These Terms of Service (“Terms”) govern your access to and use of the websites, software, AI models, APIs, and other products and services provided by MederiAI (“MederiAI,” “we,” “us,” or “our”) (collectively, the “Services”). By accessing or using the Services you agree to be bound by these Terms. If you are using the Services on behalf of a healthcare organization, you represent that you have authority to bind that organization to these Terms.
Acceptance of Terms
By creating an account, accessing the Services, or executing a separate written agreement that incorporates these Terms by reference, you agree to comply with these Terms and any policies referenced herein, including our Privacy Policy and any applicable Business Associate Agreement (BAA).
Permitted Use
You may use the Services only for lawful purposes and in accordance with these Terms and any documentation we provide. You agree not to:
- Use the Services in a manner that violates applicable healthcare, privacy, or data protection laws (including HIPAA, GDPR, and U.S. state privacy laws).
Clinical Disclaimer
The Services are designed as decision-support tools for qualified healthcare professionals. They are not a substitute for professional medical judgment, diagnosis, or treatment. AI outputs may be incomplete, incorrect, or unsuitable for a given clinical scenario, and clinicians remain solely responsible for any clinical decision made with the assistance of the Services. The Services are not intended for use in time-critical, life-sustaining, or autonomous diagnostic decision-making unless expressly authorized in a written agreement with MederiAI.
Accounts and API Access
You are responsible for maintaining the confidentiality of any credentials we issue and for all activity that occurs under your account or API keys. Notify us immediately at security@mederi.ai of any suspected unauthorized use. We may suspend or terminate access for violations of these Terms or to protect the security of the Services.
Customer Data and PHI
You retain all rights in the data you submit to the Services (“Customer Data”). You grant MederiAI a limited license to use Customer Data solely to operate, maintain, secure, and improve the Services as permitted by these Terms, the Privacy Policy, and any applicable BAA. Where Customer Data includes PHI, the BAA between you (as covered entity) and MederiAI (as business associate) governs and, in the event of a conflict, takes precedence over these Terms with respect to the use and disclosure of PHI.
Intellectual Property
The Services, including all software, models, documentation, designs, and trademarks, are the property of MederiAI or its licensors and are protected by intellectual property laws. Except for the limited rights expressly granted in these Terms, no rights are granted to you by implication or otherwise.
Fees and Payment
Paid Services are governed by an order form or other written agreement that specifies fees, payment terms, and the subscription period. Fees are non-refundable except as expressly stated in the applicable agreement. We may suspend the Services for non-payment after providing reasonable notice.
Confidentiality
Each party agrees to protect the confidential information of the other using at least the same degree of care it uses to protect its own confidential information of like kind, but in no event less than a reasonable standard of care. Confidential information may be disclosed only as necessary to perform under these Terms or as required by law.
Disclaimers
To the maximum extent permitted by law, the Services are provided on an “as is” and “as available” basis. We disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or trade usage. We do not warrant that the Services will be uninterrupted, error-free, or free of harmful components, nor that AI outputs will be accurate, complete, or appropriate for any particular clinical scenario.
Limitation of Liability
To the maximum extent permitted by law, in no event will either party be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, or goodwill, arising out of or relating to these Terms or the Services. Each party’s total cumulative liability arising out of or relating to these Terms will not exceed the fees paid by you to MederiAI for the Services in the twelve (12) months preceding the event giving rise to the claim.
Indemnification
You agree to defend, indemnify, and hold harmless MederiAI and its affiliates from and against any third-party claims, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of (i) your use of the Services in violation of these Terms or applicable law, (ii) Customer Data you submit, or (iii) any clinical decision made by you or your personnel.
Term and Termination
These Terms remain in effect while you use the Services. Either party may terminate for material breach with thirty (30) days’ written notice if the breach is not cured. Upon termination your right to access the Services ceases. Sections that by their nature should survive termination (including IP, confidentiality, disclaimers, limitation of liability, and indemnification) will survive.
Governing Law and Dispute Resolution
These Terms are governed by the laws of the State of Delaware, U.S.A., without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware for any dispute arising out of or relating to these Terms, except that either party may seek injunctive relief in any court of competent jurisdiction.
Changes to These Terms
We may update these Terms from time to time. When we do, we will revise the “Last updated” date above and, for material changes, provide additional notice through the Services or by email. Continued use of the Services after the effective date constitutes acceptance of the updated Terms.
Contact Us
Questions about these Terms can be sent to legal@mederi.ai. Security or vulnerability reports should be sent to security@mederi.ai.