Terms of Service
Terms of Service
Last Updated: January 1, 2025
THESE TERMS OF SERVICE (this “Agreement”) GOVERN YOUR ACCESS TO AND USE OF THE SERVICE (AS DEFINED BELOW) PROVIDED BY AI Health Studio LLC, DOING BUSINESS AS MedRecords AI (“MedRecords AI”). BY (A) PURCHASING ACCESS TO THE SERVICE THROUGH AN ONLINE ORDERING PROCESS THAT REFERENCES THIS AGREEMENT, (B) SIGNING UP FOR A FREE ACCESS PLAN FOR THE SERVICE THROUGH A SCREEN THAT REFERENCES THIS AGREEMENT, OR (C) CLICKING A BOX INDICATING ACCEPTANCE, YOU AGREE TO BE BOUND BY ITS TERMS.
THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES SO ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY (“Customer”); SUCH INDIVIDUAL REPRESENTS AND WARRANTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR THE APPLICABLE ENTITY DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE OR RECEIVE THE SERVICE. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN. THE PARTIES AGREE AS FOLLOWS:
1. The Service
1.1 Service Description
MedRecords AI is the owner and provider of a cloud-based software platform for medical records summarization and related services (the “Service”). Anything the Customer (including its authorized users, as described below) posts, uploads, shares, stores, or otherwise provides through the Service is considered a “User Submission.” Customer is solely responsible for all User Submissions it contributes to the Service. The Service may also include templates, help documents, and other information or materials that can assist Customer in using the Service (“MedRecords AI Content”). Customer will not receive or have access to the code or software that underlies the Service (collectively the “Software”) or receive a copy of the Software itself.
1.2. Customer’s Subscription
Subject to the terms of this Agreement, Customer may purchase a subscription to, and has the right to access and use, the Service as specified in one or more ordering screens through the MedRecords AI website that reference this Agreement and describe the business terms related to Customer’s subscription (each, an “Order”). All subscriptions will be for the period described on the applicable Order (“Subscription Period”). Use of and access to the Service is permitted only by individuals authorized by Customer and for Customer’s own internal business purposes, and not for the benefit of any third party (“Users”).
1.3. MedRecords AI’s Ownership
MedRecords AI (and its affiliates, as applicable) owns the Service, Software, MedRecords AI Content, documentation, and anything else provided by MedRecords AI to Customer (collectively the “MedRecords AI Materials”). MedRecords AI retains all right, title, and interest (including, without limitation, all patent, copyright, trademark, trade secret, and other intellectual property rights) in and to the MedRecords AI Materials, all related and underlying technology, any updates, enhancements, upgrades, modifications, patches, workarounds, fixes thereto, and all derivative works or modifications of the foregoing. There are no implied licenses under this Agreement, and any rights not expressly granted to Customer in this Agreement are expressly reserved by MedRecords AI.
1.4. Permissions
The Service may contain customizable settings allowing each User to give permission to other Users to perform various tasks within the Service (“Permissions”). It is solely Customer’s responsibility to set and manage all Permissions, including which Users can set such Permissions. MedRecords AI will have no responsibility for managing Permissions and no liability for the Permissions set by Customer and its Users.
Customer may, at its option, provide access to the Service and related documentation to its Affiliates, in which case all rights granted, and obligations incurred under this Agreement will also inure to the benefit of such Affiliates. Customer represents and warrants that it is fully responsible for any breach of this Agreement by its Affiliates and that Customer has the power to negotiate this Agreement on behalf of its Affiliates. Customer will also be responsible for all payment obligations under this Agreement regardless of whether the use of the Service is by Customer or its Affiliates. Any claim by an Affiliate against MedRecords AI will be brought by Customer and not by the Affiliate. For the purposes of this Agreement, “Affiliate” means any entity directly or indirectly controlling, controlled by, or under common control with a party, where “control” means ownership or control, directly or indirectly, of more than fifty percent (50%) of all the voting power of the shares (or other securities or rights) entitled to vote for the election of directors or other governing authority.
2. 2. Restrictions
2.1 Customer’s Responsibilities
Customer is responsible for all activity on its Users’ accounts unless such activity is caused by a third-party bad actor who is able to access Customer’s account by exploiting vulnerabilities in the Service itself. Customer will ensure that its Users are aware of, and bound by, all obligations or restrictions stated in this Agreement and will be responsible for any breach of such obligation or restriction by a User.
2.2 Use Restrictions
Customer agrees that it will not, and will not allow Users or third parties to, directly or indirectly:
1. Modify, translate, copy, or create derivative works based on the Service,
2. Reverse assemble, reverse compile, reverse engineer, decompile, or otherwise attempt to discover the object code, source code, non-public APIs, or underlying ideas or algorithms of the Service (except to the extent this restriction is prohibited by law),
3. License, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, or otherwise commercially exploit or make the Service available to any third party other than Authorized Customers,
4. Remove or obscure any copyright, trademark, or other proprietary notices, legends, or MedRecords AI branding contained in or on the Service,
5. Use the Service in any way that violates any applicable federal, state, local, or international law or regulation,
6. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Service (including, without limitation, by introducing viruses or other harmful code, flood pings, or denial-of-service attacks),
7. Use or access the Service to build or support (or assist a third party in building or supporting) products or services competitive to the Service, or
8. Attempt to probe, scan, or test the vulnerability of the Service or any MedRecords AI system or network.
If Customer (including its Users) is using the Service in a manner that, in MedRecords AI’s reasonable judgment, causes or is likely to cause significant harm to MedRecords AI or the Service, or otherwise threatens the security, integrity, or availability of the Service, MedRecords AI may suspend Customer’s access to the Service. MedRecords AI will use commercially reasonable efforts under the circumstances of such suspension to (a) provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension; (b) limit the suspension to only accounts involved in the activities in question; and (c) remove the suspension as quickly as practicable after the circumstances leading to the suspension have been resolved.
2.3. API Access Restrictions
As part of the provision of its Service, MedRecords AI may provide Customer with access to one or more application programming interfaces (“API(s)”). MedRecords AI may, at its sole discretion, set and enforce limits on Customer’s use of the API, and Customer agrees to adhere to such limits. MedRecords AI may also suspend Customer’s access to the API or cease providing the API at any time.
3. Third-Party Applications
The Service may integrate or work together with third-party products, services, or applications that are not owned or controlled by MedRecords AI (“Third-Party Applications”). If necessary for integration, Customer may need to provide MedRecords AI with login information for the sole purpose of enabling the Service’s functionality. Customer represents and warrants that it has the right to provide such login information without breaching the terms governing the applicable Third-Party Application.
MedRecords AI does not endorse such Third-Party Applications. Customer acknowledges that this Agreement does not apply to Customer’s use of these Third-Party Applications and that the providers of such Third-Party Applications may require separate agreements. MedRecords AI expressly disclaims all representations and warranties related to any Third-Party Applications. Customer’s use of Third-Party Applications is at its own risk. MedRecords AI will have no liability or other obligation arising out of or related to any Third-Party Applications, including Customer’s use or inability to use them.
4. Payment Obligations
4.1 Fees
Customer will pay for access to and use of the Service as set forth on the applicable Order (the “Fees”). All Fees are in the currency stated in the Order or, if none is specified, in U.S. dollars. Payment obligations are non-cancelable and, except as expressly stated in this Agreement, non-refundable. MedRecords AI may modify its Fees or introduce new fees at its discretion. Customer always has the right to choose not to renew its subscription if it does not agree with any new or revised Fees.
4.2 Payment
MedRecords AI, either directly or through a third-party payment processor (the “Payment Processor”), will charge Customer for the Fees via credit card, ACH payment, or other authorized form of payment, pursuant to the payment information provided by Customer. If Customer pays via a Payment Processor, such payment processing is subject to the Payment Processor’s terms. MedRecords AI is not responsible for any error or acts of the Payment Processor. MedRecords AI reserves the right to correct any errors or mistakes, even if it has already requested or received payment. Where authorized, recurring charges will be billed automatically to Customer’s payment instrument until Customer terminates the Agreement or changes its payment method within the account settings.
4.3 Payment
Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If MedRecords AI is obligated to pay or collect Taxes for which Customer is responsible, MedRecords AI will invoice Customer for such amounts. MedRecords AI is solely responsible for taxes based on its income, property, and employees.
4.4. Failure to Pay
If Customer fails to pay any Fees when due, MedRecords AI may suspend Customer’s access to the Service pending payment. MedRecords AI may make multiple attempts to charge Customer’s payment instrument if an initial attempt fails. If Customer believes it has been billed incorrectly, it must contact MedRecords AI within sixty (60) days of the billing statement in which the error or problem appeared to receive an adjustment. If MedRecords AI determines that the billed amounts are correct, Customer must pay such amounts within ten (10) days of notice.
5. Term and Termination
5.1 Agreement Term and Renewals
Each subscription to the Service starts on the date stated in the applicable Order (the “Subscription Start Date”) and continues for the duration of the Subscription Period specified therein. This Agreement is effective as of the Subscription Start Date and remains effective for the Subscription Period and any subsequent renewal periods (the “Term”). If Customer cancels or chooses not to renew its paid subscription, Customer’s subscription may be downgraded to a version of the Service with diminished features and functionality offered to unpaid subscribers (“Free Version”). If Customer or MedRecords AI terminates this Agreement, Customer will no longer have access to the Service.
5.2 Termination
Either party may terminate this Agreement upon written notice if the other party materially breaches the Agreement and fails to cure such breach within thirty (30) days of receiving notice. MedRecords AI may terminate Customer’s access to the Free Version at any time upon notice.
5.3 Effect of Termination
• If Customer terminates this Agreement because of MedRecords AI’s uncured breach, MedRecords AI will refund any prepaid Fees for the unused portion of the Subscription Period.
• If MedRecords AI terminates this Agreement because of Customer’s uncured breach, Customer must pay any unpaid Fees covering the remainder of the then-current Subscription Period.
• Upon termination, all rights and licenses granted to Customer terminate and Customer must cease all use of the Service.
• Within thirty (30) days after termination, upon written request, MedRecords AI will delete Customer’s User Information, including passwords and any related data or User Submissions, unless Customer requests an earlier deletion in writing. If Customer continues with the Free Version, MedRecords AI may retain certain User Submissions and User Information to facilitate such use.
5.4. Survival
Sections titled “MedRecords AI’s Ownership,” “Third-Party Applications,” “Payment Obligations,” “Term and Termination,” “Warranty Disclaimer,” “Limitation of Liability,” “Confidentiality,” “Data,” and “General Terms” will survive any termination or expiration of this Agreement.
6. Warranties and Disclaimers
6.1. Warranties
Customer represents and warrants that all User Submissions submitted by Customer or its Users comply with all applicable laws, rules, and regulations.
6.2. Warranty Disclaimer
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND MEDRECORDS AI EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. MEDRECORDS AI DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY DISCLAIMERS. THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
7. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, MEDRECORDS AI WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR LOST REVENUES, NOR FOR ANY DAMAGES THAT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY, IN EACH CASE WHETHER OR NOT MEDRECORDS AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY.
8. Confidentiality
8.1. Definition
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) may disclose non-public, confidential information relating to the Disclosing Party’s business (“Confidential Information”). MedRecords AI’s Confidential Information includes non-public information regarding features, functionality, and performance of the Service. Customer’s Confidential Information includes all User Submissions. This Agreement and all Orders will be deemed the Confidential Information of both parties.
Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known by the Receiving Party prior to disclosure without breach of obligation; (c) is received from a third party without breach of any obligation; or (d) was independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.
8.2. Protection and Use of Confidential Information
The Receiving Party will: (a) protect the Disclosing Party’s Confidential Information with the same degree of care it uses for its own similar information, but not less than a reasonable degree of care, (b) limit access to those individuals and entities who need to know such information and who are under confidentiality obligations no less stringent than those herein, (c) not disclose any of the Disclosing Party’s Confidential Information to any third party without prior written consent (except as permitted herein), and (d) use the Disclosing Party’s Confidential Information solely for fulfilling its obligations under this Agreement.
8.3. Compelled Access or Disclosure
The Receiving Party may disclose Confidential Information of the Disclosing Party if required by law, provided that the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance if the Disclosing Party wishes to contest the disclosure.
8.4. Feedback
Customer may from time to time provide suggestions, comments, or other feedback regarding the Service (“Feedback”). Customer grants MedRecords AI a royalty-free, worldwide, perpetual, irrevocable, fully transferable, and sublicensable right and license to use, reproduce, modify, distribute, display, and otherwise exploit any Feedback, without obligation or restriction of any kind, provided that MedRecords AI does not identify Customer as the provider of such Feedback.
9. Data
9.1. User Information
Customer and its Users are required to provide certain information (e.g., name, email address, username, IP address, etc.) (“User Information”) in order to access or log into the Service. Customer grants MedRecords AI the right to store, process, and retrieve User Information in connection with Customer’s use of the Service. Customer represents and warrants that it has obtained any necessary rights or consents to transfer User Information to MedRecords AI and to process it as contemplated by this Agreement.
9.2. User Submissions
Customer grants MedRecords AI and its subcontractors a non-exclusive, worldwide, royalty-free, paid-up, transferable right and license to use, process, and display (to Users) User Submissions solely for the purpose of providing the Service to Customer. Except for the rights and licenses granted herein, Customer retains all right, title, and interest in and to the User Submissions.
9.3. Service Data
As Customer’s Users interact with the Service, MedRecords AI may collect data pertaining to the performance or usage of the Service (“Service Data”). Provided such Service Data is aggregated or anonymized so that Customer or its Users cannot be identified, MedRecords AI may use such data for any lawful purpose, including analytics and improving the Service. MedRecords AI owns all right, title, and interest in and to Service Data.
9.4. Data Protection
MedRecords AI employs reasonable information security practices to protect Customer Data (i.e., User Information and User Submissions). Nonetheless, Customer is responsible for maintaining appropriate security and backup of its own systems, hardware, software, and data. During the Term, MedRecords AI will process all Customer Data in accordance with its applicable data protection policies or agreements, which can be requested at founders@medrecords.ai.
10. General Terms
10.1. Publicity
With Customer’s prior written consent, MedRecords AI may identify Customer by name and logo as a user of the Service on MedRecords AI’s website or marketing materials.
10.2. Force Majeure
MedRecords AI will not be liable for any delay or failure in performance due to events beyond its reasonable control, including, but not limited to, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
10.3. Changes
Customer acknowledges that the Service is an online subscription-based product and that MedRecords AI may make updates or changes to the Service. MedRecords AI will not materially decrease the core functionality of the Service during a Subscription Period. MedRecords AI may unilaterally modify the terms of this Agreement by notifying Customer at least thirty (30) days prior to the changes taking effect and by posting the updated terms at https://medrecords.ai/terms-of-service (or a successor URL).
10.4. Relationship of the Parties
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
10.5. No Third-Party Beneficiaries
There are no third-party beneficiaries to this Agreement. No person or entity who is not a party to this Agreement will have any right to enforce any of its terms.
10.6. Email Communications
Notices under this Agreement must be delivered as follows: (a) MedRecords AI may provide Service-related notices by email or through the Service’s user interface, (b) notices to MedRecords AI must be sent to hello@medrecords.ai, and (c) notices to Customer will be sent to the email address associated with Customer’s Service account. Notices will be deemed effective upon the next business day after being sent.
10.7. Amendment and Waivers
No modification or amendment to this Agreement is effective unless in writing and signed by an authorized representative of both parties. No waiver under this Agreement is effective unless in writing and signed by an authorized representative of the party granting the waiver.
10.8. Severability
If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect.
10.9. Assignment
Neither party may assign or transfer any of its rights or obligations under this Agreement without the other party’s prior written consent (not to be unreasonably withheld), except that MedRecords AI may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this section is void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns.
10.10. Governing Law and Venue
This Agreement, and any disputes arising out of or related to it, will be governed by the internal laws of the State of Wyoming, without regard to conflicts of laws rules. The state and federal courts located in sheridan, Wyoming, will have exclusive jurisdiction. Each party waives any right to a jury trial in connection with any action or litigation in any way arising out of or related to this Agreement. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its reasonable attorney’s fees and costs.
10.11. Entire Agreement
This Agreement (including all Orders and any pages referenced herein) constitutes the entire agreement between the parties regarding the Service and supersedes all prior or contemporaneous agreements or representations.
Legal Entity:
AI Health Studio LLC
Address: 30 North Gould Street, Sheridan, Wyoming, 82801, United States of America