Terms of Use

01 Acceptance of these Terms

These Terms of Use (“Terms”) are a binding agreement between you and Med Foresight, Inc. (“Med Foresight,” “we,” “us”). They govern your access to and use of our website, the Med Foresight clinical intelligence service, related applications and APIs, and any related materials we make available (collectively, the “Services”).

By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, do not use the Services.

If you are using the Services on behalf of an organization (for example, a healthcare provider, practice, or institution), you represent that you have authority to bind that organization, and references to “you” mean both you and that organization. Where Med Foresight has entered into a separate written agreement with an organization (a “Master Services Agreement” or similar), that agreement — together with any Business Associate Agreement — governs the parties' rights and obligations and, to the extent it conflicts with these Terms, prevails.

02 Eligibility & accounts

The Services are intended for use by healthcare providers, their employees, and other authorized personnel. You must be at least 18 years old and legally permitted to enter into binding contracts to use the Services.

You are responsible for safeguarding your account credentials and for all activity that occurs under your account. You agree to provide accurate, current, and complete information when registering and to keep that information current. You must notify us promptly at security@m4sight.com of any suspected unauthorized access or security incident.

03 License to use the Services

Subject to your compliance with these Terms and any applicable order or agreement, Med Foresight grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services solely for your internal clinical and administrative purposes during the term of your subscription.

All rights not expressly granted are reserved by Med Foresight and its licensors.

04 Acceptable use & restrictions

You agree that you will not, and will not permit any third party to:

• Use the Services in any manner that violates applicable law, regulation, or third-party rights, including HIPAA;
• Access or use the Services to provide a competing product, or to benchmark, train, or develop a competing AI model;
• Reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying models of the Services, except to the extent expressly permitted by law;
• Circumvent or attempt to circumvent any access control, rate limit, or security feature of the Services;
• Upload, transmit, or introduce any malware, virus, or harmful code;
• Use the Services to make automated, fully autonomous treatment, prescribing, or diagnostic decisions without qualified clinician review (see Section 5);
• Use the Services to process personal information of individuals located in jurisdictions for which we have not agreed in writing to provide the Services;
• Remove, obscure, or alter any proprietary notice, label, or branding on or in the Services;
• Share account credentials or allow access by anyone other than authorized users covered by your subscription.

05 Medical disclaimer

Output from the Services — including chart summaries, answers, draft notes, suggestions, and references — is provided to assist licensed clinicians. The treating clinician is solely responsible for verifying the accuracy and clinical appropriateness of any output and for any decision relating to the diagnosis, treatment, prescribing, or care of a patient.

You agree that you will not rely on the Services as the sole basis for any clinical decision and that you will review every output before it is used to inform care or is entered into a patient record. The Services are not intended to be used in life-threatening emergencies or as a replacement for emergency medical care.

The Services have not been cleared or approved by the U.S. Food and Drug Administration (“FDA”) or any other regulatory authority as a medical device, and they are offered as clinical decision support that requires independent clinician review and judgment.

06 Customer data & PHI

As between you and Med Foresight, you retain all right, title, and interest in the data you (or your authorized users) submit to or generate through the Services (“Customer Data”). You grant Med Foresight a limited, non-exclusive license to host, process, and transmit Customer Data solely to provide and support the Services.

Where Customer Data includes protected health information (“PHI”) as defined by HIPAA, processing is governed by the Business Associate Agreement (“BAA”) between you and Med Foresight. The BAA prevails to the extent of any conflict with these Terms.

You represent and warrant that you have obtained all consents, authorizations, and rights necessary for Med Foresight to process Customer Data as contemplated by these Terms and any applicable BAA, and that your use of the Services complies with all applicable laws, including HIPAA and applicable state privacy laws.

How we handle information generally is described in our Privacy Policy.

07 Intellectual property

The Services, including all software, algorithms, models, user interfaces, documentation, and content created or provided by Med Foresight, and all related intellectual property rights, are and remain the exclusive property of Med Foresight and its licensors.

“Med Foresight” and the Med Foresight logo are trademarks of Med Foresight, Inc. Other names, logos, and marks referenced in the Services are the property of their respective owners. Nothing in these Terms grants you a license to use any Med Foresight trademark except with our prior written consent.

08 Feedback

If you choose to provide suggestions, ideas, or other feedback about the Services (“Feedback”), you grant Med Foresight a perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, modify, and exploit the Feedback for any purpose without obligation to you. Feedback is provided voluntarily and is not confidential.

09 Beta & pilot features

From time to time we may make features available to you that are designated as “beta,” “pilot,” “early access,” “preview,” or similar (“Beta Features”). Beta Features are provided as is and as available, may contain bugs or errors, may be subject to additional terms, and may be modified or discontinued at any time without notice. Med Foresight makes no representations or warranties of any kind with respect to Beta Features.

10 Fees & payment

Fees, payment terms, and renewal terms (if any) are set forth in the order or agreement between Med Foresight and the contracting organization. Except where required by law, fees are non-refundable. You are responsible for any applicable taxes other than taxes based on Med Foresight's net income.

11 Warranty disclaimer

To the maximum extent permitted by law, Med Foresight disclaims all warranties, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, reliability, uninterrupted operation, and freedom from error. We do not warrant that the Services will meet your requirements, that the operation of the Services will be uninterrupted or error-free, or that any output of the Services is clinically correct or complete — the treating clinician is responsible for review under Section 5.

12 Limitation of liability

To the maximum extent permitted by law, Med Foresight and its affiliates, directors, officers, employees, and licensors will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages — including lost profits, lost revenues, lost data, business interruption, or loss of goodwill — arising out of or relating to these Terms or the Services, even if advised of the possibility of such damages.

Med Foresight's total cumulative liability arising out of or relating to these Terms or the Services, from all causes of action and under all theories of liability, will not exceed the greater of (a) the fees paid by the contracting organization to Med Foresight for the Services in the twelve (12) months immediately preceding the event giving rise to the liability, or (b) one thousand U.S. dollars (US $1,000).

Some jurisdictions do not allow the exclusion or limitation of certain damages, so portions of the above may not apply to you. Nothing in these Terms limits liability that cannot be limited under applicable law (for example, willful misconduct).

13 Indemnification

You will defend, indemnify, and hold harmless Med Foresight and its affiliates, directors, officers, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) your use of the Services in violation of these Terms or applicable law; (ii) your Customer Data, including any claim that your provision of Customer Data to Med Foresight or our processing of it under these Terms infringes a third party's rights; or (iii) any clinical decision made by you or your personnel.

14 Term & termination

These Terms apply from the time you first access the Services and continue until terminated. You may stop using the Services at any time. Med Foresight may suspend or terminate your access if you breach these Terms, if we reasonably believe your use poses a security or legal risk, or as provided in the underlying order or agreement.

On termination: (i) your right to access the Services ceases; (ii) provisions that by their nature should survive termination — including Sections 5 (Medical disclaimer), 7 (Intellectual property), 11 (Warranty disclaimer), 12 (Limitation of liability), 13 (Indemnification), 15 (Governing law), and 16 (General) — survive; and (iii) return or destruction of PHI is governed by the applicable BAA.

15 Governing law & disputes

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Any dispute arising out of or relating to these Terms or the Services will be brought exclusively in the state or federal courts located in New Castle County, Delaware, and you consent to the personal jurisdiction of those courts. To the maximum extent permitted by law, each party waives any right to a jury trial and agrees not to participate in any class or representative action.

Nothing in this Section prevents either party from seeking injunctive or other equitable relief in any court of competent jurisdiction to protect intellectual property rights or confidential information.

16 General

Changes to these Terms

We may update these Terms from time to time. When we make material changes, we will update the “Last updated” date above and, where appropriate, provide notice through the Services or by email. Continued use of the Services after an update becomes effective constitutes acceptance of the revised Terms.

Entire agreement; order of precedence

These Terms, together with any order, Master Services Agreement, or BAA signed between Med Foresight and your organization, constitute the entire agreement between the parties regarding the Services. In the event of conflict, the order of precedence is: (1) the BAA, for matters relating to PHI; (2) the signed Master Services Agreement or order; and (3) these Terms.

Assignment

You may not assign or transfer these Terms or any rights under them without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of substantially all of our assets.

Severability & waiver

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions remain in full force and effect. Our failure to enforce any right or provision is not a waiver of that right or provision.

Force majeure

Neither party is liable for any delay or failure in performance to the extent caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, internet or utility outages, or pandemic.

17 Contact us

Questions about these Terms can be sent to:

Med Foresight, Inc.
Attn: Legal
Email: legal@m4sight.com
General inquiries: info@m4sight.com