Terms of Use

1. Use of Product and License

1.1 License

Subject to this Agreement and timely payment of applicable fees, Provider grants you (“User”) a non-sublicensable, non-transferable, non-exclusive limited license to access and use the Product during your active subscription period for your internal clinical, educational, or operational purposes.

1.2 Subscription and Access

Access is provided on a subscription basis, billed monthly or annually as selected at signup. Your subscription renews automatically unless cancelled before the renewal date. You may cancel at any time through your account settings; cancellation takes effect at the end of the then-current billing period. No refunds are issued for unused portions of a billing period except as required by applicable law.

You agree to use the Product solely for internal clinical, educational, or operational purposes and in compliance with all applicable laws.

1.3 Restrictions

You shall not:

• (a) use the Product to create competing software or services;
• (b) sublicense, resell, rent, loan, or otherwise transfer access to the Product to any third party;
• (c) reverse engineer, decompile, or attempt to derive the source code of the Product;
• (d) remove or alter any proprietary notices on the Product;
• (e) share performance or benchmarking information with third parties;
• (f) input or upload any Protected Health Information (“PHI”) as defined under HIPAA into the Product; or
• (g) use the Product in any way that violates applicable law.

2. PHI and HIPAA Disclaimer

The Product is a clinical content generation tool designed to help healthcare providers create patient education materials. It is not a covered entity or business associate under HIPAA, and it is not designed, intended, or certified for the storage, transmission, or processing of PHI.

You agree not to input any PHI, including patient names, dates of birth, medical record numbers, diagnoses tied to identifiable individuals, or any other individually identifiable health information, into the Product. You remain solely responsible for ensuring no PHI is submitted. Provider disclaims all liability for any PHI submitted by you or your users, whether intentionally or inadvertently.

3. Feedback

You may submit feedback, bug reports, or suggestions to Provider at any time. If you do, Provider may use that feedback without restriction or compensation to you. Provider is under no obligation to act on any feedback.

4. Confidentiality

All code, software, algorithms, product designs, and non-public business information provided by Provider (“Confidential Information”) are proprietary and confidential. You shall not disclose or use any Confidential Information except as necessary to use the Product under this Agreement. This obligation survives termination for three (3) years.

5. Term and Termination

5.1 Term

This Agreement is effective when you create an account and continues until terminated.

5.2 Termination by User

You may stop using the Product and cancel your subscription at any time.

5.3 Termination by Provider

Provider may suspend or terminate your access at any time, with or without cause and with or without notice.

5.4 Effect of Termination

Upon termination, your right to access the Product ceases immediately. Sections 1.3, 2, 3, 4, 6, 7, 8, 9, 10, and 11 survive termination.

6. Ownership and Intellectual Property

Provider retains all right, title, and interest in the Product, including all underlying software, algorithms, models, templates, and documentation. Nothing in this Agreement transfers any ownership to you.

7. Disclaimers

7.1 Warranty Disclaimer

The Product is provided “AS IS” and may not be functional on any machine or in any environment. PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, AND PROVIDER EXPRESSLY EXCLUDES AND DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, FREEDOM FROM ERRORS, FREEDOM FROM PROGRAMMING DEFECTS, NONINTERFERENCE AND NONINFRINGEMENT, AND ALL IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE AND USAGE OF TRADE.

7.2 Medical Disclaimer

The Product generates patient education content for informational purposes only. It does not constitute medical advice, diagnosis, or treatment recommendations. You are solely responsible for reviewing, editing, and verifying all generated content before distribution to patients. Provider makes no representation that generated content is clinically accurate, complete, or appropriate for any specific patient population.

7.3 Beta

You acknowledge that:

• (a) the Product is in a beta stage and may not be fully functional;
• (b) the Product may not operate properly, be in final form or fully functional;
• (c) the Product may contain errors, design flaws or other problems;
• (d) it may not be possible to make the Product fully functional;
• (e) use of the Product may result in unexpected results, corruption or loss of data, or other unpredictable damage or loss; and
• (f) Provider has no obligation to release a commercial version of the Product or otherwise introduce the Product.

8. Limitation of Remedies and Damages

PROVIDER SHALL NOT BE LIABLE WITH RESPECT TO THE PRODUCT OR ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY FOR ANY (A) LOSS OR INACCURACY OF DATA, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (B) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUES AND LOSS OF PROFITS TO YOU OR ANY THIRD PARTIES, OR (C) DIRECT DAMAGES IN EXCESS OF THE GREATER OF (1) THE AMOUNTS ACTUALLY PAID TO PROVIDER HEREUNDER OR (2) $500.00, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. PROVIDER SHALL NOT BE RESPONSIBLE FOR ANY MATTER BEYOND ITS REASONABLE CONTROL.

9. Dispute Resolution

Any disputes arising out of or relating to this Agreement shall be resolved by binding arbitration conducted in the State of Delaware, in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in English by a single arbitrator. Judgment upon the award may be entered in any court of competent jurisdiction. Either party may seek interim injunctive relief to preserve the status quo pending arbitration. The parties agree that all claims must be brought on an individual basis and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding.

10. Miscellaneous

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. No provision of right, power or privilege under this Agreement shall be deemed to have been waived by any act, delay, omission or acquiescence on the part of any party, its agents or employees, but only by a written instrument. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

This Agreement, including any referenced attachments and/or incorporated documents, shall constitute the entire understanding between the parties regarding the subject matter described herein and supersedes any previous communications, representations or agreements whether oral or written regarding such subject matter. The parties hereto shall each be independent contractors in the performance of their obligations under this Agreement, and nothing contained herein shall be deemed to constitute either party as the agent or representative of the other party, or both parties as joint venturers or partners for any purpose.

You may not assign or transfer any of its rights or obligations hereunder without the prior written consent of Provider, which consent shall not be unreasonably withheld, and any such attempted assignment shall be void. This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

All notices required or permitted under this Agreement shall be in writing and delivered via email. Notices to Provider shall be sent to hello@medisimplify-ai.com, and notices to you shall be sent to the email address associated with your account. Notices shall be deemed received upon confirmation of delivery or 24 hours after transmission, whichever comes first.

EACH PARTY RECOGNIZES AND AGREES THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THIS AGREEMENT ARE MATERIAL, BARGAINED FOR BASES OF THIS AGREEMENT AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT.

Provider may update these Terms from time to time by posting a revised version through the Product or on its website. Continued use of the Product after such updates constitutes acceptance of the modified Terms.

11. Data Handling and HIPAA Disclaimer

The Product is not intended to receive, store, or transmit Protected Health Information (“PHI”) as defined under HIPAA. You agree not to input or upload any PHI to the Product. Provider shall have no responsibility or liability for any PHI submitted by you or your users, whether intentionally or inadvertently.