Terms of Service

01Agreement to these Terms

These Terms of Service (this "Agreement" or these "Terms") govern access to and use of the Services provided by AI Health Studio LLC, a Wyoming limited liability company doing business as Medrecords AI ("Medrecords AI," "we," "us," or "our"). "Services" means (a) the medrecords.ai website and its interactive tools, including the ROI calculator, plan-fit quiz, and demo-request forms (the "Site"), and (b) the Medrecords AI medical-evidence platform at app.medrecords.ai, its modules, the Connect API, and related support (the "Platform").

You accept these Terms by (a) purchasing access through an ordering screen that references them, (b) creating an account or clicking a box indicating acceptance, (c) uploading a file — including through Test a File, or (d) using the Services. The individual accepting does so on behalf of a company, firm, or other legal entity ("Customer," "you," or "your") and represents that they have authority to bind that entity. If you do not have that authority, or the entity does not agree to these Terms, do not accept them and do not use the Services.

These Terms incorporate by reference our Privacy Notice, Cookie Policy, Data Processing Addendum ("DPA"), and — where you process protected health information — a Business Associate Agreement ("BAA"). If you have a separately executed master agreement or Order Form with us, the order of precedence is: (1) the BAA as to PHI, (2) the DPA as to personal data, (3) the Order Form, (4) the master agreement, (5) these Terms. This Version 2.0 supersedes the Terms of Service dated January 1, 2025.

02Who may use the Services

The Services are built for professional review of medical evidence by organizations and licensed professionals — plaintiff and defense law firms, legal nurse consultants, insurance carriers, third-party administrators, self-insured employers, IME/QME physicians and evaluation firms, and government claims programs. The Services are not directed to consumers or to individuals seeking medical care, and are not available to anyone under 18.

You may use the Services only for lawful business purposes connected to the review, analysis, and reporting of records you are authorized to hold — and in compliance with all laws that apply to you, including HIPAA and HITECH where applicable, state medical-privacy and insurance laws, court rules, protective orders and discovery obligations, and the ethical rules of your profession (including, for attorneys, your jurisdiction's rules on competence, confidentiality, and supervision of technology-assisted work).

03The Services & plans

3.1 What the Platform does. The Platform ingests medical records in any format — multi-page PDFs, scans, handwritten notes, and DICOM imaging studies — and produces structured, source-cited work product through its modules: Medical Records OCR (multi-engine text extraction with uncertainty scoring and low-confidence flags), Medical Imaging Review (DICOM ingestion, integrated PACS viewer, 3D reconstruction — see Section 10), Medical Chronology (clinical-event timelines synced to source pages), Medical Record Q&A (cited answers to questions about the record), Verifiable AI Citations (source-linking of every generated statement), Medical Summary Reports (templated, editable, attestable reports), and Case Outcome Benchmarks (informational ranges from comparable resolved matters — see Section 9.4).

3.2 Deployment plans. The Platform is offered in three plans, which differ in where records are processed: Self-Service (processing in our HIPAA-eligible AWS cloud under our BAA), AI Enablement (AI inference runs inside your own AWS or Azure tenancy, under your keys and your cloud agreements), and Enterprise On-Prem (deployed in infrastructure you control). Plan-specific data-handling terms are set out in Annex 3 of the DPA; if a description on the Site conflicts with the DPA, the DPA controls.

3.3 What you don't get. The Services are provided as online services; you will not receive a copy of, or access to, the underlying software or source code (except as expressly agreed in an Enterprise On-Prem Order Form, which governs any delivered components). Templates, documentation, and sample content we provide ("Medrecords AI Content") are part of the Services. All rights not expressly granted are reserved.

04Accounts & security

4.1 Registration and users. You must register with accurate information and a work email address, and keep it current. Access is limited to individuals you authorize ("Users"), for your own internal business purposes. You are responsible for your Users' compliance with these Terms and for all activity under your accounts, except activity caused by a third party exploiting a vulnerability in the Services themselves.

4.2 Permissions are yours to manage. The Platform enforces case-level, minimum-necessary access: each User sees only the cases assigned to them. You are solely responsible for setting and managing those assignments and role permissions, including which Users may administer permissions. We have no liability for permissions you or your Users configure.

4.3 Credentials. You are responsible for safeguarding credentials, multi-factor authentication devices, recovery codes, and API tokens (including Case Access Tokens issued through the CRM token exchange). Notify [email protected] immediately of any suspected unauthorized access or security breach.

4.4 Audit logging. The Platform maintains an audit log of access to case content, including PHI access events (user, timestamp, action). These logs exist for your compliance and ours; they are retained as described in the DPA and are exportable by your administrators in-product.

05Fees & billing

5.1 Self-Service (metered). Self-Service is billed per page processed at the rate displayed at purchase (currently $0.10 per page), with no per-seat fees, no subscription minimum, and no license fee. A "page" is a page of an ingested document, or the imaging-study unit shown in your pre-run estimate for DICOM series, as counted at ingestion. Metering is performed by the Platform's usage analytics; your dashboard shows per-case and per-feature consumption, and the same metering supports case-level bill-back on your side.

5.2 Estimates & spend caps. Before a run, the Platform shows a cost estimate. You may set monthly spend caps and per-case guardrails; processing pauses rather than exceeding a cap you have set. Fees for pages already processed are earned when processing completes and are non-refundable except as expressly stated in this Agreement.

5.3 Enterprise plans. AI Enablement and Enterprise On-Prem are purchased under an Order Form, which states fees, implementation services, support tiers, and any volume pricing. Order Form payment obligations are non-cancelable and non-refundable except as stated in the Order Form or this Agreement.

5.4 Payment. We charge fees via credit card, ACH, or another authorized method, directly or through our payment processor (currently Stripe — see the Subprocessor List); processing is subject to the processor's terms, and no medical records or PHI are shared with the processor. Where authorized, recurring or metered charges bill automatically until you cancel or change your payment method in account settings. We may correct billing errors even after payment is requested or received.

5.5 Taxes. Fees exclude taxes, levies, and duties ("Taxes"). You are responsible for all Taxes on your purchases; we are responsible for taxes on our income, property, and employees. If we must collect Taxes you owe, we will invoice you.

5.6 Billing disputes; failure to pay. If you believe you were billed incorrectly, contact [email protected] within sixty (60) days of the statement containing the error to receive an adjustment. If fees are past due, we may retry your payment instrument and, after notice, suspend access pending payment; correctly billed amounts confirmed after review are due within ten (10) days of notice.

06Test a File — evaluation terms

Test a File lets you submit a single real file and receive a cited sample output before you buy. The following applies to any evaluation, free trial, pilot, or proof-of-concept use (collectively, "Evaluations"):

• BAA first. Our click-through BAA is presented and must be accepted before upload. Files are handled under the same encryption, access-control, and audit-logging safeguards as paid production use.
• Authority. You must have the legal right to submit the file — through client authorization, subpoena, discovery, claims administration, or another lawful basis. Do not submit records you are not entitled to hold.
• Automatic deletion. Evaluation files and outputs are deleted thirty (30) days after delivery of your sample unless you convert to a paid plan or ask us in writing to delete sooner. Deletion follows the DPA's disposal terms.
• Never training data. Evaluation files are covered by the never-train commitment in Section 8 to the same extent as paid use.
• Evaluation only. Evaluation outputs are provided "as is," without service levels, for your internal assessment of the Platform. They are drafts under Section 9 and are not intended to be filed, served, or relied on in any matter without the verification Section 9 requires.

We may set reasonable limits on Evaluations (e.g., one file per organization, page caps) and may decline or end an Evaluation at any time.

07PHI, HIPAA & the BAA

7.1 Roles. The records you process may contain protected health information ("PHI") under HIPAA, or medical information protected by state law even where HIPAA does not apply to you (for example, many personal-injury firms, property-casualty carriers, and workers'-compensation programs are not HIPAA covered entities). Our HIPAA & BAA page explains how the roles map to each customer type.

7.2 BAA required before PHI. Where we create, receive, maintain, or transmit PHI on your behalf — which includes all Self-Service and Test-a-File processing — a BAA must be in place first. Our standard BAA is presented at signup and at Test-a-File upload; enterprise customers may execute a countersigned BAA instead. Uploading PHI without an executed BAA is a material breach of these Terms. Where you are not a HIPAA-regulated entity, the BAA's safeguards still apply contractually to the medical records you process.

7.3 Plan differences. Under AI Enablement, inference runs in your cloud tenancy under your provider agreements (including your cloud provider's BAA); under Enterprise On-Prem, records stay in infrastructure you control. In those plans our business-associate role is limited to the functions we actually perform (e.g., support access you grant), as detailed in the BAA and DPA Annex 3.

7.4 Your responsibilities. You are responsible for: obtaining all authorizations, consents, court orders, or other legal bases required to collect and submit the records you process; honoring restrictions attached to them (protective orders, minimum-necessary rules, state consent laws for sensitive categories such as behavioral health, substance-use-disorder (42 CFR Part 2), HIV, and genetic information); configuring Platform access controls appropriately; and training your workforce. We are responsible for the safeguards and obligations stated in the BAA and DPA.

08Your records & the never-train promise

8.1 Customer Content. "Customer Content" means everything you or your Users upload or submit — medical records, DICOM studies, claims files, annotations, templates, letterhead — and the outputs generated from it for you (chronologies, summaries, answers, reports). You retain all right, title, and interest in Customer Content. You grant us and our subprocessors a non-exclusive, worldwide, royalty-free license to host, process, transmit, and display Customer Content solely to provide the Services to you, to comply with law, and as you otherwise direct. You represent that you have all rights necessary to grant this license.

8.3 Service Data. "Service Data" means operational telemetry about use of the Services — feature usage, page counts, token metering, performance, and error data — that does not include Customer Content and is not derived from the substance of any medical record. We own Service Data and may use it in aggregated or de-identified form to operate, secure, bill for, and improve the Services. Service Data is what powers your usage-analytics dashboard and case bill-back reporting.

8.4 Retention, export, deletion. You can export Customer Content (PDF/DOCX report export, structured data, and audit logs) at any time during the term. Retention schedules, deletion on case closure or termination, deletion certificates, and backup-purge timing are specified in the DPA.

09AI output & your duty to verify

9.1 Drafts, by design. The Platform uses large language models, vision models, and other AI systems. All generated output — chronologies, summaries, extracted values, Q&A answers, benchmark ranges, report drafts — is a preliminary draft for review by a qualified professional. AI systems can produce inaccurate, incomplete, or fabricated statements; OCR of degraded scans and handwriting can misread; imaging-derived events can be mis-dated or mis-attributed.

9.2 Citations are for verification — use them. Verifiable AI Citations links each generated statement to the source page or DICOM image it came from, and uncertainty scoring flags low-confidence readings instead of hiding them. These features exist so verification is fast — they are not a substitute for it. Before any output is filed with a court, served on a party, submitted to a regulator, used in a claim determination or reserve decision, incorporated into an IME/QME opinion, or otherwise relied on, a licensed or qualified professional on your side must verify it against the source record. Attorneys' and physicians' duties of independent judgment are non-delegable, and you bear the consequences of relying on unverified output.

9.3 Not professional advice. We are a technology company. The Services do not constitute, and are not a substitute for, the practice of law or medicine or the provision of legal, medical, actuarial, or claims-adjusting advice. Using the Platform does not create an attorney-client, physician-patient, or fiduciary relationship with us. You remain solely responsible for professional decisions. AI does the reading; you make the calls — always.

9.4 Case Outcome Benchmarks. Benchmark ranges are statistical information drawn from comparable resolved matters and the drivers cited in your record. They are not a valuation, settlement recommendation, reserve figure, or prediction of any outcome, and must not be presented to a client, insured, claimant, court, or regulator as ours. Case outcomes depend on facts, venues, and judgment outside any model.

10Not a medical device; no clinical use

Medical Imaging Review — including DICOM ingestion, the integrated PACS-style viewer, 3D reconstruction, and imaging events placed on the chronology — is provided solely for record-review, claims, and medico-legal purposes: understanding, organizing, and cross-referencing imaging that already exists in a file.

The Services are not a medical device, are not cleared or approved by the U.S. Food and Drug Administration, and must not be used for primary diagnostic reading, diagnosis, treatment planning, patient monitoring, or any other clinical purpose, or as the basis for decisions about any individual's medical care. Rendered reconstructions are visualization aids and may not be diagnostic-quality. If a clinical question arises from anything you see in the Services, refer it to a qualified physician working from the original imaging.

11Acceptable use

You will not, and will not permit any User or third party to, directly or indirectly:

• upload records you have no lawful basis to hold or process, or use the Services to stalk, harass, or profile any individual;
• use the Services for clinical care (Section 10), for consumer purposes, or to provide legal or medical advice to the public without professional involvement;
• copy, modify, translate, or create derivative works of the Services; reverse engineer, decompile, or attempt to discover source code, non-public APIs, models, prompts, or underlying algorithms (except to the extent this restriction is prohibited by law);
• sell, resell, rent, lease, sublicense, time-share, or otherwise make the Services available to any third party, or white-label output as produced by anything other than your own review, except as expressly permitted in an Order Form;
• use the Services to build, train, benchmark, or support a competing product, or publish benchmarks of the Services without our prior written consent;
• circumvent page metering, spend caps, rate limits, license validation, or any security or access control; probe, scan, or test the vulnerability of any Medrecords AI system except under a written security-testing agreement;
• introduce malware or interfere with the integrity or performance of the Services (including flood pings and denial-of-service);
• remove or obscure proprietary notices, or use our marks except as permitted in writing.

If use of the Services (including by your Users) threatens the security, integrity, or availability of the Services or other customers' data, we may suspend access. We will use commercially reasonable efforts to give notice and an opportunity to cure first, to limit any suspension to the accounts involved, and to lift it promptly once resolved.

12Connect API & integrations

12.1 Connect API. The Connect API (case create/update, file upload, template context, webhooks) is part of the Services. We may set and enforce rate and usage limits, version and deprecate endpoints with reasonable notice, and suspend API access that threatens platform stability. API credentials and Case Access Tokens are your Confidential Information to protect; the CRM token exchange exists so your systems never share standing credentials with ours.

12.2 Third-party applications. If you connect a case-management, claims, or other third-party system, you are responsible for that system's security and for your agreements with its provider, and you represent you may share the connection credentials you provide. We do not endorse and are not responsible for third-party applications; webhook payloads delivered to endpoints you configure are your responsibility once delivered.

13Intellectual property

13.1 Ours. Medrecords AI and its licensors own the Services, the underlying software, models, prompts, interfaces, documentation, Medrecords AI Content, and all related intellectual-property rights, including improvements and derivatives. No implied licenses.

13.2 Yours. As between the parties, you own Customer Content — including the generated chronologies, summaries, and reports produced for you, which for law-firm customers typically constitute attorney work product. To the extent we hold any right in generated output, we assign it to you upon creation, subject to our ownership of the Services and of any Medrecords AI Content embedded in templates.

13.3 Feedback. If you send suggestions or feedback, we may use them without restriction or obligation, provided we do not identify you as the source without consent and never use Customer Content as "feedback."

14Confidentiality

Each party may receive non-public information of the other ("Confidential Information"). Ours includes non-public features, security documentation, and pricing; yours includes all Customer Content. Each party will protect the other's Confidential Information with at least reasonable care, use it only to perform under this Agreement, and limit access to those with a need to know who are bound by obligations at least as protective. Exclusions: information that is or becomes public without breach, was already known without restriction, is received lawfully from a third party, or is independently developed.

If disclosure is compelled by law, subpoena, or court order, the receiving party will (where legally permitted) give prompt notice and reasonable assistance to contest or narrow the demand. Given the nature of medical-legal records, we treat litigation-hold and protective-order constraints you communicate to us as instructions under the DPA.

15Disclaimers of warranties

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, AN ORDER FORM, THE BAA, OR THE DPA, THE SERVICES, MEDRECORDS AI CONTENT, AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND MEDRECORDS AI EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, MEDRECORDS AI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT ANY OUTPUT WILL BE ACCURATE, COMPLETE, OR RELIABLE WITHOUT THE PROFESSIONAL VERIFICATION REQUIRED BY SECTION 9; OR THAT THE SERVICES SATISFY YOUR REGULATORY OBLIGATIONS — DETERMINING SUITABILITY FOR YOUR MATTERS REMAINS YOUR RESPONSIBILITY.

SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY DISCLAIMERS, SO PORTIONS OF THE FOREGOING MAY NOT APPLY TO YOU. OUR SECURITY, PRIVACY, AND NEVER-TRAIN COMMITMENTS IN SECTION 8, THE DPA, AND THE BAA ARE UNAFFECTED BY THIS SECTION.

16Indemnification

16.1 By you. You will defend, indemnify, and hold harmless Medrecords AI and its officers, members, employees, and agents from third-party claims and resulting damages, costs, and reasonable attorneys' fees arising out of: (a) Customer Content, including any claim that you lacked the rights, authorizations, or consents to submit it; (b) your or your Users' violation of law or of Sections 2, 7, 9, 10, or 11; or (c) professional decisions made, filings served, determinations issued, or opinions rendered in reliance on output that was not verified as Section 9 requires.

16.2 By us. We will defend, indemnify, and hold you harmless from third-party claims that the Services, as provided by us and used per this Agreement, infringe a U.S. patent, copyright, or trademark, or misappropriate a trade secret — excluding claims arising from your modifications, from combination with items not provided by us, or from use in violation of this Agreement. If the Services are enjoined, we may procure the right to continue, replace or modify them to be non-infringing, or terminate the affected Services and refund prepaid, unused fees. This Section 16.2 states our entire liability for IP infringement.

16.3 Procedure. The indemnified party must give prompt notice, reasonable cooperation, and sole control of defense and settlement to the indemnifying party; no settlement imposing obligations on the indemnified party without its consent.

17Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUES, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY AND REGARDLESS OF THE THEORY OF LIABILITY.

EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT — INCLUDING THE DPA AND THE BAA, AND ACROSS ALL CLAIMS, INCIDENTS, AND CAUSES OF ACTION COMBINED — WILL NOT EXCEED, IN THE AGGREGATE, THE FEES ACTUALLY PAID BY CUSTOMER FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. THIS IS A SINGLE, NON-REPLENISHING AGGREGATE CAP — NOT A CAP PER INCIDENT OR PER CLAIM.

SECURITY INCIDENTS. A SECURITY INCIDENT (AS DEFINED IN THE DPA) IS NOT, BY ITSELF, A BREACH OF THIS AGREEMENT. MEDRECORDS AI IS LIABLE IN CONNECTION WITH A SECURITY INCIDENT ONLY TO THE EXTENT THE INCIDENT RESULTED FROM ITS MATERIAL FAILURE TO MAINTAIN THE SAFEGUARDS IN DPA ANNEX 2, AND IN NO EVENT FOR INCIDENTS ARISING FROM (A) CUSTOMER OR USER CREDENTIALS, PERMISSIONS, OR CONFIGURATIONS; (B) CUSTOMER SYSTEMS, CRM CONNECTIONS, OR WEBHOOK ENDPOINTS CUSTOMER CONFIGURES; (C) DATA AFTER CUSTOMER EXPORTS IT OUT OF THE SERVICES; OR (D) INFRASTRUCTURE CUSTOMER CONTROLS UNDER AI ENABLEMENT OR ENTERPRISE ON-PREM. THE NOTIFICATION, MITIGATION, AND COOPERATION DUTIES IN THE DPA AND BAA ARE CUSTOMER'S EXCLUSIVE NON-MONETARY REMEDIES FOR A SECURITY INCIDENT, AND EACH PARTY BEARS THE COSTS OF ITS OWN LEGAL OBLIGATIONS ARISING FROM ONE (INCLUDING CUSTOMER'S NOTIFICATIONS TO INDIVIDUALS, REGULATORS, CLIENTS, COURTS, OR CARRIERS AND ANY CREDIT MONITORING CUSTOMER ELECTS TO OFFER); ANY MONETARY LIABILITY REMAINS SUBJECT TO THE AGGREGATE CAP AND EXCLUSIONS ABOVE.

NOTHING IN THIS SECTION LIMITS LIABILITY FOR A PARTY'S FRAUD OR WILLFUL MISCONDUCT, CUSTOMER'S PAYMENT OBLIGATIONS, OR LIABILITY THAT CANNOT BE LIMITED BY LAW. THESE LIMITS ARE AN ESSENTIAL PART OF THE BARGAIN AND APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

18Term, suspension & termination

18.1 Term. These Terms apply from your first acceptance and continue while you use the Services. Self-Service has no fixed term: you may stop processing and close your account at any time, owing only fees for pages already processed. Order-Form plans run for the stated subscription period and renew as the Order Form provides.

18.2 Termination for cause. Either party may terminate on written notice if the other materially breaches and fails to cure within thirty (30) days of notice. We may suspend or terminate immediately for breaches of Section 7.2 (PHI without a BAA), Section 11 (acceptable use), or non-payment after notice, or where required by law.

18.3 Effect of termination. If you terminate for our uncured breach, we will refund prepaid fees for the unused portion of the subscription period. If we terminate for your uncured breach, unpaid fees for the remainder of the then-current subscription period become due. Upon any termination your license ends; for thirty (30) days you retain export-only access to retrieve Customer Content (reports, structured data, audit logs), after which we delete Customer Content per the DPA's disposal terms — including from backups — and provide a deletion certificate on request. PHI handling on termination follows the BAA (return or destruction, or continued protection where return is infeasible).

18.4 Survival. Sections 5 (as to accrued fees), 8.2, 9, 10, 13, 14, 15, 16, 17, 18.3, 20, and 21 survive termination.

19Changes to the Services or these Terms

The Services are online services and evolve; we will not materially decrease core functionality during a paid subscription period. We may modify these Terms by posting the updated version at this page (or a successor URL) and, for material changes, giving you at least thirty (30) days' notice by email or in-product notice before they take effect.

If you do not agree to a material change, you may terminate within the notice period and receive a refund of prepaid, unused fees; continued use after the effective date is acceptance. Changes to the Subprocessor List follow the separate notice-and-objection mechanism in the DPA.

20Governing law & venue

This Agreement and any dispute arising out of or related to it are governed by the internal laws of the State of Wyoming, without regard to conflicts-of-law rules. The state and federal courts located in Sheridan, Wyoming have exclusive jurisdiction, and each party consents to personal jurisdiction and venue there. Each party waives any right to a jury trial in any action arising out of or related to this Agreement.

Before filing suit (other than for injunctive relief or to protect intellectual property or Confidential Information), the parties will attempt in good faith to resolve any dispute through executive-level discussion for thirty (30) days after written notice. In any action to enforce this Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees and costs.

Individual claims; time limit. To the fullest extent permitted by law, claims may be brought only in a party's individual capacity — not as a plaintiff or member of any class, consolidated, or representative proceeding — and any claim arising out of or related to this Agreement (other than a claim for unpaid fees) must be commenced within one (1) year after the cause of action accrues, or it is permanently barred.

21General provisions

21.1 Publicity. We will identify you by name or logo as a customer only with your prior written consent. Given the sensitivity of medical-legal work, we default to archetype descriptions (e.g., "a national IME firm") unless you approve attribution.

21.2 Notices. We may give service notices by email to your account address or in-product; notices are deemed effective the next business day. Legal notices to us go to [email protected] and by mail to AI Health Studio LLC, 30 North Gould Street, Sheridan, Wyoming 82801, USA.

21.3 Assignment. Neither party may assign this Agreement without the other's prior written consent (not to be unreasonably withheld), except either party may assign it in connection with a merger, acquisition, reorganization, or sale of substantially all assets; any assignee of ours must assume the BAA, DPA, and Section 8.2 in full. Purported assignments in violation of this section are void.

21.4 Force majeure. Neither party is liable for delay or failure (other than payment obligations) caused by events beyond its reasonable control — natural disasters, acts of government, epidemics, war, terrorism, labor disputes, internet or power failures — provided it resumes performance promptly.

21.5 Relationship; no third-party beneficiaries. The parties are independent contractors; nothing creates a partnership, agency, fiduciary, or employment relationship. There are no third-party beneficiaries, except that individuals' rights under HIPAA are addressed exclusively through the BAA and applicable law.

21.6 Severability; waiver; entire agreement. If any provision is held unenforceable, the remainder stays in effect and the provision is enforced to the maximum extent permitted. Waivers must be in writing and signed. This Agreement (with all Orders, the BAA, the DPA, and the policies it references) is the entire agreement regarding the Services and supersedes all prior agreements and representations, including the January 1, 2025 Terms of Service.

22Contact & legal entity