (31st) day following the Effective Date, unless otherwise specified in the Service Contract). If Customer elects not to proceed, the Service Contract terminates with no further obligation.
• Implementation is included at no additional cost for the initial deployment. Additional implementation fees apply for reschedules or for additional locations added after Go-Live, as set out in the Service Contract.

9. Billing framework

All fees, rates, volume tiers, and monthly minimums are set out in the Service Contract. No dollar amounts are published in this ToS; refer to the Service Contract for all pricing.

• The first thirty (30) days from the Effective Date are provided at no charge (the Free Trial Period). No fees are due during the Free Trial Period.
• The Total Monthly Minimum Commitment, where applicable, is billed starting on the Billing Start Date regardless of actual usage.
• Within fifteen (15) days after the end of each calendar month, Needletail invoices Customer for the immediately preceding calendar month based on actual usage of each Service item.
• Overage fees, if any, are invoiced separately based on actual verification counts in excess of the Monthly Minimum Commitment.
• Urgent (same-day) verifications are billed at the per-verification surcharge set out in the Service Contract.
• Undisputed invoices are due net thirty (30) days. Past-due amounts may accrue interest at the lower of one and one-half percent (1.5%) per month or the maximum rate permitted by law. Customer must notify Needletail in writing of any good-faith dispute within fifteen (15) days of the invoice date.

10. Customer responsibilities

To enable Needletail to deliver the Services within the agreed timelines, Customer shall:

• Provide timely and secure access to PMS systems, payer portals, clearinghouses, and any required credentials within five (5) business days of the Effective Date.
• Ensure timely creation of appointments with accurate patient and insurance data in the PMS.
• Assign a single point of contact for coordination, operational issues, and escalation during implementation and ongoing service delivery.
• Notify Needletail promptly of any changes to payer credentials, access methods, or system configurations that may affect the Services.
• Execute and maintain a BAA with Needletail where Customer is a Covered Entity or Business Associate under HIPAA.
• Comply with applicable laws and professional standards in the use of the Services.
• Make all clinical, treatment, billing, and coverage decisions. The Services are operational tools; outputs are informational and do not constitute clinical, medical, legal, billing, or insurance coverage advice.

Use restrictions. Customer and its Authorized Users shall not, and shall not permit any third party to:

• copy, modify, reverse engineer, decompile, disassemble, translate, or attempt to derive the source code, models, weights, prompts, system architecture, or underlying ideas of the Services, except to the limited extent applicable law permits this restriction to be overridden;
• use the Services or any output of the Services to develop, train, fine-tune, evaluate, or improve any competing product or service, including any other dental insurance eligibility verification or revenue cycle automation product;
• scrape, harvest, or otherwise extract data from the Services other than data Customer is authorized to access, or use automated means to interact with the Services beyond the integrations and access patterns expressly enabled by Needletail;
• publish, disclose, or share benchmark, performance, or accuracy results relating to the Services without Needletail's prior written consent;
• resell, sublicense, lease, rent, distribute, time-share, or otherwise provide access to the Services to any third party except as expressly permitted in the Service Contract;
• remove, obscure, or alter any copyright, trademark, patent, or other proprietary notice contained in or on the Services or any output thereof;
• use the Services in any manner that violates applicable law, infringes the rights of any third party, interferes with the integrity or performance of the Services, or attempts to gain unauthorized access to the Services or related systems; or
• submit to the Services any malicious code, viruses, or other harmful content, or any data that Customer does not have the right to provide.

Timeline accountability: Needletail's ability to meet implementation timelines and ongoing Service Levels is contingent upon Customer's timely fulfillment of these responsibilities. Any delays caused by Customer or by Customer's vendors do not constitute a breach by Needletail and may result in corresponding adjustments to Go-Live dates and Service Level commitments.

11. Accuracy and human-in-the-loop QA

• The Services combine automated AI extraction with human quality assurance review of exceptions, flagged cases, and data integrity. The combined design is intended to deliver high accuracy across both automated and human-verified pathways.
• Where eligibility data is materially unavailable from payer systems, or where patient data submitted by Customer is incomplete or inaccurate, Needletail will return the case to Customer with a status indicator rather than guessing or fabricating data.
• Needletail does not guarantee insurance coverage approval, claim payment, claim outcomes, or any specific reimbursement. All payer decisions remain solely within the payer's control.

12. Confidentiality

Each party shall protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information (and in any event no less than a reasonable degree of care), shall use Confidential Information solely to perform under this ToS and the Service Contract, and shall not disclose Confidential Information except to personnel and contractors bound by confidentiality obligations at least as protective as those in this ToS.

Standard exclusions apply. These obligations do not apply to information that:

• is or becomes publicly available through no breach by the receiving party;
• was rightfully known to the receiving party prior to disclosure;
• is independently developed by the receiving party without use of the disclosing party's Confidential Information; or
• is required to be disclosed by law, regulation, or court order, subject to reasonable prior written notice to the disclosing party where permitted by law.

Survival. The obligations in this Section 12 survive for five (5) years after the later of (i) termination or expiration of the Service Contract and (ii) the date the Confidential Information was last disclosed, except that obligations with respect to trade secrets and PHI survive for so long as such information remains a trade secret under applicable law or, in the case of PHI, as required by the BAA and HIPAA.

13. Data ownership and license

• As between the parties, Customer retains ownership of Customer Data, including practice information and patient and insurance data submitted to or processed by the Services.
• Needletail retains ownership of the Services, AI models, software, workflows, documentation, and all related intellectual property, including any improvements and derivative works.
• Customer grants Needletail a non-exclusive, worldwide, royalty-free license to use, host, process, transmit, and display Customer Data, including PHI subject to the BAA, solely as necessary to provide the Services and as otherwise permitted by the Service Contract and applicable law.
• To the extent permitted by law and the BAA, Needletail may use de-identified and aggregated data derived from Services use for analytics, product improvement, and benchmarking, provided such data does not identify Customer, its Authorized Users, or its patients.

14. HIPAA, PHI, and the BAA

• The Business Associate Agreement available at needletailai.com/trust-center/baa is incorporated by reference into this ToS for any Customer that is a Covered Entity or Business Associate under HIPAA and that processes PHI through the Services.
• If there is any conflict between this ToS and the BAA with respect to the handling of PHI, the BAA controls.
• Customer may direct Needletail in writing to share PHI among different Covered Entities, each of which shall have executed and delivered to Needletail a consent certificate (Exhibit A to the Service Contract or equivalent).
• PHI must not be transmitted through public Website forms, marketing channels, or other non-designated channels.

15. Intellectual property, trademarks, and feedback

Ownership of the Services. All Services, including software, AI models, methodologies, prompts, workflows, training data (excluding Customer Data), integrations, dashboards, reports, and documentation, and all improvements, enhancements, and derivative works thereof, are and remain the exclusive property of Needletail and its licensors. No license is granted to Customer except as expressly set forth in this ToS and the Service Contract. All rights not expressly granted are reserved by Needletail.

Trademarks and brand. "Needletail," "Needletail AI," the Needletail logo, the Needletail wordmark, and any related names, product names, taglines, designs, and trade dress (collectively, the "Needletail Marks") are trademarks or service marks of Needletail Inc., whether registered or unregistered. All goodwill in the Needletail Marks inures solely to the benefit of Needletail Inc. Customer is granted no license, express or implied, to the Needletail Marks under this ToS. Customer may identify itself as a customer of Needletail and refer to Needletail and the Services factually and accurately, but shall not, without Needletail's prior written consent: (a) use any Needletail Mark in Customer's product names, company names, domain names, social media handles, advertising, app names, or merchandise; (b) register any trademark, domain name, or social media identifier that is identical or confusingly similar to any Needletail Mark; (c) use any Needletail Mark in a manner that suggests sponsorship, endorsement, partnership, or certification by Needletail where none exists; or (d) alter, distort, recolor, or otherwise modify any Needletail logo or wordmark. Needletail may publish Customer's name and logo in customer lists, case studies, and marketing materials, subject to any restrictions agreed in the Service Contract.

Feedback. If Customer or any Authorized User provides Needletail with feedback, comments, suggestions, ideas, or other information regarding the Services, Customer acknowledges that Needletail may use such feedback without restriction and without any obligation to Customer, and Customer hereby grants Needletail a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, reproduce, modify, and exploit such feedback for any lawful purpose, including the improvement of the Services.

16. Warranties; disclaimers

Needletail warrants that it will perform the Services in a professional and workmanlike manner consistent with generally accepted industry practices for AI-augmented dental revenue cycle services, and in material compliance with the HIPAA Security Rule as further specified in the BAA.

EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION 16 AND IN THE SERVICE CONTRACT, THE SERVICES, INCLUDING ANY TRIAL OR BETA FEATURES, ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

The Services do not constitute clinical, medical, legal, billing, or insurance coverage advice. Needletail does not guarantee any specific claim payment, coverage approval, reimbursement outcome, or payer behavior.

17. Limitation of liability

Consequential damages waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND SUBJECT TO THE EXCLUSIONS BELOW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS ToS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Aggregate cap. SUBJECT TO THE EXCLUSIONS BELOW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES AND THIS ToS SHALL NOT EXCEED THE GREATER OF (A) THE FEES PAID OR PAYABLE BY CUSTOMER TO NEEDLETAIL UNDER THE SERVICE CONTRACT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

Exclusions. THE CONSEQUENTIAL DAMAGES WAIVER AND THE AGGREGATE CAP DO NOT APPLY TO: (i) CUSTOMER'S PAYMENT OBLIGATIONS (INCLUDING INTEREST AND REASONABLE COLLECTION COSTS); (ii) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 18; (iii) BREACHES OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 12; (iv) VIOLATIONS OF HIPAA OR OF THE BAA; (v) EITHER PARTY'S FRAUD OR WILLFUL MISCONDUCT; AND (vi) CUSTOMER'S BREACH OF THE USE RESTRICTIONS IN SECTION 10 OR THE INTELLECTUAL PROPERTY PROVISIONS OF SECTION 15.

Enhanced cap for excluded claims. NOTWITHSTANDING THE FOREGOING EXCLUSIONS, NEEDLETAIL'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING UNDER ITEMS (ii), (iii), AND (iv) ABOVE, INCLUDING CLAIMS RELATING TO A BREACH OF THE SECURITY OR CONFIDENTIALITY OF CUSTOMER DATA OR PHI, SHALL NOT EXCEED THE GREATER OF (A) THREE (3) TIMES THE AGGREGATE CAP DESCRIBED ABOVE, OR (B) THE AMOUNTS ACTUALLY PAID OR PAYABLE ON NEEDLETAIL'S BEHALF UNDER THE INSURANCE COVERAGE DESCRIBED IN SECTION 21 WITH RESPECT TO SUCH CLAIMS. THIS ENHANCED CAP DOES NOT APPLY TO NEEDLETAIL'S FRAUD OR WILLFUL MISCONDUCT.

Some jurisdictions do not permit certain of the foregoing limitations; in such jurisdictions, liability is limited to the maximum extent permitted by law. Nothing in this Section 17 limits either party's liability for personal injury, death, or fraud to the extent such liability cannot be excluded under applicable law.

18. Indemnification

By Customer. Customer shall defend, indemnify, and hold harmless Needletail and its affiliates, officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer Data or any instructions provided by Customer or its Authorized Users; (b) Customer's or its Authorized Users' violation of this ToS, the Service Contract, the BAA, or applicable law; (c) Customer's clinical, treatment, billing, or coverage decisions; or (d) any claim that Customer Data infringes or misappropriates the intellectual property or other rights of a third party.

By Needletail. Needletail shall defend, indemnify, and hold harmless Customer from and against any third-party claim that the Services, as provided by Needletail and used by Customer in accordance with this ToS and the Service Contract, infringe a U.S. patent, copyright, trademark, or trade secret of such third party. This obligation does not apply to claims arising from Customer Data, Customer's modifications, or use of the Services in combination with non-Needletail products not provided or recommended by Needletail.

Procedure. The indemnified party shall promptly notify the indemnifying party of any claim, provide reasonable assistance (at the indemnifying party's expense), and grant the indemnifying party sole control of the defense and settlement, provided that (a) no settlement imposing a non-monetary obligation, an admission of fault, or a payment obligation on the indemnified party may be entered without its prior written consent, not to be unreasonably withheld; and (b) the indemnified party may, at its own expense, participate in the defense and select its own counsel for that purpose. Failure to notify promptly does not relieve the indemnifying party of its obligations except to the extent it is materially prejudiced by the delay.

19. Term and termination

This ToS is effective from the Effective Date of the applicable Service Contract and remains in effect for so long as the Service Contract remains in effect.

Initial term and renewal. Unless otherwise stated in the Service Contract, the initial term is one (1) year from the Billing Start Date, and the Service Contract automatically renews for successive one (1)-year terms unless either party provides at least thirty (30) days' written notice of non-renewal prior to the end of the then-current term.

Termination during the Free Trial Period. Either party may terminate at any time during the Free Trial Period with no further obligation.

Termination for convenience. After the Billing Start Date, Customer may terminate for convenience upon thirty (30) days' written notice, and billing for fees will end upon expiration of such thirty (30)-day period, provided Customer shall stop using all affected Service items upon expiration.

Termination for cause. Either party may terminate for the other party's material breach if such breach remains uncured thirty (30) days after written notice describing the breach in reasonable detail. Either party may terminate immediately on written notice for the other party's insolvency, fraud, illegal use of the Services, or material security breach.

Notice of termination. Customer should send termination and non-renewal notices to support@needletailai.com (with a copy to the contact specified in the Service Contract, if any). Needletail shall send notices to the Customer contact specified in the Service Contract.

Effect of termination. Upon termination, all licenses granted under this ToS cease (except those that by their nature survive). Sections governing definitions, IP, confidentiality, data ownership, warranties and disclaimers, limitation of liability, indemnification, post-termination data handling under the BAA, governing law, and miscellaneous shall survive.

Customer Data on termination. For a period of thirty (30) days following the effective date of termination or expiration, Needletail will, upon Customer's written request, make Customer Data (excluding PHI, which is handled under the BAA) available for export in a commonly used machine-readable format or via a mutually agreed mechanism. Following such thirty (30)-day period, Needletail may delete or de-identify Customer Data (other than PHI, which is handled under the BAA), except where retention is required by applicable law or for routine archival or back-up purposes maintained in the ordinary course of business and subject to continuing confidentiality obligations. Handling of PHI on termination is governed exclusively by the BAA.

20. Suspension of Services

Needletail may suspend the Services (in whole or in part) immediately upon notice (which may be retroactive in case of emergency) where Needletail reasonably determines: (a) Customer has materially breached this ToS or the Service Contract; (b) Customer's use poses a security, integrity, or availability risk to Needletail or to other customers; (c) Customer's account is past due beyond the applicable cure period; or (d) suspension is required by law, regulator, or court order. Needletail will use commercially reasonable efforts to limit suspension to the minimum scope and duration necessary.

21. Insurance

Throughout the term of the Service Contract, Needletail shall maintain commercially reasonable insurance coverage, including general liability, technology errors and omissions / professional liability, and cyber liability, with limits appropriate to the scale and nature of the Services.

22. Force majeure

Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, government action, fire, flood, epidemic or pandemic, internet or telecommunication outages, or failures of third-party PMS vendors, clearinghouses, or payers. The affected party shall use commercially reasonable efforts to mitigate the impact and to resume performance promptly.

23. Governing law; venue; dispute resolution

This ToS and any dispute arising out of or relating to it or the Services are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles, and by applicable U.S. federal law.

The parties shall first attempt to resolve any dispute through good-faith negotiation between senior executives for a period of sixty (60) days from written notice of the dispute, before initiating litigation, except for emergency injunctive relief.

Subject to the foregoing, the exclusive jurisdiction and venue for any action or proceeding arising out of or relating to this ToS or the Services shall be the state and federal courts located in the State of Delaware, and the parties consent to the personal jurisdiction of such courts. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

Waiver of jury trial. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS ToS, THE SERVICE CONTRACT, OR THE SERVICES.

Equitable relief. Notwithstanding the foregoing, either party may seek emergency injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property, Confidential Information, or other proprietary rights without first complying with the informal resolution period described above.

Limitation period. No claim arising out of or relating to this ToS or the Services may be brought by either party more than two (2) years after the cause of action arose, except for claims relating to non-payment, intellectual property infringement, breach of confidentiality, or violations of HIPAA, which shall be subject to the applicable statutory limitation periods.

24. Export control and sanctions

The Services may be subject to United States and other export control and sanctions laws. Customer represents that neither it nor its Authorized Users are located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions, and are not identified on any U.S. government restricted-party list. Customer shall not use the Services in violation of any applicable export control or sanctions law.

25. Assignment

Customer may not assign or transfer this ToS or the Service Contract, by operation of law or otherwise, without Needletail's prior written consent. Needletail may assign in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section is void.

26. Order of precedence; entire agreement

In the event of any conflict among the documents that together constitute the agreement between the parties, the following order of precedence applies: (i) the Service Contract (Order Form), (ii) the BAA (where applicable, with respect to PHI), (iii) this ToS, (iv) the Privacy Policy.

This ToS, together with the Service Contract, the BAA (where applicable), and the Privacy Policy, constitutes the entire agreement between the parties with respect to the Services and supersedes all prior or contemporaneous understandings or agreements on that subject. No purchase order or other Customer ordering document shall modify this ToS, and any pre-printed terms in such documents are expressly rejected.

27. Changes to these Terms of Service

Needletail may update this ToS from time to time. The current version is always available at this URL with a "Last updated" date and a Version history below. For Customers with an active Service Contract, material adverse changes to this ToS shall not apply to the then-current term and shall instead take effect at the next renewal, except where required by law, regulator, court order, or to address a security or compliance risk. Continued use of the Services after an update's effective date constitutes acceptance of the updated ToS.

28. Notices and contact

Legal notices to Needletail: legal@needletailai.com. Operational and termination notices: support@needletailai.com. Needletail Inc. is a Delaware corporation; mailing address as published on needletailai.com/contact.

29. Miscellaneous

If any provision of this ToS is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect (severability). No failure or delay by either party to exercise any right under this ToS will constitute a waiver of that right (no waiver). The parties are independent contractors; nothing in this ToS creates a partnership, joint venture, employment, or agency relationship. No third party (other than indemnified parties under Section 18) is a beneficiary of this ToS. Section headings are for convenience only and shall not affect interpretation. No rule of construction requiring interpretation against the drafting party applies. This ToS may be executed in counterparts, including electronic counterparts, each of which shall be deemed an original. The English language version of this ToS controls over any translations.