IMPORTANT: THESE TERMS FORM A BINDING CONTRACT. THEY INCLUDE AUTOMATIC MONTHLY RENEWAL TERMS FOR CUSTOMER SUBSCRIBERS, A MANDATORY ARBITRATION AGREEMENT, A CLASS ACTION WAIVER, WARRANTY DISCLAIMERS, AND LIMITATIONS OF LIABILITY. PLEASE READ THEM CAREFULLY.
KronosOps is a cloud-based software-as-a-service application offered by HealthTech Advisors, Inc., a management consulting and services company. These Terms of Service (the “Terms”) govern access to and use of KronosOps, including its websites, applications, software, features, artificial-intelligence-enabled functions, support services, and related services (collectively, the “Service”).
In these Terms, “HealthTech Advisors,” “HTA,” “KronosOps,” “we,” “us,” and “our” refer to HealthTech Advisors, Inc. The terms “Subscriber,” “you,” and “your” refer to the person or legal entity that accepts these Terms, purchases or receives access to the Service, or on whose behalf an account is created.
If you accept these Terms on behalf of a company or other organization, you represent and warrant that you have authority to bind that entity. In that case, “you” and “Subscriber” refer to that entity and its authorized users.
SECTION A — GENERAL PLATFORM TERMS
1. Agreement to These Terms
You must accept these Terms to create or use a KronosOps account.
By clicking an acceptance checkbox or button, creating an account, purchasing a subscription, accessing the Service, or permitting users to access the Service under your account, you agree to these Terms and any order form, pricing page, subscription confirmation, Privacy Statement, or other written terms expressly incorporated by reference (collectively, the “Agreement”). If there is a conflict, an executed written order form or amendment signed by HTA controls only as to the conflict.
You represent that you are at least 18 years old, are legally capable of entering into a binding contract, and will use the Service only in compliance with applicable law and this Agreement.
2. Subscriber Types
KronosOps currently supports Founder Subscribers and Customer Subscribers.
2.1 Founder Subscriber. A “Founder” is a subscriber who purchased Founder access during an authorized KronosOps launch period. Subject to continued compliance with this Agreement, Founder access includes lifetime use of the Service without recurring KronosOps subscription fees for the Founder entitlement purchased.
For purposes of this Agreement, “lifetime” means only the period during which KronosOps is commercially sold and supported by HTA. Lifetime access does not mean the lifetime of an individual, company, account, technology, or successor product and does not obligate HTA to operate KronosOps indefinitely. Founder access may end if KronosOps is permanently discontinued, the Founder materially breaches this Agreement, the account is used unlawfully or fraudulently, or continued service is prohibited by law.
Founder status is personal to the purchasing Subscriber and may not be sold, assigned, transferred, sublicensed, or converted into cash or credit without HTA’s prior written consent. Unless an applicable purchase offer expressly states otherwise, Founder access does not automatically include future premium products, third-party services, separately priced add-ons, professional services, or successor products.
2.2 Customer Subscriber. A “Customer” is a company or other business entity that purchases a recurring monthly KronosOps subscription. Customer pricing is based on the number of user accounts or seats included in the Customer’s subscription, at the rates disclosed at the time of purchase or subsequently changed in accordance with this Agreement.
3. Accounts, Administrators, and Authorized Users
Your Company Administrator controls the company account and is responsible for authorized users.
Each Customer account must designate at least one Company Administrator. The Company Administrator may add, remove, or manage authorized users and may have access to account settings, subscription information, user information, and Customer Content, depending on Service functionality.
Subscriber is responsible for: (a) ensuring that account information is accurate and current; (b) protecting credentials and authentication methods; (c) all activity occurring through its accounts, except to the extent caused by HTA’s breach of this Agreement; (d) promptly disabling access for users who are no longer authorized; and (e) ensuring that all authorized users comply with this Agreement.
Individual login credentials may not be shared. Subscriber must promptly notify HTA through KronosOps support if it suspects unauthorized access, credential compromise, account takeover, or other security incident involving the Service.
If a dispute arises concerning who is authorized to act as Company Administrator, HTA may require reasonable evidence of authority and may temporarily restrict administrative changes while the dispute is reviewed. HTA is not responsible for resolving internal ownership, employment, or governance disputes.
4. Rights to Use the Service
Your right to use KronosOps is limited, non-exclusive, and conditioned on compliance with these Terms.
Subject to the Agreement and payment of all applicable fees, HTA grants Subscriber a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the applicable subscription or Founder entitlement period to access and use the Service for Subscriber’s internal business purposes.
The Service is licensed or provided as a hosted service; it is not sold. HTA and its licensors reserve all rights not expressly granted in the Agreement.
5. Changes to the Service and Terms
KronosOps will evolve. Features and these Terms may change.
HTA may update, enhance, modify, or discontinue features of the Service from time to time. HTA may also amend these Terms. Material changes will be communicated by posting updated Terms in the Service or on the KronosOps website, by email, or by another reasonable method. Unless a different date is stated, updated Terms become effective when posted.
If a change materially reduces Subscriber’s rights during a prepaid Customer subscription period, Subscriber may contact support to discuss available remedies. Continued use of the Service after the effective date of updated Terms constitutes acceptance, except where applicable law requires affirmative consent.
6. Privacy, Customer Content, and Data Rights
Your business data remains yours. KronosOps protects Customer Content in transit and at rest and limits how data is used with AI services.
“Customer Content” means data, text, files, records, comments, responses, employee or user information, configurations, and other information submitted to, stored in, transmitted through, or generated from Subscriber’s use of the Service, excluding HTA technology, Service metadata, and de-identified or aggregated data.
As between Subscriber and HTA, Subscriber retains its ownership rights in Customer Content. Subscriber grants HTA a worldwide, non-exclusive, royalty-free right to host, copy, transmit, display, process, and otherwise use Customer Content solely as reasonably necessary to provide, secure, support, maintain, troubleshoot, and improve the Service; comply with law; and enforce the Agreement.
Subscriber represents and warrants that it has all rights, permissions, notices, and consents necessary to provide Customer Content to HTA and to permit the processing contemplated by the Agreement, including with respect to information about employees, contractors, or other individuals.
Security and Encryption. HTA uses commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Content. Customer Content is encrypted while in transit using industry-standard transport encryption and is encrypted at rest within the systems used to provide the Service.
Cloud File Storage. Files uploaded to KronosOps are stored in Amazon Web Services (“AWS”) data-storage infrastructure. Uploaded files are not provided to, transmitted to, or processed by any AI large language model (“LLM”). AWS and any other infrastructure providers used by HTA may process or store data solely as necessary to provide, secure, maintain, back up, or support the Service, subject to applicable contractual and security controls.
HTA may create and use de-identified and aggregated usage, operational, performance, and statistical information that does not reasonably identify Subscriber or an individual for analytics, security, capacity planning, benchmarking, product improvement, and business operations.
Personal information is handled in accordance with the KronosOps Privacy Statement then in effect, which is incorporated into this Agreement by reference.
7. Artificial Intelligence and Automated Features
AI can assist users, but outputs require human review. KronosOps does not use user information to train LLMs, and uploaded files are never provided to the LLM.
The Service may include artificial intelligence (“AI”), machine learning, automated analysis, recommendations, summaries, drafting, scoring, or other automated functionality (collectively, “AI Features”). AI Features are intended to assist business users and are not a substitute for independent professional judgment, supervision, or decision-making.
Subscriber is responsible for reviewing AI-generated or AI-assisted outputs before relying on them or using them to make employment, compensation, performance, disciplinary, legal, financial, safety, or other material decisions. AI outputs may be inaccurate, incomplete, outdated, non-unique, or inappropriate for a particular situation.
HTA does not use Customer Content or other information provided by a user to train any LLM. Information provided by a user is not retained or stored by the AI platform used to provide AI Features. Uploaded files are not provided to, transmitted to, or processed by the AI LLM. These restrictions apply to HTA’s use of AI providers in connection with KronosOps, subject to any processing strictly necessary to deliver a user-requested AI interaction that does not involve uploaded files.
8. Acceptable Use and Prohibited Conduct
Use KronosOps lawfully and do not interfere with the Service or the rights of others.
Subscriber and its users may not, directly or indirectly:
- use the Service in violation of any law, regulation, court order, sanctions requirement, or third-party right;
- upload or process content that is unlawful, fraudulent, defamatory, harassing, malicious, infringing, or for which Subscriber lacks required rights or authority;
- introduce malware, ransomware, malicious code, or other material intended to disrupt, damage, or gain unauthorized access to systems or data;
- attempt to bypass authentication, security controls, usage limits, or access restrictions;
- probe, scan, test, scrape, crawl, or access the Service through automated means except through interfaces expressly authorized by HTA;
- reverse engineer, decompile, disassemble, copy, modify, translate, create derivative works of, or attempt to discover source code, models, algorithms, or non-public APIs of the Service, except to the limited extent such restriction is prohibited by law;
- resell, rent, lease, sublicense, timeshare, service-bureau, or otherwise make the Service available to third parties except as expressly permitted in writing;
- use KronosOps data, outputs, interfaces, or content to train or develop a competing artificial-intelligence, machine-learning, or software service without HTA’s written permission;
- impersonate another person or entity, misrepresent authorization, or use another user’s credentials;
- use the Service to make unlawful discriminatory decisions or to engage in unlawful employee monitoring or surveillance; or
- encourage or assist another person to do any of the foregoing.
9. Third-Party Services and Integrations
Third-party products may have their own terms, availability, and security practices.
The Service may interoperate with third-party applications, infrastructure, payment processors, authentication providers, communications services, AI providers, or other services. Third-party services are governed by their own terms and privacy practices. HTA is not responsible for third-party services, outages, changes, acts, omissions, or data handling, except to the extent HTA is legally responsible for its selection or management of a subprocesser.
Subscriber authorizes HTA to exchange Customer Content with third-party services that Subscriber enables or directs KronosOps to use, as reasonably necessary to provide the requested integration.
10. Support, Availability, and Beta Features
We aim to provide a reliable commercial service, but uninterrupted availability is not guaranteed.
HTA will provide support through the support channels made available in the Service. Unless a separate written service-level agreement applies, support response times, availability targets, maintenance windows, and service credits are not guaranteed.
HTA may perform scheduled or emergency maintenance and may temporarily restrict access when reasonably necessary to protect security, integrity, performance, or legal compliance.
Preview, experimental, beta, early-access, or similar features may be changed or discontinued at any time and are provided “AS IS” without warranties, support commitments, or service levels unless HTA states otherwise in writing.
11. Intellectual Property and Feedback
HTA owns KronosOps; Subscriber owns its Customer Content.
KronosOps, including its software, design, workflows, user interfaces, text, graphics, documentation, trademarks, service marks, databases, models, features, and underlying technology, is owned by or licensed to HTA and is protected by intellectual property laws.
If Subscriber or a user provides ideas, suggestions, enhancement requests, recommendations, corrections, or other feedback, Subscriber grants HTA a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free right to use and incorporate that feedback for any lawful purpose without restriction or compensation, provided HTA does not publicly identify Subscriber as the source without permission.
SECTION B — KRONOSOPS SUBSCRIPTION TERMS
12. Customer Subscription Billing and Automatic Renewal
Customer subscriptions are billed monthly in advance and renew automatically unless timely cancelled.
AUTOMATIC RENEWAL NOTICE
Customer subscriptions are charged monthly in advance. The initial monthly subscription fee is due when the Customer subscribes. Unless cancelled in accordance with Section 13, the subscription automatically renews each month and the payment method on file is charged on the same calendar day of each month as the original subscription date, or on the closest available day if that date does not occur in a particular month.
The monthly fee is based on the number of user accounts or seats for which Customer subscribes and the applicable pricing in effect for the subscription. Taxes, if applicable, may be added to the amount charged.
Customer authorizes HTA and its payment processor to charge the payment method on file for recurring subscription fees, applicable taxes, and other charges Customer has authorized. Customer must maintain complete and current billing and payment information.
If a payment is declined, reversed, disputed, expired, or otherwise not successfully processed, HTA may retry the payment, restrict functionality, suspend access, or terminate the subscription after reasonable notice, subject to applicable law. Customer remains responsible for amounts properly due.
13. Customer Cancellation
Only the Company Administrator can cancel, and the cancellation request must be submitted at least seven days before the next charge.
CUSTOMER CANCELLATION DEADLINE
To cancel a Customer subscription and prevent the next monthly subscription charge, the Customer’s Company Administrator must submit a cancellation support request using the support-request function within KronosOps at least seven (7) calendar days before the Customer’s next scheduled monthly subscription charge date.
A cancellation request submitted fewer than seven (7) calendar days before the next scheduled charge may not be processed before that charge. If the next monthly charge is processed because the cancellation request was submitted after the deadline, the cancellation will take effect at the end of the newly paid monthly subscription period unless HTA agrees otherwise in writing.
Deleting a user, ceasing use of the Service, removing payment information, disputing a charge, or communicating a cancellation request through a channel other than the in-application support-request function does not, by itself, cancel the Customer subscription.
Following an effective cancellation, Customer may continue to use the paid Service through the end of the then-current paid subscription period unless access is suspended or terminated for breach, security risk, unlawful conduct, or nonpayment.
14. Fees, Taxes, Price Changes, and Refunds
Fees are generally non-refundable, and future subscription pricing may change with notice.
Except where required by law or expressly stated in a written offer, all fees are non-refundable and non-creditable, including for partial months, unused user accounts, reduced usage, cancellation, or termination for Subscriber breach.
Customer is responsible for sales, use, excise, value-added, and similar transaction taxes imposed on its purchase or use of the Service, excluding taxes based on HTA’s net income.
HTA may change Customer subscription prices, seat prices, packaging, or included features. For existing monthly Customers, a price change will not take effect earlier than the next renewal occurring after at least thirty (30) days’ notice, unless a shorter period is required to address a new tax or government charge. Customer may cancel before the changed price becomes effective.
Notwithstanding the foregoing, a Customer that purchased a qualifying KronosOps Founding Member subscription through the KronosOps Founders offering is eligible for a one-time full refund of the amount paid for that Founding Member purchase if, after using KronosOps with its actual team for at least thirty (30) days, the Customer determines that the Service has not provided meaningfully better visibility into matters requiring management attention. To exercise this guarantee, the Customer’s Company Administrator must submit a written cancellation and refund request using the support-request function within KronosOps no earlier than thirty (30) calendar days and no later than forty-five (45) calendar days following the date of the original Founding Member purchase. Requests submitted before the thirtieth (30th) day or after the forty-fifth (45th) day are not eligible for a refund under this guarantee. Upon timely receipt and approval of an eligible request, HTA will cancel the applicable Founding Member subscription, delete the Founding Member’s account and all data, and refund the amount originally paid for that Founding Member purchase to the original method of payment. This guarantee applies only to the original Founding Member purchase and does not apply to subsequent subscription charges, add-on services, usage-based charges, or other fees unless expressly stated otherwise in writing by HTA.
15. Adding or Removing User Accounts
The number of subscribed user accounts affects Customer pricing.
Customer may manage user accounts as permitted by the Service. The subscription interface, order confirmation, or pricing page will identify how changes in subscribed user counts affect charges and when those changes become effective. Customer is responsible for reviewing subscription changes before confirming them. Reducing user accounts does not create a retroactive refund or credit unless HTA expressly states otherwise.
16. Suspension and Termination of KronosOps Services
We may suspend or terminate accounts to protect the Service, enforce these Terms, or address nonpayment or unlawful use.
HTA may suspend or restrict access immediately if reasonably necessary to: (a) prevent or respond to a security incident, fraud, abuse, or material threat; (b) comply with law or a government request; (c) prevent material harm to HTA, the Service, Subscriber, or another customer; or (d) address unauthorized access or prohibited use.
HTA may terminate the Agreement or a Subscriber account for material breach if the breach is not cured within ten (10) days after notice when cure is reasonably possible. HTA may terminate immediately for fraud, illegal activity, intentional security abuse, material intellectual-property infringement, repeated violations, or conduct that creates a substantial risk of liability or harm.
HTA may permanently discontinue KronosOps as a commercial service. If HTA does so, it will use commercially reasonable efforts to provide advance notice. For prepaid Customer fees covering a period after permanent discontinuation, HTA will provide no pro-rata refund for any unused prepaid period. Founder lifetime access ends when KronosOps is no longer commercially sold and supported, as described in Section 2.
17. Effect of Cancellation or Termination; Data Export
Plan for data export before access ends.
When a subscription or account ends, Subscriber’s right to access the paid Service ends at the conclusion of the applicable access period or earlier if access is terminated for cause. Subscriber is responsible for exporting Customer Content it wishes to retain before access ends.
After termination or cancellation, HTA may retain or delete Customer Content in accordance with its then-current data-retention, backup, legal, security, and privacy practices. HTA is not obligated to retain Customer Content indefinitely or to provide post-termination access unless required by law or agreed in writing.
Sections that by their nature should survive termination—including accrued payment obligations, intellectual property provisions, confidentiality-related obligations, disclaimers, limitations of liability, indemnification, dispute resolution, and general provisions—will survive.
SECTION C — RISK ALLOCATION AND LEGAL TERMS
18. Disclaimers
KronosOps is a business-management tool, not a guarantee of management outcomes or professional advice.
WARRANTY DISCLAIMER
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE, AI FEATURES, DOCUMENTATION, SUPPORT, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” HTA AND ITS LICENSORS DISCLAIM ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
HTA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, OR FREE OF HARMFUL COMPONENTS; THAT ALL DEFECTS WILL BE CORRECTED; THAT DATA WILL NEVER BE LOST; OR THAT OUTPUTS, RECOMMENDATIONS, ANALYSES, FORECASTS, AI RESULTS, OR OTHER INFORMATION WILL BE ACCURATE, COMPLETE, UNIQUE, OR SUITABLE FOR A PARTICULAR DECISION.
KRONOSOPS DOES NOT PROVIDE LEGAL, HUMAN-RESOURCES, EMPLOYMENT, TAX, ACCOUNTING, FINANCIAL, MEDICAL, OR OTHER LICENSED PROFESSIONAL ADVICE. SUBSCRIBER IS RESPONSIBLE FOR OBTAINING APPROPRIATE PROFESSIONAL ADVICE AND FOR ITS OWN POLICIES, DECISIONS, COMMUNICATIONS, EMPLOYMENT ACTIONS, AND COMPLIANCE OBLIGATIONS.
19. Limitation of Liability
The Agreement limits the types and amount of damages that may be recovered from HTA.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, HTA, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR ANTICIPATED SAVINGS; BUSINESS INTERRUPTION; LOSS, CORRUPTION, OR UNAVAILABILITY OF DATA; OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THE SERVICE OR AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF HTA AND THE OTHER HTA PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR AGREEMENT WILL NOT EXCEED: (A) FOR A CUSTOMER SUBSCRIBER, THE FEES ACTUALLY PAID TO HTA FOR KRONOSOPS DURING THE TWO (2) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) FOR A FOUNDER SUBSCRIBER, FIFTEEN (15) PERCENT THE AMOUNT ACTUALLY PAID BY THAT FOUNDER FOR THE FOUNDER ENTITLEMENT IF WITHIN THE FIRST YEAR OF USE.
The exclusions and limitations in this Section apply regardless of the theory of liability and even if a remedy fails of its essential purpose. They do not apply to liability that cannot lawfully be excluded or limited.
20. Indemnification
Subscriber is responsible for third-party claims caused by its content, unlawful use, or breach.
To the maximum extent permitted by law, Subscriber will defend, indemnify, and hold harmless HTA and its affiliates, officers, directors, employees, contractors, agents, and licensors from and against third-party claims, demands, proceedings, damages, judgments, settlements, penalties, fines, costs, and reasonable attorneys’ fees arising out of or relating to: (a) Customer Content; (b) Subscriber’s or its users’ unlawful or unauthorized use of the Service; (c) Subscriber’s violation of applicable law or third-party rights; or (d) Subscriber’s material breach of this Agreement.
HTA will provide reasonable notice of an indemnified claim and reasonable cooperation at Subscriber’s expense. Subscriber may control the defense with counsel reasonably acceptable to HTA, but may not settle a claim in a manner that admits wrongdoing by HTA, imposes non-monetary obligations on HTA, or fails to provide a complete release without HTA’s written consent.
21. Dispute Resolution; Mandatory Arbitration; Class Action Waiver
Most disputes must first be addressed informally and then resolved by individual binding arbitration rather than a jury trial.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.
21.1 Informal Resolution First. Before filing arbitration or a lawsuit, the party asserting a dispute must give the other party written notice describing the nature of the dispute, the relevant facts, and the relief requested. The parties will attempt in good faith to resolve the dispute for at least thirty (30) days after receipt of the notice. Notices to HTA must be sent to the mailing address in Section 27 and, if the Service provides a legal-notice email or support channel, through that channel as well.
21.2 Binding Arbitration. Except for disputes eligible for small claims court and claims seeking temporary or preliminary injunctive relief to protect intellectual property, confidential information, account security, or prevent unauthorized access, any dispute, claim, or controversy arising out of or relating to the Agreement or Service that is not resolved informally will be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) before one arbitrator under the AAA Commercial Arbitration Rules, as applicable.
The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement. The arbitrator may award any individual remedy available in court, subject to the limitations in this Agreement. Judgment on an arbitration award may be entered in any court of competent jurisdiction.
21.3 Location and Remote Proceedings. Unless the parties agree otherwise, arbitration will be conducted by video conference, telephone, written submissions, or in St. Lucie County, Florida, as determined by the arbitrator consistent with the AAA rules and the circumstances of the dispute.
21.4 Jury Trial Waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SUBSCRIBER AND HTA EACH WAIVE THE RIGHT TO A TRIAL BY JURY FOR ANY DISPUTE SUBJECT TO THIS SECTION.
21.5 Class and Representative Action Waiver. SUBSCRIBER AND HTA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF DIFFERENT PARTIES WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES.
21.6 Small Claims. Either party may bring an individual claim in a court of competent small-claims jurisdiction in Saint Lucie County, Florida if the claim qualifies and remains on an individual basis.
21.7 Severability of Arbitration Terms. If a court determines that a particular limitation in this Section is unenforceable as to a specific claim or remedy, that claim or remedy will proceed in the appropriate court only to the minimum extent required, and the remaining arbitrable claims will remain subject to arbitration to the extent permitted by law.
22. Governing Law and Venue
Florida law governs the Agreement.
Except to the extent federal law controls, the laws of the State of Florida govern the Agreement and all disputes arising out of or relating to it, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
For any dispute that is not subject to arbitration, Subscriber and HTA consent to exclusive jurisdiction and venue in the state or federal courts located in or serving St. Lucie County, Florida, and waive objections based on inconvenient forum, to the extent permitted by law.
23. Export Controls, Sanctions, and Legal Compliance
The Service may not be used where U.S. law prohibits access or transactions.
Subscriber may not access or use the Service in violation of U.S. export-control, sanctions, anti-boycott, or trade laws. Subscriber represents that it and its users are not prohibited parties and will not use the Service for prohibited end uses or in prohibited jurisdictions.
24. Electronic Communications and Contracting
You agree to receive legal and service communications electronically.
Subscriber consents to receive agreements, disclosures, invoices, renewal information, security notices, support communications, and other notices electronically, including through the Service and by email to addresses associated with the account. Electronic acceptance and electronic records have the same force and effect as signed paper records to the extent permitted by law.
Subscriber is responsible for maintaining a current email address and for monitoring in-application notices.
25. Notices
Formal notices should be sent to the addresses specified here.
Legal notices to HTA under this Agreement must be in writing and sent by nationally recognized overnight courier or U.S. certified mail, return receipt requested, to:
HealthTech Advisors, Inc. Attn: KronosOps Legal P.O. Box 880252 Port St. Lucie, FL 34988
HTA may provide notices to Subscriber by email, in-product notification, posting in the Service, or mail to the contact information associated with the account. Notice is effective when sent or posted, unless applicable law requires otherwise.
26. General Terms
These are standard contract provisions governing the Agreement as a whole.
26.1 Entire Agreement. The Agreement is the complete agreement between Subscriber and HTA concerning the Service and supersedes prior or contemporaneous proposals, discussions, representations, or agreements on the same subject, except for a written agreement expressly stated to supersede these Terms.
26.2 Assignment. Subscriber may not assign or transfer the Agreement without HTA’s prior written consent, except in connection with a merger, reorganization, or sale of substantially all assets where the successor is not a direct competitor of HTA and agrees in writing to assume the Agreement. HTA may assign the Agreement to an affiliate or in connection with a merger, financing, reorganization, sale of assets, or change of control.
26.3 No Waiver. A failure or delay to enforce a provision is not a waiver. A waiver must be in writing and applies only to the specific instance stated.
26.4 Severability. If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain in effect.
26.5 Force Majeure. HTA is not liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, internet or telecommunications failures, cloud-provider outages, utility failures, government actions, civil disturbances, epidemics, or widespread cyberattacks, provided HTA uses commercially reasonable efforts to mitigate the impact.
26.6 No Third-Party Beneficiaries. Except for HTA parties expressly protected by the disclaimers, limitations, and indemnification provisions, the Agreement creates no third-party beneficiary rights.
26.7 Independent Parties. HTA and Subscriber are independent contracting parties. The Agreement does not create a partnership, franchise, joint venture, fiduciary, employment, or agency relationship.
26.8 Headings and Explanatory Notes. Headings and italicized explanatory notes are for convenience only and do not limit or modify the operative terms.
26.9 Order of Precedence. If documents forming the Agreement conflict, the order of precedence is: (1) an amendment signed by authorized representatives of both parties; (2) an executed order form expressly referencing these Terms; (3) these Terms; and (4) other incorporated policies, unless a document expressly states a different priority.
27. Contact Information
Questions about the Service or these Terms may be submitted through KronosOps support.
HealthTech Advisors, Inc. KronosOps P.O. Box 880252 Port St. Lucie, FL 34988 Website: KronosOps.com
For account cancellation, Customer Company Administrators must use the support-request function within KronosOps as described in Section 13.
Subscriber Acknowledgment
BY ACCEPTING THESE TERMS ELECTRONICALLY OR USING THE SERVICE, SUBSCRIBER ACKNOWLEDGES THAT IT HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THIS AGREEMENT; THAT THE PERSON ACCEPTING HAS AUTHORITY TO BIND THE SUBSCRIBER; AND THAT SUBSCRIBER SPECIFICALLY AGREES TO THE AUTOMATIC RENEWAL, CANCELLATION, WARRANTY DISCLAIMER, LIMITATION OF LIABILITY, ARBITRATION, JURY-TRIAL WAIVER, AND CLASS-ACTION WAIVER PROVISIONS.