Terms of Service

1. Acceptance of Terms

These Terms of Service (“Terms,” “Agreement”) constitute a legally binding agreement between ContinuaOS, Inc. (“ContinuaOS,” “Company,” “we,” “us,” or “our”) and the individual or entity (“Customer,” “User,” “you,” or “your”) accessing or using the ContinuaOS software platform and associated services (collectively, the “Platform” or “Services”).

By accessing the Platform, creating an account, clicking an acceptance checkbox, or otherwise using any portion of the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety, including any policies, guidelines, or additional terms incorporated herein by reference.

If you are entering into this Agreement on behalf of a company, organization, or other legal entity, you represent and warrant that: (a) you have full legal authority to bind such entity to these Terms; (b) you have read and understood these Terms; and (c) you agree to these Terms on behalf of that entity. In such case, the terms “you” and “your” shall refer to that entity. If you do not have such authority, or if you do not agree to these Terms, you must not access or use the Platform.

These Terms are effective as of the date you first access or use the Platform, whichever is earlier. Use of the Platform following the effective date constitutes your acceptance of these Terms and any subsequent revisions made in accordance with Section 11.

Organizations that have executed a separate Master Subscription Agreement or Service Agreement with ContinuaOS, Inc. should refer to the terms of that executed agreement, which will govern to the extent it conflicts with these Terms of Service.

2. Description of Services

ContinuaOS provides ContinuaOS — the Growth Operating System for Post-Acute Care, starting with hospice — a cloud-based, multi-tenant software-as-a-service platform designed for hospice organizations, home health agencies, and related post-acute and healthcare service providers. The Platform enables subscribing organizations to manage, track, and coordinate a range of operational functions including, but not limited to: patient referral intake and management, account and contact relationship management, clinical and operational workflow coordination, scheduling and task management, report generation and data analytics, and document storage and retrieval.

The Services are provided on a subscription basis and are accessible through a web-based interface, installable on iOS and Android mobile devices, over an internet connection. ContinuaOS does not provide medical advice, clinical services, or any form of healthcare treatment through the Platform. The Platform is an operational and administrative tool only, and is not a substitute for the independent clinical judgment and decision-making of licensed healthcare professionals.

2.1 Service Modifications

ContinuaOS reserves the right, at its sole discretion, to modify, update, supplement, discontinue, or otherwise change any aspect of the Services at any time, including features, functionality, user interfaces, and technical specifications. ContinuaOS will use commercially reasonable efforts to provide advance notice of material changes to the Services that may adversely affect Customer’s use of the Platform.

• ContinuaOS may introduce new features, tools, or integrations as part of the Services, which will be subject to these Terms unless otherwise specified.
• ContinuaOS may remove or modify features as necessary to maintain security, comply with applicable law, or improve the overall quality of the Services.
• Planned maintenance and updates may temporarily affect Platform availability, as further described in Section 7.

2.2 Third-Party Services

The Platform integrates with, and depends upon, certain third-party infrastructure, processing, and operational services (“Subprocessors”), including cloud hosting, database, authentication, AI processing, payment processing, and monitoring services. ContinuaOS maintains an authoritative list of Subprocessors in the ContinuaOS Subprocessor Register, which is available to enterprise customers. ContinuaOS exercises commercially reasonable diligence in the selection and oversight of Subprocessors but does not control and is not directly responsible for the availability, security, or performance of third-party services. ContinuaOS’s use of Subprocessors does not transfer any obligations under these Terms to such providers.

3. User Accounts

Access to the Platform requires the creation of a user account. All user accounts are provisioned through an invite-only model administered by the subscribing organization’s designated administrator. ContinuaOS does not permit open public registration.

3.1 Account Credentials and Confidentiality

You are solely responsible for maintaining the confidentiality of your account login credentials, including your username, password, and any multi-factor authentication codes associated with your account. You agree to:

• Select a strong, unique password that meets the minimum complexity requirements established by the Platform.
• Protect your credentials from unauthorized disclosure and not share them with any other person under any circumstances.
• Log out of your account at the conclusion of each session, particularly when using shared or public devices.
• Notify your organization administrator and ContinuaOS immediately at security@continuaos.com upon discovering or suspecting any unauthorized access to or use of your account credentials.

ContinuaOS will never request your password through email, telephone, chat, or any other unsolicited communication channel. Any such request should be treated as a phishing attempt and reported immediately.

3.2 Account Responsibility

You are fully responsible for all activities that occur under your account, whether or not you authorized those activities. ContinuaOS shall not be liable for any loss or damage arising from your failure to maintain the security of your account credentials. You accept responsibility for all actions taken through your account, and ContinuaOS may rely on the account credentials to identify and authenticate you for all purposes under this Agreement.

3.3 Organizational Accounts and Administrators

Organizations that subscribe to the Platform are responsible for designating one or more Organization Administrators who are authorized to manage the organization’s tenant, including creating user accounts, assigning roles, and deactivating users. The subscribing organization is responsible for the acts and omissions of all users accessing the Platform through its organizational account.

• Organizations must ensure that all users granted access to the Platform are made aware of and agree to comply with these Terms.
• Organizations must promptly deactivate accounts for personnel who no longer require access to the Platform, including upon termination of employment or change of role.
• Organizations may not permit more users to access the Platform simultaneously than is authorized by their subscription.

3.4 Account Suspension and Termination

ContinuaOS reserves the right to suspend, restrict, or terminate any user account or organizational account at any time, with or without prior notice, where ContinuaOS reasonably determines that:

• The account is being used in violation of these Terms or applicable law.
• The account is associated with fraudulent, abusive, or unauthorized activity.
• The account poses a security risk to the Platform, other users, or third parties.
• Continued access to the account may result in harm to the Platform, its users, or ContinuaOS.

Suspension or termination of an account does not relieve the user or subscribing organization of any obligations accrued prior to termination.

4. Acceptable Use Policy

The Platform is provided for lawful operational and administrative use by healthcare organizations and their authorized personnel. As a condition of access, you agree to use the Platform only in accordance with these Terms, the ContinuaOS Acceptable Use Policy, applicable law, and any additional use policies published by ContinuaOS from time to time.

4.1 Prohibited Conduct

You shall not, and shall not permit any third party to, engage in any of the following activities in connection with your use of the Platform:

• Unlawful Use. Use the Platform for any purpose that violates applicable federal, state, local, or international law or regulation, including laws governing data privacy, healthcare information, and consumer protection.
• Unauthorized Data Access. Attempt to access, query, view, copy, or otherwise interact with data belonging to any organization other than your own authorized tenant. Any attempt to circumvent the Platform’s multi-tenant data isolation controls is a material breach of these Terms.
• Reverse Engineering. Decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code, underlying architecture, or proprietary algorithms of the Platform or any component thereof. You may not copy, reproduce, modify, or create derivative works based on the Platform or its underlying software.
• System Interference. Take any action that imposes an unreasonable or disproportionately large load on Platform infrastructure; interfere with, disrupt, or compromise the integrity, performance, or security of the Platform or its underlying systems; or attempt to gain unauthorized access to any part of the Platform’s infrastructure.
• Malicious Software. Upload, transmit, store, or otherwise introduce any virus, worm, Trojan horse, ransomware, spyware, adware, or other malicious, harmful, or disruptive code or software through the Platform.
• Credential Attacks. Attempt to discover, guess, or brute-force the login credentials of any other user or organization; conduct automated login attempts; or use credential stuffing or any other method of unauthorized authentication.
• Data Scraping. Use automated tools, scripts, bots, or other means to systematically extract, scrape, copy, or harvest data from the Platform, other than as expressly permitted by ContinuaOS in writing.
• Misrepresentation. Impersonate any person or entity, misrepresent your affiliation with any person or entity, or provide false or misleading information to ContinuaOS or other Platform users.
• Unauthorized Disclosure. Disclose or distribute any other user’s data or personal information to third parties without proper authorization.
• Unauthorized Resale. Resell, sublicense, lease, or otherwise transfer access to the Platform to any third party without express prior written authorization from ContinuaOS.

4.2 Consequences of Prohibited Conduct

Violation of this Acceptable Use Policy may result in immediate suspension or termination of access to the Platform, without notice and without liability to ContinuaOS. ContinuaOS reserves the right to investigate any suspected violation and to cooperate with law enforcement authorities in the investigation of suspected unlawful activity. ContinuaOS may also seek all available legal and equitable remedies against any person or entity that violates this policy.

5. Data Ownership

The rights and responsibilities regarding data submitted to, processed by, or stored on the Platform are as follows:

5.1 Customer Data Ownership

All data, records, files, and content submitted to the Platform by a subscribing organization or its authorized users (“Customer Data”) remain the exclusive property of the subscribing organization. ContinuaOS makes no claim of ownership over Customer Data. Nothing in these Terms transfers any intellectual property rights in Customer Data to ContinuaOS.

5.2 ContinuaOS License to Process Customer Data

By using the Platform, the subscribing organization grants ContinuaOS a limited, non-exclusive, royalty-free license to access, store, process, transmit, and display Customer Data solely as necessary to provide the Services as described in these Terms and any applicable service agreement. This license exists for the duration of the subscription and terminates upon the conclusion of the service relationship, subject to the data retention provisions below.

5.3 Customer Responsibility for Data

The subscribing organization is solely responsible for the accuracy, completeness, lawfulness, and appropriateness of all Customer Data submitted to the Platform. Specifically, the organization represents and warrants that:

• It has obtained all necessary consents, authorizations, and legal permissions required to collect, submit, store, and process all Customer Data through the Platform.
• The submission and processing of Customer Data through the Platform does not violate any applicable law, regulation, or third-party right, including any applicable healthcare privacy law, data protection regulation, or obligation of confidentiality.
• It will not submit to the Platform any data that it is not legally authorized to possess, process, or store.
• It will not submit to the Platform any data that constitutes or contains the personal information of individuals who have not provided the necessary consents for such data to be processed by a third-party SaaS provider.

5.4 Data Portability and Return

Upon termination or expiration of the subscription, ContinuaOS will make Customer Data available for export by the organization’s administrator for a period of thirty (30) days following termination, in a standard machine-readable format. After this period, ContinuaOS may permanently delete Customer Data in accordance with the ContinuaOS Data Retention & Destruction Schedule. Organizations are encouraged to export their data prior to or promptly following subscription termination.

5.5 Aggregated and Anonymized Data

ContinuaOS may collect, generate, and use aggregated, de-identified, and anonymized data derived from Customer Data and platform usage patterns for the purposes of improving the Services, conducting research, and developing new features. Such aggregated and anonymized data will not identify any individual, organization, or patient and will not be sold to third parties. ContinuaOS retains all rights in and to such aggregated and anonymized data.

6. Data Security

ContinuaOS is committed to implementing and maintaining reasonable and appropriate safeguards to protect Customer Data against unauthorized access, disclosure, alteration, and destruction. The following provisions govern the security obligations of each party.

6.1 ContinuaOS Security Measures

ContinuaOS employs a combination of administrative, technical, and physical safeguards designed to protect Customer Data in accordance with industry standards for healthcare-grade SaaS security. These measures include, but are not limited to:

• Encryption of all data in transit using TLS 1.2 or higher.
• Encryption of all data at rest using AES-256 encryption via AWS Key Management Service.
• Multi-tenant data isolation enforced through Row-Level Security (RLS) at the database engine layer.
• Role-based access controls governing all user permissions within the Platform.
• Comprehensive audit logging of authentication events, data access, and administrative actions.
• Continuous error monitoring, infrastructure monitoring, and security alerting.
• Automated database backups with point-in-time recovery and multi-availability-zone redundancy.
• Invite-only account provisioning to prevent unauthorized account creation.

ContinuaOS’s complete security practices are described in the ContinuaOS Security Overview & Disaster Recovery Plan, which is available to enterprise customers and authorized stakeholders upon request.

6.2 No Guarantee of Absolute Security

NOTWITHSTANDING THE SECURITY MEASURES DESCRIBED HEREIN, NO INFORMATION TECHNOLOGY SYSTEM OR SECURITY PROGRAM CAN GUARANTEE ABSOLUTE PROTECTION AGAINST ALL POSSIBLE THREATS. CONTINUAOS DOES NOT WARRANT THAT THE PLATFORM OR THE DATA STORED THEREIN WILL BE FREE FROM ALL UNAUTHORIZED ACCESS, INTERCEPTION, CORRUPTION, ERROR, OR LOSS. THE SECURITY OBLIGATIONS DESCRIBED IN THESE TERMS REPRESENT REASONABLE COMMERCIAL EFFORTS AND DO NOT CONSTITUTE A GUARANTEE OF SPECIFIC SECURITY OUTCOMES.

6.3 Customer Security Responsibilities

The subscribing organization is responsible for all aspects of security within its own organizational tenant, including:

• Managing user accounts, role assignments, and access permissions within the organization’s tenant.
• Promptly deactivating accounts for users who no longer require access to the Platform.
• Enforcing strong password practices and enabling multi-factor authentication for all administrator accounts.
• Ensuring that users access the Platform only from secure networks and devices.
• Reporting any suspected security incident, unauthorized access, or data breach to ContinuaOS promptly at security@continuaos.com.
• Ensuring that its own information security practices are appropriate for the sensitivity of the data managed through the Platform.

6.4 Healthcare Data Compliance

For organizations that are HIPAA Covered Entities or Business Associates, ContinuaOS will enter into a Business Associate Agreement (BAA) as required by the Health Insurance Portability and Accountability Act prior to the processing of any Protected Health Information (PHI) on behalf of the Customer. Organizations with HIPAA compliance obligations are responsible for ensuring that an executed BAA is in place with ContinuaOS prior to using the Platform to process PHI. Please contact compliance@continuaos.com to initiate the BAA process.

7. Service Availability

ContinuaOS employs commercially reasonable efforts to maintain the availability, reliability, and performance of the Platform. However, the Platform is provided over the internet and is dependent on third-party infrastructure providers, and certain interruptions to service availability are inherent to cloud-based SaaS platforms.

7.1 Planned Maintenance

ContinuaOS may schedule planned maintenance windows to apply updates, patches, configuration changes, or infrastructure improvements to the Platform. ContinuaOS will use commercially reasonable efforts to:

• Schedule planned maintenance during periods of expected low usage.
• Provide advance notice of planned maintenance windows of significant duration through the Platform or by email to the designated organizational administrator.
• Minimize the duration of planned maintenance periods.

7.2 Unplanned Outages

The Platform may experience unplanned service interruptions due to factors including, but not limited to, third-party infrastructure failures, security incidents, unanticipated software defects, or extraordinary network events. ContinuaOS does not guarantee that the Platform will be available at all times or that service interruptions will not occur.

7.3 No Uptime Guarantee

UNLESS EXPRESSLY SET FORTH IN A SEPARATE WRITTEN SERVICE LEVEL AGREEMENT EXECUTED BY CONTINUAOS AND THE SUBSCRIBING ORGANIZATION, CONTINUAOS DOES NOT WARRANT OR GUARANTEE ANY SPECIFIC LEVEL OF PLATFORM UPTIME, AVAILABILITY, OR RESPONSE TIME. CONTINUAOS’S OBLIGATIONS IN RESPECT OF SERVICE AVAILABILITY ARE LIMITED TO THE EXERCISE OF COMMERCIALLY REASONABLE EFFORTS.

7.4 Incident Communication

In the event of a service disruption that materially affects the Platform’s availability or core functionality, ContinuaOS will use commercially reasonable efforts to communicate the nature of the disruption, the expected resolution timeline, and the steps being taken to restore service, in accordance with the communication procedures described in the ContinuaOS Incident Response Plan.

8. Disclaimer of Warranties and Limitation of Liability

8.1 Disclaimer of Warranties

THE PLATFORM AND ALL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CONTINUAOS EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT; (B) ANY WARRANTY THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (C) ANY WARRANTY THAT THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (D) ANY WARRANTY REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY INFORMATION PROVIDED THROUGH THE PLATFORM; AND (E) ANY WARRANTY ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

No advice, statement, or information — whether oral or written — provided by ContinuaOS or its representatives shall create any warranty not expressly stated in these Terms.

8.2 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CONTINUAOS, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO: (A) LOSS OF REVENUE, PROFITS, GOODWILL, DATA, BUSINESS, OR ANTICIPATED SAVINGS; (B) BUSINESS INTERRUPTION OR LOSS OF BUSINESS OPPORTUNITY; (C) PERSONAL INJURY OR PROPERTY DAMAGE; (D) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA; OR (E) ANY OTHER INTANGIBLE LOSSES, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND REGARDLESS OF WHETHER CONTINUAOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.3 Aggregate Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CONTINUAOS’S TOTAL AGGREGATE LIABILITY TO YOU OR YOUR ORGANIZATION FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF THE PLATFORM — WHETHER IN CONTRACT, TORT, OR OTHERWISE — SHALL NOT EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEES ACTUALLY PAID BY YOUR ORGANIZATION TO CONTINUAOS DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The limitations of liability set forth in this Section reflect a reasonable allocation of risk between the parties and are a fundamental element of the basis upon which ContinuaOS offers the Platform at its current pricing. These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy.

8.4 Essential Basis

The parties acknowledge that the disclaimers, exclusions, and limitations of liability set forth in this Section are an essential part of the basis of the bargain between the parties. Some jurisdictions do not allow the exclusion of implied warranties or the limitation of certain types of damages. In such jurisdictions, the above disclaimers and limitations shall apply to the fullest extent permitted by applicable law.

9. Indemnification

You and, where applicable, your subscribing organization (each, an “Indemnifying Party”) agree, to the fullest extent permitted by applicable law, to defend, indemnify, and hold harmless ContinuaOS, Inc. and its respective officers, directors, employees, contractors, agents, affiliates, successors, and assigns (collectively, the “ContinuaOS Indemnitees”) from and against any and all claims, demands, actions, proceedings, losses, liabilities, damages, costs, and expenses — including reasonable attorneys’ fees and court costs — arising out of or in connection with:

• Platform Misuse. Your access to or use of the Platform in violation of these Terms, any applicable law or regulation, or any third-party right.
• Customer Data. Any claim by a third party relating to the Customer Data submitted to the Platform by you or your organization, including claims arising from unauthorized data collection, improper disclosure, or violation of applicable privacy or healthcare data laws.
• Breach of Terms. Your breach of any representation, warranty, covenant, or obligation set forth in these Terms.
• Violation of Law. Any violation of applicable federal, state, or local law or regulation by you or your organization in connection with your use of the Platform, including but not limited to violations of HIPAA or other applicable healthcare data protection laws.
• Third-Party Claims. Any claims brought by third parties, including your employees, patients, or business associates, arising from your use of the Platform in a manner that causes harm to such third parties.

9.1 Indemnification Procedure

ContinuaOS will: (a) promptly notify you in writing of any claim for which indemnification is sought; (b) grant you sole control of the defense and settlement of such claim, provided that ContinuaOS may participate in the defense at its own expense with counsel of its choosing; and (c) provide you with reasonable cooperation, information, and assistance in connection with the defense, at your expense. You may not settle any claim in a manner that imposes any obligation, restriction, or liability on ContinuaOS without ContinuaOS’s prior written consent, which shall not be unreasonably withheld.

10. Termination

This Agreement and your access to the Platform may be terminated in accordance with the following provisions. Termination does not affect any rights or obligations accrued prior to the effective date of termination.

10.1 Termination by ContinuaOS

ContinuaOS reserves the right to suspend, restrict, or terminate any user account, organizational account, or subscription — with or without prior notice, at ContinuaOS’s sole discretion — upon the occurrence of any of the following:

• Violation of Terms. Any breach by the Customer or its users of any provision of these Terms, including the Acceptable Use Policy set forth in Section 4, that is not cured within ten (10) days of written notice where curable.
• Non-Payment. Failure to pay any subscription fees or other amounts due to ContinuaOS by the payment due date, where such failure is not remedied within ten (10) days of written notice.
• Security Concerns. ContinuaOS’s reasonable determination that the account is being used in a manner that poses a security risk to the Platform, other customers, or third parties, or that the account has been compromised. In such cases, ContinuaOS may act immediately and without prior notice to prevent ongoing harm.
• Legal or Regulatory Requirement. ContinuaOS is required to terminate access by applicable law, regulation, court order, or governmental directive.
• Discontinuation of Service. ContinuaOS decides to discontinue the Platform or a material component thereof, with reasonable prior notice to affected customers.

10.2 Termination by Customer

The subscribing organization may terminate its subscription at any time in accordance with the cancellation procedures specified in its applicable subscription or service agreement. Upon termination by the Customer, ContinuaOS will cease billing the Customer for the terminated subscription upon the effective cancellation date, subject to the terms of any applicable minimum commitment period.

10.3 Effect of Termination

Upon termination or expiration of this Agreement for any reason:

• All licenses and rights granted to you under these Terms shall immediately terminate, and you must cease all use of the Platform.
• ContinuaOS will make Customer Data available for export for a period of thirty (30) days following termination, as described in Section 5.4.
• ContinuaOS will invoice any outstanding amounts due and payable through the effective date of termination.
• All provisions of these Terms that by their nature should survive termination shall survive, including but not limited to Sections 5 (Data Ownership), 8 (Limitation of Liability), 9 (Indemnification), 12 (Governing Law), and all payment obligations.

10.4 Suspension

ContinuaOS may suspend access to the Platform, rather than terminate, where suspension is sufficient to address the circumstance giving rise to the action. Suspension does not terminate the Customer’s payment obligations. ContinuaOS will endeavor to restore access promptly upon resolution of the circumstances that led to suspension.

11. Changes to Terms of Service

ContinuaOS reserves the right to modify, update, or revise these Terms of Service at any time. ContinuaOS is committed to providing clear and timely notice of material changes to ensure that customers and users can make informed decisions about their continued use of the Platform.

11.1 Notice of Material Changes

For any modification to these Terms that materially affects the rights or obligations of the Customer or its users, ContinuaOS will provide advance notice through one or more of the following methods:

• Email notification to the registered Organization Administrator email address(es) on file for the subscribing organization.
• In-platform notification displayed upon login to the Platform.
• Publication of the updated Terms on the ContinuaOS website, with the effective date of the revision clearly indicated.

ContinuaOS will endeavor to provide at least thirty (30) days’ advance notice of material changes, except where a shorter notice period is required by applicable law, a security emergency, or other circumstances beyond ContinuaOS’s reasonable control.

11.2 Continued Use as Acceptance

Your continued access to or use of the Platform after the effective date of any revised Terms constitutes your acceptance of and agreement to the revised Terms in their entirety. If you do not agree to the revised Terms, you must immediately cease all use of the Platform and provide written notice of termination to ContinuaOS in accordance with Section 10.2.

11.3 Non-Material Changes

ContinuaOS may make non-material modifications to these Terms at any time without prior notice, including corrections of typographical errors, clarifications that do not alter the substance of any provision, or updates to reflect changes in applicable law that do not increase customer obligations. The updated Terms will be posted on the ContinuaOS website with a revised effective date.

12. Governing Law and Dispute Resolution

12.1 Governing Law

This Agreement and any dispute, claim, or controversy arising out of or relating to this Agreement, the Platform, or the Services — including questions regarding the existence, validity, or termination of this Agreement — shall be governed by and construed in accordance with the laws of the State of Oklahoma, United States of America, without regard to its conflict of laws principles that would require the application of the laws of any other jurisdiction. ContinuaOS, Inc. is incorporated in the State of Delaware; the parties have elected Oklahoma as the governing law of this commercial agreement.

12.2 Jurisdiction and Venue

Each party hereby irrevocably consents to the exclusive personal jurisdiction and venue of the federal and state courts located within the State of Oklahoma for the resolution of any dispute arising out of or relating to these Terms or the Platform. Each party waives any objection to such jurisdiction and venue, including any objection based on inconvenient forum.

12.3 Informal Resolution

Before initiating formal legal proceedings, the parties agree to attempt in good faith to resolve any dispute through informal negotiation. Either party may initiate informal resolution by providing written notice to the other party describing the nature of the dispute and the resolution sought. The parties shall have thirty (30) days from the date of such notice to attempt to resolve the dispute informally before either party may initiate formal legal proceedings.

12.4 Waiver of Class Actions

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM. ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY.

12.5 General Provisions

Severability. If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

Entire Agreement. These Terms, together with any executed subscription or service agreement and any policies incorporated by reference herein, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, and understandings.

Waiver. The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision, nor shall it preclude that party from exercising such right or enforcing such provision at any future time.

Assignment. You may not assign or transfer your rights or obligations under these Terms without the prior written consent of ContinuaOS. ContinuaOS may assign these Terms without restriction in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

Force Majeure. Neither party shall be liable for any delay or failure to perform its obligations under these Terms to the extent such delay or failure results from causes beyond that party’s reasonable control, including acts of God, natural disasters, war, terrorism, governmental action, pandemic, or failures of third-party infrastructure providers.

Notices. All legal notices under these Terms shall be provided in writing. Notices to ContinuaOS shall be sent to the address specified in Section 13. Notices to the Customer shall be sent to the registered administrator email address on file.

13. Contact Information

For questions, concerns, or notices regarding these Terms of Service, or for support, security reports, or compliance inquiries, please contact ContinuaOS using the information below.

If you have a question about whether a specific use of the Platform is permitted under these Terms, please contact us at support@continuaos.com before proceeding. We are committed to working with our customers to ensure compliant and effective use of the Platform.

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ContinuaOS, Inc. · Terms of Service v3.2 · 2026 · Active