Terms & Conditions

Last Revised: June 16, 2026,

Please read this agreement (“Agreement” or “EULA”) carefully. This is a legal Agreement between PerfectServe, inc. and its subsidiaries including, without limitation, Lightning Bolt Solutions, inc. (“Lightning Bolt”) and Telmediq Systems, Ltd. (“Telmediq”) (and if combined, “PerfectServe”, “us”, or “we”) and the “customer” or “you” “yours” or “users” (the individual, physical practice entity, hospital or other organization establishing an account with PerfectServe).

Section 23 of this Agreement contains provisions that govern how claims that you and we have against each other are resolved, including, without limitation, any claims that arose or were asserted before the effective date of this Agreement.

1. PURPOSE.

PerfectServe provides a technology platform that facilitates communication, scheduling, and workflow coordination among medical providers, staff, and other authorized users based on Customer-defined configurations and inputs, and may include AI-enabled functionality to support incoming call intake, classification, and routing to customer organizations. By using the PerfectServe website/mobile application and any if the information and services offered through the Software Services, you agree to be bound by this Agreement. The success of the Services, however, depends on the adherence to the terms of this Agreement by you and other Users. While we will do our best to enforce the terms of this Agreement, we cannot warrant or represent that other Users will in fact adhere to this Agreement and cannot act as insurers or accept any liability for their failure to do so. PerfectServe does not provide medical advice, make clinical decisions, or determine communication outcomes, which remain under Customer control. Customer acknowledges that it controls the configuration, use, and operation of the Software Services within its environment, including routing rules, user permissions, and data inputs. PerfectServe does not control and is not responsible for communication content, routing decisions, or outcomes resulting from Customer-configured workflows or use of the Software Services.

This Agreement applies to (i) access to and use of PerfectServe’s websites, mobile applications, and Software Services, and (ii) any services provided by PerfectServe, whether accessed directly by individual users or on behalf of a Customer. Where a separate written agreement (including an Order Form or Master Services Agreement) is in place, this Agreement supplements such agreement and applies to the extent not inconsistent with it.

2. DISCLAIMER: NOT FOR MEDICAL DIAGNOSTIC PURPOSES/NO PRIMARY EMERGENCY OR 911 SERVICE:

Certain PerfectServe Software Services allow for the transmission of audio and image media files, voice to text transcription, as well as text messages. In no way are these files or messages intended to be shared or read for the purposes of medical diagnosis. This solution is not approved by governing bodies for such use in North America or in the United Kingdom. While PerfectServe has taken reasonable steps to ensure reliable message delivery, You acknowledge that software, mobile devices, and the networks and devices they rely on are sometimes subject to failure and outages. Therefore, You should not use this Software Services where personal injury, loss of life, property damage, or financial loss is possible to You or Your customers without taking appropriate precautions such as having a failback system or protocol.

You acknowledge and understand that any emergency calling functionality made available through the Software Services (including 911 in the United States or 999 in the United Kingdom) is dependent on third-party networks, configurations, and system availability, and may not function in all circumstances or locations. PerfectServe does not guarantee the availability, accuracy, routing, or timeliness of emergency communications and is not responsible for delays, failures, or misrouting of such communications.. You must maintain have an alternative means of accessing emergency services, including through traditional landline or mobile phone services, and must inform all users accordingly. PerfectServe is not intended to replace your primary telephony service, such as traditional landline or mobile phone and should not be relied upon as the sole means of accessing emergency services.

3. DEFINITIONS.

For purposes of this Agreement, the following terms shall have the meanings indicated:

“Authorized Users” means the physicians, nurses and other clinicians, and employees that PerfectServe will assign and provide with a Named User Account.
“Content” means the audio and visual information, documents, software, products and services contained or made available to Customer in the course of implementing and using the Software Service(s) (as defined below).
“Customer Data” means any data, information or material (including any of Customer’s confidential information) that Customer submits to the Software Service in the course of using the Software Service).
“Go-Live Date” means the first day on which Customer begins using the Software Service(s), or six (6) months from the Effective Date, whichever is sooner.
“HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as amended, and all rules and regulations promulgated thereunder.
“Initial Implementation Period” means the period of time beginning on the Effective Date of an Order Form and continuing for a specified number of days, as defined on the Order Form, following the Go-Live date.
“Named User Account” means the user account assigned and provided by PerfectServe to the specific physicians, nurses and other clinicians, and employees who are Authorized Users of the Software Service(s).
“Order Form(s)” means the form evidencing the initial subscription for the Software Service(s) and any subsequent Order Forms or Change Order Forms submitted online or in written form, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form and/or Change Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of the Order Form shall prevail).
“Protected Health Information” (or “PHI”) shall have the meaning given such term in HIPAA.
“Statement of Work” or “SOW” means a document that defines the outcomes, tasks and deliverables associated with implementing, revising and configuring the Software Service(s).
“Software Service(s)” means the specific edition or module of PerfectServe’s voice, online and mobile clinical communication and collaboration tools and applications, billing, data analysis, or other services identified during the ordering process, developed, operated, and maintained by PerfectServe, accessible via the telephone, mobile device application, https://www.perfectserve.com, https://www.lightningbolt.com, https://www.telmediq.com, or another designated web site or IP address, or ancillary online or offline products and services provided to Customer by PerfectServe, to which Customer is being granted access under this Agreement. PerfectServe has the right to change the features or functionality of the Software Service(s) at any time and from time to time, and may charge additionalfees for such features and functionality.

4. TERM OF AGREEMENT/TERMINATION/SUSPENSION.

Acceptance. This Agreement starts when Customer accepts it. Customer accepts this Agreement through any action that indicates Customer’s assent hereto, including Customer’s execution of an Order Form, registration form or other document that references Customer’s acceptance of this Agreement, or when Customer begins to use (or through Customer’s continued use) of the Software Service(s) by signing into a PerfectServe mobile application or the PerfectServe web site, by forwarding or referring Customer telephone calls to PerfectServe, or through a “click” or “checkbox” during the registration process. The term of this Agreement is subject to the Effective Date and Term on any Order Form executed between PerfectServe and Customer.
Termination with or without cause. PerfectServe can, with notice (except where immediate suspension is reasonably necessary to prevent ongoing harm, legal exposure or security risk), suspend Customer’s use of the Software Service(s) or terminate this Agreement for Cause. “Cause” includes, but is not limited to, (i) Customer failing to pay undisputed amounts when due and not curing such failure within 10 Calendar days after written notice; (ii) Customer(A) becoming unable to pay its debts as they fall due; (B) entering into or proposing any composition or arrangement with its creditors; (C) being subject to any insolvency, administration, receivership, liquidation, winding-up, or similar proceeding in any jurisdiction (whether voluntary or involuntary), including the appointment of an administrator, receiver, trustee, or similar officer over any material part of its assets; or (D) any event occurring in any jurisdiction that is analogous to the foregoing;; (iii) breach or violation of the terms of this Agreement that is material and, where capable of cure, not cured within a reasonable period after written notice; or (iv) PerfectServe’s reasonable belief that Customer is misusing the Software Service(s) or using it for any unlawful activity, provided that PerfectServe may suspend access immediately where reasonably necessary to prevent ongoing harm, legal exposure, or security risk.

In addition to suspending or terminating your access to the Software Services in accordance with this clause 3(b), we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, or injunctive redress. Even after your right to use the Software Services is terminates, this Agreement will remain enforceable against you. All provisions which by their nature should survive to give effect to those provisions shall survive the termination of this Agreement.

Neither Customer nor PerfectServe shall be liable to the other for compensation, reimbursement for investments or expenses, lost profits, loss of goodwill, incidental or consequential damages, or damages of any other kind or character, because of any exercise of its right to terminate this Agreement, as provided hereunder, or because of any election to refrain from extending the duration of this Agreement.

At PerfectServe’s sole discretion, we may modify or discontinue the Software Services, or we may modify, suspend or terminate your access to the Software Services, for any reason, with or without notice to you and without liability to you or any third party.

5. ELIGIBILITY & REGISTRATION INFORMATION.

By accessing or using the Software Service(s) in any way, clicking a button or taking similar action to signify your affirmative acceptance of this Agreement, you hereby represent:

You have read, understand, and agree to be bound by this Agreement and any future amendments and additions to this Agreement as published from time to time at this link or through the Software Service(s);
You are 16 older;
You have the authority to enter into the Agreement personally or on behalf of your company. Except as otherwise provided herein, if you do not agree to be bound by the Agreement, you may not access or use the Software Service(s); and
You will comply with all applicable laws, including those of the country, state, and city in which you are present while using the Software Services.

Customer agrees to provide accurate, current, and complete information required to register with the Software Service(s) and at other points as may be required in the course of using the Software Service(s) (“Registration Data”). Customer further agrees to maintain and update its Registration Data as required to keep it accurate, current, and complete. PerfectServe may terminate Customer’s rights to any or all of the Software Service(s) if any information Customer provides is false, inaccurate or incomplete. Customer agrees that PerfectServe may store and use the Registration Data Customer provides for use in maintaining Customer’s account and billing fees.

6. PRICING/CUSTOMER’S INVOICE.

Subject to any separate written agreement between Customer and PerfectServe, PerfectServe may change the pricing for its Software Service(s) according to the terms under Software Service(s) Fees and Invoicing of any Order Form or Change Order Form executed between PerfectServe and Customer. Customer’s invoice shall describe Customer’s charges (including any applicable sales tax) and may, from time-to-time, include other important information. Customer should read everything Customer receives in its invoice envelope. Unless otherwise specified in an Order Form or Change Order Form, PerfectServe invoices base charges monthly in arrears and all usage charges monthly in arrears and Customer agrees to pay its invoice within thirty (30) days of the date of the invoice. If PerfectServe does not receive payment in full within such time period, PerfectServe may, to the extent permitted by law, charge a late fee of up to 1½ percent a month (18 percent annually) or a flat $5 on unpaid balances, whichever is greater; provided, however, that if applicable law mandatorily requires a lower rate of interest, such lower rate shall apply to the extent required by law. PerfectServe may also charge for any collection agency fees billed to PerfectServe for trying to collect from Customer. PerfectServe may charge Customer up to $25 for any returned check, subject to applicable law. If Customer signs a credit card billing authorization that PerfectServe accepts, Customer is authorizing PerfectServe to charge any amounts Customer owes PerfectServe, then or later, and to demand immediate payment from the card issuer. If Customer pays online through the PerfectServe website at https://www.perfectserve.com, https://www.lightning-bolt.com, or https://www.telmediq.com, that payment is made through use of a third party payment processor, and payment information Customer provides is sent directly to that third party. Please be aware that PerfectServe does not control, nor is it responsible for, the privacy policies or information practices of the third-party payment processors. Customer should review the privacy policies posted on its site. See Paragraph 21, “Privacy”, below.

The fees and any other amounts payable pursuant to this Agreement herein are exclusive of all national, state, regional, local municipal or other taxes and fees including, but not limited to, excise, sales, use, property, ad valorem, intangibles, goods and services and value added taxes, customers duties and registration fees, now in force or enacted in the future, and all such taxes and fees, except taxes based on PerfectServe’s net worth, capital or net income, shall be paid directly by You, or if paid by PerfectServe, You will reimburse PerfectServe.
Once initiated via an Order Form and/or Change Order Form, Customer hereby expressly acknowledges and agrees that it will abide by such terms therein as regards the license count it is responsible for. Customer shall not be eligible to unilaterally reduce license counts for Software Service(s) purchased pursuant to any valid Order Form and/or Change Order Form until the end of the then current Term.

Notwithstanding anything herein to the contrary, in the event that the Customer begins using a Software Service(s) which is available for a higher license fee than the Software Service(s) for which the Customer was initially licensed (for example, a Telmediq Customer is contracted for Smart Pager Software Service(s) but begins using Smart Answer Software Service(s)), PerfectServe reserves the right to invoice Customer for any and all additional applicable Software Service(s) fees at or after such time as PerfectServe becomes aware of the new Software Service(s) use. Customer shall not, however, be eligible for a price reduction in the event it downgrades its use to a lower priced Software Service(s) license until the end of the then current Term except as may be indicated in a written agreement signed by both the Customer and PerfectServe.

7. GRANT OF LICENSE; ACCESS; RESTRICTIONS.

Access. PerfectServe hereby grants Customer a revocable, non-exclusive, non-transferable license to use the Software Service(s), solely for its internal business purposes, subject to the terms and conditions of this Agreement. Your access privileges, however, are conditioned on your adherence to the terms of this Agreement. We reserve the right to temporarily deny you access to the Software Software(s) or permanently terminate your access privileges at any time if, in our sole discretion, you have failed to abide by the terms of this Agreement or appear to us likely to do so. By agreeing to grant you access, we do not obligate ourselves to do so or to maintain the Services, or to maintain it in its present form, and we expressly reserve the right to modify, suspend, or terminate your access privileges. PerfectServe does not guarantee uninterrupted or error-free availability or access to the Services. All rights not expressly granted to Customer are reserved by PerfectServe.
Prohibited Uses. You understand, acknowledge and agree that any access or use of the Services shall be for your internal business use only, and not for any other commercial purposes, and you will not commercially exploit any portion of the Software Services.
Privileges Nontransferable. Your access privileges may not be transferred by you to any third parties.
Passwords and Security. You agree not to disclose to anyone your confidential password and to notify us immediately if there has been a breach of your security that affects our Software Services.

8. ACCEPTABLE USE POLICY.

Without limiting the generality of the foregoing, except as otherwise provided herein, Customer agrees that by using the Software Services:

You shall not license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Software Service(s) or the Content in any way.;
You will only use the Software Services for lawful purposes, and not for deceptive or fraudulent purposes; you will not send or store any unlawful material.
You will not use the Software Services to cause nuisance, annoyance or inconvenience.
You will not use the Services, or any content accessible through the Services, for any commercial purposes, including but not limited to contacting, advertising to, soliciting or selling to any Users.
You will not modify or make derivative works based upon the Software Service(s) or the Content.
You will not violate the publicity or privacy rights of another individual.
You will not copy or distribute any content displayed through the Services.
You will not create or compile, directly or indirectly, any collection, compilation or other directory from any content displayed through the Services except for your personal non-commercial use.
You agree that the information you provide to us or otherwise communicate with us is accurate.
You will not use the Software Services in any way that could damage, disable, overburden or impair any of our servers, or the networks connected to any of our servers.
You will not attempt to gain unauthorized access to any part of the Software Services and/or to any service, account, resource, computer system, and/or network connected to any of our servers.
You will not create Internet “links” to the Software Service(s), deep-link to the Software Services, access the Software Services manually or with any robot, spider, web crawler, extraction software, automated process and/or device to scrape, copy or monitor any portion of the Software Services or any content on the Software Services, or “frame” or “mirror” any Content on any other server or wireless or Internet based device.
You will report any errors, bugs, unauthorized access methodologies or breach of our intellectual property rights that you discover in your use of the Software Services.
You will not impersonate another person, act as another entity without authorization, or create multiple accounts.
Your self-submitted content (“User Content”) does not contain materials that solicits personal information from anyone under 18 or exploits people under the age of 18 in a sexual or violent manner, and your User Content does not violate any federal or state laws concerning child pornography or otherwise intended to protect the health or wellbeing of minors.
Your User Content does not violate any state or federal law designed to regulate electronic advertising.
Your User Content does not contain pictures, data, audio, or visual files, or any other content that is excessive in size, as determined by us in our sole discretion.
Your User Content will not contain any material deemed illegal or inappropriate, and that you or your User Content may be subject to remedial actions if found to violate this Agreement.
You will not use any part of our Software Services, including any outputs from PerfectServe’s AI Technology, to develop any artificial intelligence (or similar) models, unless you receive our express consent.

Customer shall designate to PerfectServe Customer’s Authorized Users up to the number of licenses provided for in an applicable Order Form. Authorized Users may be reassigned from time to time to new Authorized Users who are replacing former Authorized Users who are no longer members of the Customer’s staff, have terminated employment or otherwise changed job status or function and no longer use the Software Service(s).

9. PERFECTSERVE’S AI TECHNOLOGY TERMS.

Some Software Services, including Software Services intended for individual users, may include access to PerfectServe AI Technology. “PerfectServe AI Technology” means any artificial intelligence, machine learning, automated, algorithmic, voice-enabled, conversational, classification, routing, decision-support, or other AI-enabled technology, tools, models, systems, features, prompts, workflows, configurations, and related functionality made available by or on behalf of PerfectServe as part of the Software Services, including chat-based interfaces, intelligent voice assistant functionality, call intake, classification, transcription, summarization, routing support, and other AI-enabled features. As between the parties, PerfectServe retains all right, title, and interest in and to PerfectServe AI Technology, including its models, algorithms, prompts, workflows, configurations, software, documentation, improvements, and related technology. No rights are granted except as expressly set forth in the Agreement.

PerfectServe’s AI Technology Content. You or your end-users may provide input to PerfectServe’s AI Technology (“input”) and receive output from PerfectServe’s AI Technology based on the input (“output”). Input and output are collectively referred to as “Content.” You are responsible for such Content, including ensuring that it does not violate any applicable law or these Terms. You represent and warrant that you have all rights, licenses, and permissions needed to provide input into PerfectServe’s AI Technology.

Accuracy. We are constantly working to improve PerfectServe’s AI Technology to make the product more accurate and reliable. PerfectServe AI Technology is intended to support and facilitate use of the Software Services. It does not replace professional judgment, independent review, or Customer’s responsibility for its own decisions, workflows, configurations, communications, and use of the Software Services. Given the probabilistic and evolving nature of artificial intelligence and machine learning technologies, Output may be inaccurate, incomplete, delayed, duplicative, inconsistent, or not suitable for a particular use case. PerfectServe does not warrant or guarantee the accuracy, completeness, validity, reliability, availability, or suitability of any Output. You and your end users are responsible for evaluating Output for accuracy and appropriateness before relying on, using, sharing, or acting on it, including through human review where appropriate. PerfectServe AI Technology does not provide medical, clinical, legal, employment, financial, or other professional advice. PerfectServe AI Technology is not intended to diagnose, treat, prevent, or manage any medical condition; determine clinical urgency; independently triage patients; make clinical decisions; or replace the judgment of qualified healthcare professionals. PerfectServe AI Technology is not an emergency service and should not be used as the sole means for emergency, urgent, life-safety, or time-sensitive communications. Customer is responsible for maintaining appropriate emergency, backup, escalation, and human review procedures.

Similarity of Output. We may use any Content to provide, maintain, develop, train, and improve PerfectServe’s AI Technology which may include complying with applicable law, enforcing out policies, and keeping our Software Services, including PerfectServe’s AI Technology, safe. In addition, we may review submitted input and output generated to improve the quality of our Software Services and PerfectServe’s AI Technology.

In addition, when you or your end-users use PerfectServe’s AI Technology, you understand and agree that:

We do not warrant or guarantee the accuracy and validity of PerfectServe’s AI Technology’s output, and it is your responsibility to validate the accuracy and validity of PerfectServe’s AI Technology.
You will not rely on output from PerfectServe’s AI Technology as a sole source of truth or factual information, or as a substitute for professional advice.
You will evaluate PerfectServe’s AI Technology for accuracy and appropriateness for your use case, including using human review as appropriate, before using or sharing output from PerfectServe’s AI Technology.
You will not provide, share, or otherwise use confidential information, including personal information, in your input to PerfectServe’s AI Technology, unless you have provided the necessary privacy notices and obtained necessary consents for the processing of such information by PerfectServe’s AI Technology and using our third-party AI vendors in such processing.
You will not use outputs from PerfectServe’s AI Technology to provide tailored professional advice, including legal, employment or healthcare advice, without review by a qualified professional.
You will not represent that outputs are human generated when they are not.
You will not use any part of our Software Services, including any outputs from PerfectServe’s AI Technology, to develop any artificial (or similar) models, unless you receive our express consent.
You will not automatically or programmatically extract data or outputs from our Software Services.
You will not interfere with or disrupt our Software Services, including circumventing any rate limits or restrictions, bypassing any protective measures or safety mitigations we put on our Software Services, or initiating or facilitating Content-based attacks or jailbreaking.

Confidential Information, Personal Data, and PHI. You and your end users will not submit or make available Confidential Information, Personal Data, PHI, or other regulated information to PerfectServe AI Technology unless such use is permitted under the Agreement, applicable Order Form, Business Associate Agreement, Data Processing Agreement, applicable privacy notices, and applicable law. Where Input includes Personal Data, PHI, or other regulated information, Customer is responsible for ensuring that it has provided all required notices, obtained all required consents or authorizations, and has a lawful basis for such processing. PerfectServe will process such information in accordance with the Agreement and applicable data protection terms.

Third-Party AI Providers. PerfectServe AI Technology may use or rely on third-party artificial intelligence, machine learning, cloud, transcription, speech-to-text, text-to-speech, hosting, infrastructure, or other service providers. Such providers may process Input, Output, metadata, or related information solely as necessary to provide, support, secure, or improve the applicable Software Services, subject to applicable contractual, security, privacy, and data protection obligations.

10. INFORMATION ON OUR SERVICES.

While we will always use our best efforts to ensure the accuracy and completeness of information provided on our Software Services, we cannot guarantee the accuracy, adequacy, quality, or suitability of any data on our Software Services and expressly disclaim liability for errors and omissions in the contents of our Software Services. Any use or reliance on any content or materials posted via the Software Services or obtained by you through the Software Services is at your own risk. Any link to a website or phone number owned by a third party does not constitute an endorsement, approval, association, sponsorship, or affiliation with the linked site or phone number.

11. USER SUBMISSIONS AND CONTENT.

We may provide you with interactive opportunities through the Software Services. You represent and warrant that you are the owner of, or otherwise have the right to provide, all User Content that you submit/post and/or otherwise transmit through the Software Services. You hereby grant us a perpetual, irrevocable, transferable, fully paid, royalty-free, non-exclusive, worldwide, fully sublicensable right and license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works, distribute and/or otherwise use the User Content in connection with our business and in all forms now known or hereafter invented, without notification to and/or approval by you, except as otherwise required by law.

Feedback. You agree that any submission of ideas, suggestions, and/or proposals to us through our suggestion, feedback or similar pages (“Feedback”) is at your own risk and that we have no obligations (including, without limitation, obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback and you hereby grant us a perpetual, irrevocable, transferable, fully paid, royalty free, non-exclusive, worldwide, fully sublicensable right and license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works, distribute, and/or otherwise use such Feedback, except as required by law.

12. PROPRIETARY RIGHTS

PerfectServe, or its licensor(s) (where applicable), retains all rights, title and interest in and to the Software Service(s), including all source code, object code, data, information, copyrights, trademarks, patents, inventions and trade secrets embodied therein, and all other rights not expressly granted to Customer hereunder. Nothing in this Agreement constitutes a waiver of any of PerfectServe’s rights under the intellectual property laws of the United States or any other jurisdiction or under any other federal, state, or foreign laws.

This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Software Services, or any intellectual property rights owned by us. Our name, logo, and the product names associated with the Software Services are our trademarks or belong to third parties, and no right or license is granted to use them. You agree that you will not remove, alter, or obscure any copyright, trademark, service mark or other proprietary notices incorporated in or accompanying the Software Services.

13. THIRD-PARTY INTERACTIONS.

The Software Services may contain links to or display content originating from third-party websites and advertisements (collectively, “Third-Party Websites & Advertisements”). Such Third-Party Websites & Advertisements are not under our control. We are not responsible for any Third-Party Websites & Advertisements. We do not review, approve, monitor, endorse, warrant, or make any representations with respect to such Third-Party Websites & Advertisements, or their products or services. When you click on a link to a Third-Party Website or Advertisement, we will not warn you that you have left our Software Services and will not warn you that you are subject to the terms and conditions (including privacy policies) of another website or destination. You use all links in Third-Party Websites & Advertisements at your own risk. You should review applicable terms and policies, including privacy and data gathering practices of any Third-Party Websites, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

14. CUSTOMER DATA.

PerfectServe does not own Customer Data. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and PerfectServe shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. PerfectServe reserves the right to make use of de-identified and otherwise non identifying data associated with such Customer Data (“Metadata”) in a reasonable manner as PerfectServe sees fit subject to its sole discretion. To the extent applicable law imposes any restrictions on such use, PerfectServe shall comply with such requirements.

15. WARRANTIES AND DISCLAIMERS.

You expressly understand and agree that to the fullest extent of law, your use of the Software Services is entirely at your own risk. Changes are periodically made to the Software Services and may be made at any time without notice to you. The Software Services are provided on an “as is” basis without warranties of any kind, either express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose and non-infringement. We make no warranties or representations about the accuracy, reliability, completeness or timeliness of the content made available through the services, or the text, graphics or links.

We do not warrant that the services will operate error-free or that the Software Services are free of computer viruses and other harmful malware. If your use of the Software Services results in the need for servicing or replacing equipment or data, we shall not be responsible for those economic costs.

Any use of outputs from PerfectServe’s AI Technology is at your sole risk and you will not rely on outputs as a sole source of truth or factual information, or as a substitute for professional advice.

16. LIMITATION OF LIABILITY.

Under no circumstances and under no legal theory (whether in contract, tort, or otherwise) shall PerfectServe be liable to you or any third party for (a) any indirect, incidental, special, exemplary, consequential or punitive damages, including lost profits, lost sales or business, lost data or data breach, or (b) for any direct damages, costs, losses or liabilities (including attorneys’ fees) in excess of the fees paid or payable by you in the six (6) months preceding the event giving rise to your claim or, if no fees apply, one hundred ($100) us dollars. The provisions of this section allocate the risk under this Agreement between the parties, and the parties have relied on these limitations in determining whether to enter into this Agreement. Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. In these states, our liability will be limited to the greatest extent permitted by law.

We make no representations or warranties with respect to the Software Service(s), or any other items or services provided by us, including, without limitation, any implied warranty arising by usage of trade, course of dealing or course of performance, any implied warranty of merchantability or fitness for a particular purpose and any implied warranty of non-infringement. You acknowledge that the Software Service(s) (including any services or other hardware, software and any other items used or provided by us in connection with the software service(s)) are provided “as is” and that we make no warranty that the services will be free from bugs, faults, defects or errors or that access to the Software Service(s) will be uninterrupted.

17. COMPLIANCE

Customer agrees not to use or disclose personal data or individually identifiable information in violation of any applicable data privacy or security laws in the relevant jurisdiction(s), which may include, but is not limited to, HIPAA. While PerfectServe offers various products and services that can help reduce privacy and security risks when used as part of Customer’s comprehensive risk management plan, privacy and security compliance requires Customer’s active participation. Please note that Lightning Bolt physician scheduling Software Service(s) are not intended for the processing of sensitive or regulated health information (including protected health information or special category health data) and should not be used in a manner that would subject such services to heightened regulatory requirements under applicable lawTo the extent allowable pursuant to applicable law, Customer agrees to indemnify and will hold harmless PerfectServe from any and all instances of any unauthorized or non-compliant introduction, use, or disclosure of regulated or sensitive personal data (including health-related data) within the Lightning Bolt Software Service(s) by the Customer. PHI imported into the Lighting Bolt Software Services by the Customer.

18. DISCLAIMER: CERTAIN THIRD-PARTY SERVICES.

Customer acknowledges and agrees that functionalities, capabilities or services provided to its authorized user directly by third parties (“third-party services”), including, without limitation, services that are innate to a particular mobile device (such as use of “Siri” dictation service on an iPhone) are not provided by PerfectServe and do not constitute “Software Service(s)” under this agreement. Customer remains solely responsible for adopting appropriate safeguards with respect to such third-party services (including, where appropriate, policies and procedures prohibiting authorized users from using certain third-party services to send, receive, maintain or transmit protected health information), and for the accuracy, security and privacy of communications sent, received, maintained or transmitted using such thirdparty services, including, putting in place business associate agreements with any such third parties, if required by HIPAA.

19. DISCLAIMER: COMMUNICATIONS MADE OUTSIDE OF PERFECTSERVE PLATFORM.

Texting and other communications of protected health information that customer or its authorized users request PerfectServe to relay outside of the PerfectServe communications platform (including, for example, where customer or an authorized user requests that PerfectServe relay a message by SMS text) pose heightened privacy and security risks. Customer acknowledges and agrees that it is its sole responsibility to determine, as part of its HIPAA risk analysis, whether to prohibit or permit such communications and, to the extent such communications are permitted, to implement appropriate safeguards (including policies, procedures and training of all authorized users) to manage these risks to a reasonable and appropriate level consistent with HIPAA.

20. DIRECTION AS TO COMMUNICATIONS OUTSIDE OF PERFECTSERVE PLATFORM.

Customer hereby authorizes and directs PerfectServe to communicate outside of the PerfectServe communications platform as necessary for the Software Service(s), including without limitation, to make communications to any mobile device and in any manner (including by SMS text) designated by Customer or any Authorized User. PerfectServe agrees to comply, within thirty (30) days of our receipt of same, with Customer’s reasonable direction to PerfectServe as to the types and amounts of Protected Health Information that may, consistent with Customer’s risk analysis, be included in any such communications originating from PerfectServe, or with any written direction from Customer prohibiting PerfectServe, consistent with Customer’s risk analysis, from relaying communications of Protected Health Information outside of the PerfectServe communications platform. Any additional costs associated with PerfectServe’s compliance with such directives shall be borne by Customer.

21. ACCEPTANCE OF BUSINESS ASSOCIATE ADDENDUM (BAA) OR DATA PROCESSING AGREEMENT (DPA) AS DEFAULT STANDARD.

For Users in the United States: By accepting this Agreement, Customer agrees that PerfectServe’s use or disclosure of Protected Health Information (“PHI”) and/or Electronic Protected Health Information (“EPHI”) under this Agreement or otherwise in connection with the provision of the Software Service(s) to Customer shall be governed by the form of Business Associate Agreement maintained by PerfectServe on its website at https://www.perfectserve.com/business-associate-addendum/ (the “Business Associate Addendum” or “BAA”).

For Users in the United Kingdom (“UK”): To the extent PerfectServe processes personal data on behalf of Customer, such processing shall be subject to the UK General Data Protection Regulation (“UK GDPR”), the Data Protection Act 2018, and other applicable data protection laws, and shall be governed by a data processing agreement (“DPA”) between the parties. PerfectServe shall make available a standard-form DPA for Customer’s review and execution.

For all Users: Customer acknowledges and agrees that PerfectServe may amend the terms of the website BAA or DPA from time to time and that such amended terms shall be effective upon posting to our website. Customer and PerfectServe both agree that this Section 20 shall be of no force and effect, and the website BAA/DPA shall not apply, to the extent where the parties otherwise maintain during the term in full force and effect a written Business Associate Agreement and/or DPA (as applicable) signed by both parties that complies with HIPAA (or is deemed to comply with HIPAA as a result of “grandfathering” during the period of such deemed compliance) or other applicable law.

22. PRIVACY

PerfectServe is dedicated to preserving Customer’s privacy. We have adopted a privacy policy outlining our personal data collection and use practices. Please refer to it for details about how we collect and use your personal information. By agreeing to the terms of this Agreement, you are automatically agreeing to our privacy policies at https://www.perfectserve.com/privacypolicy/, https://www.lightning-bolt.com/privacy/, or https://www.telmediq.com/privacy-policy, which are incorporated herein by reference.

23. INDEMNIFICATION.

Customer agrees to defend, indemnify and hold harmless PerfectServe and its officers, directors, employees, agents and affiliates (each an “Indemnified Party”), from and against any and all actions, causes of action, suits, claims, demands, damages, liabilities, losses, penalties, fines, costs and expenses (including without limitation attorneys’ fees, disbursements, court costs, and expenses) that may be incurred by an Indemnified Party arising from or in connection with, relating or resulting from: (i) Customer’s use of the Software Service(s) or any Content, including your User Content (ii) Customer’s violation of this Agreement, (iii) any other matter arising under or relating to this Agreement (iv) your misuse of the Software Services; or (v) your violation of any applicable laws, rules or regulations through or related to the use of the Software Services.

In the event of any claim, allegation, suit or proceeding alleging any matter potentially covered by the agreements in this Section, you agree to pay for the defense of the Indemnified Party, including reasonable costs and attorneys’ fees incurred by the Indemnified Party. We reserve the right, at our own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defenses. This provision does not require you to indemnify any Indemnified Party for any unconscionable commercial practice by such party, or for such party’s negligence, fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Software Services. You agree that the provisions of this Section will survive any termination of your account, this Agreement, or your access to the Software Services.

24. DISPUTE RESOLUTION

Any dispute, controversy, or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be finally resolved by binding arbitration administered by JAMS in accordance with its then-current rules. The seat of arbitration shall be New York, and the language of the arbitration shall be English. Nothing in this Section shall prevent either party from seeking interim or injunctive relief in a court of competent jurisdiction.

25. MODIFICATION/AMENDMENT OF THIS AGREEMENT.

This Agreement may be amended from time to time by PerfectServe, by notifying Customer of such amendments in writing. Such written notice shall be effected by posting such new terms and amendments to the PerfectServe website. Such amendments shall be effective thirty (30) days after notice, subject to Customer’s right to terminate this Agreement as described herein. Customer’s continued use of the Software Service(s) following such thirty (30) day period will constitute acceptance of the modified Agreement. Accordingly, Customer should revisit PerfectServe’s websites at https://www.perfectserve.com/terms-conditions/, https://www.lightning-bolt.com/legal/, or https://www.telmediq.com/terms-of-use on a regular basis.

26. SEVERABILITY

If any provision in this Agreement should be held illegal or unenforceable by a court of competent jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent or severed from this Agreement if no such modification is possible, and all other provisions of this Agreement shall remain in full force and effect.

27. ASSIGNMENT.

Customer may not assign this Agreement without the prior written consent of PerfectServe. PerfectServe may assign this Agreement in its sole discretion.

28. WAIVERS.

PerfectServe’s failure to act on any breach of any provision hereof shall not be construed as a waiver of the enforcement of any such provision unless PerfectServe agrees to such waiver in writing. A waiver of any part of this Agreement in one instance will not be deemed a waiver of any other part or any other instance.

29. ENTIRE AGREEMENT/GOVERNING LAW.

This Agreement (which may include the Business Associate Addendum), together with any separately executed Order Form(s), Change Order Form(s) or written Business Associate Agreement, constitutes the entire understanding between the Customer and PerfectServe with respect to the subject matter hereof and supersedes all prior representations, agreements, negotiations and discussions between Customer and PerfectServe. The validity and effectiveness of this Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to the provisions, policies or principles of any state law relating to choice or conflict of laws, and those of the United States of America.

Any legal action or proceeding with respect to this Agreement may be brought exclusively in the federal or state courts located in or having jurisdiction over Delaware. Service of process shall be made in any manner allowed by applicable law. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement and is hereby disclaimed. Both Customer and PerfectServe agree to comply with all Terms and Conditions set forth on https://www.perfectserve.com, https://www.lightning-bolt.com, or https://www.telmediq.com (which may be subject to change from time to time as provided therein), except to the extent that such Terms and Conditions conflict with any terms contained within a separate signed Master Services Agreement between Customer and PerfectServe. If any conflict or variation exists between the signed Master Services Agreement and the Terms and Conditions on the applicable PerfectServe website, the terms of the signed Master Services Agreement shall prevail and, as such, the conflicting or varying language contained within the Terms and Conditions on the PerfectServe website shall not apply. All indexes, titles, subject headings, section titles, and similar items are provided for the purpose of reference and convenience and are not intended to be inclusive, definitive, or to affect the meaning or scope of this Agreement.

30. ELECTRONIC COMMUNICATIONS.

For contractual purposes, you (1) consent to receive communications from us in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. This paragraph does not affect your statutory rights.

31. PUBLICITY

You grant PerfectServe the right to use Your name, logo, city, and state in press releases, brochures, case studies, marketing materials, the PerfectServe website and similar materials indicating that You are a customer of PerfectServe.

31. CONTACT INFORMATION

If You have any questions regarding this Agreement, the Software Services, billing, support, or other matters, you may contact PerfectServe as follows:

PerfectServe, Inc.
1221 Brickell Ave, Suite 1090
Miami, FL 33131
United States

Telmediq Systems, Ltd.
2200 HSBC Building
885 W Georgia St.
Vancouver, BC V6C 3B8
Canada

For customer support, you may contact PerfectServe at (877) 844-7727. For sales inquiries, you may contact sales@perfectserve.com. For RFP-related inquiries, you may contact rfx@perfectserve.com.

For legal notices under this Agreement, notices should be sent to:

PerfectServe, Inc.
Attn: Legal Department
1221 Brickell Ave, Suite 1090
Miami, FL 33131
United States
Email: legal@perfectserve.com