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    Terms of Service

    Effective 2026-05-01

    These Terms of Service ("Terms") govern your access to and use of the software-as-a-service application available at https://souverain-spine.vercel.app,and any related APIs, integrations, or features (collectively, the "Service") operated by Souverain Spine, LLC("Souverain", "we", "us"). By creating an account or using the Service you agree to these Terms. If you are using the Service on behalf of an organization, you represent that you are authorized to bind that organization, and "you" refers to that organization.

    1. The Service

    The Service helps independent medical-device distributors track sales, commissions, inventory, and field activity. Specific features available to you depend on your subscription tier (Blade, Beast, or Berserk). We may modify, add, or remove features at any time; we will give you reasonable notice for material changes that reduce functionality.

    2. Accounts and access

    You must provide accurate registration information and keep it current. You are responsible for activity under your account, including the actions of users you invite (such as sales reps). You must promptly notify us if you suspect unauthorized access. We may suspend or terminate accounts that we reasonably believe violate these Terms or pose a security or legal risk.

    3. Acceptable use

    You agree not to:

    • access the Service to build a competing product or copy its features;
    • reverse engineer, decompile, or attempt to extract the source code, except as expressly permitted by law;
    • use the Service to send spam, malware, or to violate any law;
    • interfere with the integrity or performance of the Service or attempt to access data that is not yours;
    • upload protected health information ("PHI") or other regulated patient data unless you have a written agreement with us covering that use (see Section 9);
    • scrape, harvest, or use the Service to assemble data sets about identifiable individuals.

    4. Customer data

    "Customer Data" means data you submit to or generate through the Service (sales, commissions, surgeon notes, inventory, etc.). You retain ownership of Customer Data. You grant us a non-exclusive license to host, transmit, display, and process Customer Data solely to provide and improve the Service. You are responsible for ensuring you have the rights and consents needed to provide Customer Data to us.

    5. Subscription, billing, and trials

    Subscriptions are billed in advance through Stripe on a recurring basis at the price quoted at checkout. Fees are non-refundable except where required by law. We may change prices on at least 30 days' notice; the new price applies to subsequent renewals. Failed payments may result in suspension of paid features after a grace period. The Berserk tier may include a free trial; if you cancel during a trial, you will not be charged. By providing a payment method you authorize Stripe to charge it for amounts you owe.

    6. Cancellation and deletion

    You can cancel your subscription at any time from your billing portal. You can also request deletion of your distributorship from Settings → Danger zone. After confirmation we disable login immediately and permanently erase your data after a 30-day grace window. Upon permanent deletion, the Service cannot recover your data. You may also download a complete copy of your data at any time using the export tool.

    7. Privacy

    Our handling of personal information is described in the Privacy Policy, which is incorporated into these Terms by reference. We do not sell personal information.

    8. Confidentiality

    Each party will protect the other's confidential information using at least the same care it uses to protect its own (and in any event reasonable care). Confidential information does not include information that is public, was already known, or is independently developed without use of the confidential information.

    9. PHI and HIPAA

    The Service is designed for distributor operations and is designed to handle and store identifiable patient information. We do currently offer a Business Associate Agreement ("BAA"). You agree not to upload PHI or other information that would make us a Business Associate under HIPAA without a signed BAA in place. If you need to handle PHI through the Service, contact legal@souverain-spine.com before doing so.

    10. Intellectual property

    Souverain owns all rights in the Service, including software, design, and documentation. You may use the Service only as expressly permitted by these Terms. Feedback you give us about the Service is non-confidential and may be used by us without obligation to you.

    11. Third-party services

    The Service relies on third parties (including Vercel, Supabase, Stripe, Resend, Sentry). Their terms and privacy practices apply when their services are used to provide the Service. A current list is in the Privacy Policy. We are not responsible for the acts or omissions of those third parties beyond what we agree with them.

    12. Disclaimers

    EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, OR SECURE.

    13. Limitation of liability

    TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR REVENUE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S TOTAL CUMULATIVE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE FEES YOU PAID TO US FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS DO NOT APPLY TO LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

    14. Indemnification

    You will defend and indemnify Souverain from third-party claims arising out of your Customer Data or your breach of these Terms. We will defend and indemnify you from third-party claims that the Service, used in compliance with these Terms, infringes that party's US intellectual property rights.

    15. Termination

    Either party may terminate these Terms if the other materially breaches and fails to cure within 30 days of written notice. We may suspend the Service immediately for security or legal reasons. On termination, your access ends and we will delete your data on the schedule described in Section 6 unless a longer retention is required by law.

    16. Governing law and disputes

    These Terms are governed by the laws of the State of California, without regard to conflicts of law principles. The state and federal courts located in California have exclusive jurisdiction over any disputes, and each party consents to that jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply. You and we each waive any right to a jury trial in any proceeding arising out of these Terms.

    17. Changes to these Terms

    We may update these Terms from time to time. If a change is material we will give reasonable advance notice (for example, by email or in-app notice). Your continued use of the Service after the effective date of the revised Terms constitutes acceptance.

    18. Contact

    Support: help@souverain-spine.com
    Legal: legal@souverain-spine.com