MedifyAI Terms and Conditions

Last Updated: November 7, 2025

These Terms and Conditions (“Terms”) govern access to and use of the products and services provided by MedifyAI, Inc. (“MedifyAI”, “we”, “us”, or “our”), including:

• The MedifyAI platform, applications, tools, APIs, and software (including our agentic AI assistant “Dock”);
• Related dashboards, portals, and interfaces for healthcare organizations, researchers, administrators, and patients; and
• Any websites or online services that link to or reference these Terms (collectively, the “Services”).

By accessing or using the Services, you (“User” or “you”) agree to be bound by these Terms. If you are using the Services on behalf of an organization (a “Customer”), you represent that you are authorized to accept these Terms on its behalf, and “you” will include both you and that organization.

If you do not agree to these Terms, do not access or use the Services.

Important: These Terms are intended as a comprehensive operational framework for a healthcare-grade, HIPAA-aware, AI SaaS platform. They should be reviewed and finalized by your legal counsel and aligned with your Business Associate Agreements (BAAs), Privacy Policy, and applicable contracts. They do not constitute legal advice.

1. Eligibility, Accounts, and Authority

1.1 Eligibility You may use the Services only if you (a) are at least the age of majority in your jurisdiction, or (b) are otherwise authorized by a Covered Entity, healthcare organization, or legal guardian, and (c) have the legal capacity to enter into a binding contract.

1.2 Accounts To access certain features, you or your organization must create an account and provide accurate, current, and complete information. You are responsible for:

• Maintaining the confidentiality of login credentials;

• Restricting access to your account and systems; and

• All activities that occur under your account.

  1.3 Organizational Use If you use the Services on behalf of a Customer (e.g., a provider group, health system, payer, or research institution):

• You represent and warrant that you are duly authorized; and

• The Customer is responsible for its users’ compliance with these Terms and any applicable Service Order, BAA, or other agreement with MedifyAI.

2. Relationship to Other Agreements & HIPAA

2.1 Privacy Policy Your use of the Services is also subject to the MedifyAI Privacy Policy, which explains how we collect, use, and protect information. In the event of a direct conflict between these Terms and the Privacy Policy regarding contractual rights and obligations, these Terms will govern, except where privacy or data protection laws require otherwise.

2.2 Business Associate Agreements (BAAs) Where MedifyAI handles Protected Health Information (“PHI”) on behalf of a Covered Entity or Business Associate under HIPAA, a separate BAA will apply. If there is a conflict between these Terms and a duly executed BAA with respect to PHI, the BAA controls for PHI-related obligations consistent with HIPAA and HITECH.

2.3 Controllers / Processors (Non-U.S.) For jurisdictions with GDPR/UK GDPR or similar laws, MedifyAI’s role (controller vs. processor) will be defined in a separate data processing agreement, which will prevail for those data processing activities.

3. Description of the Services

MedifyAI provides an AI-driven, healthcare-focused SaaS platform that may include:

• Workflow orchestration and documentation assistance;
• Clinical, administrative, and research support tools;
• Agentic AI assistance (e.g., Dock) to automate tasks such as summarization, routing, drafting, and structured data extraction;
• Patient- and provider-facing interfaces to facilitate communication and coordination.

We may enhance, update, or modify the Services from time to time, including adding or removing features, provided such changes do not materially breach any written agreement with a Customer.

4. License and Access Rights

4.1 License to Customers and Authorized Users Subject to these Terms and any applicable order forms or agreements, MedifyAI grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services for your internal professional, clinical, administrative, research, or personal healthcare-related purposes, as applicable.

4.2 Restrictions Except as expressly permitted in writing, you shall not (and shall not permit any third party to):

• Copy, modify, adapt, translate, or create derivative works of the Services;
• Reverse engineer, decompile, disassemble, or attempt to derive source code (except to the limited extent permitted by applicable law);
• Bypass or interfere with security controls, rate limits, or access restrictions;
• Use any automated system (bots, scrapers) to access the Services in a manner that burdens or interferes with normal operations;
• Use the Services to build or train competing models or services, except as explicitly authorized in a written agreement.

5. Acceptable Use

You agree not to use the Services:

• In any manner that violates applicable law, regulation, or professional standards;
• To submit, store, or transmit content that is unlawful, defamatory, fraudulent, harassing, infringing, obscene, or otherwise objectionable;
• To attempt unauthorized access to any account, system, or network;
• To upload malicious code or engage in activities that disrupt or degrade the Services;
• To misuse PHI or personal data contrary to HIPAA, data protection laws, or Customer policies;
• To misrepresent generated content as definitive medical diagnosis, legal advice, or financial guarantees.

MedifyAI may suspend or terminate access where we reasonably believe there is a violation of these Terms, applicable law, a BAA, or a risk to security, privacy, or system integrity.

6. Data, PHI, and Privacy

6.1 Ownership of Data As between you/Customer and MedifyAI:

• Customer Data (including PHI, if any) remains the property of the Customer or the originating individual, as applicable.

• MedifyAI obtains no ownership rights in PHI or Customer Data, except for a limited license to process such data solely to provide, secure, support, and improve the Services as permitted by law, these Terms, the Privacy Policy, and any applicable BAA or data processing agreement.

  6.2 Use of Data We may:

• Process Customer Data (including PHI where applicable) strictly to perform services, support functionality, and comply with legal obligations;

• Use de-identified and/or aggregated data to improve models, performance, safety, and features, in accordance with applicable law and contractual commitments.

We do not sell PHI or use PHI for third-party advertising.

6.3 Security MedifyAI implements administrative, technical, and physical safeguards designed to protect Customer Data, in alignment with healthcare SaaS and HIPAA Security Rule best practices. (The HIPAA Journal)

For more details, see the MedifyAI Privacy Policy and applicable BAAs.

7. AI, Clinical Use, and No Medical Advice

7.1 Decision Support Only Outputs generated by MedifyAI (including Dock and other AI features):

• Are decision-support tools, not substitutes for independent professional judgment;

• May contain errors or omissions and should be independently reviewed before being relied upon.

  7.2 No Medical Practice by MedifyAI MedifyAI does not practice medicine, nursing, pharmacy, or any licensed profession; does not establish provider-patient relationships; and does not guarantee clinical outcomes. Any clinical decisions, diagnoses, treatments, or care plans are the sole responsibility of qualified professionals and organizations using the Services.

  7.3 User Responsibility You are solely responsible for:

• Verifying the accuracy and appropriateness of any AI-generated content;

• Ensuring use of the Services complies with licensure, scope-of-practice rules, institutional policies, and patient safety standards.

8. Service Availability, Modifications, and Trials

8.1 Availability We strive for reliable, secure operation but do not guarantee uninterrupted or error-free service. Scheduled maintenance, emergency maintenance, or network/third-party issues may limit availability.

8.2 Modifications We may update features, user interfaces, algorithms, or integrations. For material changes that significantly reduce core functionality under a paid subscription, MedifyAI will provide notice to affected Customers in accordance with applicable agreements.

8.3 Beta and Trial Features Certain features may be designated as beta, preview, trial, or evaluation (“Beta Services”). Beta Services are provided “AS IS” without warranties and may be modified, suspended, or discontinued at any time.

9. Fees, Billing & Taxes (If Applicable)

If you or your organization purchase paid Services:

• Fees, billing terms, and payment schedules are defined in the applicable order form or agreement.
• Unless stated otherwise, all fees are non-refundable.
• You are responsible for applicable taxes, excluding our income taxes.
• Failure to pay may result in suspension or termination of access.

(If MedifyAI is currently invite-only or not yet billing, this section can be activated later without structural changes.)

10. Intellectual Property

10.1 MedifyAI IP All rights, title, and interest in and to the Services, including software, models, algorithms, UI/UX, documentation, and branding, are owned by MedifyAI or its licensors, subject only to the limited rights expressly granted in these Terms.

10.2 Customer Data & Output Subject to these Terms and applicable agreements:

• Customer retains rights in Customer Data.

• To the extent permitted by law and contract, Customer generally owns or controls rights to use AI-generated outputs produced from its Inputs for its internal purposes. However, MedifyAI may store and process such outputs as part of logs, security, quality improvement, and support, in accordance with the Privacy Policy and relevant data protection terms.

  10.3 Feedback You may provide feedback, suggestions, or ideas. MedifyAI may use such feedback without restriction or compensation, provided we do not publicly attribute it in a misleading manner.

11. Third-Party Services & Open Source

The Services may enable or rely upon:

• Third-party integrations (EHRs, identity providers, messaging systems, analytics, etc.);
• Open-source components subject to their own licenses.

We are not responsible for third-party terms or practices. Use of third-party services is solely between you/Customer and the third party.

12. Confidentiality

Each party may receive non-public, confidential, or proprietary information (“Confidential Information”). The receiving party agrees to:

• Use Confidential Information solely to perform obligations or exercise rights under these Terms; and
• Protect it using reasonable safeguards at least as strict as those used for its own similar information.

Exceptions apply where information is: (a) already public without breach; (b) received from a third party without duty of confidentiality; (c) independently developed; or (d) required to be disclosed by law (with notice where legally permitted).

Confidentiality obligations supplement (and do not weaken) obligations under any BAA or DPA.

13. Term and Termination

13.1 Term These Terms apply from the time you first access the Services and continue until terminated as set forth below or superseded by a written agreement.

13.2 Termination by Customer A Customer may terminate its subscription or account as set out in the applicable order, BAA, or master agreement.

13.3 Termination by MedifyAI We may suspend or terminate access (in whole or part) with notice where:

• There is a material breach of these Terms or applicable agreements;

• Required by law, regulation, or court/agency order; or

• Necessary to protect security, privacy, or system integrity.

  13.4 Effect of Termination

Upon termination:

• Access to the Services may cease;
• We will, in accordance with agreements and law, return or delete Customer Data (including PHI) within a commercially reasonable time, subject to legal retention requirements;
• Sections that by their nature should survive (e.g., confidentiality, IP, disclaimers, limitations of liability, indemnity, dispute resolution) will continue in effect.

14. Disclaimers

To the fullest extent permitted by law:

1. The Services (including all AI-generated content, Beta Services, and documentation) are provided “AS IS” and “AS AVAILABLE”.
2. MedifyAI disclaims all warranties, express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. (American Bar Association)
3. We do not warrant that:
   • The Services will be uninterrupted, error-free, or free of harmful components;
   • Outputs will be accurate, complete, or suitable for any specific clinical or operational use without human review;
   • The Services will meet all expectations beyond what is explicitly agreed in writing.

Nothing in these Terms limits warranties that cannot be disclaimed under applicable law.

15. Limitation of Liability

To the maximum extent permitted by law and subject to any stricter obligations in a negotiated agreement:

1. Exclusion of Certain Damages MedifyAI and its affiliates, officers, employees, agents, and licensors shall not be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages (including loss of profits, revenue, goodwill, or data), arising out of or in connection with the Services or these Terms, even if advised of the possibility of such damages. (TermsFeed)

2. Aggregate Cap MedifyAI’s total aggregate liability for all claims arising out of or relating to the Services or these Terms shall not exceed the amounts actually paid to MedifyAI for the Services giving rise to the claim during the twelve (12) months preceding the event giving rise to liability (or, for free/Beta Services, one hundred U.S. dollars (US$100)).

3. Exceptions The above limitations shall not apply where prohibited by law, or to liability that cannot be limited (e.g., certain data breach notification obligations, or specific indemnity obligations if agreed in writing). Any mandatory non-excludable liability will be limited to the minimum extent permitted by law.

16. Indemnification

You (and, where applicable, your organization) agree to indemnify, defend, and hold harmless MedifyAI and its affiliates, officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• Your misuse of the Services;
• Your violation of these Terms or applicable law;
• Your content or Customer Data submitted in violation of third-party rights or legal restrictions;
• Your reliance on outputs without appropriate professional review where such review is required.

Indemnity obligations will be subject to reasonable notice, cooperation, and control-of-defense provisions in any definitive agreement.

17. Governing Law and Dispute Resolution

17.1 Governing Law Unless otherwise agreed in a signed contract, these Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-law principles.

17.2 Dispute Resolution Before initiating formal proceedings, the parties agree to attempt in good faith to resolve disputes through informal discussions. If unresolved within a reasonable period, disputes may be submitted to:

• Binding arbitration or a specified forum, if defined in a separate agreement; or
• The state and federal courts located in the chosen jurisdiction (e.g., Delaware), where each party consents to personal jurisdiction and venue.

Nothing prevents either party from seeking injunctive or equitable relief to protect Confidential Information, IP, or data security.

18. Changes to These Terms

We may update these Terms periodically. When we make material changes, we will:

• Update the “Last Updated” date; and
• Provide notice via the Services or other reasonable means.

Your continued use of the Services after the effective date of updated Terms constitutes acceptance of those changes, where permitted by law.

If a Customer has a separate signed agreement, changes to these web-posted Terms will not override that agreement unless expressly stated.

19. General Provisions

• Entire Agreement: These Terms, together with the Privacy Policy and any applicable BAA, DPA, or written agreement, form the entire agreement regarding your use of the Services.
• Order of Precedence: In case of conflict, the order of precedence is: (1) Signed master/service agreement; (2) BAA/DPA (for PHI/personal data); (3) Order forms; (4) These Terms; (5) Privacy Policy.
• Severability: If any provision is held invalid, the remaining provisions remain in full force.
• No Waiver: Failure to enforce any provision is not a waiver of that provision.
• Assignment: You may not assign or transfer these Terms without our prior written consent. We may assign to an affiliate or in connection with a merger, acquisition, or sale of assets.
• Independent Contractors: The parties are independent contractors, not partners, agents, or joint venturers.

20. Contact Us

For questions about these Terms or the Services, please contact:

MedifyAI, Inc. Attn: Legal & Compliance Email: legal@medifyai.com