Terms of Service

By accessing, browsing, or using the ClinShield platform, website, or any of our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service, our Privacy Policy, and any additional terms, conditions, and policies referenced herein or available by hyperlink.

These Terms constitute a legally binding agreement between you (whether personally or on behalf of an entity) and ClinShield, Inc. If you are using the Services on behalf of a company, organization, or other entity, you represent and warrant that you have the authority to bind such entity to these Terms, in which case "you" and "your" shall refer to such entity.

If you do not agree to all of these Terms, you are expressly prohibited from using the Services and must discontinue use immediately. Your continued use of the Services following the posting of revised Terms means that you accept and agree to the changes.

You must be at least 18 years of age to use our Services. By using our Services, you represent and warrant that you are at least 18 years of age and have the legal capacity to enter into these Terms.

ClinShield provides a software-as-a-service (SaaS) platform designed to assist users in analyzing preclinical and nonclinical drug safety documents for compliance with regulatory standards applicable to Investigational New Drug (IND) applications, including but not limited to FDA requirements under 21 CFR Part 312, ICH M3(R2), ICH S6(R1), ICH S7A/B, ICH S9, 21 CFR Part 58 (GLP), and other applicable regulatory frameworks.

The Services include, but are not limited to:

• Automated preclinical document analysis using a combination of artificial intelligence for data extraction and deterministic rule engines for compliance validation
• Generation of compliance gap analysis reports identifying potential deficiencies, missing data, and areas of regulatory concern, with page-level citations to source documents
• MRSD (Maximum Recommended Starting Dose) calculation with full audit trail
• Clinical hold risk prediction and compliance scoring
• Evidence chain documentation linking each finding to specific regulatory requirements and source text
• Delta reports tracking changes between successive assessments
• Audit-ready PDF report generation
• Document upload, storage, and management capabilities
• Report export and sharing functionality

The Services utilize a two-layer architecture: artificial intelligence technologies extract structured data from uploaded documents, and ClinShield's proprietary deterministic rule engine performs all compliance validations and regulatory assessments. No compliance determination is made solely by AI.

The Services are provided as informational and analytical tools only. ClinShield does not guarantee regulatory approval or acceptance of any IND application, or compliance of any preclinical program analyzed through our platform. The final determination of regulatory compliance and IND acceptability rests solely with the applicable regulatory authorities, including the FDA. The Services are intended to supplement, not replace, the judgment of qualified regulatory professionals.

To access certain features of the Services, you may be required to register for an account. When registering, you agree to:

• Provide accurate, current, and complete information during the registration process
• Maintain and promptly update your account information to keep it accurate, current, and complete
• Maintain the security and confidentiality of your account credentials, including your password
• Accept responsibility for all activities that occur under your account
• Immediately notify ClinShield of any unauthorized use of your account or any other breach of security

You may not use another person's account without permission. You may not share your account credentials with any third party. ClinShield reserves the right to disable any user account at any time in our sole discretion for any or no reason, including if we believe that you have violated any provision of these Terms.

You are solely responsible for any activity that occurs through your account, whether or not authorized by you. ClinShield will not be liable for any loss or damage arising from your failure to comply with the above requirements.

You agree not to use the Services for any purpose that is prohibited by these Terms. You may not use the Services:

• For any unlawful purpose or in violation of any applicable local, state, national, or international law or regulation
• To upload, transmit, or distribute any content that is illegal, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable
• To upload, transmit, or distribute any content that infringes upon the intellectual property rights or proprietary rights of any third party
• To upload any content containing viruses, malware, Trojan horses, worms, or other harmful or destructive code
• To attempt to gain unauthorized access to any portion of the Services, other accounts, computer systems, or networks connected to the Services
• To interfere with or disrupt the Services or servers or networks connected to the Services
• To reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services
• To use any automated system, including robots, spiders, or scrapers, to access the Services
• To collect or harvest any personally identifiable information from the Services
• To use the Services in any manner that could disable, overburden, damage, or impair the Services
• To impersonate or attempt to impersonate ClinShield, a ClinShield employee, another user, or any other person or entity
• To resell, sublicense, or otherwise commercially exploit the Services without ClinShield's prior written consent
• To use any information obtained from the Services to harass, abuse, or harm another person

ClinShield reserves the right to terminate your access to the Services immediately and without notice for any violation of these prohibited uses.

5.1 User Content

"User Content" refers to any content, data, documents, protocols, materials, or information that you upload, submit, store, transmit, or otherwise make available through the Services. You retain all ownership rights in your User Content.

By uploading User Content to the Services, you grant ClinShield a limited, non-exclusive, royalty-free, worldwide license to use, process, copy, store, and display your User Content solely for the purpose of providing the Services to you. This license terminates when you delete your User Content or your account, except to the extent required for backup, archival, or legal compliance purposes.

Notwithstanding the foregoing, ClinShield shall not use your User Content to train, fine-tune, improve, or develop any artificial intelligence or machine learning models, whether owned by ClinShield or any third party. The license granted herein is strictly limited to processing your User Content for the purpose of delivering the Services to you and does not extend to any form of model training, benchmarking, or development activity.

5.2 Your Responsibilities

You represent and warrant that:

• You own or have the necessary licenses, rights, consents, and permissions to upload and use your User Content
• Your User Content does not infringe upon the intellectual property rights, privacy rights, or any other rights of any third party
• Your User Content does not contain any confidential information belonging to a third party that you are not authorized to disclose
• Your User Content complies with all applicable laws and regulations

5.3 ClinShield Intellectual Property

The Services, including all content, features, functionality, software, algorithms, designs, graphics, trademarks, service marks, and logos contained therein, are owned by ClinShield, its licensors, or other providers and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

These Terms do not grant you any right, title, or interest in the Services or any ClinShield intellectual property. You may not copy, modify, distribute, sell, lease, or create derivative works based on the Services or any ClinShield intellectual property without our express written permission.

You acknowledge and agree that:

• Platform outputs may contain errors, inaccuracies, omissions, or incomplete information
• AI systems are not infallible and may produce results that are incorrect, misleading, or inappropriate for your specific circumstances
• All platform outputs, analyses, and recommendations must be independently verified and reviewed by qualified professionals before use in any regulatory context
• ClinShield does not guarantee the accuracy, completeness, reliability, or suitability of any platform output
• You are solely responsible for evaluating and verifying the appropriateness of any platform output for your intended use
• ClinShield shall not be liable for any decisions made or actions taken based on platform outputs
• ClinShield's compliance scores, clinical hold risk predictions, and MRSD calculations are analytical tools and do not constitute regulatory opinions, legal advice, or guarantees of IND acceptance

The use of AI in the Services is intended to augment, not replace, professional human judgment and expertise. You should always consult with qualified regulatory and legal professionals before making decisions that may affect IND submissions, drug development programs, or regulatory compliance.

You acknowledge and agree that:

• The Services do not create any attorney-client, physician-patient, or other professional relationship between you and ClinShield
• Any information provided through the Services is general in nature and may not be applicable to your specific situation
• You must consult with qualified medical, legal, and regulatory professionals for advice specific to your drug development programs and regulatory submissions
• ClinShield employees and representatives are not licensed to practice medicine, law, or provide regulatory consulting services in any jurisdiction
• Decisions affecting drug development programs, IND submissions, or regulatory compliance should only be made in consultation with appropriately qualified professionals

ClinShield expressly disclaims any and all liability arising from your reliance on the Services as a substitute for professional medical, legal, or regulatory advice.

The Services are designed to assist in identifying potential compliance issues with regulatory standards and guidelines. However, ClinShield makes no representations or warranties that:

• The Services will identify all compliance issues or deficiencies in any preclinical program or document set
• Drug programs analyzed by the Services will result in accepted IND applications or approved regulatory submissions
• The regulatory standards and guidelines referenced in the Services are current, complete, or applicable to your specific jurisdiction or circumstances
• Use of the Services will ensure compliance with any regulatory requirements

Regulatory requirements vary by jurisdiction, therapeutic area, drug modality, development phase, and other factors. The Services provide general guidance based on widely applicable standards but cannot account for all jurisdiction-specific requirements or the specific circumstances of your drug development program.

You are solely responsible for ensuring that your preclinical drug development programs comply with all applicable laws, regulations, and guidelines in all relevant jurisdictions. You should always verify compliance requirements with the applicable regulatory authorities and qualified regulatory consultants.

9.1 Program Coverage Subscriptions

ClinShield offers annual Program Coverage subscriptions on a per-drug-program basis. Current subscription tiers include Launchpad, Active Coverage, and Full Lifecycle. Features, inclusions, and pricing for each tier are as described on our website and in the applicable Order Form or subscription agreement executed between you and ClinShield. ClinShield does not offer free tiers, one-time report purchases, or monthly billing options.

9.2 Order Forms

Access to the Services is governed by an Order Form or subscription agreement that specifies the applicable tier, number of programs covered, subscription term, fees, and any additional terms. In the event of a conflict between these Terms and an executed Order Form, the Order Form shall control with respect to the subject matter of such Order Form.

9.3 Payment

All Program Coverage subscriptions are billed annually. Payment is due in full upon execution of the Order Form unless alternative payment terms (such as net-30) are specified in the Order Form. All prices are quoted in United States Dollars (USD) unless otherwise specified. You agree to provide current, complete, and accurate billing information and to promptly update this information if it changes.

9.4 Price Changes

Pricing for renewal terms may be adjusted by ClinShield upon at least sixty (60) days written notice prior to the start of the applicable renewal term. If you do not agree to the adjusted pricing, you may elect not to renew by providing written notice in accordance with Section 10.

9.5 Taxes

All fees are exclusive of applicable taxes, levies, or duties imposed by taxing authorities. You are responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on ClinShield's net income.

9.6 Late Payment

Any amounts not paid when due shall bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, calculated from the date such payment was due until the date paid. ClinShield reserves the right to suspend access to the Services upon fifteen (15) days written notice of non-payment, without prejudice to any other rights or remedies available under these Terms or applicable law.

9.7 Refund Policy

Given the annual nature of Program Coverage subscriptions and the upfront delivery of platform access, ClinShield does not offer refunds for partial subscription periods or unused Services. If you believe there is a billing error, you must notify ClinShield in writing within thirty (30) days of the charge in question. Billing disputes will be investigated and resolved in good faith. ClinShield may, at its sole discretion, offer pro-rata credits toward future coverage in exceptional circumstances.

9.8 Chargebacks and Disputes

If you have a concern about a charge, please contact us at billing@clinshield.com before initiating a chargeback with your payment provider. Initiating a chargeback without first contacting ClinShield may result in immediate suspension of your account and access to the Services pending resolution of the dispute.

10.1 Subscription Term

Program Coverage subscriptions run for an initial term of twelve (12) months from the effective date specified in the applicable Order Form ("Initial Term"). Subscriptions automatically renew for successive twelve-month periods ("Renewal Terms") unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term.

10.2 Non-Renewal

You may elect not to renew your subscription by providing written notice to legal@clinshield.com at least sixty (60) days before the end of the current term. Non-renewal takes effect at the end of the then-current term. You will retain full access to the Services through the end of your paid term.

10.3 Early Termination

If you terminate or cancel your subscription before the end of the current term, no refund or credit will be issued for the remaining portion of the term. You will retain access to the Services through the end of your paid term unless your access is terminated for cause under Section 16.

10.4 Program Additions and Expansion

You may add additional drug programs to your Program Coverage at any time during the current term by executing a new Order Form. Additional programs are billed at the applicable tier rate, pro-rated for the remainder of the current term, and co-terminate with the existing subscription unless otherwise specified in the Order Form.

10.5 Effect of Expiration or Non-Renewal

Upon expiration or non-renewal of your subscription:

• Your access to the platform and all active features will cease at the end of the paid term.
• ClinShield will retain your account data, uploaded documents, and generated reports for a period of ninety (90) days following expiration ("Data Retention Period") to allow you to export your data.
• During the Data Retention Period, you may request export of your data by contacting support@clinshield.com. ClinShield will provide your data in a standard, machine-readable format within fifteen (15) business days of such request.
• After the Data Retention Period, ClinShield will permanently delete your data from active systems in accordance with our Privacy Policy and data retention schedule.
• You are solely responsible for exporting any reports, analysis results, or data you wish to retain before the end of the Data Retention Period.

10.6 Downgrade

You may request to downgrade your tier at the next renewal. Downgrades take effect at the start of the next Renewal Term and are not applied mid-term. To request a downgrade, contact legal@clinshield.com at least sixty (60) days before the end of the current term.

11.1 Privacy Policy

Your use of the Services is subject to our Privacy Policy, which is incorporated into these Terms by reference. Please review our Privacy Policy to understand how we collect, use, and protect your information.

11.2 Data Security

ClinShield implements reasonable administrative, technical, and physical security measures designed to protect your data from unauthorized access, use, alteration, or destruction. However, no method of transmission over the Internet or method of electronic storage is 100% secure.

While we strive to protect your data, we cannot guarantee absolute security. You acknowledge and agree that you provide your data at your own risk, and ClinShield shall not be liable for any unauthorized access to, use of, or disclosure of your data except to the extent caused by our gross negligence or willful misconduct.

11.3 GDPR Compliance

For users in the European Economic Area (EEA), United Kingdom, or Switzerland, ClinShield processes personal data in accordance with the General Data Protection Regulation (GDPR) and applicable local data protection laws. Our Privacy Policy describes the legal bases for processing, data subject rights, and international data transfers.

11.4 Preclinical Data and HIPAA

ClinShield currently processes preclinical and nonclinical drug safety data, including toxicology studies, pharmacology reports, and drug characterization documents. This data pertains to drug compounds and animal studies and does not constitute Protected Health Information (PHI) as defined by HIPAA. ClinShield is not a "Covered Entity" or "Business Associate" as defined under the Health Insurance Portability and Accountability Act (HIPAA).

You should not upload any documents containing Protected Health Information (PHI) to the Services. If your future use case involves processing documents that may contain PHI (for example, in connection with clinical-phase services when available), please contact us to discuss the execution of a Business Associate Agreement (BAA).

11.5 Data Breach Notification

In the event of a data breach affecting your personal data, ClinShield will notify you in accordance with applicable laws and regulations. We will provide information about the breach, the types of data affected, and the steps we are taking to address the breach and prevent future occurrences.

11.6 Confidentiality

(a) Definition. "Confidential Information" means any non-public information disclosed by either party ("Disclosing Party") to the other party ("Receiving Party") in connection with the Services, whether disclosed orally, in writing, electronically, or by any other means, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, without limitation: (i) for you, your uploaded documents, preclinical data, drug program information, trade secrets, proprietary formulations, and analysis results; and (ii) for ClinShield, the proprietary algorithms, rule engines, software, business methods, pricing structures, and technical architecture of the Services.

(b) Obligations. The Receiving Party shall: (i) hold the Disclosing Party's Confidential Information in strict confidence; (ii) not disclose the Confidential Information to any third party except as expressly permitted under these Terms or with the Disclosing Party's prior written consent; (iii) use the Confidential Information only for the purpose of exercising its rights and performing its obligations under these Terms; and (iv) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.

(c) Permitted Disclosures. The Receiving Party may disclose Confidential Information to its employees, contractors, and agents who have a need to know such information for purposes of performing obligations or exercising rights under these Terms, provided that such persons are bound by confidentiality obligations no less protective than those set forth herein. ClinShield may also disclose your Confidential Information to its subprocessors (including AI service providers) solely to the extent necessary to provide the Services, subject to the data use restrictions described in our Privacy Policy.

(d) Exceptions. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was rightfully in the Receiving Party's possession before disclosure by the Disclosing Party; (iii) is rightfully received by the Receiving Party from a third party without restriction on disclosure; or (iv) is independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information.

(e) Compelled Disclosure. If the Receiving Party is compelled by law, regulation, or legal proceeding to disclose Confidential Information, it shall provide the Disclosing Party with prompt written notice (to the extent legally permitted) so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party shall disclose only the minimum amount of Confidential Information required and shall use commercially reasonable efforts to obtain confidential treatment for any information so disclosed.

(f) Return or Destruction. Upon termination or expiration of the subscription, and upon written request by the Disclosing Party, the Receiving Party shall promptly return or destroy all Confidential Information in its possession, except to the extent retention is required by applicable law, regulation, or bona fide document retention policies, or as necessary for backup and disaster recovery purposes. Upon request, the Receiving Party shall certify in writing that it has complied with this obligation.

(g) Survival. The obligations of confidentiality set forth in this Section 11.6 shall survive termination or expiration of these Terms for a period of five (5) years, or for so long as the information remains a trade secret under applicable law, whichever is longer.

(h) Remedies. Each party acknowledges that a breach of this Section 11.6 may cause irreparable harm for which monetary damages may be an inadequate remedy. In the event of a breach or threatened breach, the non-breaching party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to any other remedies available at law or in equity.

12.1 Maximum Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF CLINSHIELD FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO CLINSHIELD IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

12.2 Basis of the Bargain

YOU ACKNOWLEDGE AND AGREE THAT CLINSHIELD HAS OFFERED ITS SERVICES AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN. THESE LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND CLINSHIELD. CLINSHIELD WOULD NOT BE ABLE TO PROVIDE THE SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

12.3 Jurisdictional Limitations

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, the limitations above shall apply to the maximum extent permitted by applicable law. Nothing in these Terms shall exclude or limit liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded or limited by applicable law.

• Your use of the Services or any activity conducted through your account
• Your User Content or any content you submit, post, or transmit through the Services
• Your violation of these Terms or any applicable law or regulation
• Your violation of any third-party rights, including intellectual property rights, privacy rights, or contractual rights
• Any claim that your User Content caused damage to a third party
• Your negligence or willful misconduct
• Any dispute between you and any third party arising from or relating to your use of the Services

ClinShield reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of such claims. You agree not to settle any such matter without the prior written consent of ClinShield. ClinShield will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

ClinShield IP Indemnification. ClinShield shall indemnify, defend, and hold harmless you and your officers, directors, employees, and agents from and against any third-party claim alleging that your authorized use of the Services infringes or misappropriates such third party's intellectual property rights, and shall pay any damages finally awarded (or the amount of any settlement ClinShield enters into) with respect to such claim. ClinShield's obligations under this paragraph do not apply to the extent a claim arises from: (a) your User Content; (b) your modification or unauthorized use of the Services; (c) your combination of the Services with third-party products, services, or data not provided by ClinShield; or (d) your continued use of the Services after ClinShield has notified you to cease such use due to an infringement claim.

CLINSHIELD DOES NOT WARRANT THAT:

• The Services will be uninterrupted, timely, secure, or error-free
• The results obtained from the use of the Services will be accurate, reliable, or complete
• The quality of any products, services, information, or other material obtained through the Services will meet your expectations
• Any errors in the Services will be corrected
• The Services will be compatible with your computer, mobile device, or other equipment
• The Services will be free from viruses, malware, or other harmful components

Any content downloaded or otherwise obtained through the use of the Services is accessed at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such content.

No advice or information, whether oral or written, obtained from ClinShield or through the Services shall create any warranty not expressly stated in these Terms.

15.1 Modifications to Services

ClinShield reserves the right to modify, suspend, or discontinue the Services, in whole or in part, at any time and without notice or liability. This includes the right to add, remove, or modify features, functionality, or content of the Services.

15.2 Service Interruptions

The Services may be subject to interruptions, delays, errors, or other limitations due to:

• Scheduled maintenance or updates
• Unscheduled maintenance or emergency repairs
• System failures or technical issues
• Actions by third-party service providers
• Cyberattacks or security incidents
• Natural disasters or other events beyond our reasonable control
• Compliance with legal or regulatory requirements

ClinShield will use commercially reasonable efforts to minimize service interruptions but makes no guarantee of continuous availability. We are not liable for any interruption or delay in accessing the Services.

15.3 No Liability for Modifications or Interruptions

ClinShield shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Services or any part thereof. You agree that ClinShield shall not be liable for any losses, damages, or inconvenience arising from any interruption or unavailability of the Services.

16.1 Termination by You

You may terminate your account and stop using the Services at any time by contacting us or through your account settings. Upon termination, you will lose access to the Services and any data or content associated with your account.

16.2 Termination by ClinShield

ClinShield may terminate or suspend your account and access to the Services as follows:

Termination for Cause (Immediate): ClinShield may terminate your access immediately upon written notice if:

• You engage in fraudulent, illegal, or abusive activity
• You materially breach Sections 4 (Prohibited Uses), 5 (Intellectual Property), or 11 (Data Privacy) of these Terms
• You fail to pay fees and do not cure such failure within fifteen (15) days of written notice
• Required by law enforcement or government order

Termination for Breach (With Cure Period): For any other material breach of these Terms, ClinShield will provide written notice specifying the breach. You will have thirty (30) days from receipt of such notice to cure the breach. If the breach is not cured within the cure period, ClinShield may terminate your access upon written notice.

Termination Without Cause: Either party may terminate a subscription without cause by providing written notice at least sixty (60) days prior to the end of the then-current term (which constitutes non-renewal under Section 10).

16.3 Effect of Termination

Upon termination of your account:

• Your right to access and use the Services will immediately cease
• You will not be entitled to any refund of fees paid, except as provided in our refund policy
• ClinShield may delete your account information and User Content, subject to our data retention policies
• Provisions of these Terms that by their nature should survive termination shall survive, including intellectual property rights, warranty disclaimers, limitation of liability, indemnification, and dispute resolution provisions

Refund Upon Termination by ClinShield Without Cause: If ClinShield terminates your subscription for reasons other than your breach of these Terms, ClinShield will provide a pro-rata refund of prepaid fees corresponding to the unused portion of the then-current term, calculated from the effective date of termination.

No Refund Upon Termination for Cause: If your subscription is terminated due to your breach of these Terms, no refund of prepaid fees will be issued.

17.1 Agreement to Arbitrate

You and ClinShield agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Services, including the determination of the scope or applicability of this agreement to arbitrate, shall be resolved exclusively through final and binding arbitration, rather than in court.

17.2 Arbitration Rules and Procedures

Arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA") in effect at the time of the dispute. The arbitration shall be conducted by a single arbitrator selected in accordance with AAA rules.

The arbitration shall be held in the State of Delaware or, at your election, may be conducted by telephone, online, or based solely on written submissions. The arbitrator shall apply the substantive law of the State of Delaware, excluding its conflict of laws rules.

17.3 Class Action Waiver

YOU AND CLINSHIELD AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

17.4 Waiver of Jury Trial

BY AGREEING TO ARBITRATION, YOU AND CLINSHIELD ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS PROVISION AND IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT YOU MAY HAVE TO A JURY TRIAL.

17.5 Exceptions to Arbitration

Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights.

Additionally, either party may bring claims in small claims court in the applicable jurisdiction if the claim qualifies for small claims court jurisdiction and remains in such court.

17.6 Opt-Out Right

You may opt out of this arbitration agreement by sending written notice of your decision to opt out to legal@clinshield.com within 30 days of first accepting these Terms. Your notice must include your name, address, email address, and a clear statement that you wish to opt out of the arbitration provision.

17.7 Arbitration Fees

Each party shall bear its own costs and attorneys' fees in connection with the arbitration. The parties shall share equally the filing fees, arbitrator fees, and other administrative costs of the arbitration, unless the arbitrator determines that such allocation would be inequitable under the circumstances, in which case the arbitrator may allocate costs as the arbitrator deems appropriate. Notwithstanding the foregoing, if you are an individual (not an entity), ClinShield will pay the filing fees if they exceed what you would have paid to file a complaint in court.

These Terms and your use of the Services shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

To the extent that arbitration is not applicable or is determined to be unenforceable, you agree that any legal action or proceeding arising out of or relating to these Terms or the Services shall be brought exclusively in the state or federal courts located in Delaware, and you hereby consent to the personal jurisdiction and venue of such courts.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

18.1 Export Controls

The Services may be subject to United States export control laws and regulations, including the Export Administration Regulations (EAR). You agree to comply with all applicable export laws and regulations and not to export, re-export, or transfer the Services to any prohibited country, entity, or person without the appropriate government authorizations.

You represent and warrant that you are not located in, under the control of, or a national or resident of any country subject to United States sanctions or embargoes, and that you are not on any United States government restricted party list.

ClinShield reserves the right to modify, update, or replace these Terms at any time in our sole discretion. If we make material changes to these Terms, we will provide notice through the Services, by email, or by other means as required by applicable law.

The "Last Updated" date at the top of these Terms indicates when the Terms were last revised. Changes are effective immediately upon posting, unless otherwise stated.

Your continued use of the Services after any changes to these Terms constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Services.

It is your responsibility to review these Terms periodically for any changes. We encourage you to check this page frequently for updates.

If you have any questions, concerns, or comments about these Terms of Service, please contact us:

For legal notices or service of process, please contact us at legal@clinshield.com with "Legal Notice" in the subject line.