Cloud Anesthesia

Terms of Service

Version 1. This page reflects our current policy as of 2026-05-12. We are in the process of engaging outside counsel to review these terms and will publish any material updates here with reasonable advance notice. The substantive practices described in this document are the practices we follow today.

1. Definitions

2. The Service

2.1 Description

Cloud Anesthesia provides a multi-tenant software-as-a-service application for operating-room and anesthesia case scheduling, call-schedule management, board-running, user/role administration, audit logging, and related workflows for anesthesia groups, hospitals, and ambulatory surgery centers.

2.2 Access

Subject to Customer's compliance with the Agreement and payment of applicable fees, Cloud Anesthesia grants Customer and its Authorized Users a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Service solely for Customer's internal business operations.

2.3 Service Availability

Cloud Anesthesia uses commercially reasonable efforts to make the Service available 24/7, excluding: (a) scheduled maintenance windows announced in advance via the Service, email, or https://cloud-anesthesia.com; (b) circumstances beyond its reasonable control; and (c) emergency maintenance reasonably necessary to address security, stability, or integrity issues. As of the Effective Date, no formal Service Level Agreement ("SLA") with uptime guarantees applies. Upon mutual written agreement, Cloud Anesthesia may offer an SLA addendum committing to specific uptime targets, service credits, and defined maintenance windows.

2.4 Modifications to the Service

Cloud Anesthesia may modify, enhance, or remove features of the Service from time to time. A "Material Adverse Change" means a change that: (a) removes or materially degrades a core scheduling, call-management, or user-administration function explicitly described in Cloud Anesthesia's then-current product pages or Documentation; (b) materially reduces the security protections described in §7; or (c) materially increases the burden on Customer to use the Service for its existing workflows. Cloud Anesthesia will not implement a Material Adverse Change without giving Customer at least thirty (30) days' prior notice (which may be provided via the Service, by email, or by posting to https://cloud-anesthesia.com). Routine maintenance, bug fixes, security patches, performance improvements, and additions of non-core features are not Material Adverse Changes.

2.5 Beta Features

Cloud Anesthesia may make pre-release, alpha, or beta features available ("Beta Features") on an as-is basis, at its sole discretion. Beta Features are provided without any warranty and may be modified or discontinued at any time. Customer's use of Beta Features is voluntary.

3. Account Registration and Authorized Users

3.1 Registration

To use the Service, Customer must register an Account and provide accurate, current, and complete information. Customer is responsible for keeping its Account information current.

3.2 Authorized Users

Customer is responsible for: (a) provisioning and de-provisioning Authorized Users; (b) ensuring Authorized Users comply with the Agreement; (c) the acts and omissions of its Authorized Users as if they were Customer's own; and (d) the security of Authorized User credentials, including passwords.

3.3 Roles

The Service supports multiple user roles (e.g., superadmin, admin, boardrunner, user). Customer is responsible for assigning roles appropriate to each Authorized User's job function under the "minimum necessary" principle.

3.4 Login Credentials

Authorized Users must use strong, unique passwords and must not share credentials. Customer must promptly notify Cloud Anesthesia at security@cloud-anesthesia.com of any unauthorized access or use of an Account.

4. Customer Responsibilities

4.1 Compliance with Law

Customer is solely responsible for: (a) compliance with all laws, regulations, and professional standards applicable to its operations, including HIPAA, state medical practice laws, the Stark Law, the Anti-Kickback Statute, and licensure rules; (b) the accuracy and lawfulness of Customer Data; and (c) obtaining all necessary consents, authorizations, and notices from patients and personnel as required by law.

4.2 Clinical Decision-Making

The Service is a scheduling and workflow management tool. It does not provide medical advice and is not a substitute for clinical judgment. Customer and its clinicians retain sole responsibility for all clinical decisions, including but not limited to:

(a) Anesthetic plans, drug selection, and dosing; (b) Assignment of clinicians to cases based on competency, fatigue, and patient acuity; (c) Patient eligibility for procedures; (d) Interpretation of any data displayed by the Service.

Cloud Anesthesia does not exercise medical judgment, does not direct clinical care, and is not a "covered entity" or "health care provider" under HIPAA. No staffing assignment generated, suggested, or displayed by the Service constitutes a clinical recommendation or substitutes for the independent professional judgment of a licensed clinician.

For the avoidance of doubt, any algorithmic, rule-based, statistical, or AI-assisted scheduling suggestions, assignment recommendations, fatigue alerts, or workflow automations provided by the Service are non-clinical operational tools intended to support Customer's administrative decision-making. Such outputs do not constitute medical advice, clinical decision support, or substitutes for the independent professional judgment of a licensed clinician, and Customer remains solely responsible for reviewing, accepting, modifying, or rejecting any such suggestion before relying on it.

4.3 Authoritative Records

Customer acknowledges that the Service is not a "designated record set" or electronic health record ("EHR") within the meaning of HIPAA, and is not certified under the ONC Health IT Certification Program. Customer is responsible for maintaining its own authoritative clinical and administrative records.

4.4 Data Accuracy

Customer is responsible for the accuracy, completeness, and quality of Customer Data submitted to the Service.

4.5 Acceptable Use

Customer and Authorized Users will not:

(a) Use the Service in violation of any applicable law or regulation; (b) Use the Service to store or transmit infringing, defamatory, harassing, obscene, or unlawful content; (c) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying ideas of the Service, except to the extent expressly permitted by applicable law notwithstanding this prohibition; (d) Modify, translate, or create derivative works based on the Service; (e) Rent, lease, lend, sell, sublicense, assign, distribute, publish, or otherwise transfer rights in the Service to any third party; (f) Use the Service to develop a competing product or to benchmark or compare the Service against a competitor's product for the benefit of a third party (general internal evaluation is permitted); (g) Interfere with or disrupt the integrity or performance of the Service or the data contained therein; (h) Attempt to gain unauthorized access to the Service, other accounts, or related systems; (i) Transmit malware, viruses, or other harmful code; (j) Use the Service to send spam, phishing, or other unsolicited communications; (k) Use automated means (bots, scrapers) to access the Service except through documented APIs; (l) Remove or obscure any proprietary notice or labels on the Service; (m) Export, screenshot, transmit, or otherwise disclose PHI accessed through the Service to persons not authorized under Customer's HIPAA policies or applicable law, including via personal email, personal messaging applications, or unsecured storage; (n) Submit traffic to the Service in excess of documented or commercially reasonable rate limits, or otherwise consume resources in a manner that materially degrades the Service for other customers; (o) Extract, scrape, or aggregate data from the Service for purposes other than Customer's internal business operations, including for resale, redistribution, or training of third-party machine learning models; (p) Circumvent or attempt to circumvent any access control, rate limit, audit log, or tenant-isolation mechanism of the Service.

4.6 Suspension

Cloud Anesthesia may suspend access to the Service (in whole or in part) immediately if it reasonably determines that: (a) Customer's or an Authorized User's use poses an imminent threat to the security, integrity, or availability of the Service or other customers' data; (b) Customer is in material breach of the Agreement; or (c) suspension is required by law. Cloud Anesthesia will provide notice and an opportunity to cure where practicable.

5. Fees and Payment

5.1 Fees

Customer will pay the fees set forth in the applicable Order Form. Unless otherwise stated, fees are invoiced in advance on the subscription cadence specified in the Order Form.

5.2 Payment Terms

Invoices are due net thirty (30) days from invoice date, unless otherwise specified. Past-due amounts bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law.

5.3 Taxes

Fees are exclusive of all taxes. Customer is responsible for all sales, use, value-added, and similar taxes, excluding taxes on Cloud Anesthesia's net income.

5.4 Disputes

If Customer disputes an invoice in good faith, Customer must notify Cloud Anesthesia in writing within thirty (30) days of the invoice date. The Parties will work cooperatively to resolve the dispute. Undisputed portions remain due.

5.5 Free Trials and Pilots

If Customer is using the Service under a free trial or pilot program, the trial period and conditions will be specified in writing. Cloud Anesthesia may terminate a free trial at any time. Unless Customer converts to a paid subscription within thirty (30) days after the end of the trial period, Customer Data created during the trial will be permanently deleted from active production systems following that thirty (30) day window, with backup copies expiring on the normal backup rotation schedule. Customer is solely responsible for exporting any data it wishes to retain before such deletion occurs. The warranties, indemnities, and service availability commitments in these Terms apply to free trials only as expressly stated; otherwise, free-trial use is provided on an as-is basis.

5.6 No Refunds

Except as expressly provided in the Agreement, fees are non-refundable.

6. Customer Data and Privacy

6.1 Ownership

As between the Parties, Customer retains all right, title, and interest in and to Customer Data, including all Intellectual Property Rights therein. Cloud Anesthesia obtains no rights in Customer Data except as expressly granted in the Agreement.

6.2 License to Cloud Anesthesia

Customer grants Cloud Anesthesia a worldwide, non-exclusive, royalty-free license during the Subscription Term to host, copy, transmit, process, and display Customer Data solely to provide the Service to Customer and as otherwise permitted by the BAA.

6.3 PHI and HIPAA

To the extent Customer Data includes PHI, Customer Data is governed by the BAA between the Parties, which is incorporated by reference. In the event of a conflict between these Terms and the BAA with respect to PHI, the BAA controls.

6.4 Aggregated and De-identified Data

Cloud Anesthesia may use de-identified or aggregated data derived from Customer Data, in accordance with 45 C.F.R. §164.514, for the purposes of operating, improving, and benchmarking the Service. Once data is de-identified in accordance with HIPAA, it is no longer Customer Data or PHI and may be used and disclosed by Cloud Anesthesia for any lawful purpose, provided that Cloud Anesthesia will not re-identify such data or attempt to do so.

6.5 Data Export

During the Subscription Term and for at least thirty (30) days after termination (the "Export Window"), Cloud Anesthesia will provide Customer the ability to export Customer Data in a commercially reasonable, machine-readable format (e.g., CSV, JSON). Within sixty (60) days after the close of the Export Window, Cloud Anesthesia will delete Customer Data from its active production systems, subject to: (a) retention obligations in §6.6; (b) the BAA's provisions on return or destruction of PHI; (c) backup expiration on the normal backup rotation schedule (not to exceed twelve (12) months); and (d) any retention required by law.

6.6 Data Retention

During the Subscription Term, Cloud Anesthesia retains Customer Data per its retention schedule (currently: production data retained for the life of the Account; audit logs retained for a minimum of six (6) years to satisfy HIPAA requirements; backups retained per the backup rotation, not to exceed twelve (12) months).

6.7 Backup

Cloud Anesthesia maintains commercially reasonable backups of Customer Data. Customer should not rely on Cloud Anesthesia backups as Customer's sole disaster-recovery measure and is encouraged to export Customer Data periodically.

6.8 Privacy of Authorized Users

Cloud Anesthesia collects limited personal data about Authorized Users (e.g., name, email, role, access timestamps) to provide the Service. This data is handled in accordance with Cloud Anesthesia's Privacy Policy.

6.9 Subprocessors

Cloud Anesthesia engages third-party subprocessors to support delivery of the Service (e.g., cloud infrastructure providers, transactional email providers, DNS providers). A current list of subprocessors with access to Customer Data, including those with access to PHI, is maintained at https://cloud-anesthesia.com/subprocessors (or, until that page is published, is available upon written request to legal@cloud-anesthesia.com). The subprocessors with PHI access are also identified in Appendix B of the BAA. Cloud Anesthesia will provide reasonable advance notice of changes to its subprocessor roster that affect Customer Data, consistent with the timing obligations in the BAA.

7. Security

7.1 Security Program

Cloud Anesthesia maintains an information security program reasonably designed to protect the confidentiality, integrity, and availability of Customer Data, including:

Additional details and current safeguards are described in the BAA, §4 (Safeguards), and Cloud Anesthesia's Security Practices documentation, available upon request.

7.2 Multi-Factor Authentication

Cloud Anesthesia supports time-based one-time-password ("TOTP") multi-factor authentication ("MFA") for all Authorized User accounts. MFA is currently offered on an opt-in basis; Cloud Anesthesia may, upon reasonable advance notice to Customer, require MFA for accounts with administrative privileges. Each Authorized User may enroll, manage, or disable MFA through the Service's account-settings interface. Cloud Anesthesia will maintain a superadmin-only escape hatch to clear MFA enrollment for an Authorized User who has lost access to both their authenticator app and their one-time recovery codes; such resets are logged in the Service's audit trail. Customer remains responsible for selecting strong, unique passwords and for operational controls (such as account-sharing prohibitions and prompt deprovisioning of departed users) commensurate with the sensitivity of Customer Data.

7.3 Security Incident Notification

In addition to the breach-notification obligations under the BAA with respect to PHI, Cloud Anesthesia will notify Customer without unreasonable delay of any material Security Incident that materially affects, or is reasonably expected to materially affect, Customer's use of the Service or the confidentiality, integrity, or availability of Customer Data, even where no PHI is involved. Routine, unsuccessful attempts against the Service (e.g., port scans, denied login attempts by unknown actors, malformed packets, spam) are not Security Incidents requiring individual notification.

7.4 Insurance

Cloud Anesthesia will maintain commercially reasonable insurance coverage (including cyber liability and technology errors & omissions coverage, where commercially available and appropriate) consistent with industry practice for healthcare software-as-a-service providers of similar size, scope, and risk profile. Upon Customer's reasonable written request (not more frequently than annually, except following a material Security Incident), Cloud Anesthesia will provide a certificate of insurance or a written summary of coverage.

8. Intellectual Property

8.1 Service IP

The Service, Documentation, and all related Intellectual Property Rights are and remain the property of Cloud Anesthesia and its licensors. No rights are granted to Customer except those expressly set forth in the Agreement.

8.2 Feedback

If Customer provides Cloud Anesthesia with suggestions, comments, ideas, or feedback regarding the Service ("Feedback"), Customer grants Cloud Anesthesia a perpetual, worldwide, royalty-free, irrevocable license to use, modify, and incorporate the Feedback into its products and services, without obligation to Customer.

8.3 Marks

Customer grants Cloud Anesthesia a limited, revocable license to use Customer's name and logo on Cloud Anesthesia's website and marketing materials to identify Customer as a customer, subject to Customer's reasonable trademark guidelines and revocable by Customer at any time on written notice to marketing@cloud-anesthesia.com. No use of Customer's name or logo will be made without Customer's prior consent in any press release, case study, or quotation.

9. Warranties

9.1 Mutual Warranties

Each Party represents and warrants that: (a) it has the authority to enter into the Agreement; and (b) its performance under the Agreement will comply with all applicable laws.

9.2 Cloud Anesthesia Warranties

Cloud Anesthesia warrants that during the Subscription Term:

(a) The Service will materially perform the principal scheduling, call-management, and user-administration functions for which it is offered, as described in the Service's then-current product pages and any Documentation made available by Cloud Anesthesia; (b) Cloud Anesthesia will perform its obligations using commercially reasonable skill and care consistent with industry standards for healthcare SaaS; (c) Cloud Anesthesia will not materially decrease the security protections in place during the Subscription Term; (d) The Service does not contain any malware, viruses, or harmful code knowingly introduced by Cloud Anesthesia.

Customer's exclusive remedy for breach of the warranty in §9.2(a) is, at Cloud Anesthesia's option: (i) re-performance or correction of the non-conforming Service; or (ii) if Cloud Anesthesia is unable to so correct within a reasonable time, termination of the affected Order Form and a refund of pre-paid, unused fees for the affected period.

9.3 Customer Warranties

Customer represents and warrants that:

(a) It has all rights, consents, and authorities necessary to provide Customer Data to Cloud Anesthesia and to authorize Cloud Anesthesia's processing under the Agreement; (b) Customer Data and Customer's use of the Service comply with all applicable laws.

9.4 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN §9.2, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." CLOUD ANESTHESIA DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. CLOUD ANESTHESIA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE AGAINST ALL FORMS OF ATTACK, OR THAT DATA WILL NEVER BE LOST OR CORRUPTED.

10. Confidentiality

10.1 Definition

"Confidential Information" means non-public information disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party") that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Customer Data is Customer's Confidential Information. The Service, Documentation, pricing, and Cloud Anesthesia's security practices are Cloud Anesthesia's Confidential Information.

10.2 Obligations

The Receiving Party will: (a) use Confidential Information solely to perform under the Agreement; (b) protect Confidential Information using at least the same degree of care it uses for its own confidential information of like nature, but no less than reasonable care; and (c) limit access to its personnel and agents with a need to know and bound by confidentiality obligations no less protective than those herein.

10.3 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party without obligation of confidentiality; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is rightfully received from a third party without obligation of confidentiality.

10.4 Compelled Disclosure

If the Receiving Party is compelled by law to disclose Confidential Information, it will, where legally permissible, give the Disclosing Party prior written notice and reasonable assistance to seek a protective order.

11. Limitation of Liability

11.1 Cap

EXCEPT FOR EXCLUDED LIABILITIES (§11.3), EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNT PAID OR PAYABLE BY CUSTOMER TO CLOUD ANESTHESIA UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (B) USD $50,000.

11.2 Exclusion of Damages

EXCEPT FOR EXCLUDED LIABILITIES, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.3 Excluded Liabilities

The limitations in §11.1 and §11.2 do not apply to:

(a) Customer's payment obligations under §5; (b) Either Party's indemnification obligations under §12; (c) A Party's breach of confidentiality obligations under §10 that results in unauthorized disclosure of the other Party's Confidential Information due to gross negligence or willful misconduct; (d) A Party's gross negligence, willful misconduct, or fraud; (e) Either Party's liability under the BAA, which is governed by the limitation of liability in the BAA; (f) Liabilities that cannot be limited by contract under applicable law.

11.4 Allocation of Risk

The Parties acknowledge that the limitations in this §11 are an essential element of the bargain between them and that the fees reflect this allocation of risk.

12. Indemnification

12.1 By Cloud Anesthesia

Cloud Anesthesia will defend Customer against any third-party claim alleging that the Service, as provided by Cloud Anesthesia and used by Customer in accordance with the Agreement, infringes a U.S. patent, copyright, or trademark, or misappropriates a trade secret of a third party (an "IP Claim"), and will indemnify Customer for any damages or costs (including reasonable attorneys' fees) finally awarded against Customer or agreed in settlement.

If an IP Claim is asserted or reasonably anticipated, Cloud Anesthesia may, at its option: (a) procure for Customer the right to continue using the Service; (b) modify the Service to be non-infringing while preserving substantially equivalent functionality; or (c) if neither (a) nor (b) is commercially reasonable, terminate the affected Order Form and refund pre-paid, unused fees for the affected period.

This indemnity does not apply to claims arising from: (i) Customer Data; (ii) use of the Service in violation of the Agreement; (iii) modifications to the Service not made by Cloud Anesthesia; or (iv) combination of the Service with other products, services, or data not provided or approved by Cloud Anesthesia, to the extent the claim would not have arisen but for such combination.

12.2 By Customer

Customer will defend Cloud Anesthesia against any third-party claim arising from or relating to: (a) Customer Data; (b) Customer's or an Authorized User's violation of applicable law; (c) Customer's breach of §4 (Customer Responsibilities); or (d) any clinical decision made by Customer or its personnel; and will indemnify Cloud Anesthesia for any damages or costs (including reasonable attorneys' fees) finally awarded against Cloud Anesthesia or agreed in settlement.

12.3 Procedure

The indemnified Party will: (a) promptly notify the indemnifying Party of the claim; (b) give the indemnifying Party sole control of the defense and settlement; and (c) provide reasonable cooperation, at the indemnifying Party's expense. The indemnifying Party may not settle a claim that admits liability or imposes obligations on the indemnified Party without the indemnified Party's prior written consent (not to be unreasonably withheld).

This §12 states each Party's sole liability and exclusive remedy for the claims described herein.

13. Term and Termination

13.1 Term

The Agreement commences on the Effective Date and continues until all Order Forms have expired or been terminated, unless earlier terminated as provided herein.

13.2 Subscription Renewal

Unless otherwise stated in an Order Form, subscriptions automatically renew for successive terms equal to the initial Subscription Term unless either Party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.

13.3 Termination for Cause

Either Party may terminate the Agreement (in whole or as to a specific Order Form) immediately upon written notice if the other Party: (a) materially breaches the Agreement and fails to cure within thirty (30) days of written notice; (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of bankruptcy proceedings that are not dismissed within sixty (60) days.

13.4 Termination for Convenience by Customer

Customer may terminate the Agreement for convenience on thirty (30) days' written notice; provided that, except as expressly stated in an Order Form, fees paid are non-refundable.

13.5 Effect of Termination

Upon termination:

(a) Customer's right to access and use the Service ceases; (b) Customer may export Customer Data during the Export Window (§6.5); (c) Cloud Anesthesia will, within sixty (60) days after the close of the Export Window, return or destroy Customer Data in accordance with the BAA (§8.4 of the BAA), provided that data contained in immutable backups or archives will expire on the normal backup rotation schedule; (d) All unpaid fees for services rendered through the date of termination become immediately due; (e) Provisions that by their nature should survive (including §6, §8, §9.4, §10, §11, §12, §13.5, and §14) will survive.

14. General

14.1 Governing Law

The Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

14.2 Dispute Resolution

The Parties will first attempt to resolve any dispute through good-faith negotiation between executives. If unresolved within thirty (30) days, any dispute will be brought exclusively in the state or federal courts located in Ventura County, California, and each Party consents to personal jurisdiction therein. Notwithstanding the foregoing, either Party may seek injunctive or equitable relief in any court of competent jurisdiction for protection of its Intellectual Property Rights or Confidential Information.

14.3 Waiver of Jury Trial

EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THE AGREEMENT.

14.4 Class Action Waiver

EACH PARTY AGREES THAT ANY CLAIM WILL BE BROUGHT IN A PARTY'S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

14.5 Force Majeure

Neither Party is liable for any failure or delay in performance (other than payment obligations) due to causes beyond its reasonable control, including acts of God, war, terrorism, pandemic, government action, labor disputes, internet/network failures, and infrastructure provider outages, provided the affected Party uses reasonable efforts to mitigate.

14.6 Assignment

Neither Party may assign the Agreement without the other's prior written consent, except that either Party may assign the Agreement to an Affiliate or to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets, on written notice to the other Party. Any unauthorized assignment is void.

14.7 Notices

Notices must be in writing and delivered to the addresses set forth in the Order Form (or, if none, to the contact email on file). Notices to Cloud Anesthesia regarding legal matters must be sent to legal@cloud-anesthesia.com. Notices are effective on the date received.

14.8 Independent Contractors

The Parties are independent contractors. Nothing in the Agreement creates an agency, partnership, joint venture, or employment relationship.

14.9 No Third-Party Beneficiaries

The Agreement is for the benefit of the Parties only and confers no rights on any third party.

14.10 Severability

If any provision of the Agreement is held to be unenforceable, that provision will be reformed only to the extent necessary to make it enforceable and the remaining provisions will continue in full force.

14.11 Waiver

No waiver of any provision of the Agreement is effective unless in writing and signed by the waiving Party. A failure or delay in exercising a right is not a waiver.

14.12 Entire Agreement; Order of Precedence

The Agreement constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements regarding its subject matter. In the event of conflict, the order of precedence is: (1) the applicable BAA (with respect to PHI); (2) the Order Form; (3) these Terms; (4) any Documentation. The Agreement may be modified only by a written amendment signed by both Parties, except that Cloud Anesthesia may update these Terms as set forth in §14.13.

14.13 Updates to Terms

Cloud Anesthesia may update these Terms from time to time. Material changes will be effective no earlier than thirty (30) days after notice to Customer (via email or in-Service notice). Customer's continued use of the Service after the effective date constitutes acceptance of the updated Terms. If Customer does not agree to the updated Terms, Customer's sole remedy is to terminate the Agreement under §13.4 (without refund) before the updated Terms take effect.

14.14 Government End Users

The Service is "commercial computer software" and "commercial computer software documentation" under FAR 12.212 and DFARS 227.7202. Use by U.S. Government end users is subject solely to the rights granted herein.

14.15 Export Compliance

Customer represents that it is not located in, and is not a national or resident of, any country to which the United States has embargoed goods or services, and is not on any U.S. Government list of prohibited or restricted parties.

14.16 Counterparts; Electronic Signatures

The Agreement may be executed in counterparts and electronically. Electronic signatures are deemed original signatures.