Terms of Service
Last Updated: June 15, 2026
These Terms of Service (these “Terms”) are entered into by and between Lance Health Inc., a Delaware corporation (“Lance,” “we,” “us,” or “our”), and the customer that accesses or uses the Services (as defined below) (“Customer,” “you,” or “your”). These Terms govern Customer’s access to and use of Lance’s software services, including LanceLite (the self-serve software product) and Full Lance (the enterprise platform), together with related services Lance makes available through www.lance.health and related properties (collectively, the “Services”). Not all features of the Services are available to all Customers. The specific features available to a Customer are determined by the Customer’s account configuration, applicable subscription tier, and any applicable Order Form.
By accessing or using the Services, by clicking a button or checking a box marked “I agree” or “I have read and agree” (or substantially similar), or otherwise indicating your assent to these Terms, you signify that you have read, understood, and agree to be bound by these Terms, the Business Associate Agreement between Customer and Lance available at www.lance.health/BAA (the “BAA”), the Lance Privacy Policy available at www.lance.health/privacy (the “Privacy Policy”), and any order form, statement of work, or other written agreement between Lance and Customer that references these Terms (each, an “Order Form”). The Privacy Policy is incorporated into these Terms by reference. These Terms, the BAA, the Privacy Policy, and any Order Form together constitute the “Agreement.” If you do not agree to the Agreement, you may not access or use the Services.
PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN IMPORTANT LIMITATIONS ON LANCE’S LIABILITY, DISCLAIMERS OF WARRANTIES, A CLINICAL DECISION SUPPORT DISCLAIMER, AND TERMS GOVERNING THE FEES YOU MAY OWE FOR USE OF THE SERVICES.
If you are accepting these Terms on behalf of a healthcare organization (a “Healthcare Organization”), then “Customer” refers to that Healthcare Organization, and you represent and warrant that you have the legal authority to bind the Healthcare Organization to the Agreement. References in these Terms to “you” or “your” refer to the Healthcare Organization. If you do not have such authority, you may not accept these Terms or use the Services on behalf of any Healthcare Organization.
1. The Services
1.1 Description.
Lance offers two product configurations:
LanceLite is a self-serve, cloud-based software service that processes clinical documents uploaded by Customer and returns artificial-intelligence-assisted outputs, which may include (a) identification of qualifying clinical encounters relating to the home health Face-to-Face requirement under 42 C.F.R. § 424.22, (b) suggested ICD-10 diagnosis codes with cited source passages, (c) flags identifying gaps or inconsistencies in OASIS documentation as compared against the OASIS-E1 Manual, (d) draft pre-fill content for OASIS forms drawn from existing documentation with citations to source passages, and (e) educational and audit-defensibility materials that explain the basis for each output.
Full Lance is the enterprise platform configuration, which may include the foregoing capabilities together with additional functionality such as longitudinal patient memory across visits, electronic health record integration, ambient capture of clinical encounters, billing and claims preparation support, OASIS pre-transmission validation, continuous clinical documentation integrity review, and agency-level analytics. The specific Full Lance features available to a Customer are specified in the Order Form for that Customer.
The outputs generated by the Services, of whatever type, are referred to collectively as “Outputs.” The Services are designed for use by Medicare-certified home health agencies, hospices, and similarly situated post-acute providers.
1.2 Authorized Users.
Customer may permit its employees, contractors, and other authorized workforce members (“Authorized Users”) to access and use the Services on Customer’s behalf, provided that each Authorized User (a) registers an individual account using credentials issued or registered to Customer by Lance, (b) complies with the Agreement, (c) accesses the Services only for Customer’s internal business purposes, and (d) is a workforce member of Customer within the meaning of 45 C.F.R. § 160.103. Customer will not provide credentials to access the Services to any person other than an Authorized User. Customer is responsible for all use of the Services under its account (whether or not authorized), and any breach of the Agreement by an Authorized User is deemed a breach by Customer.
1.3 Service Modifications.
Lance may modify, suspend, or discontinue any portion of the Services at any time, in its sole discretion, with or without notice to Customer; provided that, for any Paying Plan, Lance will not materially reduce core functionality specified in the applicable Order Form during the then-current term without commercially reasonable notice or as reasonably necessary to address security, legal, regulatory, or operational risk. Lance will not be liable to Customer or any third party for any modification, suspension, or discontinuation of the Services, except as expressly provided in an applicable Order Form.
1.4 Affiliates.
“Affiliate” means, with respect to Customer, any entity that directly or indirectly controls, is controlled by, or is under common control with Customer, where “control” means beneficial ownership of fifty percent (50%) or more of the voting power or equity in the controlled entity. Any Affiliate of Customer may execute an Order Form referencing these Terms, and this Agreement applies to each such Order Form as if such Affiliate were a signatory to this Agreement. With respect to any such Order Form, the Affiliate becomes a party to this Agreement and references to “Customer” in this Agreement are deemed references to such Affiliate. Each Order Form is a separate obligation of the entity that executes it, and no other Customer entity has any liability or obligation under that Order Form.
2. Accounts
2.1 Registration.
To access the Services, Customer must register an account by providing information requested in the Lance sign-up flow, which may include Customer’s legal name, the National Provider Identifier (“NPI”) or CMS Certification Number (“CCN”) of the Healthcare Organization on whose behalf Customer is registering, the name and title of the individual completing registration, contact information, and (where applicable) payment method information. Customer represents and warrants that all information provided during registration and at all times during the term of the Agreement is true, accurate, current, and complete, and Customer will promptly update such information as needed to maintain its accuracy.
2.2 Verification of Healthcare Organization Status.
Lance verifies the Healthcare Organization’s status through publicly available CMS data sources, including the National Plan and Provider Enumeration System (“NPPES”) and CMS Care Compare, or through such other verification methods as may be specified in an applicable Order Form. Customer represents and warrants that (a) Customer is the Healthcare Organization identified during registration or in the applicable Order Form, or is an Authorized User acting on its behalf, (b) Customer is a “covered entity” or “business associate” within the meaning of HIPAA and the regulations promulgated thereunder, including 45 C.F.R. § 160.103, (c) Customer is in good standing with respect to all licenses, certifications, and registrations required to provide the healthcare services from which the data Customer submits to the Services is derived, and (d) the individual accepting the Agreement holds a position with the Healthcare Organization that confers actual authority to execute vendor agreements involving the disclosure of Protected Health Information (“PHI”), as that term is defined in HIPAA. Lance may suspend or terminate Customer’s account, without liability to Customer, if any of the foregoing representations is or becomes untrue, inaccurate, or incomplete, or if Lance is unable to verify Customer’s Healthcare Organization status.
2.3 Account Security.
Customer is responsible for (a) maintaining the confidentiality of all account credentials, (b) all activities that occur under Customer’s account, and (c) promptly notifying Lance of any unauthorized access to or use of Customer’s account or any other suspected breach of security. Customer will not (i) share account credentials with any person who is not an Authorized User, (ii) permit any single account to be used by more than one individual, or (iii) circumvent any authentication or access-control measures Lance implements. Lance may require multi-factor authentication and additional security measures from time to time, and Customer will cooperate in implementing such measures. Lance is not liable for any loss, damage, or liability arising out of unauthorized use of Customer’s account, except to the extent caused by Lance’s gross negligence or willful misconduct.
3. Customer Data and Privacy
3.1 Customer Data.
“Customer Data” means all data, documents, content, and other materials that Customer or its Authorized Users submit to, upload to, or generate through the Services, including all PHI contained therein, but excluding (a) Outputs and (b) Lance Aggregated Data (as defined in Section 3.5). As between the parties, Customer retains all right, title, and interest in and to Customer Data, including all PHI. Customer grants to Lance a limited, non-exclusive, non-transferable, worldwide, royalty-free license to host, copy, transmit, display, process, and otherwise use Customer Data solely as necessary to provide, maintain, secure, and support the Services for Customer, in each case subject to the BAA and applicable law.
3.2 Outputs.
As between the parties, and subject to Lance’s underlying intellectual property rights in the Services and the systems that produce Outputs, Customer owns the Outputs generated through Customer’s use of the Services. Customer may use Outputs solely (a) in connection with Customer’s permitted use of the Services and (b) for Customer’s internal clinical, administrative, billing, and regulatory-compliance purposes relating to the patients to whom the Outputs pertain. Customer will not (i) sell or sublicense Outputs to any third party other than as expressly permitted by HIPAA for treatment, payment, or healthcare operations purposes; (ii) use Outputs to train, fine-tune, retrain, or otherwise develop any artificial intelligence model, foundation model, large language model, or other machine learning model; (iii) misrepresent Outputs as having been generated other than by Lance’s Services; or (iv) use Outputs for any purpose prohibited by the Agreement or applicable law. Outputs may not be unique across users and the Services may produce the same or substantially similar Outputs for other users from comparable inputs.
3.3 Customer Responsibility for Customer Data.
Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of Customer Data, and for the means by which Customer acquired Customer Data. Customer represents and warrants that (a) Customer has all rights, consents, authorizations, and permissions necessary under HIPAA, state law, and any other applicable law to submit Customer Data to the Services and to grant Lance the license set forth in Section 3.1; (b) Customer Data does not infringe, misappropriate, or violate the rights of any third party; (c) Customer Data does not include records subject to the substance use disorder confidentiality regulations at 42 C.F.R. Part 2 unless Customer has separately notified Lance in writing and the parties have agreed in writing to additional terms; (d) Customer’s submission of Customer Data and use of the Services complies with all applicable laws, rules, and regulations; and (e) Customer maintains the official medical record for the patients to whom Customer Data pertains independent of the Services, and Customer does not rely on Lance to serve as a records custodian.
3.4 Business Associate Agreement.
Because the Services involve the creation, receipt, maintenance, or transmission of PHI on behalf of Customer, the parties have entered into the BAA. The BAA governs the parties’ respective rights and obligations with respect to PHI. In the event of any conflict between these Terms and the BAA with respect to the treatment of PHI, the BAA controls. Customer may not submit PHI to the Services before the BAA has been accepted.
3.5 Lance Aggregated Data.
Customer agrees that Lance has the right, solely for the purposes of improving the Services and operating its business, to aggregate, collect, analyze, and de-identify data and information relating to Customer’s use of the Services and to Customer Data. Lance owns all rights in and to any aggregated, anonymized, or de-identified data Lance develops in connection with the Services that does not identify Customer or any individual and could not reasonably be used to identify Customer or any individual (“Lance Aggregated Data”). De-identification will be performed in accordance with 45 C.F.R. § 164.514(b). Lance will maintain documentation of its de-identification process to the extent required by applicable law. Subject to the BAA, Lance may use Lance Aggregated Data for internal service evaluation, quality assurance, benchmarking, security monitoring, fraud detection, and aggregate analytics that support the Services Lance provides to its customers. Notwithstanding the foregoing, Lance will not use Lance Aggregated Data to train, fine-tune, retrain, or otherwise develop any foundation model, large language model, or other general-purpose artificial intelligence model that is intended for, or made available for, use beyond the Services Lance provides to its customers.
3.6 Usage Data.
Lance may collect data relating to Customer’s and its Authorized Users’ access to and use of the Services, including user activity, device information, performance data, log data, error events, and usage statistics (“Usage Data”). Usage Data does not contain PHI. Lance owns all Usage Data and may use it for any lawful business purpose, including to operate, secure, analyze, and improve the Services and to develop new products and features, subject to the Privacy Policy and the BAA.
4. Acceptable Use
4.1 Acceptable Use Generally.
Customer and its Authorized Users will at all times comply with the License Restrictions set forth in Section 4.2 and all other terms of the Agreement governing acceptable use of the Services. Lance may update the License Restrictions from time to time in accordance with Section 14.1 (Modifications).
4.2 License Restrictions.
Customer will not, and will not permit any Authorized User or third party to:
(a) reverse engineer, decompile, disassemble, modify, create derivative works of, or otherwise attempt to derive the source code, algorithms, model weights, training data, or proprietary prompts of the Services, except to the extent expressly permitted by applicable law notwithstanding this restriction;
(b) interfere with or disrupt the integrity or performance of the Services, including by introducing any virus, worm, ransomware, time bomb, Trojan horse, or other malicious code;
(c) attempt to probe, scan, or test the vulnerability of the Services, breach the security or authentication measures of the Services, or attempt to gain unauthorized access to any portion of the Services, the systems or networks related to the Services, or any data contained therein;
(d) use or access the Services to develop, train, evaluate, improve, or benchmark a product or service that competes with the Services, or otherwise engage in competitive analysis or benchmarking;
(e) without Lance’s prior written consent, publish, disclose to any third party, or otherwise disseminate any benchmarking or comparative test results, performance data, or other information generated in connection with Customer’s use of the Services, including any comparisons of the Services with alternative services or technology;
(f) transfer, distribute, sell, resell, lease, license, sublicense, or assign the Services, or otherwise make the Services available to any third party on a standalone basis or on a service-bureau or similar basis;
(g) use any automated means (including scrapers, crawlers, or bots) to access the Services, other than through interfaces expressly authorized by Lance in writing;
(h) frame or mirror any part of the Services, other than for Customer’s own internal business purposes;
(i) submit to the Services any record relating to a patient who is not under, or has not been under, the care of Customer or for whom Customer does not have a permitted purpose under HIPAA;
(j) submit any Output to CMS, any other payer, or any governmental authority without the clinician review described in Section 6 (Clinical Decision Support); misrepresent any Output as having been authored, reviewed, or signed by a clinician who has not independently reviewed and approved it; or remove, obscure, or alter any proprietary notice or branding included in the Services or any Output; or
(k) otherwise use the Services in violation of any applicable law, rule, or regulation, including HIPAA, state medical privacy laws, the False Claims Act, the Anti-Kickback Statute, the Stark Law, the Telephone Consumer Protection Act, and laws governing fraud, abuse, and consumer protection, or in any manner that exceeds the scope of access expressly granted under the Agreement; or
(l) engage in any other conduct that, in Lance’s reasonable judgment, undermines the security, integrity, or intended operation of the Services or that exposes Lance, its customers, or any patient to legal or operational risk.
4.3 Suspension.
Lance may suspend Customer’s or any Authorized User’s access to the Services, in whole or in part, if Lance reasonably determines that (a) Customer or an Authorized User has materially breached the Agreement, including the License Restrictions; (b) Customer’s or an Authorized User’s use of the Services is improper, or substantially exceeds or differs from normal use by other customers; (c) Customer’s or an Authorized User’s use of the Services poses a security risk to the Services, to Lance, to Lance’s other customers, or to any third party; (d) Customer’s or an Authorized User’s use of the Services may subject Lance to liability or regulatory action; (e) Lance is required to suspend access by applicable law, regulation, or governmental order; or (f) any other circumstance described in these Terms warrants suspension. Suspension under this Section does not relieve Customer of its payment obligations under Section 5. [DRAFTER NOTE: payment-suspension clause to be added if the card-required model is adopted.]
5. Fees and Payment
[DRAFTER NOTE: Section 5 is restructured to cover both LanceLite (self-serve, posted pricing) and Full Lance (enterprise, Order Form pricing). The credit-card-at-signup decision for LanceLite still affects Section 5.3 only. Path A (no card required) and Path B/C (card captured at signup or at first upload) remain the live options; the placeholder for the card mechanic is in Section 5.3.]
5.1 Fees Generally.
“Fees” means all amounts payable by Customer for use of the Services. Fees are stated in U.S. dollars and are exclusive of all taxes, levies, duties, and similar governmental assessments (collectively, “Taxes”). Customer is responsible for all Taxes associated with its use of the Services, other than Taxes based on Lance’s net income. Lance may invoice Taxes that Lance is required to collect.
5.2 LanceLite Fees.
The LanceLite product includes a one-time free allotment for each Healthcare Organization of ten (10) distinct patient charts processed through the Services in the aggregate (the “Free Allotment”). The Free Allotment does not reset and is not recurring. Lance may adjust the Free Allotment from time to time on prospective notice to Customer. A “patient chart” for purposes of this Section means the set of clinical documents relating to a single patient processed through the Services, regardless of the number of documents uploaded for that patient. Use of LanceLite beyond the Free Allotment is subject to Fees at the rates posted at www.lance.health/pricing.
5.3 [CARD AUTHORIZATION / AUTO-RENEWAL DISCLOSURE PROVISIONS].
[DRAFTER NOTE: CARD AUTHORIZATION AND AUTO-RENEWAL DISCLOSURE PROVISIONS TO BE INSERTED HERE FOLLOWING CEO DECISION. The drafting paths described in the prior version (Path A no-card; Path B card-at-signup; Path C card-as-verification; Path A2 card-at-first-upload) remain available.]
5.4 Full Lance Fees.
Fees for the Full Lance product, including the applicable subscription tier, term, payment frequency, and any one-time implementation or professional services fees, are specified in the applicable Order Form. Unless otherwise specified in an Order Form, Fees for Full Lance are invoiced annually in advance, due net thirty (30) days from the date of invoice. Order Form Fees increase at each renewal in accordance with the Order Form, and absent specific terms in the Order Form, Lance may increase rates for renewals upon at least thirty (30) days’ prior written notice.
5.5 Disputed Charges.
Customer must notify Lance of any disputed charge in writing within thirty (30) days after the date of the invoice or the date the charge is posted to Customer’s payment method, as applicable. Charges not disputed within thirty (30) days are deemed final and waived. Lance and Customer will use good-faith efforts to resolve disputed charges promptly.
5.6 Late Payment.
Any undisputed Fees not paid when due bear interest at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is lower, from the due date until paid. Customer is responsible for all reasonable collection costs (including reasonable attorneys’ fees) Lance incurs to collect undisputed past-due amounts.
6. Clinical Decision Support; AI Output Disclaimer
6.1 Clinician Review Required.
THE SERVICES AND THE OUTPUTS ARE INTENDED TO SUPPORT, AND NOT TO REPLACE, THE INDEPENDENT CLINICAL, CODING, DOCUMENTATION, AND BILLING JUDGMENT OF QUALIFIED HEALTHCARE PROFESSIONALS. OUTPUTS ARE DRAFT WORK PRODUCT. CUSTOMER IS SOLELY RESPONSIBLE FOR THE FINAL REVIEW, VERIFICATION, AND, WHERE APPROPRIATE, CORRECTION OF EVERY OUTPUT BY A QUALIFIED CLINICIAN OR CODER ACTING WITHIN THE SCOPE OF HIS OR HER PROFESSIONAL LICENSE BEFORE THE OUTPUT IS RELIED UPON, ENTERED INTO ANY MEDICAL RECORD, SUBMITTED TO ANY PAYER OR REGULATOR, OR OTHERWISE ACTED UPON. LANCE HAS NO LIABILITY WHATSOEVER FOR THE ACCURACY OR COMPLETENESS OF ANY OUTPUT OR FOR ANY DECISION MADE OR ACTION TAKEN BY CUSTOMER OR ANY AUTHORIZED USER IN RELIANCE UPON ANY OUTPUT. CUSTOMER AND ITS CLINICIANS REMAIN SOLELY RESPONSIBLE FOR ALL CLINICAL, CODING, DOCUMENTATION, BILLING, AND REGULATORY-COMPLIANCE DECISIONS, INCLUDING THOSE RELATING TO MEDICARE HOME HEALTH REQUIREMENTS.
6.2 Nature of AI Output.
THE SERVICES USE ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING TECHNOLOGIES, INCLUDING LARGE LANGUAGE MODELS. OUTPUTS MAY CONTAIN ERRORS, OMISSIONS, OR FABRICATED CONTENT (COMMONLY REFERRED TO AS “HALLUCINATIONS”) AND MAY BE INACCURATE, INCOMPLETE, MISLEADING, OUT OF DATE, OR OTHERWISE UNSUITED TO CUSTOMER’S PURPOSES. OUTPUTS MAY APPEAR ACCURATE OR AUTHORITATIVE EVEN WHEN THEY ARE NOT. CUSTOMER ACKNOWLEDGES THAT IT EVALUATES THE ACCURACY OF EACH OUTPUT AS APPROPRIATE FOR CUSTOMER’S USE CASE AND THAT HUMAN REVIEW OF EVERY OUTPUT BY A QUALIFIED PROFESSIONAL IS REQUIRED BEFORE THE OUTPUT IS RELIED UPON. CITATIONS PROVIDED IN AN OUTPUT ARE INTENDED TO ASSIST CUSTOMER’S REVIEW BUT DO NOT GUARANTEE THE ACCURACY OR CORRECTNESS OF THE OUTPUT.
6.3 No Practice of Medicine.
Lance is not a healthcare provider and does not practice medicine, nursing, coding, or any other licensed health profession. Lance does not provide medical advice, diagnosis, or treatment, and does not make clinical determinations. The Services do not establish a clinician-patient relationship between Lance and any patient.
7. Intellectual Property
7.1 Lance IP.
As between the parties, Lance owns all right, title, and interest in and to the Services, including all software, algorithms, models, model weights, prompts, user interfaces, documentation, trademarks, trade names, service marks, logos, and other intellectual property and proprietary rights related thereto (collectively, “Lance IP”). No rights are granted to Customer or any Authorized User except as expressly set forth in the Agreement. All rights not expressly granted are reserved by Lance and its licensors.
7.2 License Grant.
Subject to Customer’s compliance with the Agreement, Lance grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during the term of the Agreement, to access and use the Services solely for Customer’s internal business purposes and in accordance with the Agreement and any documentation Lance provides for the Services.
7.3 Feedback.
If Customer or any Authorized User provides Lance with suggestions, ideas, comments, or other feedback regarding the Services (“Feedback”), Customer grants Lance an irrevocable, perpetual, worldwide, non-exclusive, fully paid-up, royalty-free, sublicensable license to use, reproduce, modify, distribute, and otherwise exploit the Feedback for any purpose, without obligation to Customer. Feedback is provided to Lance on a non-confidential basis. Customer represents and warrants that it has all rights necessary to grant the foregoing license with respect to any Feedback it provides.
7.4 Trademarks.
“Lance,” “LanceLite,” the Lance logo, and all related marks are trademarks or service marks of Lance. Customer may not use any Lance trademark or service mark without Lance’s prior written consent, except for incidental references that identify Lance as the provider of the Services.
8. Confidentiality
8.1 Confidential Information.
“Confidential Information” means non-public information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) that is (a) marked or identified as confidential at the time of disclosure or (b) information that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. The Services, Lance IP, pricing not posted publicly, and Lance’s technical and operational information are Confidential Information of Lance. Customer Data and Customer’s business and clinical information are Confidential Information of Customer. PHI is governed exclusively by the BAA and is not subject to this Section.
8.2 Obligations.
The Receiving Party will (a) use the Disclosing Party’s Confidential Information only to exercise its rights and perform its obligations under the Agreement, (b) protect the Disclosing Party’s Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature, but in no event less than reasonable care, and (c) not disclose the Disclosing Party’s Confidential Information to any third party other than the Receiving Party’s employees, contractors, advisors, and agents who have a need to know for purposes of the Agreement and who are bound by confidentiality obligations no less protective than those in this Section. The Receiving Party may disclose Confidential Information as required by applicable law or by court or governmental order, provided that, where legally permitted, the Receiving Party gives the Disclosing Party reasonable prior notice and reasonable opportunity to seek a protective order.
8.3 Exclusions.
Confidential Information does not include information that (a) is or becomes publicly available without breach of the Agreement by the Receiving Party, (b) was rightfully known to the Receiving Party without confidentiality obligation before disclosure by the Disclosing Party, (c) is rightfully received from a third party without confidentiality obligation, or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
9. Representations, Warranties, and Disclaimers
9.1 Mutual Representations.
Each party represents and warrants to the other that (a) it has full corporate power and authority to enter into and perform the Agreement, (b) execution and performance of the Agreement do not violate any agreement or obligation to which it is a party or by which it is bound, and (c) it will comply with all applicable laws in performing the Agreement.
9.2 Customer Representations.
Without limiting Section 2 (Accounts) or Section 3 (Customer Data and Privacy), Customer further represents and warrants that (a) Customer’s use of the Services and the submission of Customer Data complies with all applicable laws, rules, and regulations, including HIPAA, state medical privacy laws, the False Claims Act, the Anti-Kickback Statute, and the Stark Law; (b) Customer has implemented and maintains administrative, physical, and technical safeguards to protect the confidentiality, integrity, and availability of PHI and Customer Data in Customer’s possession; (c) Customer will not use the Services to submit any false or fraudulent claim to any payer; and (d) Customer’s use of the Outputs in any submission to a payer or governmental authority will be reviewed and approved by a qualified clinician or coder consistent with Section 6.1.
9.3 DISCLAIMER OF WARRANTIES.
EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, THE SERVICES, THE OUTPUTS, AND ALL OTHER MATERIALS PROVIDED BY LANCE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND LANCE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. LANCE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, THAT ANY OUTPUT WILL BE ACCURATE, COMPLETE, OR RELIABLE, OR THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS. NO INFORMATION OR ADVICE OBTAINED BY CUSTOMER FROM LANCE OR THROUGH THE SERVICES CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES, SO THE FOREGOING DISCLAIMERS MAY NOT APPLY TO CUSTOMER TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
10. Limitation of Liability
10.1 Exclusion of Indirect Damages.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LANCE OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, REIMBURSEMENT, DATA, GOODWILL, REPUTATION, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT LANCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2 Aggregate Cap.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LANCE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT AND THE SERVICES, REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY, WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY CUSTOMER TO LANCE UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY AND (B) ONE HUNDRED U.S. DOLLARS (US$100); PROVIDED THAT LANCE’S TOTAL AGGREGATE LIABILITY FOR BREACH OF SECTION 8 (CONFIDENTIALITY) OR THE BAA WILL NOT EXCEED THE GREATER OF (X) TWO (2) TIMES THE TOTAL FEES PAID BY CUSTOMER TO LANCE UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY OR (Y) ONE HUNDRED THOUSAND U.S. DOLLARS (US$100,000).
10.3 Exceptions.
The limitations in Sections 10.1 and 10.2 do not apply to (a) Customer’s indemnification obligations under Section 11, (b) Customer’s breach of Section 4 (Acceptable Use) or Section 7 (Intellectual Property), (c) Customer’s breach of Section 8 (Confidentiality) or the BAA, (d) either party’s liability arising out of its gross negligence, willful misconduct, or fraud, or (e) any liability that cannot be excluded or limited under applicable law.
10.4 Risk Allocation.
The limitations in this Section 10 are an essential element of the parties’ bargain, and the pricing of the Services reflects this allocation of risk. The limitations apply notwithstanding the failure of essential purpose of any limited remedy.
11. Indemnification
11.1 Indemnification by Customer.
Customer will defend, indemnify, and hold harmless Lance and its affiliates, officers, directors, employees, agents, licensors, and service providers (the “Lance Indemnitees”) from and against any and all claims, demands, suits, actions, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Claims”) arising out of or relating to (a) Customer’s or any Authorized User’s access to or use of the Services, including any Customer Data, Outputs, or other content transmitted, received, or processed by Customer or any Authorized User; (b) Customer’s or any Authorized User’s breach of the Agreement, including any breach of the representations and warranties in Sections 2 (Accounts), 3 (Customer Data and Privacy), 4 (Acceptable Use), or 9 (Representations, Warranties, and Disclaimers); (c) Customer Data, including any Claim that Customer Data was submitted without proper authority, consent, or legal basis, or that Customer Data infringes, misappropriates, or violates the rights of any third party; (d) any clinical, coding, documentation, billing, or care decision made by Customer or its Authorized Users, regardless of whether such decision relied on the Services; (e) Customer’s submission of any Output to a payer, regulator, or other third party; (f) any unauthorized access to the Services using Customer’s account credentials, except to the extent caused by Lance’s gross negligence; (g) Customer’s violation of any applicable law in connection with its use of the Services; or (h) Customer’s, any Authorized User’s, or any third party’s gross negligence, fraud, or willful misconduct in connection with the Services.
11.2 Indemnification by Lance.
Lance will defend Customer from and against any third-party Claim alleging that the Services, as provided by Lance and used by Customer in accordance with the Agreement, infringe a valid United States patent, copyright, trademark, or trade secret of such third party, and Lance will indemnify Customer against damages and costs finally awarded by a court of competent jurisdiction (or amounts agreed to in settlement signed by Lance) in connection with such Claim, in each case subject to Section 10 (Limitation of Liability). Lance’s obligations under this Section 11.2 do not apply to any Claim arising from (a) Customer Data, (b) modifications to the Services not made by or on behalf of Lance, (c) use of the Services in combination with hardware, software, data, or services not provided by Lance where the alleged infringement would not have occurred but for such combination, (d) use of the Services in violation of the Agreement, or (e) any version of the Services other than the most current version made available by Lance. If the Services become, or in Lance’s reasonable opinion are likely to become, the subject of an infringement Claim, Lance may, at its option and expense, (i) procure for Customer the right to continue using the Services, (ii) modify the Services so that they become non-infringing while retaining substantially equivalent functionality, or (iii) if neither (i) nor (ii) is commercially practicable, terminate Customer’s access to the Services and refund any prepaid Fees for the unused portion of the term. THIS SECTION 11.2 STATES LANCE’S SOLE AND EXCLUSIVE LIABILITY, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, WITH RESPECT TO CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT.
11.3 Procedure.
The party seeking indemnification (the “Indemnified Party”) will (a) promptly notify the indemnifying party (the “Indemnifying Party”) in writing of the Claim, provided that failure to provide prompt notice will relieve the Indemnifying Party of its obligations only to the extent it is materially prejudiced by the delay; (b) give the Indemnifying Party sole control of the defense and settlement of the Claim, provided that the Indemnifying Party may not settle any Claim without the Indemnified Party’s prior written consent (not to be unreasonably withheld) if the settlement imposes any liability or obligation on the Indemnified Party other than the payment of money fully covered by the Indemnifying Party; and (c) provide reasonable cooperation in the defense at the Indemnifying Party’s expense. The Indemnified Party may participate in the defense at its own expense using counsel of its choice.
12. Term and Termination
12.1 Term.
These Terms become effective when you first access or use the Services and continue to apply for as long as you access or use the Services. The provisions of these Terms that govern paid subscriptions, account-based functionality, and customer-specific obligations (including Sections 2, 5, and 12.2) apply only from the date you register an account or, if later, the date you accept these Terms by clicking “I agree” or similar (the “Effective Date”). If Customer is using the Services without an Order Form (a “Free Plan”), this Agreement is deemed month-to-month from the Effective Date. If Customer has executed an Order Form (a “Paying Plan”), the term of the Paying Plan is as set forth in the Order Form, and unless the Order Form specifies otherwise, will automatically renew for successive renewal periods of equal duration unless either party provides the other with written notice of non-renewal at least thirty (30) days before the end of the then-current term.
12.2 Termination for Convenience.
For a Free Plan, either party may terminate the Agreement at any time on notice to the other party, including by Customer closing Customer’s account through the Services. For a Paying Plan, Customer's right to terminate for convenience during the term of the applicable Order Form is as set forth in that Order Form; absent specific Order Form terms, no convenience termination right exists during the term. Lance may terminate a Paying Plan for convenience only at the end of the then-current term upon at least sixty (60) days’ prior written notice, unless the Order Form provides otherwise.
12.3 Termination for Cause.
Either party may terminate the Agreement immediately upon written notice if the other party (a) materially breaches the Agreement and, if the breach is curable, fails to cure such breach within thirty (30) days after receipt of written notice describing the breach; (b) becomes insolvent, makes an assignment for the benefit of creditors, or is the subject of a bankruptcy or similar proceeding that is not dismissed within sixty (60) days; or (c) ceases to conduct business in the ordinary course. Lance may terminate the Agreement or suspend Customer’s access to the Services immediately upon notice if Lance reasonably believes that Customer’s continued use of the Services would (i) violate applicable law, (ii) subject Lance to liability or regulatory action, or (iii) materially harm the Services or other Lance customers.
12.4 Effect of Termination.
Upon termination or expiration of the Agreement, (a) Customer’s right to access and use the Services ceases immediately; (b) Lance may delete or return Customer Data in accordance with the BAA; (c) Customer remains liable for all Fees accrued through the effective date of termination; (d) Lance will, upon Customer’s request submitted within thirty (30) days after termination, provide Customer with a reasonable opportunity to export Customer Data in a format Lance makes generally available, after which Lance has no obligation to retain Customer Data except as required by the BAA or applicable law; and (e) the provisions of these Terms that by their nature should survive termination (including Sections 3 (with respect to data already submitted), 6, 7, 8, 9.3, 10, 11, 13, 14, and any payment obligations accrued before termination) will survive.
12.5 Retention of Customer Data in Backups.
Customer acknowledges that, even if Customer or an Authorized User deletes Customer Data from the Services or Customer Data is otherwise removed during the term of the Agreement or after termination, such Customer Data may persist in Lance’s systems, applications, databases, and servers (including backups, archives, and disaster-recovery systems) for a commercially reasonable period of time and may be retained in compliance with the BAA and applicable law. Customer further acknowledges that removal of Customer Data during the term may have an adverse impact on Customer’s use of the Services, and Lance is not liable for any such impact.
13. Governing Law and Dispute Resolution
13.1 Governing Law.
The Agreement is governed by the laws of the State of New York, exclusive of its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
13.2 Binding Arbitration.
Except as set forth in Sections 13.3 (Carve-Outs), 13.4 (Class Action Waiver), and 13.5 (Informal Resolution), any dispute, claim, or controversy arising out of or relating to the Agreement, the Services, or the relationship between the parties (each, a “Dispute”), including the validity, enforceability, or scope of this arbitration provision, will be resolved through final and binding arbitration administered by JAMS in accordance with its Streamlined Arbitration Rules and Procedures (for Disputes in which the amount in controversy does not exceed five hundred thousand U.S. dollars (US$500,000)) or its Comprehensive Arbitration Rules and Procedures (for Disputes exceeding such amount), as in effect at the time arbitration is commenced. The arbitration will be conducted by a single arbitrator who is an experienced commercial attorney or retired judge. The seat of the arbitration will be New York, New York, and the arbitration will be conducted in English. The arbitrator may award any remedy available in court, except as limited by the Agreement, and the arbitrator’s award will be final and binding on the parties. Judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act, 9 U.S.C. § 1 et seq., governs the interpretation and enforcement of this Section.
13.3 Carve-Outs from Arbitration.
Notwithstanding Section 13.2, either party may bring an action in court for: (a) injunctive or other equitable relief to protect the party’s intellectual property rights, Confidential Information, or other proprietary rights, or to enforce the BAA; (b) collection of undisputed Fees; or (c) any individual claim that qualifies for the small-claims court of any U.S. state in which the bringing party resides or maintains a principal place of business, provided the claim remains in that court (including any appeals) and is not removed, transferred, or consolidated with any other claim. Any action brought under this Section may be brought in the state or federal courts located in New York, New York, and each party irrevocably submits to the exclusive jurisdiction of such courts for these purposes. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY ACTION OR PROCEEDING BROUGHT UNDER THIS SECTION.
13.4 Class Action Waiver.
EACH PARTY AGREES THAT ANY DISPUTE WILL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY AND NOT ON A CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE BASIS. NEITHER PARTY MAY BRING A DISPUTE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE PROCEEDING, AND THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MORE THAN ONE PERSON OR ENTITY OR PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING. IF THIS CLASS ACTION WAIVER IS HELD UNENFORCEABLE WITH RESPECT TO ANY DISPUTE, THEN THE ENTIRE ARBITRATION PROVISION IN SECTION 13.2 WILL BE NULL AND VOID WITH RESPECT TO SUCH DISPUTE, AND SUCH DISPUTE WILL BE RESOLVED IN THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK; PROVIDED THAT THE OTHER PROVISIONS OF THIS SECTION 13 (INCLUDING THE GOVERNING LAW, JURY WAIVER, AND CARVE-OUTS) WILL CONTINUE TO APPLY.
13.5 Informal Resolution.
Before initiating any arbitration or court proceeding under this Section 13, the party initiating the proceeding will give the other party written notice describing the Dispute, and the parties will attempt in good faith to resolve the Dispute through informal discussions for a period of at least thirty (30) days following such notice. This Section does not limit either party’s right to seek injunctive or other equitable relief under Section 13.3 or to bring an action to collect undisputed Fees.
13.6 Costs of Arbitration.
The arbitration fees and the arbitrator’s compensation will be paid in accordance with the JAMS rules then in effect. Each party will bear its own attorneys’ fees and costs incurred in connection with the arbitration, except that the arbitrator may award reasonable attorneys’ fees and costs to the prevailing party to the extent permitted by applicable law or by the Agreement.
14. General Provisions
14.1 Modifications.
Lance may modify these Terms and the other components of the Agreement from time to time. If Lance makes a material change to the Agreement, Lance will provide Customer with reasonable advance notice prior to the change taking effect, either by email to the address associated with Customer’s account or by messaging Customer through the Services, and the materially revised Agreement will become effective on the date set forth in Lance’s notice. Non-material changes take effect immediately upon posting at www.lance.health/terms with an updated “Last Updated” date, and Lance is not required to provide separate notice of non-material changes. Customer can review the most current version of these Terms at any time by visiting this page. Customer’s continued access to or use of the Services after the effective date of a revision constitutes Customer’s acceptance of the revised Terms. If Customer does not agree to a material revision, Customer’s sole remedy is to terminate the Agreement under Section 12.2 before the revision takes effect.
14.2 Order of Precedence.
In the event of any conflict among the documents constituting the Agreement, the following order of precedence applies: (a) the BAA, with respect to all matters concerning PHI; (b) any Order Form, with respect to the subject matter of that Order Form; (c) these Terms; and (d) the Privacy Policy. Notwithstanding the foregoing, no term in any Customer purchase order, vendor onboarding document, or web portal will be incorporated into or modify the Agreement, and all such terms are null and void.
14.3 Assignment.
Customer may not assign or transfer the Agreement, in whole or in part, without Lance’s prior written consent, and any purported assignment in violation of this Section is void. Lance may assign the Agreement, in whole or in part, without Customer’s consent, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets to which the Agreement relates. Subject to the foregoing, the Agreement binds and benefits the parties and their respective successors and permitted assigns.
14.4 Force Majeure.
Neither party will be liable for any delay or failure to perform (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, fire, flood, war, terrorism, civil unrest, governmental action, labor disputes, denial-of-service attacks, utility or telecommunications outages, or failures of third-party service providers.
14.5 Relationship of the Parties.
The parties are independent contractors. The Agreement does not create any partnership, joint venture, agency, franchise, fiduciary, or employment relationship between the parties. Neither party has authority to bind the other.
14.6 No Third-Party Beneficiaries.
The Agreement is for the sole benefit of the parties and their successors and permitted assigns, and creates no rights in any third party.
14.7 Notices.
Notices to Lance must be sent to Lance Health Inc., One World Trade Center, Suite 49P, New York, NY 10007, with a copy to support@lancehealth.ai. Lance may provide notices to Customer through the Services, by email to the address associated with Customer’s account, or by posting at www.lance.health. Notices are deemed given on the date of delivery (for in-Service or email notices) or three (3) business days after dispatch (for mailed notices).
14.8 Severability.
If any provision of the Agreement is held to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or, if no such modification is possible, severed from the Agreement, and the remaining provisions will remain in full force and effect.
14.9 Waiver.
No failure or delay by either party in exercising any right under the Agreement constitutes a waiver of that right. No waiver is effective unless in writing and signed by an authorized representative of the waiving party.
14.10 Export and Sanctions Compliance.
The Services are provided from the United States and may be subject to U.S. export control and economic sanctions laws. Customer will not access or use the Services in violation of any applicable export control or sanctions law, including the Export Administration Regulations and sanctions administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”). Customer represents and warrants that Customer is not, and is not owned or controlled by, and is not acting on behalf of, any person identified on any list of sanctioned persons administered by OFAC or any other U.S. governmental authority, and that Customer is not located in or a national of a country or territory subject to comprehensive U.S. sanctions.
14.11 Entire Agreement.
The Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous communications, representations, and agreements, whether oral or written, with respect to that subject matter.
15. Text Messages, Calls, and Other Communications
15.1 Consent to Transactional Communications.
By providing Lance with a telephone number, Customer and the Authorized User to whom the number relates consent to receiving calls and text messages from Lance, or on Lance’s behalf, at that telephone number, including calls and messages placed using an automatic telephone dialing system or containing artificial or prerecorded voice content, for purposes related to the Services. Such transactional communications may include (a) account-security communications such as multi-factor authentication codes; (b) communications relating to the operation, status, security, or support of Customer’s account; (c) responses to inquiries Customer initiates; (d) notices relating to the Agreement, Customer’s account, or applicable law; and (e) other communications reasonably necessary to provide the Services or to enforce the Agreement. Lance may condition access to features requiring telephone-based authentication or notification on Customer’s and the applicable Authorized User’s consent to receive the transactional communications necessary for those features, and Lance may require Customer or an Authorized User to use an alternative authentication or notice method if consent is revoked. Standard message and data rates from Customer’s mobile carrier may apply.
15.2 Marketing Communications.
Lance may send Customer marketing or promotional communications about Lance products and services, including by email and, if Customer has provided any consent required by applicable law, by text message. Customer can opt out of marketing emails by following the unsubscribe instructions in any marketing email, and can opt out of marketing text messages by replying “STOP” to any marketing text message or by contacting Lance at support@lancehealth.ai. Opting out of marketing communications does not opt Customer out of transactional communications described in Section 15.1.
15.3 Message Frequency; Help.
Message frequency varies based on Customer’s use of the Services. For help, reply HELP to any Lance text message or contact Lance at support@lancehealth.ai. Consent to receive text messages is not a condition of using the Services other than for transactional communications described in Section 15.1.
15.4 Telephone Consumer Protection Act Compliance.
Lance complies with the Telephone Consumer Protection Act (47 U.S.C. § 227) and associated regulations. As Customer’s use of the Services may involve the receipt of automated communications, Customer represents that any telephone numbers Customer provides to Lance for an Authorized User are numbers that the Authorized User has consented to use for the purposes described in this Section, and that Customer has obtained any consents required under applicable law for Lance to send communications to those numbers.
16. Contact
Questions about these Terms should be directed to Lance at support@lancehealth.ai or by mail at Lance Health Inc., One World Trade Center, Suite 49P, New York, NY 10007.
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