Terms of Service — STFE Systems Inc.

Important: STFE is a clinical decision support tool, not a substitute for professional clinical judgment. The platform produces deterministic calculations based on configured clinical rules. All admission decisions remain the responsibility of licensed healthcare professionals at your facility.

1. Acceptance of Terms

These Terms of Service ("Terms") govern access to and use of the STFE Systems platform, APIs, and related services (collectively, the "Service") provided by STFE Systems Inc., a Delaware corporation ("STFE," "we," "us," or "our").

By accessing or using the Service, you ("Customer," "Facility," or "User") agree to be bound by these Terms and our Privacy Policy. If you do not agree, do not access or use the Service. Use of the Service by an organization constitutes acceptance on behalf of that organization.

2. Description of Service

STFE provides a deterministic clinical admission decision engine for Skilled Nursing Facilities (SNFs) and Critical Access Hospitals (CAHs). The Service evaluates patient referral data against facility-configured clinical constraints and generates:

Admission feasibility determinations (Operationally Feasible / Feasible With Modifications / Administrative Hold)
SHA-256 hash-sealed, immutable audit records of each evaluation
Clinical modification recommendations (transformation pathway nodes)
MDS 3.0 pre-population data
Bulk historical case shadow audit reports

3. Clinical Decision Support — Not Clinical Practice

Critical Limitation: STFE is a clinical decision support tool. It does not practice medicine, does not replace clinical judgment, and does not constitute medical advice. The platform produces calculations; all clinical decisions remain the sole responsibility of licensed healthcare professionals at the using facility.

STFE's determinations are based on: (a) facility-configured clinical thresholds set by the Director of Nursing, (b) the clinical data submitted at intake, and (c) CMS regulatory rules embedded in the engine. Inaccurate input data will produce inaccurate results. The facility bears full responsibility for the accuracy of data submitted and for all final admission decisions.

STFE does not guarantee that evaluations constitute compliance with any federal, state, or local regulation. Facilities are responsible for ensuring their use of STFE is consistent with applicable law, their own clinical policies, and their CMS Conditions of Participation.

4. HIPAA and Business Associate Agreement

If you submit Protected Health Information (PHI) through the Service, your use is governed by a Business Associate Agreement (BAA) executed between your facility and STFE. A signed BAA is required before any PHI may be submitted to the platform. Submission of PHI without a signed BAA is a violation of these Terms and may constitute a HIPAA violation for which the facility bears responsibility.

To obtain a BAA: compliance@stfe.io

5. User Accounts and Access

Access to the platform is role-based. User roles (INTAKE_NURSE, FACILITY_ADMIN, OPERATOR_EXEC, SHADOW_AUDITOR, SYSTEM_ADMIN) carry specific permissions. Customers are responsible for:

Maintaining the confidentiality of all login credentials
Ensuring only authorized personnel are granted access
Revoking access promptly when an employee leaves or changes role
All activity that occurs under their account credentials

Sharing credentials between users is prohibited. STFE maintains immutable audit logs of all user actions for compliance purposes.

6. Acceptable Use

You agree to use the Service only for:

Evaluating patient referrals for admission to your SNF or CAH facility
Running bulk shadow audits of your facility's historical admissions
Configuring clinical thresholds appropriate to your facility's capabilities
Generating audit records and compliance documentation

You agree not to:

Attempt to reverse-engineer, decompile, or extract the clinical constraint logic, threshold values, or transformation pathway algorithms
Use the Service to submit data on behalf of a facility you are not authorized to represent
Circumvent or attempt to circumvent the audit trail or tamper with any SHA-256 hash-sealed record
Use the Service to submit fabricated clinical data or test data in a production environment
Access the Service through automated means without written permission (except through our published API)
Use the platform for any purpose that violates applicable law, including HIPAA

7. Subscription, Fees, and Payment

Access to the Service is provided under a subscription agreement ("Order Form") that specifies the applicable fees, facilities covered, and subscription term. Fees are billed monthly or annually as specified in your Order Form.

Overdue payments: Accounts more than 30 days past due may be suspended. 60 days past due may result in termination.
Price changes: We will provide 60 days written notice of any price changes.
Refunds: Subscription fees are non-refundable except as required by law or expressly stated in your Order Form.

8. Intellectual Property

STFE and its licensors retain all intellectual property rights in the Service, including the clinical constraint engine, transformation pathway catalog, and all associated algorithms and methodologies. These are protected by patents (US Provisional 63/945,709, 63/945,943, 63/948,342 and related applications), trade secrets, and copyright.

You receive a limited, non-exclusive, non-transferable license to access and use the Service during your subscription term for the purposes described in these Terms.

You retain ownership of all clinical data you submit to the platform. You grant STFE a limited license to process that data solely to operate the Service.

9. Confidentiality

Each party agrees to maintain the confidentiality of the other's Confidential Information. STFE's Confidential Information includes: the specific clinical threshold values embedded in the engine, the transformation pathway catalog, all algorithm implementations, and any non-public product information. Your Confidential Information includes all facility and patient data you submit.

Neither party will disclose the other's Confidential Information to third parties without written consent, except as required by law.

10. Warranties and Disclaimers

STFE warrants that the Service will operate materially in accordance with its published documentation during the subscription term, and that it maintains appropriate HIPAA safeguards.

Disclaimer: THE SERVICE IS PROVIDED "AS IS" WITH RESPECT TO ALL OTHER WARRANTIES. STFE SPECIFICALLY DISCLAIMS ANY WARRANTY THAT THE SERVICE WILL ENSURE REGULATORY COMPLIANCE, PREVENT CMS AUDIT FINDINGS, OR GUARANTEE CLINICAL OUTCOMES. NO EVALUATION PRODUCED BY THE SERVICE CONSTITUTES LEGAL OR REGULATORY ADVICE.

11. Limitation of Liability

STFE's total liability to you for any claims arising under these Terms shall not exceed the fees paid by you for the Service in the 12 months preceding the claim. In no event shall STFE be liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, arising from your use of or inability to use the Service.

This limitation of liability does not apply to: (a) STFE's indemnification obligations, (b) breaches of confidentiality causing demonstrable harm, or (c) willful misconduct or gross negligence.

12. Indemnification

You agree to indemnify and hold harmless STFE and its officers, directors, and employees from any claims, damages, or expenses (including reasonable attorneys' fees) arising from: (a) your use of the Service in violation of these Terms, (b) clinical decisions made by your facility staff, (c) submission of inaccurate clinical data, or (d) your violation of any applicable law or third-party right.

STFE will indemnify you against third-party claims that the Service, as provided, infringes a valid patent or copyright, subject to your prompt written notice and cooperation.

13. Term and Termination

These Terms begin on your first use of the Service and continue until your subscription is terminated. Either party may terminate for cause upon 30 days written notice if the other party materially breaches these Terms and fails to cure within the notice period. STFE may terminate immediately for violation of Section 6 (Acceptable Use) or Section 4 (HIPAA/BAA).

Upon termination: (a) your access to the platform ceases, (b) you may request an export of your facility's data within 30 days of termination, (c) STFE will retain data as required by the BAA and applicable law.

14. Governing Law and Disputes

These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict of law principles. Any dispute will be resolved by binding arbitration under the American Arbitration Association (AAA) Commercial Arbitration Rules, conducted in Delaware. The prevailing party is entitled to recover reasonable attorneys' fees. Nothing prevents either party from seeking injunctive relief in court for IP or confidentiality violations.

15. Changes to Terms

We may update these Terms with 30 days written notice to the primary contact on your account. Material changes will require affirmative acceptance. Continued use of the Service after the effective date constitutes acceptance of the updated Terms.

16. Contact

Legal/Contracts: legal@stfe.io
HIPAA/BAA: compliance@stfe.io
General: contact@stfe.io
Address: STFE Systems Inc., 8 The Green Suite R, Dover, Delaware 19901, USA

Effective Date: May 1, 2026 | Last Updated: May 4, 2026 | Document Version: 1.0