1.1 "Authorized User"

means a named employee or contractor of Customer authorized to use the Service.

1.2 "Patient Data"

means any Protected Health Information (PHI) as defined by HIPAA, uploaded to or processed by the Platform.

1.3 "Service"

means the LifeOS Health AI clinical platforms and related software provided by the Company.

1.4 "System Data"

means aggregated, de-identified, and statistical data derived from the operation of the Service, including metadata, AI model performance, and usage patterns, provided such data cannot identify Customer or any specific patient.

1.5 "Confidential Information"

means non-public business, technical, or financial information disclosed by one party to the other, excluding Patient Data (which is governed by the BAA).

2.1 License Grant

Subject to payment of Fees, Company grants Customer a non-exclusive, non-transferable right to access and use the Service solely for Customer's internal clinical operations during the Term.

2.2 Implementation

The Company provides "Self-Service" and "Guided" onboarding resources. Any custom implementation or integration services require a separate Statement of Work (SOW).

2.3 Restrictions

Customer shall not:

• (a) license, sell, or lease the Service;
• (b) reverse engineer or attempt to copy the Platform's "Patient Graph", "Clinical AI Agents", or "Graph RAG" logic;
• (c) use the Service to build a competitive product; or
• (d) share User accounts (seat sharing is strictly prohibited to maintain HIPAA audit trails and clinical liability attribution).

3.1 Customer Data

Customer retains all ownership rights to Patient Data.

3.2 Company IP

The Company owns all rights, title, and interest in the Service, the AI Algorithms, the Documentation, and all System Data.

3.3 Data Usage & AI Training

Customer grants Company a worldwide, perpetual, royalty-free license to:

• (a) Host, process, and display Patient Data to provide the Service; and
• (b) De-identify and aggregate Patient Data to create System Data.

4.1 NO MEDICAL ADVICE

THE SERVICE IS AN ADMINISTRATIVE AI SUPPORT TOOL ONLY. IT DOES NOT PROVIDE MEDICAL DIAGNOSIS, TREATMENT, OR ADVICE.

4.2 "Human in the Loop"

Customer acknowledges that Generative AI is probabilistic and may produce inaccurate outputs ("Hallucinations"). Customer warrants that:

• A licensed healthcare professional shall review, verify, and approve all clinical notes, coding suggestions, and prior-auth forms generated by the Service before submission to any payer or entry into an EHR.
• Company is not responsible for errors in final medical records.

5.1 Invoicing

Fees are invoiced in advance. Payment is due Net 30 days from invoice date.

5.2 Auto-Renewal

The Annual Subscription automatically renews for successive 12-month periods unless cancelled in writing at least sixty (60) days prior to the end of the current term.

5.3 CPI Adjustment

At the start of any Renewal Term, Company may increase fees by up to the greater of 7% or the Consumer Price Index (CPI) rate to account for inflation and service enhancements.

6.1 Obligations

Each party agrees to protect the other's Confidential Information with the same degree of care it uses to protect its own, but not less than reasonable care. Neither party will disclose Confidential Information to third parties except as necessary for the performance of this Agreement.

6.2 Exclusions

Confidential Information does not include information that is public, independently developed, or rightfully obtained from a third party.

7.1 HIPAA Compliance

The parties acknowledge that Customer is a "Covered Entity" and Company is a "Business Associate" under HIPAA. The processing of Patient Data is governed by the Business Associate Agreement (BAA), which is incorporated into this Agreement.

View our complete Privacy Policy →

7.2 Security

The Company shall maintain SOC 2 Type II compliant security measures, including encryption of data at rest and in transit.

View our complete Security Policy →

8.1 By Company

Company shall indemnify and defend Customer against third-party claims alleging that the Service infringes a U.S. patent or copyright.

Procedure: Company's obligations are conditioned upon Customer:

• (a) providing prompt written notice of the claim;
• (b) granting Company sole control of the defense and settlement (provided that any settlement releasing Customer from liability must include a full release of claims and no admission of fault); and
• (c) providing reasonable cooperation.

8.2 By Customer

Customer shall indemnify and defend Company against third-party claims arising from:

• (a) Customer's violation of applicable law;
• (b) Misuse of the Service; or
• (c) Patient Data infringing third-party rights.

8.3 Application of Limitations

The indemnification obligations of each party under this Section 8 are subject to, and included within, the limitations of liability in Section 10.

9.1 Limited Warranty

Company warrants that the Service will materially conform to its official documentation. In the event of a breach, Customer's sole remedy is re-performance of the Service or, if cure is not possible, termination and a pro-rata refund of prepaid fees.

9.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED "AS IS". COMPANY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

11.1 Force Majeure

Neither party is liable for failure to perform due to causes beyond its reasonable control (e.g., acts of God, cloud provider outages, pandemics).

11.2 Assignment

Neither party may assign this Agreement without consent, except Company may assign to a successor in connection with a merger or sale of assets.

11.3 Governing Law & Venue

This Agreement is governed by Delaware law. The exclusive venue for disputes shall be the courts located in Delaware.

11.4 Publicity

The Company may use Customer's name and logo in customer lists and marketing materials. The Customer may opt-out by written notice.

11.5 Regulatory Change

If a change in Law requires Company to modify the Service, Company may do so upon notice. If such modification materially degrades the Service, Customer may terminate and receive a pro-rata refund.

11.6 Entire Agreement

This Agreement (including the Order Form, BAA, and SLA) constitutes the entire agreement between the parties and supersedes all prior agreements.

11.7 Amendments

Any amendment to this Agreement must be in writing and signed by both parties.

12.1 Term

This Agreement commences on the Effective Date and continues until terminated.

12.2 Termination for Cause

Either party may terminate immediately if the other party commits a material breach and fails to cure it within thirty (30) days of notice.

12.3 Refund

Upon termination for Company's uncured material breach, Customer shall be entitled to a pro-rata refund of prepaid, unused fees.

12.4 Effect of Termination

Upon termination, Customer's access ceases. The Customer may export Patient Data for thirty (30) days in a standard machine-readable format (e.g., JSON/CSV), after which Company may delete such data.

1. Uptime Commitment

The Company targets 99.5% Service Uptime during any calendar month, excluding scheduled maintenance.

2. Service Credits

If Uptime falls below 99.5%, Customer is eligible for the following credits against future fees:

• 99.0% - 99.4%: 5% Credit
• 98.0% - 98.9%: 10% Credit
• Below 98.0%: 20% Credit

Cap: Service credits in any single month shall not exceed 50% of the monthly fees.

Exclusive Remedy: Service credits are Customer's sole and exclusive remedy for any failure to meet the Uptime Commitment.

3. Support

The Company provides support via Email and In-App Chat during Business Hours (9 AM - 5 PM ET, Mon-Fri).

Target Response Times:

• Critical (System Down): 4 Business Hours
• Standard (Usage Questions): 1 Business Day

If you have questions about these Terms of Service, please contact us: