Acceptance of These Terms
These Terms of Use (“Terms”) are a binding agreement between you and TinyMovesAI Inc. (“TinyMoves,” “we,” “us,” or “our”), a Delaware corporation and subsidiary of Sama Therapeutics, Inc. By accessing or using the TinyMoves platform, website, and related services (the “Services”), you agree to these Terms and to our Privacy Policy, which is incorporated by reference. If you do not agree, do not use the Services.
SECTION 14 CONTAINS A BINDING ARBITRATION AGREEMENT AND A CLASS-ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS. IT REQUIRES MOST DISPUTES TO BE RESOLVED INDIVIDUALLY THROUGH ARBITRATION. YOU MAY OPT OUT WITHIN 30 DAYS AS DESCRIBED IN SECTION 14.
If you use the Services on behalf of an organization (a “Clinical/Research Organization” or “Organization”), you represent that you are authorized to bind that Organization, and “you” includes that Organization. Use by an Organization is also governed by a separate written agreement (e.g., an MSA, BAA, and/or DPA); if that agreement conflicts with these Terms, the signed agreement controls for that Organization, in the order of precedence in Section 17.
What the Services Are — and Are Not
The Services let users upload movement video, generate objective movement measurements and reports, and track progress over time through dashboards, for clinician review, progress tracking, and research collaboration. The measurements and “scores” the Services produce are objective movement-measurement outputs for documentation and progress-tracking; they are not a medical diagnosis, a clinical-performance or treatment claim, or autonomous clinical decision support.
THE SERVICES ARE A MEASUREMENT, RECORDS, AND VISUALIZATION TOOL. THEY DO NOT PROVIDE MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT, AND ARE NOT A SUBSTITUTE FOR PROFESSIONAL CLINICAL JUDGMENT. OUTPUTS ARE FOR INFORMATIONAL AND DOCUMENTATION PURPOSES AND MUST BE INTERPRETED BY A QUALIFIED HEALTHCARE PROFESSIONAL. THE SERVICES ARE NOT FOR EMERGENCY USE — IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL 911 OR YOUR LOCAL EMERGENCY NUMBER.
No provider–patient relationship is created between you and TinyMoves by your use of the Services. Where any diagnostic or clinical-decision feature is made available, it is offered only in jurisdictions where it has been cleared or authorized by the applicable regulator (such as the U.S. FDA), and only under separate Supplemental Terms. Features not cleared in your jurisdiction will not be made available there.
Eligibility and Accounts
- You must be at least 18 and able to form a binding contract. Minors’ data may be handled only by an authorized Organization or a consenting parent/guardian (see Privacy Policy § 11).
- You must provide accurate registration information and keep it current.
- You are responsible for safeguarding your credentials and for activity under your account, and must notify us promptly of any unauthorized use.
Customer Data, Ownership, and License
4.1 Your data stays yours
As between you and TinyMoves, you (or your Organization) retain all rights in the video, measurements, and other content you upload or that is generated for you (“Customer Data”). We do not claim ownership of Customer Data.
4.2 Limited license to operate the Services
You grant us a limited, worldwide, non-exclusive license to host, store, process, transmit, and display Customer Data solely to operate and provide the Services to you, to secure and maintain them, and to comply with law. We use de-identified or aggregated data (de-identified under the HIPAA Safe Harbor or Expert Determination methods described in the Privacy Policy, to the extent it is no longer protected health information or personal information under applicable law) to improve the Services, and we use identifiable movement video or biometric data to train models only as described in, and consented to under, the Privacy Policy (separate opt-in for identifiable biometric data; enterprise/API data excluded from general model training absent your written authorization). This license ends when Customer Data is deleted, except for de-identified/aggregated data and back-ups retained as permitted by the Privacy Policy.
4.3 TinyMoves IP
The Services, including all software, models, and the look and feel, are owned by TinyMoves or its licensors and are protected by intellectual-property laws. We grant you a limited, revocable, non-transferable license to use the Services per these Terms. You may not copy, modify, reverse-engineer, scrape, resell, or create derivative works from the Services, or use them to build a competing product.
4.4 Feedback
If you send us suggestions, you grant us a royalty-free, perpetual license to use them without obligation to you.
Acceptable Use
You agree not to:
- Use the Services unlawfully or upload content you lack the rights or consents to upload (including video of any individual without that individual’s required consent, and, for a minor, verifiable parental/guardian consent and any required Organization or IRB authorization);
- Upload unlawful, infringing, or harmful content, or interfere with, overload, or attempt to breach the security of the Services;
- Use the Services to make autonomous clinical decisions without qualified human review, or represent machine-generated outputs as a diagnosis;
- Reverse-engineer, scrape, or use automated means to extract data, or use the Services to build a competing or similar service.
Privacy, Health Data, and Consent
Our collection and use of information is described in the Privacy Policy (US Only). By using the Services, you acknowledge it. Where we process protected health information on behalf of an Organization, we do so as a HIPAA business associate under a BAA, and, where applicable, as a processor under a DPA. You are responsible for obtaining all consents and authorizations required to upload and process any individual’s video and health data through the Services, including biometric-privacy consents (such as the written release required under BIPA) where applicable.
Third-Party Services and Integrations
The Services may integrate with or link to third-party products (for example, electronic medical record systems or cloud storage). We are not responsible for third-party products, and your use of them is governed by their own terms and privacy policies.
Fees
If you purchase paid Services, you agree to the applicable fees and billing terms presented at purchase or in your MSA. Unless stated otherwise or required by law, fees are non-refundable. We may change fees prospectively on notice. Enterprise pricing is set in the MSA, not here.
Beta and Evolving Features
Some features may be offered on an early-access or “beta” basis, may change or be withdrawn, and are provided without warranty. Outputs may contain inaccuracies; verify important information independently and through qualified clinical review.
Termination
You may stop using the Services and delete your account at any time. We may suspend or terminate access if you breach these Terms, if required by law, or, on reasonable notice, for legitimate business reasons. On termination, your right to use the Services ends; handling and deletion of Customer Data follow the Privacy Policy (including the deletion-cascade process) and any applicable Organization agreement. Sections that by their nature should survive (ownership, disclaimers, limitation of liability, indemnification, dispute resolution) survive termination.
Disclaimer of Warranties
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY THAT OUTPUTS ARE ACCURATE, COMPLETE, OR CLINICALLY RELIABLE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.
Limitation of Liability
The following caps and carve-outs apply. For Organization customers, the MSA’s liability provisions govern where they differ from this Section.
12.1 General cap (consumer / non-enterprise)
TO THE MAXIMUM EXTENT PERMITTED BY LAW, TINYMOVES AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS OR DATA, ARISING FROM OR RELATING TO THE SERVICES. SUBJECT TO SECTION 12.2 AND 12.3, OUR TOTAL LIABILITY FOR ALL CLAIMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US FOR THE SERVICES IN THE 12 MONTHS BEFORE THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).
12.2 Enterprise carve-outs (super-cap / uncapped)
Where an MSA so provides, the general cap does not apply to, and a separate (higher or uncapped) cap governs, liability arising from: (a) data-security incidents and data breaches; (b) violations of biometric-privacy laws (including BIPA); (c) breach of confidentiality obligations; (d) intellectual-property infringement; and (e) indemnification obligations. The specific super-cap multiple or uncapped treatment for each category is set in the MSA.
12.3 Liabilities that cannot be limited
These limits do not apply to liability that cannot be limited by law, including for death or personal injury caused by our negligence, or for our fraud, gross negligence, or willful misconduct.
Indemnification
You will indemnify and hold harmless TinyMoves and its affiliates from claims, losses, and expenses (including reasonable attorneys’ fees) arising from your use of the Services, your Customer Data, your failure to obtain required consents, or your violation of these Terms or applicable law.
Dispute Resolution; Arbitration; Class-Action Waiver
Please read this Section carefully. It requires most disputes to be resolved by binding individual arbitration.
14.1 Informal resolution first
Before starting arbitration, you and we agree to try to resolve the dispute informally by written notice to shobi@tinymoves.ai, and to confer in good faith for at least 60 days.
14.2 Binding arbitration
If informal resolution fails, any dispute arising out of or relating to these Terms or the Services will be resolved by final and binding individual arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules (or, for an Organization, the AAA Commercial Arbitration Rules), except that either party may bring claims in small-claims court or seek injunctive relief for intellectual-property or data-misuse claims. The seat is [Delaware], USA, and the Federal Arbitration Act governs the enforceability of this Section.
14.3 Class-action waiver
YOU AND TINYMOVES AGREE THAT EACH MAY BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY CLASS ACTION. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.
14.4 30-day right to opt out
You may opt out of this arbitration agreement by sending written notice to shobi@tinymoves.ai within 30 days of first accepting these Terms, stating your name and an unequivocal intent to opt out. Opting out does not affect any other part of these Terms.
Governing Law
These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules. Subject to Section 14, the state and federal courts located in [Delaware] have exclusive jurisdiction over disputes not subject to arbitration. For Organization customers, the MSA’s governing-law and venue provisions may differ and, where they do, control for that Organization.
Changes to These Terms
We may update these Terms. For material changes we will provide reasonable notice (e.g., by email or in-product), and continued use after the effective date constitutes acceptance. Material changes to the arbitration agreement will allow a renewed opt-out as required by law.
General
- Entire agreement / order of precedence; severability. These Terms (with the Privacy Policy and any Organization agreement) are the entire agreement. For Organization data, the order of precedence is: (1) BAA; (2) DPA; (3) MSA; (4) applicable Informed Consent Form / IRB protocol; (5) these Terms; (6) the Privacy Policy. If a provision is unenforceable, the rest remains in effect.
- Assignment. You may not assign these Terms without our consent; we may assign them in a merger, financing, or sale of assets.
- Force majeure. Neither party is liable for delays caused by events beyond reasonable control.
- Export and sanctions compliance. You will comply with applicable U.S. export-control and sanctions laws and will not use the Services where prohibited.
- Notices. We may provide notices electronically. Contact: shobi@tinymoves.ai.