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Terms of Service

Last updated: [EFFECTIVE DATE — pending review]

DRAFT for internal review. This document is a starting point and has not been reviewed by legal counsel. Bracketed [PLACEHOLDERS] must be completed and the full text approved before it is published or relied upon.

These Terms of Service (“Terms”) govern access to and use of the TriageAI platform (the “Service”) provided by [LEGAL ENTITY NAME] (“TriageAI”). By accessing the Service, you agree to these Terms on behalf of the clinic or organization you represent (“Customer”).

1. The Service is an administrative tool — not medical advice

TriageAI organizes, extracts information from, and prioritizes incoming patient referrals to assist clinic staff with administrative workflow. The Service is not a medical device, is not clinical decision support, and does not provide medical advice, diagnosis, or treatment recommendations. It does not replace the independent judgment of qualified clinical personnel. Customer’s clinical staff are solely responsible for reviewing every referral and making all triage, prioritization, and care decisions. Outputs (including urgency tiers) are informational aids that must be independently verified.

2. Eligibility and accounts

  • The Service is for use only by authorized staff of a Customer clinic, in the course of their duties.
  • Customer is responsible for the accuracy of account information and for all activity under its accounts.
  • Credentials must not be shared. Customer must promptly notify us of any suspected unauthorized access.

2a. HIPAA and the Business Associate Agreement

Customer’s use of the Service to process Protected Health Information is governed by a separate Business Associate Agreement (“BAA”) between TriageAI and Customer. To the extent of any conflict between these Terms and the BAA with respect to PHI, the BAA controls. Customer represents that it has the authority and lawful basis to provide any PHI it submits to the Service.

3. Acceptable use

  • Do not use the Service unlawfully or in violation of any patient’s rights.
  • Do not attempt to access another clinic’s data, probe or bypass security controls, or disrupt the Service.
  • Do not submit content you are not authorized to submit, or reverse-engineer the Service except as permitted by law.

4. Customer responsibilities

  • Maintain a valid BAA with TriageAI before processing PHI.
  • Ensure appropriate clinical supervision of all referral handling and final decisions.
  • Provide accurate data and configure clinic-specific criteria responsibly.

5. Intellectual property

TriageAI retains all rights in the Service and its underlying technology. Subject to these Terms and the BAA, Customer is granted a limited, non-exclusive, non-transferable right to access and use the Service during the subscription term. Customer retains ownership of its data.

6. Disclaimer of warranties

EXCEPT AS EXPRESSLY STATED IN A WRITTEN AGREEMENT, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT CLASSIFICATIONS OR EXTRACTIONS ARE COMPLETE, ACCURATE, OR ERROR-FREE, OR THAT THE SERVICE WILL BE UNINTERRUPTED. The Service is an aid to human review, not a substitute for it.

7. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TRIAGEAI WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY CLINICAL OUTCOME ARISING FROM RELIANCE ON THE SERVICE WITHOUT INDEPENDENT CLINICAL REVIEW. TriageAI’s total aggregate liability is limited to [LIABILITY CAP — pending review]. Nothing in these Terms limits liability that cannot be limited under applicable law.

8. Indemnification

Each party will indemnify the other as set out in [the governing master agreement — pending review], including Customer’s responsibility for use of the Service outside the scope of these Terms or the BAA.

9. Suspension and termination

We may suspend access to address a security risk, legal requirement, or material breach. Either party may terminate as provided in the governing agreement. On termination, data handling (including return or destruction of PHI) follows the BAA.

10. Governing law

These Terms are governed by the laws of the State of California, without regard to conflict-of-law rules, with venue in [Santa Clara County, California — confirm], unless a separate signed agreement provides otherwise.

11. Changes to these Terms

We may update these Terms from time to time. Material changes will be communicated to Customer, and continued use after the effective date constitutes acceptance.

12. Contact

Questions about these Terms may be directed to legal@usetriageai.com.