PatientPreVue

THE PLATFORM IS A HEALTH INFORMATION TECHNOLOGY TOOL ONLY.

The Company is not a healthcare provider, medical professional, licensed clinical practice, insurance carrier, or legal advisor. Nothing in this Agreement, the Platform, or any AI Output constitutes, creates, or implies:

• A healthcare provider-patient relationship between the Company and any User or Downstream User;
• Medical advice, clinical guidance, diagnosis, prognosis, or treatment recommendations of any kind;
• A professional relationship of any kind, including attorney-client, insurance broker-client, or fiduciary relationships;
• An endorsement, validation, or certification of any clinical decision made using information processed through the Platform.

Any healthcare provider, clinician, administrator, or other licensed professional who uses the Platform to support their practice retains full, exclusive, and non-delegable responsibility for all Clinical Decisions, patient care outcomes, professional standards compliance, and regulatory obligations. The Platform is a support tool only. The Company has no role in, and accepts no responsibility for, any Clinical Decision made by any User.

CRITICAL: Under no circumstances may any User, healthcare professional, patient, or Downstream User substitute AI Outputs or any other Platform-generated information for independent professional clinical judgment.

Every Clinical Decision must be made by a qualified, licensed healthcare professional who has independently evaluated the patient, the relevant clinical facts, and applicable clinical standards. Failure to do so is a misuse of the Platform for which the Company bears no responsibility.

The Platform, including all software, source code, object code, algorithms, interfaces, designs, graphics, documentation, databases, compilations, and all other components thereof, constitutes the exclusive intellectual property of the Company or its licensors and is protected by United States and international intellectual property laws, including the Copyright Act (17 U.S.C. Section 101 et seq.), the Computer Fraud and Abuse Act (18 U.S.C. Section 1030), and applicable trade secret law.

Subject to your full compliance with this Agreement, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for its intended purposes. No other rights are granted, express or implied.

You expressly agree that you shall NOT, and shall not permit or enable any third party to:

• Copy, reproduce, duplicate, archive, publish, display, transmit, broadcast, perform, distribute, sell, license, sublicense, or otherwise exploit any portion of the Platform or its content without the Company's prior written consent;
• Reverse engineer, decompile, disassemble, decode, translate, derive, or attempt to derive or reconstruct the source code, underlying algorithms, or trade secrets of the Platform;
• Modify, adapt, alter, translate, or create any derivative works based upon the Platform or any component thereof;
• Remove, alter, obscure, or circumvent any copyright notice, trademark, watermark, digital rights management mechanism, or other proprietary marking on the Platform;
• Use any data mining, scraping, crawling, robot, spider, or automated data extraction tool on or against the Platform;
• Frame, mirror, or co-brand any portion of the Platform without prior written authorization;
• Use the Platform's interface or design as a template or reference to build a competing or similar product or service;
• Register any domain name, trademark, or service mark that is identical or confusingly similar to any Company mark.

YOU, AS THE USER, ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR ANY PHI THAT YOU UPLOAD, TRANSMIT, SHARE, OR OTHERWISE MAKE AVAILABLE THROUGH THE PLATFORM.

You represent and warrant that:

• You have obtained all legally required authorizations, consents, and approvals necessary to upload or share any PHI through the Platform;
• Your use of the Platform in connection with PHI complies fully with HIPAA, HITECH, and all applicable laws;
• You will not use the Platform to share PHI in violation of any patient's legal rights;
• You maintain and adhere to all applicable policies and safeguards required of a HIPAA-covered entity or business associate;
• You have implemented a compliant HIPAA Security Rule program and your use of the Platform is consistent with that program;
• You are solely responsible for the accuracy and completeness of any PHI you upload or transmit.

THE COMPANY SHALL NOT BE LIABLE FOR ANY UNAUTHORIZED DISCLOSURE, RELEASE, OR MISUSE OF PHI THAT RESULTS FROM THE ACTIONS, OMISSIONS, NEGLIGENCE, OR MISCONDUCT OF ANY USER OR THIRD PARTY.

Without limiting the foregoing, the Company shall not be liable for:

• A User's unauthorized sharing of PHI with other users, third parties, or external systems;
• A User's failure to implement appropriate access controls or security measures;
• PHI that a User intentionally or negligently makes accessible to unauthorized individuals;
• The actions of any third party who gains access to PHI as a result of a User's conduct;
• Any downstream harm arising from PHI shared or disclosed by any User;
• Errors or inaccuracies in PHI as submitted by any User;
• Any PHI breach caused by a User's failure to comply with their own HIPAA obligations.

You agree to indemnify, defend, and hold harmless the Company from and against any and all claims, damages, penalties, fines, losses, liabilities, costs, and expenses arising out of or related to any unauthorized or improper handling of PHI attributable to your actions or omissions.

The Company does not guarantee the permanent availability, integrity, or recoverability of any PHI stored on the Platform. Users are solely responsible for maintaining independent, compliant copies of all PHI and clinical records.

The Company employs commercially reasonable administrative, technical, and physical safeguards designed to protect the Platform and the data stored therein, consistent with HIPAA Security Rule requirements.

NO DATA TRANSMISSION OVER THE INTERNET OR ELECTRONIC STORAGE SYSTEM CAN BE GUARANTEED TO BE 100% SECURE OR ERROR-FREE.

In the event of a confirmed security breach, the Company will use commercially reasonable best efforts to investigate, notify affected parties as required by law (including HIPAA's Breach Notification Rule), and cooperate with regulatory authorities.

The Company shall not be liable for damages resulting from a data breach caused by the actions or inactions of any third party. The Company's satisfaction of breach notification obligations shall not be construed as an admission of liability.

Users are solely responsible for regulatory penalties arising from their own violations of HIPAA, HITECH, or applicable state law, and shall indemnify the Company against any costs or enforcement actions arising therefrom.

The Company may engage third-party vendors to support the Platform. Where such vendors may access PHI, the Company will enter into appropriate contractual agreements, including Business Associate Agreements as required under HIPAA. The Company is not liable for the independent acts or omissions of third-party vendors beyond such contractual obligations.

The Platform incorporates artificial intelligence and automated processing technologies. By using the Platform, you expressly consent to the use of AI tools to:

• Collect, process, and analyze health-related information, clinical records, questionnaire responses, and other data you submit;
• Facilitate the sharing and routing of your information with authorized parties as necessary;
• Generate summaries, flags, analyses, and other AI-assisted outputs to support clinical and administrative workflows;
• Process data for quality assurance and operational improvement purposes.

By consenting to AI data processing, you acknowledge and understand that:

• AI processing involves automated decision-support tools and does not involve human review of every individual data input or output;
• AI-assisted outputs are generated based on algorithmic models that may not capture the full context of your individual circumstances;
• You retain the right to request human review of any AI-assisted determination that materially affects your care;
• Your consent does not limit your rights regarding your health information as described in Section 7;
• No AI Output constitutes a Clinical Decision, and no provider-patient relationship is created through AI processing.

You may withdraw your consent to AI data processing at any time by providing written notice. Withdrawal may limit the Company's ability to provide certain Platform features, and does not affect the lawfulness of processing that occurred prior to withdrawal.

ALL AI OUTPUTS ARE PROVIDED FOR INFORMATIONAL AND OPERATIONAL SUPPORT PURPOSES ONLY. THEY DO NOT CONSTITUTE MEDICAL ADVICE, CLINICAL DIAGNOSIS, TREATMENT RECOMMENDATIONS, CLINICAL STANDARDS OF CARE, LEGAL ADVICE, OR ANY FORM OF PROFESSIONAL JUDGMENT.

No healthcare provider-patient relationship is created by any AI Output. Users must not rely solely on AI Outputs for any clinical, legal, financial, or other professional decision.

You expressly acknowledge that AI processing carries inherent limitations, including:

• Errors, inaccuracies, omissions, hallucinations, or misinterpretations in AI Outputs;
• Inability to account for individual patient circumstances, clinical nuance, or contextual factors not present in the data;
• Potential for AI Outputs to reflect biases in underlying training data or model design;
• The evolving, experimental, and imperfect nature of AI technology;
• The possibility that an AI Output that appears accurate may be factually incorrect;
• The absence of any guarantee that AI Outputs will be consistent or reproducible.

BY USING THE PLATFORM, YOU EXPRESSLY ACCEPT THESE RISKS AND AGREE THAT THE COMPANY BEARS NO LIABILITY FOR ANY HARM ARISING FROM THEM.

THE COMPANY MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, FITNESS FOR CLINICAL USE, OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY AI OUTPUT.

YOU EXPRESSLY ASSUME ALL RISK ASSOCIATED WITH THE USE OF OR RELIANCE UPON AI OUTPUTS.

It is the sole, non-delegable responsibility of every qualified healthcare professional to independently verify all AI Outputs, apply their professional training and judgment, make all Clinical Decisions independently, and obtain independent informed consent from patients.

AI Outputs do not establish, define, replace, or modify the applicable standard of care for any clinical condition. No AI Output may be cited in any legal, regulatory, or administrative proceeding as evidence of the standard of care.

THE COMPANY OWES NO DUTY OF CARE TO ANY PATIENT, DOWNSTREAM USER, OR THIRD PARTY WITH RESPECT TO CLINICAL DECISIONS MADE BY HEALTHCARE PROVIDERS WHO USE THE PLATFORM.

The AI tools, models, algorithms, and related components constitute proprietary intellectual property subject to all protections in Section 4. You shall not attempt to reverse engineer, extract, or use AI Outputs to train competing AI systems.

The Company makes no representation that the AI components have been reviewed or cleared by the FDA as a medical device or Software as a Medical Device (SaMD). Users are solely responsible for ensuring compliance with applicable regulatory requirements.

The Company specifically and expressly excludes all liability for any adverse patient health outcome, any claim of medical malpractice, any harm resulting from reliance on AI Outputs, and any personal injury, death, or physical harm.

The Company specifically excludes all liability for any PHI breach caused by User conduct, third-party cyberattacks, or circumstances beyond the Company's reasonable control.

IN NO EVENT SHALL THE COMPANY'S TOTAL CUMULATIVE LIABILITY EXCEED THE GREATER OF: (A) THE AMOUNTS PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE EVENT, OR (B) ONE HUNDRED DOLLARS ($100.00).

You acknowledge that these limitations reflect a reasonable and fair allocation of risk and are an essential basis of the bargain between you and the Company.

This Agreement is effective upon your first access to or use of the Platform and remains in effect until terminated by either party.

You may terminate this Agreement at any time by ceasing all use of the Platform and deleting your account through the Platform's settings or by contacting the Company. Termination does not relieve you of any obligations incurred prior to termination.

The Company may suspend or terminate your access to the Platform at any time, with or without cause, and with or without prior notice. Grounds for termination include, but are not limited to, violation of this Agreement, suspected fraudulent or unlawful activity, non-payment, or conduct that the Company reasonably determines may harm the Platform, other users, or the Company.

Upon termination: (a) your license to access and use the Platform is immediately revoked; (b) you must cease all use of the Platform; (c) the Company may delete your account data in accordance with applicable law and its data retention policies; (d) all provisions of this Agreement that by their nature should survive termination shall survive, including Sections 4, 6, 9, 10, 11, 12, 15, and 16.

The Company may offer a free trial period for certain Platform features. Upon expiration of the trial period, continued access requires a paid subscription. The Company reserves the right to modify or discontinue free trial offerings at any time.

Subscription fees are billed in advance on a recurring basis according to the plan selected at the time of purchase. All fees are non-refundable except as expressly provided in this Agreement or as required by applicable law.

You may cancel your subscription at any time through the Platform settings. Upon cancellation, you will retain access through the end of your current billing period. No refunds will be issued for partial billing periods.

Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator and shall take place in the jurisdiction of the Company's principal place of business.

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

You expressly waive the right to participate in a class action lawsuit or class-wide arbitration against the Company.

Notwithstanding the foregoing, either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property rights or to prevent irreparable harm.