1. Scope and Relationship to Other Agreements
These Terms apply to general access and use of the Services unless you or your organization have entered into a separate written agreement with AIdMD (such as a Master Services Agreement, Order Form, Subscription Agreement, Business Associate Agreement, or implementation agreement).
If a separate signed agreement applies, that agreement will control in the event of a conflict with these Terms.
Additional Terms May Apply
Certain features, trials, betas, APIs, or integrations may be subject to additional terms, guidelines, or product-specific requirements, which are incorporated by reference when applicable.
2. Eligibility and Authorized Use
You may use the Services only if:
- you are legally able to enter into a binding contract;
- you comply with these Terms and applicable law; and
- you use the Services only for authorized business, professional, or internal purposes.
You may not use the Services if your access has been suspended or terminated by AIdMD.
3. Accounts, Credentials, and Security
To use certain Services, you may need to create an account or receive account credentials from your organization. You agree to:
- provide accurate and complete account information;
- keep your credentials confidential;
- promptly update account information as needed;
- use reasonable measures to prevent unauthorized access; and
- notify AIdMD promptly of suspected unauthorized use or security incidents affecting your account.
You are responsible for activities occurring under your account, except to the extent caused by AIdMD's breach of these Terms or applicable law. If you use the Services through an organization, your access may be managed by that organization's administrators, including provisioning, permissions, and deactivation.
4. Description of Services
AIdMD offers multiple products, including:
- AIdMD EHR — an AI-native electronic health record platform.
- AIdMD Insights Enterprise — an AI layer for organizations that want to add AI workflows to existing EHRs and systems.
- AIdMD Insights Lite — standalone clinician AI tools (e.g., AI scribe and AI chat) that may operate without EHR integration and may support manual uploads for added context.
Features and functionality may vary by product tier, configuration, integration scope, and subscription plan.
5. Clinical Use, Professional Responsibility, and AI Outputs
AIdMD Supports — It Does Not Replace — Clinical Judgment
The Services are designed to support clinical workflows, documentation, and operational tasks. AIdMD does not provide medical advice and does not replace the independent professional judgment of licensed clinicians or healthcare organizations.
You are solely responsible for:
- patient care decisions;
- diagnosis and treatment decisions;
- documentation accuracy and completeness;
- review and approval of notes, outputs, recommendations, actions, referrals, and orders; and
- compliance with professional, legal, regulatory, and payer requirements.
No Automatic Clinical Decision-Making or Order Placement
Unless expressly agreed in writing for a specific feature/workflow, AIdMD does not independently make clinical decisions or place orders automatically on your behalf. Outputs may require user review, editing, and approval before use.
AI Output Limitations
AI-generated outputs may be incomplete, inaccurate, or inappropriate in some circumstances. You agree to review outputs before relying on them.
6. HIPAA, PHI, and Customer Responsibilities
If you use the Services in connection with protected health information (“PHI”), you represent and warrant that you (and/or your organization) have obtained all necessary rights, consents, and authorizations, and will comply with applicable laws, including HIPAA and other healthcare privacy/security laws.
Where applicable and agreed in writing, AIdMD may process PHI as a business associate (or subcontractor to a business associate) subject to a Business Associate Agreement (BAA) and customer instructions.
You are responsible for:
- determining whether your use requires a BAA;
- configuring access and permissions appropriately;
- ensuring your workforce uses the Services in compliance with law and policy; and
- maintaining required notices, consents, and records.
7. Acceptable Use Restrictions
You agree not to, and not to permit others to:
- use the Services in violation of law, regulation, or professional obligations;
- use the Services to infringe or misappropriate intellectual property, privacy, or other rights;
- upload or submit content you do not have the right to use;
- reverse engineer, decompile, disassemble, or attempt to derive source code (except where prohibited by law);
- bypass or circumvent security, authentication, or usage limits;
- interfere with the operation, integrity, or performance of the Services;
- use bots, scrapers, or automated means to access the Services except through authorized interfaces/APIs;
- introduce malware, harmful code, or exploit vulnerabilities;
- use the Services to develop or improve a competing product or service using unauthorized access or extraction;
- remove or alter proprietary notices, branding, or attribution; or
- use the Services in a way that could create patient safety risks without appropriate human oversight.
8. Customer Content and Inputs
Your Content
As between you and AIdMD, you (or your organization) retain ownership of content you submit to the Services, including prompts, uploads, documentation, data, and configurations (“Customer Content”), subject to any rights granted in separate agreements.
License to AIdMD
You grant AIdMD a non-exclusive, worldwide, limited license to host, process, transmit, reproduce, and use Customer Content solely as necessary to provide, operate, secure, and maintain the Services; support integrations and customer-requested functionality; provide support and troubleshooting; and comply with law and enforce these Terms.
Responsibility for Customer Content
You are responsible for Customer Content, including its legality, accuracy, and appropriateness, and for ensuring you have the rights needed to provide it.
9. Feedback
If you provide suggestions, comments, ideas, or feedback regarding the Services (“Feedback”), you grant AIdMD a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license to use and incorporate that Feedback without restriction or compensation, provided we do not publicly identify you without permission.
10. Privacy
Your use of the Services is also subject to our Privacy Policy, which describes how we collect, use, and disclose information. For PHI processed under a BAA or customer agreement, applicable contract terms and legal obligations may govern in addition to the Privacy Policy.
11. Subscriptions, Orders, and Payment
Paid Services
Certain Services require payment under a subscription plan, order form, or other commercial terms. Pricing, billing terms, seat/provider counts, implementation fees, and service levels may be described in an order form or separate agreement.
Billing and Renewal
Unless otherwise stated in a separate agreement: subscriptions are billed in advance on a recurring basis (e.g., monthly or annually); subscriptions may automatically renew unless canceled before renewal; and you authorize AIdMD (or our payment processor) to charge applicable fees, taxes, and charges.
Taxes
Fees do not include taxes unless stated otherwise. You are responsible for applicable taxes, duties, and government charges, excluding taxes based on AIdMD's net income.
Late Payments
If payment is overdue, AIdMD may suspend access to paid Services after reasonable notice, where permitted by law and contract.
12. Trials, Betas, and Pre-Release Features
AIdMD may offer free trials, pilots, betas, or pre-release features (“Trial Services”). Unless otherwise stated:
- Trial Services are provided “as is” and may be modified or discontinued at any time;
- Trial Services may have limited support, functionality, or security controls;
- AIdMD may impose usage limits; and
- data retention/export options for Trial Services may be limited.
At the end of a trial, access may end unless you convert to a paid plan.
13. Suspension and Termination
By You
You may stop using the Services at any time. If you are on a paid subscription, termination and cancellation rights are governed by your applicable order form or billing terms.
By AIdMD
AIdMD may suspend or terminate access (in whole or part) if you materially breach these Terms; your use poses a security, legal, or operational risk; required by law; or fees remain unpaid after notice (for paid Services). Where practicable, we will provide notice and an opportunity to cure before suspension/termination, unless immediate action is necessary.
Effect of Termination
Upon termination: your right to use the Services ends; you must stop accessing the Services; and any surviving terms (including payment obligations, IP, disclaimers, limitations, indemnities, and dispute terms) remain in effect. Data return/export/deletion rights and timelines may be governed by your separate agreement, plan terms, or applicable law.
14. Intellectual Property Rights
The Services, including software, models, interfaces, design, text, graphics, logos, and documentation (excluding Customer Content), are owned by AIdMD or its licensors and are protected by intellectual property laws.
Subject to these Terms and applicable payment obligations, AIdMD grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for your internal authorized purposes. No rights are granted except as expressly stated in these Terms.
15. Third-Party Services and Integrations
The Services may interoperate with third-party systems, products, or services (including EHRs, identity providers, storage providers, and communication tools). AIdMD is not responsible for third-party services, including their availability, security, or performance, except to the extent expressly provided in a separate written agreement. Your use of third-party services may be subject to those providers' terms and privacy policies.
16. Disclaimers
AIdMD does not warrant that: the Services will be uninterrupted, error-free, or fully secure; outputs will be accurate, complete, or suitable for any specific purpose; the Services will meet all customer requirements without configuration or implementation work; or third-party integrations will always be available or function as expected.
Nothing in these Terms excludes warranties that cannot be excluded under applicable law.
17. Limitation of Liability
Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.
18. Indemnification
You agree to defend, indemnify, and hold harmless AIdMD and its affiliates, officers, directors, employees, and agents from and against claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to:
- your (or your users') use of the Services in violation of these Terms or law;
- Customer Content;
- your breach of applicable healthcare/privacy obligations; or
- your infringement or misappropriation of third-party rights.
This section does not apply to the extent the claim is caused by AIdMD's breach of these Terms or applicable law.
19. Modifications to the Services or Terms
AIdMD may update the Services from time to time, including adding, removing, or modifying features. We may also update these Terms. If we make material changes, we will post the updated Terms and update the “Last Updated” date. Where required by law, we will provide additional notice. Your continued use of the Services after updated Terms become effective constitutes acceptance of the updated Terms.
20. Governing Law
These Terms are governed by the laws of the State of Delaware, without regard to conflict of laws principles, except where preempted by applicable federal law.
21. Dispute Resolution
Any dispute arising out of or related to these Terms or the Services will be resolved exclusively in the state or federal courts located in Delaware, and the parties consent to personal jurisdiction and venue there.
22. Injunctive Relief
Nothing in these Terms prevents either party from seeking injunctive or equitable relief in a court of competent jurisdiction for actual or threatened misuse of intellectual property, confidential information, or security-related violations.
23. Export Controls and Sanctions
You agree to comply with applicable export control and sanctions laws. You may not use, export, re-export, or transfer the Services in violation of applicable laws or to prohibited persons, entities, or jurisdictions.
24. Entire Agreement; Severability; Assignment
These Terms, together with any applicable order forms, product-specific terms, and incorporated policies, constitute the entire agreement between you and AIdMD regarding the Services (unless superseded by a separate signed agreement). If any provision is found unenforceable, the remaining provisions remain in effect. You may not assign these Terms without AIdMD's prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets. AIdMD may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets.
25. Contact Information
If you have questions about these Terms, contact us at:
AIdMD Technologies, Inc.
1111b South Governors Avenue Suite 99824
Dover, DE 19904, US
Email: info@aidmdusa.com
Security: admin@aidmdusa.com
Website: www.aidmdusa.com