Terms of Service

Access to clinical features of the Services is restricted to licensed healthcare providers, behavioral health clinicians, and authorized staff of healthcare organizations. You represent and warrant that you hold all licenses, certifications, and credentials required to practice in your jurisdiction and to use the Services in the manner contemplated.

You are responsible for maintaining the confidentiality and security of your account credentials. You agree to:

• Use multi-factor authentication (MFA) as required by the platform
• Not share account credentials or allow unauthorized access to your account
• Notify Medera immediately upon discovery of any unauthorized use or security breach involving your account
• Ensure that all users under your organization’s account comply with these Terms

Enterprise accounts must designate at least one administrator who is authorized to manage user access, configure platform settings, and serve as the primary point of contact for security and compliance matters.

• Permitted uses and disclosures of PHI limited to performing the Services and as required by law
• Implementation of administrative, physical, and technical safeguards in compliance with the HIPAA Security Rule
• Prompt reporting of security incidents and breaches of unsecured PHI per applicable regulatory timelines
• Subcontractor flow-down: all subcontractors with access to PHI must agree to equivalent obligations
• Return or destruction of PHI upon termination, with certification of destruction upon request
• Availability of internal practices, books, and records to HHS Secretary for compliance assessment
• Obligation to mitigate any harmful effect of impermissible use or disclosure of PHI

• Recovery Time Objective (RTO): four (4) hours for critical services
• Recovery Point Objective (RPO): one (1) hour for all Customer Data and PHI
• Disaster recovery testing performed at least annually with results available to enterprise customers upon request

SLA commitments do not apply to: downtime caused by factors outside Medera’s reasonable control (see Force Majeure); Customer’s equipment, software, or network failures; Customer’s breach of these Terms; scheduled maintenance windows; or features expressly designated as “beta” or “preview.”

Medera and its licensors retain all right, title, and interest (including all intellectual property rights) in and to the Services, platform, algorithms, models, documentation, and all improvements, derivatives, and modifications thereof. Nothing in these Terms transfers any Medera intellectual property to Customer.

Customer retains all right, title, and interest in Customer Data. Customer grants Medera a limited, non-exclusive license to use Customer Data solely to provide the Services and as otherwise permitted under the BAA.

Medera may create De-identified Data from Customer Data in accordance with HIPAA standards. Medera retains all rights to De-identified Data and may use it for product improvement, research, benchmarking, and other lawful purposes. De-identified Data will not be re-identified or used to identify any individual.

If Customer provides suggestions, feature requests, or other feedback regarding the Services (“Feedback”), Medera may use such Feedback without restriction or obligation. No Feedback shall be considered Customer Confidential Information.

• Subscription fees are specified in the applicable Order Form and billed in advance on a monthly or annual basis
• All fees are quoted in U.S. dollars unless otherwise specified in the Order Form
• Invoices are payable within thirty (30) days of the invoice date (Net 30), unless a different payment term is specified in the Order Form
• Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law

Medera may adjust pricing for renewal terms with at least sixty (60) days written notice prior to the start of the renewal period. Price increases during an active term require mutual written agreement unless the Order Form provides otherwise.

All fees are exclusive of applicable sales, use, value-added, and other taxes. Customer is responsible for all taxes, levies, and duties (excluding taxes on Medera’s net income) unless Customer provides a valid tax exemption certificate.

Fees are non-refundable except as expressly provided in the SLA (service credits), in the event of material breach by Medera, or as otherwise required by applicable law.

• Use Confidential Information only for the purpose of performing obligations or exercising rights under these Terms
• Restrict disclosure to employees, contractors, and agents who have a need to know and are bound by confidentiality obligations at least as protective as these Terms
• Not disclose Confidential Information to any third party without prior written consent, except as required by law (with prompt notice to the disclosing party where permitted)

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of Confidential Information; or (d) is received from a third party without breach of a confidentiality obligation.

Confidentiality obligations survive termination of these Terms for a period of five (5) years, except that obligations with respect to PHI and trade secrets survive indefinitely (or as required by applicable law).

Medera shall defend, indemnify, and hold harmless Customer from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising from:

• Infringement of a third party’s intellectual property rights by the Services (as provided by Medera and used within the scope of these Terms)
• Medera’s material breach of its confidentiality obligations or the BAA
• Medera’s gross negligence or willful misconduct in the handling of PHI

Customer shall defend, indemnify, and hold harmless Medera from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising from:

• Customer Data or Customer’s use of the Services in violation of these Terms or applicable law
• Customer’s failure to obtain required patient consents or authorizations
• Claims arising from clinical decisions made by Customer’s healthcare providers

The indemnified party must provide prompt written notice, grant the indemnifying party sole control of the defense and settlement, and provide reasonable cooperation. The indemnifying party shall not settle any claim in a manner that imposes obligations on the indemnified party without prior written consent.

EXCEPT FOR OBLIGATIONS ARISING UNDER THE INDEMNIFICATION SECTION, BREACH OF CONFIDENTIALITY, OR WILLFUL MISCONDUCT, EACH PARTY’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF: (A) THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (B) ONE HUNDRED THOUSAND U.S. DOLLARS ($100,000).

For claims arising from breach of the BAA, unauthorized disclosure of PHI, or breach of confidentiality, each party’s aggregate liability shall not exceed two times (2x) the fees paid or payable by Customer in the twelve (12) months preceding the event giving rise to liability.

Nothing in these Terms shall limit liability for: (a) fraud or intentional misrepresentation; (b) death or personal injury caused by negligence; (c) any liability that cannot be excluded under applicable law; or (d) Customer’s obligation to pay fees due under an Order Form.

Medera represents and warrants that:

• The Services will materially conform to the applicable documentation and specifications during the subscription term
• The Services will be provided in a professional and workmanlike manner, consistent with generally accepted industry standards
• Medera will maintain commercially reasonable security measures consistent with HIPAA, SOC 2 Type II, and industry best practices
• Medera will comply with all applicable laws in its provision of the Services, including HIPAA and applicable healthcare regulations

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” MEDERA DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. MEDERA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

The initial term is specified in the Order Form. Unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term, the subscription will automatically renew for successive periods equal to the initial term (or one year, whichever is shorter).

Either party may terminate these Terms with sixty (60) days prior written notice. If Customer terminates for convenience during an active subscription term, pre-paid fees for the remaining term are non-refundable.

Either party may terminate immediately upon written notice if:

• The other party commits a material breach and fails to cure such breach within thirty (30) days of written notice (or ten (10) days for payment defaults)
• The other party becomes subject to insolvency, receivership, liquidation, or an assignment for the benefit of creditors
• Continued performance would result in a violation of applicable law or regulation

• All rights and licenses granted to Customer terminate immediately
• Customer Data (including PHI) will be returned in a standard, machine-readable format or securely destroyed, at Customer’s election, within thirty (30) calendar days
• A certificate of destruction will be provided upon request
• Sections that by their nature should survive termination (including Confidentiality, Indemnification, Limitation of Liability, and Governing Law) shall survive
• Outstanding payment obligations survive termination

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-law principles.

The parties agree to attempt to resolve disputes through good-faith negotiation. If a dispute is not resolved within thirty (30) days of written notice, either party may escalate to the executive officers of each party for an additional thirty (30) day negotiation period.

Any dispute not resolved through negotiation shall be finally settled by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Wilmington, Delaware. The arbitrator’s decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm, including with respect to breaches of confidentiality, intellectual property, or unauthorized disclosure of PHI.

ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

These Terms, together with all Order Forms, the BAA, DPA, SLA, and any exhibits or amendments executed by both parties, constitute the entire agreement between the parties and supersede all prior agreements, understandings, negotiations, and discussions, whether oral or written.

These Terms may not be amended or modified except by a written instrument signed by authorized representatives of both parties. Notwithstanding the foregoing, Medera may update these Terms for non-material changes (including clarifications, legal compliance updates, and new feature terms) with thirty (30) days written notice.

Neither party may assign these Terms without the prior written consent of the other party, except that either party may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets. Any attempted assignment in violation of this provision is void.

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be reformed to the minimum extent necessary to make it valid and enforceable while preserving the parties’ original intent.

The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by the waiving party.

All legal notices must be in writing and delivered by certified mail, nationally recognized overnight courier, or email (with confirmation of receipt) to the addresses specified in the Order Form. Notices are effective upon receipt.

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the parties.

These Terms do not confer any rights or remedies upon any person or entity other than the parties hereto and their permitted successors and assigns.

Customer shall comply with all applicable export control and sanctions laws and regulations. Customer represents that it is not located in, or a national or resident of, any U.S.-embargoed country and is not on any U.S. government restricted-parties list.

Each party represents that it has not and will not offer, pay, promise, or authorize the payment of any bribe, kickback, or other corrupt payment in connection with these Terms, and will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act.