KINAXA
END USER LICENSE AGREEMENT
Kinaxa, powered by Asensei
Last updated: 8th May, 2026
This End User License Agreement (“Agreement” or “EULA”) is a binding agreement between you (“you,” “your,” or “User”) and Kinaxa Inc., a Delaware C corporation, with offices at 60 Decker, Irvine, CA 92620 (“Kinaxa,” “we,” “us,” or “our”). By downloading, installing, accessing, or using the Kinaxa application, website, or related services (collectively, the “Service”), you agree to be bound by this Agreement. If you do not agree, you may not access or use the Service.
The Service incorporates motion-capture and movement-recognition technology and a motion library developed by Asensei Inc. (“Asensei”) and licensed to Kinaxa under a white-label arrangement. The Service is marketed as “Kinaxa, powered by Asensei.” Asensei is an intended third-party beneficiary of certain provisions of this Agreement, as expressly identified below.
1. Definitions
“Authorized Provider” means a licensed healthcare professional, physical therapist, athletic trainer, strength and conditioning specialist, or other qualified clinician or instructor authorized by Kinaxa or by a Kinaxa customer to use the Service in connection with patient, client, or athlete care.
“Asensei Technology” means the motion-capture and movement-recognition software development kit, applications, motion library, models, algorithms, sample code, templates, fonts, logos, icons, images, libraries, interfaces, data, files, and other materials provided by Asensei and incorporated into the Service.
“Customer” means the clinic, healthcare organization, sports organization, or other entity that has entered into a Master Subscription Agreement or other commercial agreement with Kinaxa for access to the Service and on whose behalf you, as an Authorized Provider, may use the Service.
“End User Data” means any data that you, your Customer, or any Subject inputs into, uploads to, or generates through your use of the Service, including motion-capture and movement data, video and image data, assessment results, and any reports generated by the Service.
“Service” means the Kinaxa software platform, including all websites, mobile and tablet applications, motion-capture and movement-analysis tools (including the Asensei Technology), reports, exports, and related services made available by Kinaxa.
“Subject” means an individual on whom the Service is used, including but not limited to a patient, client, or athlete who is the focus of an assessment, exercise, or movement analysis conducted with the Service.
2. License Grant
Subject to your compliance with this Agreement and to the terms of any applicable Customer Master Subscription Agreement, Kinaxa grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely (a) for the internal professional purposes of the Customer that has authorized your access, (b) in accordance with all Service documentation, and (c) in compliance with this Agreement.
The Service is licensed, not sold. Kinaxa and its licensors (including Asensei) reserve all rights not expressly granted to you in this Agreement.
3. Eligibility
To use the Service, you represent and warrant that:
· you are at least eighteen (18) years of age;
· you are a licensed healthcare professional, an Authorized Provider, or are otherwise authorized by a Customer to access the Service;
· you will use the Service only within the scope of your professional license, training, and competence;
· you have read and understood the Sports- and Rehabilitation-Related Risks, the Limitation of Liability and Waiver, and all other provisions of this Agreement; and
· your use of the Service is lawful in every jurisdiction in which you access or use it.
4. User Obligations and Restrictions
4.1 Account Security
You are responsible for all activity that occurs under your account. Keep your username and password secure. Do not permit anyone else to access or use your credentials. Kinaxa is not responsible for any loss arising from the unauthorized use of your credentials, with or without your knowledge. You agree to notify Kinaxa immediately upon discovery of any unauthorized use.
4.2 Lawful and Ethical Use
You agree to use the Service in compliance with all applicable laws and regulations, including without limitation the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”), the Health Information Technology for Economic and Clinical Health Act (“HITECH”), the Illinois Biometric Information Privacy Act, the Texas Capture or Use of Biometric Identifier Act, the Washington biometric privacy law, the California Consumer Privacy Act as amended by the California Privacy Rights Act, and any other applicable health-information privacy, biometric-information, and consumer-protection laws. You will use the Service only within the scope of your professional license and training, and only with appropriate consent from each Subject (or the Subject's parent, guardian, or legal representative).
4.3 Restrictions
You shall not, and shall not permit any third party to:
· misrepresent your identity, age, professional credentials, or affiliation;
· copy, reproduce, modify, enhance, alter, reverse-engineer, disassemble, decompile, translate, decrypt, or convert the Service or any component of the Asensei Technology into human-readable form, except to the extent such restriction is prohibited by applicable law;
· distribute, assign, license, sub-license, lease, rent, transfer, sell, or otherwise provide access to the Service or any component of the Asensei Technology, in whole or in part, to any third party;
· use the Service or any output of the Service to develop, train, validate, or improve any artificial intelligence model, machine learning model, or competing motion-capture, movement-recognition, or movement-analysis product or service;
· remove, deface, cover, or otherwise obscure any proprietary-rights notice, trademark, or attribution (including without limitation any “Powered by Asensei” notice) appearing on or in the Service;
· use any data-mining, scraping, bot, spider, crawler, or similar automated method to access the Service or to create accounts;
· interfere with, disrupt, damage, disable, overburden, or limit the functionality of the Service or any associated hardware, software, or networks, including by introducing viruses, worms, or other malicious code;
· use the Service for any purpose that is unlawful, fraudulent, deceptive, or harmful, or that violates any obligation owed to a Subject, Customer, employer, or other third party; or
· use the Service in any manner inconsistent with applicable Customer Master Subscription Agreement, this Agreement, or the published Service documentation.
5. Sports- and Rehabilitation-Related Risks
All physical activities — including exercise, sports, rehabilitation, and movement assessment — carry inherent risks of injury. While Kinaxa takes reasonable care to provide a safe and supportive platform, certain risks cannot be eliminated. These risks may arise from participation in fitness activities, physical therapy, rehabilitation programs, sports-performance testing, or movement assessments.
Such risks may range from minor injuries (including bruises, strains, or sprains) to more serious injuries (including musculoskeletal injuries, joint or back injuries, cardiovascular events, or, in rare cases, death). You acknowledge that use of the Service in connection with rehabilitation or clinical care may involve heightened risks depending on the Subject's underlying condition. You are responsible for evaluating each Subject's appropriateness for any movement, assessment, or exercise conducted using the Service, and for ensuring that an appropriate qualified healthcare provider has cleared the Subject's participation where indicated.
6. Limitation of Liability and Waiver
6.1 Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER KINAXA NOR ASENSEI SHALL BE LIABLE FOR ANY INJURIES, DAMAGES, OR LOSSES OF ANY KIND WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, OR USE, ARISING OUT OF OR RELATED TO THE SERVICE, THE ASENSEI TECHNOLOGY, OR ANY INFORMATION CONTAINED IN OR GENERATED BY THE SERVICE. THIS LIMITATION INCLUDES, WITHOUT LIMITATION, ANY MOTION-CAPTURE OUTPUT, MOVEMENT ANALYSIS, OR ASSOCIATED OUTPUT GENERATED BY THE SERVICE, AND APPLIES REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, UNDER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE), EVEN IF KINAXA OR ASENSEI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND THEREFORE SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Without limiting the foregoing, neither Kinaxa nor Asensei shall be liable for any injury, harm, or adverse outcome resulting from: (i) use of the Service in any clinical, rehabilitation, or therapeutic context; (ii) reliance on any analysis, output, or recommendation generated by the Service; or (iii) any decisions made by you, by another Authorized Provider, by a Customer, or by a Subject.
6.2 Assumption of Risk
The Service is provided on an “AS IS” and “AT YOUR OWN RISK” basis. You accept full responsibility for any risk of bodily injury, death, or property damage to any Subject, yourself, or any third party arising out of or related to your use of the Service.
You acknowledge that the Service utilizes automated systems, including artificial intelligence and machine-learning models, and that outputs generated by such systems are inherently probabilistic, may contain errors or omissions, and may not be appropriate for any specific individual. You agree that you will not rely solely on any automated output generated by the Service for medical, clinical, or treatment decisions. All such outputs must be independently reviewed and validated by a qualified healthcare professional exercising appropriate professional judgment.
6.3 Release
To the maximum extent permitted by law, you hereby release, waive, discharge, and covenant not to sue Kinaxa, Asensei, and each of their respective officers, directors, employees, partners, contractors, licensors, and affiliates from any and all liability, including but not limited to liability for negligence, for any personal injury, property damage, or wrongful death arising from or related to your use of the Service.
7. Health Data, Clinical Use, and Biometric Information
7.1 HIPAA and Protected Health Information
In connection with providing the Service, Kinaxa may receive, access, maintain, or transmit “Protected Health Information” (“PHI”) on behalf of Customers that qualify as “Covered Entities” under HIPAA. To the extent Kinaxa acts as a Business Associate of a Covered Entity, Kinaxa will use and disclose PHI only as permitted under applicable law, the applicable Customer agreement, and any executed Business Associate Agreement. Each Covered Entity is solely responsible for determining what PHI is shared with the Service and for providing required notices and obtaining necessary consents in accordance with applicable law.
7.2 Clinical Use and No Medical Advice
The Service — including any motion capture, movement recognition, analysis, insights, or feedback — is intended solely as a clinical decision-support tool. It is not designed or intended to diagnose, treat, cure, or prevent any medical condition. Kinaxa does not provide medical advice or clinical services. Nothing in the Service is intended to replace or reduce the standard of care required of any licensed healthcare professional.
7.3 Provider Responsibility
Where the Service is used in a clinical or therapeutic setting, the applicable healthcare provider, clinic, or Authorized Provider retains sole responsibility for all patient care, treatment decisions, supervision, and outcomes.
7.4 Motion Capture and Biometric Data
The Service captures, processes, and analyzes video, images, and movement data using the Asensei Technology. Such data may constitute biometric identifiers or health-related data under applicable law. By using the Service, you acknowledge and consent to such collection and processing. You are solely responsible for obtaining any legally required consents, authorizations, or notices from each Subject before capturing, processing, or analyzing any video, image, biometric, or health-related data using the Service.
7.5 No Emergency Use
The Service is not intended for emergency use or real-time medical monitoring. It does not detect all injuries or medical conditions and must not be relied upon for urgent or critical decisions. In the event of a medical emergency, seek immediate medical attention.
8. Intellectual Property; Powered by Asensei
8.1 Kinaxa Intellectual Property
All right, title, and interest in and to the Service (other than the Asensei Technology), including all copyrights, trademarks (including the KINAXA name and marks), trade dress, trade secrets, patents, and other intellectual-property rights, are owned by Kinaxa or its licensors. Except for the limited license expressly granted in Section 2, you receive no rights, express or implied, in any of Kinaxa's intellectual property under this Agreement.
8.2 Asensei Technology
The Asensei Technology is owned by Asensei and is licensed (not sold) to Kinaxa. All right, title, and interest in and to the Asensei Technology — including all copyrights, trademarks (including the ASENSEI name and marks), trade secrets, patents, and other intellectual-property rights — are and shall remain the exclusive property of Asensei. The Service is marketed as “Kinaxa, powered by Asensei,” and the Asensei attribution may not be removed, defaced, or obscured. You receive no rights in the Asensei Technology or in any Asensei mark under this Agreement.
8.3 Asensei as Third-Party Beneficiary
Asensei is an express third-party beneficiary of Sections 4 (User Obligations and Restrictions), 6 (Limitation of Liability and Waiver), 8 (Intellectual Property), 9 (Indemnification), and 10 (Disclaimer of Warranties) of this Agreement, with the right to enforce those provisions directly against you. No other provision of this Agreement is intended to confer any rights or remedies on any third party.
8.4 Feedback
If you submit any suggestion, idea, enhancement request, recommendation, or other feedback regarding the Service (“Feedback”), you grant Kinaxa and Asensei a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable license to use, copy, modify, distribute, and exploit such Feedback for any purpose without restriction or compensation to you.
8.5 Reservation of Rights
All rights not expressly granted to you in this Agreement are reserved by Kinaxa and Asensei. No implied licenses are granted under this Agreement.
9. Indemnification
You agree to indemnify, defend, and hold harmless Kinaxa, Asensei, and each of their respective affiliates, directors, officers, employees, agents, suppliers, and licensors (each, an “Indemnified Party”) from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
· your use of the Service;
· any data, content, video, image, or other material uploaded to or processed by the Service by you or on your behalf;
· your breach or alleged breach of this Agreement;
· your violation of any applicable law or regulation, including without limitation HIPAA, HITECH, biometric-information laws, and consumer-protection laws;
· your failure to obtain required consents, authorizations, or permissions, including from any Subject;
· any patient injury, treatment decision, or clinical outcome associated with your use of the Service; or
· your violation of any third-party right, including any intellectual-property right, publicity, confidentiality, property, or privacy right, or any misrepresentation made by you.
The applicable Indemnified Party may, at its own expense, assume exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate fully with the Indemnified Party in asserting any available defenses. You shall not settle any matter without the prior written consent of the applicable Indemnified Party.
10. Disclaimer of Warranties
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, KINAXA AND ASENSEI EACH EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUS, QUIET ENJOYMENT, SYSTEM INTEGRATION, SECURITY, AND ACCURACY.
Without limiting the foregoing, neither Kinaxa nor Asensei makes any representation or warranty regarding (a) the accuracy, reliability, or clinical validity of any movement analysis, feedback, or automated output generated by the Service; (b) that the Service will be error-free, uninterrupted, secure, or free from harmful components; or (c) that the Service is suitable for any particular Subject, condition, or use case.
Some jurisdictions do not allow the exclusion of certain warranties, so the above limitations or exclusions may not apply to you.
11. Privacy
Kinaxa's collection and use of personal information in connection with the Service is described in the Kinaxa Privacy Policy, available at https://www.kinaxa-info.com, which is incorporated into this Agreement by reference. By using the Service, you acknowledge that you have read the Privacy Policy and agree to its terms. Where Kinaxa receives PHI on behalf of a Customer that is a Covered Entity, the applicable Business Associate Agreement governs Kinaxa's handling of such PHI.
12. Term and Termination
This Agreement is effective on the date you first access or use the Service and continues until terminated. Kinaxa may suspend or terminate your access to the Service, in whole or in part, at any time and for any reason, with or without notice, including for breach of this Agreement, breach of an applicable Customer agreement, or termination of the Customer relationship under which you are authorized to use the Service.
If the Asensei license under which Kinaxa makes the Asensei Technology available is terminated, expires, or is materially modified, Kinaxa may modify, suspend, or terminate the affected functionality of the Service without liability to you. Upon termination of this Agreement, your right to use the Service immediately ceases. Sections 4, 6, 7, 8, 9, 10, 13, 14, and 15, and any other provision that by its nature should survive, will survive termination of this Agreement.
13. Governing Law; Dispute Resolution
13.1 Governing Law
This Agreement is governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles, and shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods.
13.2 Binding Arbitration; Class-Action Waiver
Except as provided below, any dispute, claim, or controversy arising out of or relating to this Agreement or the Service shall be resolved exclusively by binding individual arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, by a single arbitrator. The arbitration shall be conducted in San Francisco, California, in the English language. Judgment on the award may be entered in any court of competent jurisdiction.
YOU AND KINAXA EACH WAIVE THE RIGHT TO TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN ANY CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate claims of more than one person and may not preside over any form of representative or class proceeding.
13.3 Carve-Outs
Notwithstanding Section 13.2, (a) either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual-property rights or confidential information, and (b) either party may bring an individual claim in a small-claims court of competent jurisdiction.
13.4 Venue
Any action or proceeding not subject to arbitration shall be brought exclusively in the state or federal courts located in San Francisco County, California, and you consent to the exclusive jurisdiction of such courts.
14. Changes to this Agreement
Kinaxa may modify this Agreement from time to time. Unless changes are required for legal reasons, Kinaxa will provide reasonable advance notice before the modified Agreement becomes effective, including by posting the modified Agreement within the Service or on the Kinaxa website. Your continued use of the Service after the effective date of the modification constitutes your acceptance of the modified Agreement. If you do not agree to the modified Agreement, you must stop using the Service.
15. General
15.1 Entire Agreement
This Agreement, together with any applicable Customer Master Subscription Agreement, Business Associate Agreement, and the Kinaxa Privacy Policy, constitutes the entire agreement between you and Kinaxa with respect to the Service and supersedes all prior or contemporaneous understandings, communications, and agreements, whether written or oral.
15.2 Severability
If any provision of this Agreement is held invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions of this Agreement will remain in full force and effect.
15.3 No Waiver
No waiver by Kinaxa of any breach or default under this Agreement will be deemed a waiver of any subsequent breach or default. Any failure by Kinaxa to enforce any provision of this Agreement is not a waiver of Kinaxa's right to do so later.
15.4 Assignment
You may not assign or transfer this Agreement or any of your rights or obligations under it, by operation of law or otherwise, without Kinaxa's prior written consent. Kinaxa may assign this Agreement without your consent, including to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section is void.
15.5 Force Majeure
Neither party is liable for any failure or delay in performance under this Agreement to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, or failure of telecommunications, hosting, or third-party services (including the Asensei Technology).
15.6 Notices
Notices to Kinaxa under this Agreement must be sent to: Kinaxa Inc., Attn: Legal, 60 Decker, Irvine, CA 92620, with a copy by email to info@kinaxa-info.com. Notices to you may be sent to the email address associated with your account.
15.7 Headings
Section headings are for convenience only and do not affect the interpretation of this Agreement.
16. How to Contact Us
If you have any questions about this Agreement, please contact us at:
Kinaxa Inc.
Email: info@kinaxa-info.com
Kinaxa, powered by Asensei