Terms of Use

Last updated: June 25, 2025

These Terms of Use (“Agreement”) govern your use of MediSimplify (“Provider”), a company incorporated in the State of Delaware, and any of its software, services, or related tools (“Product”). By creating an account, accessing, or using the Product, you agree to be bound by these terms and our Privacy Policy.

1. Use of Product and License

1.1 License and Access

Subject to the terms and conditions of this Agreement and timely payment of applicable fees, MediSimplify (“Provider”) grants each registered user or clinic (“Licensee”) a non-sublicensable, non-transferable, non-exclusive limited license to access and use the MediSimplify platform (“Product”) during the applicable billing period agreed upon (e.g., monthly, quarterly, or annually).

Access will be provisioned upon invoice payment and will terminate automatically at the end of the paid period unless renewed. Licensee agrees to use the Product solely for internal clinical, educational, or operational purposes and in compliance with all applicable laws.

1.2 Restrictions

Licensee shall not: (a) use the Product, any documentation or other information provided by Provider hereunder, to create any similar software or documentation; (b) sublicense, rent, sell, loan, lease, disclose, display, distribute, or otherwise transfer the Product, or any portion thereof, or use it for timesharing, rental or service bureau purposes, or for the benefit of a third party; (c) copy, reverse assemble, reverse compile or reverse engineer the Product, or any portion thereof, or otherwise attempt to discover any source code, or underlying Confidential Information (as defined in Section 4 below), or otherwise circumvent any technological measure that controls access to the Product; (d) remove or modify any proprietary marking or restrictive legends placed on the Product; (e) disclose any performance or benchmarking information to any third party, including without limitation licensors of any products that compete with or provide similar functionality to the Product; or (f) provide any Protected Health Information (“PHI”) as defined under the Health Insurance Portability and Accountability Act of 1996 (HIPAA) to the Product. Licensee acknowledges that the Product is not designed for the storage, transmission, or processing of PHI. Any PHI submitted in violation of this restriction is at Licensee’s sole risk, and Provider disclaims all liability for such use.

2. Feedback and Collaboration

As a condition of accessing the Product, Licensee agrees to make good faith efforts to provide structured feedback on their usage and experience with the Product. Such feedback shall include, but is not limited to: (a) which features or modules of the Product have been used; (b) how those features were applied in practice; (c) the volume or frequency of usage; (d) any errors, bugs, or difficulties encountered; (e) the context and symptoms of those issues to aid in reproduction; and (f) suggestions for improvement. Licensee further agrees that MediSimplify may use the Licensee’s name and logo for marketing and promotional purposes, including on MediSimplify’s website, presentations, and materials, unless otherwise agreed in writing.

3. Confidentiality

Licensee agrees that all code, software, algorithms, feedback, product designs, business processes, and related documentation provided by MediSimplify (the “Confidential Information”) are proprietary and confidential to MediSimplify. Licensee shall not disclose, reproduce, or otherwise use any Confidential Information except as necessary to access and use the Product as permitted under this Agreement. This obligation shall remain in effect during the term of access and for three (3) years thereafter. Licensee acknowledges that a breach of this section may result in irreparable harm to MediSimplify and that injunctive relief may be an appropriate remedy in addition to any other available legal remedies.

4. Term and Termination

4.1 Term.

This Agreement shall remain in effect for as long as Licensee accesses or uses the Product, unless terminated earlier in accordance with this Section. Provider reserves the right to modify, suspend, or discontinue the Product or any component thereof at any time, with or without notice. Certain features of the Product may include automatic shut-off or access restrictions that limit use without prior notice.

4.2 Termination by Either Party.

Either Provider or Licensee may terminate this Agreement at any time, for any reason or no reason, upon thirty (30) days’ written notice to the other party (email sufficient).

4.3 Effects of Termination.

Upon termination or expiration of this Agreement, Licensee’s right to access and use the Product shall immediately cease. Any outstanding fees owed by Licensee shall become immediately due and payable. The following sections shall survive termination: Sections 1.2 (Restrictions), 2 (Feedback and Collaboration), 3 (Confidentiality), 5 (Intellectual Property), 6 (Disclaimers and Limitations), and 7 (General Provisions).

5. Product Support

Licensee may notify Provider of any material errors, bugs, or difficulties encountered while using the Product via email or other designated support channels. While Provider may, in its sole discretion, attempt to address such issues, it is under no obligation to provide technical support, maintenance, or updates.

6. Ownership and Intellectual Property

Title to and ownership of the Product and all copies thereof shall be and at all times remain in Provider. No ownership of the Product or Provider’s Confidential Information is transferred by this Agreement. Any feedback, developments, recommendations or modifications made by Provider or Licensee relating to the Product, whether or not influenced or suggested by Licensee, are the sole property of Provider. Licensee hereby assigns and agrees to assign to Provider any interest it has or may acquire in any of the foregoing, as well as all related intellectual property rights; and will cooperate to perfect or further evidence such assignments.

7. Disclaimers

7.1 Warranty Disclaimer

The parties acknowledge that the Product is provided “AS IS” and may not be functional on any machine or in any environment. PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, AND PROVIDER EXPRESSLY EXCLUDES AND DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, FREEDOM FROM ERRORS, FREEDOM FROM PROGRAMMING DEFECTS, NONINTERFERENCE AND NONINFRINGEMENT, AND ALL IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE AND USAGE OF TRADE.

7.2 Beta Use Risks

Licensee acknowledges that: (a) the Product is in a beta stage and may not be fully functional; (b) the Product may not operate properly, be in final form or fully functional; (c) the Product may contain errors, design flaws or other problems; (d) it may not be possible to make the Product fully functional; (e) use of the Product may result in unexpected results, corruption or loss of data, or other unpredictable damage or loss; and (f) Provider has no obligation to release a commercial version of the Product or otherwise introduce the Product.

8. Limitation of Remedies and Damages

PROVIDER SHALL NOT BE LIABLE WITH RESPECT TO THE PRODUCT OR ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY FOR ANY (A) LOSS OR INACCURACY OF DATA, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (B) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUES AND LOSS OF PROFITS TO LICENSEE OR ANY THIRD PARTIES, OR (C) DIRECT DAMAGES IN EXCESS OF THE GREATER OF (1) THE AMOUNTS ACTUALLY PAID TO PROVIDER HEREUNDER OR (2) $500.00, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. PROVIDER SHALL NOT BE RESPONSIBLE FOR ANY MATTER BEYOND ITS REASONABLE CONTROL.

9. Miscellaneous

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. No provision of right, power or privilege under this Agreement shall be deemed to have been waived by any act, delay, omission or acquiescence on the part of any party, its agents or employees, but only by an instrument in writing signed by an authorized representative of each party. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement, including any referenced attachments and/or incorporated documents, shall constitute the entire understanding between the parties regarding the subject matter described herein and supersedes any previous communications, representations or agreements whether oral or written regarding such subject matter. No change or modifications of any of the terms or conditions hereof shall be valid or binding on either party unless made in writing and signed by an authorized representative of each party making specific reference to this Agreement and the clause to be modified. The parties hereto shall each be independent contractors in the performance of their obligations under this Agreement, and nothing contained herein shall be deemed to constitute either party as the agent or representative of the other party, or both parties as joint venturers or partners for any purpose. Licensee may not assign or transfer any of its rights or obligations hereunder without the prior written consent of Provider, which consent shall not be unreasonably withheld, and any such attempted assignment shall be void. This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective successors and permitted assigns. All notices required or permitted under this Agreement shall be in writing and delivered via email. Notices to Provider shall be sent to stephen.medisimplify@gmail.com, and notices to Licensee shall be sent to the email address associated with Licensee’s account. Notices shall be deemed received upon confirmation of delivery or 24 hours after transmission, whichever comes first. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. EACH PARTY RECOGNIZES AND AGREES THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THIS AGREEMENT ARE MATERIAL, BARGAINED FOR BASES OF THIS AGREEMENT AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT. Provider may update these Terms from time to time by posting a revised version through the Product or on its website. Continued use of the Product after such updates constitutes acceptance of the modified Terms.

10. Data Handling and HIPAA Disclaimer

The Product is not intended to receive, store, or transmit Protected Health Information (“PHI”) as defined under HIPAA. Licensee agrees not to input or upload any PHI to the Product. Provider shall have no responsibility or liability for any PHI submitted by Licensee or its users, whether intentionally or inadvertently.

11. Dispute Resolution

Any disputes arising out of or relating to this Agreement shall be resolved by binding arbitration conducted in the State of Delaware, in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in English by a single arbitrator. Judgment upon the award may be entered in any court of competent jurisdiction. Either party may seek interim injunctive relief to preserve the status quo pending arbitration. The parties agree that all claims must be brought on an individual basis and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding.