Terms of Service

This Terms of Service Agreement (the "Agreement") is entered into between Medeloop, Inc. ("Medeloop," "we," "us," or "our") and the individual user ("Customer," "you," or "your") accessing or using the Medeloop platform and related services (the "Platform" or "Services"). This Agreement governs your access to and use of the Services.

1. Definitions

1.1 "Agreement" means this Terms of Service Agreement, together with any Order Forms, Statements of Work, and any Module Supplemental Terms incorporated herein.

1.2 "Authorized Users" means individuals authorized by Customer to access and use the Services under Customer's account.

1.3 "Customer Data" means all data, information, and content submitted, uploaded, or otherwise provided by Customer or its Authorized Users through the Services.

1.4 "Documentation" means Medeloop's then-current technical and functional documentation for the Services, as updated from time to time.

1.5 "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, and other proprietary rights.

1.6 "Medeloop Technology" means the Platform, Services, Documentation, and all underlying software, algorithms, models, and technology owned or licensed by Medeloop.

1.7 "Order Form" means a written order, purchase order, or other ordering document executed by the parties that references this Agreement.

1.8 "Services" means the platform, software, and related services provided by Medeloop as described in an applicable Order Form or as otherwise made available by Medeloop.

1.9 "Subscription Term" means the period during which Customer is authorized to access and use the Services as set forth in an Order Form.

2. Access to the Platform

2.1 Access. Subject to the terms and conditions of this Agreement, Medeloop grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term solely for Customer's internal business purposes in accordance with the Documentation and any applicable Order Form.

2.2 Restrictions. Customer shall not, and shall not permit any third party to: (a) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the Services; (b) modify or make derivative works based upon the Services; (c) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code or underlying algorithms of the Services; (d) access the Services in order to build a competitive product or service; (e) use the Services to process data on behalf of any third party as a service bureau or otherwise; (f) use the Services in violation of applicable law; or (g) remove or obscure any proprietary notices on the Services.

2.3 Third-Party Services. The Services may contain features that interoperate with third-party services. Medeloop does not control and is not responsible for such third-party services. Customer's use of such third-party services is governed by the applicable third-party terms.

3. Account Registration

3.1 Account Creation. To access the Services, Customer must register for an account by providing accurate and complete registration information. Customer is responsible for maintaining the confidentiality of its account credentials and for all activities that occur under its account.

3.2 Account Security. Customer agrees to: (a) immediately notify Medeloop of any unauthorized use of its account or any other breach of security; (b) ensure that Customer exits from its account at the end of each session; and (c) take all necessary steps to maintain the security of its account credentials.

3.3 Authorized Users. Customer is responsible for its Authorized Users' compliance with this Agreement. Customer shall ensure that all Authorized Users are made aware of and comply with the terms of this Agreement. Customer is responsible for all acts and omissions of its Authorized Users.

3.4 Account Information. Customer agrees to provide accurate, current, and complete information during registration and to update such information to keep it accurate, current, and complete. Medeloop reserves the right to suspend or terminate accounts with inaccurate or incomplete information.

4. Customer Data and Obligations

4.1 Customer Data Ownership. As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants Medeloop a limited, non-exclusive license to process Customer Data solely as necessary to provide the Services and as set forth in this Agreement.

4.2 Customer Responsibilities. Customer is solely responsible for: (a) the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data; (b) obtaining all necessary rights, licenses, consents, and permissions required to submit Customer Data to the Services; and (c) complying with all applicable laws and regulations in connection with Customer's use of the Services and submission of Customer Data.

4.3 Prohibited Data. Customer shall not submit to the Services any data that: (a) infringes or misappropriates any third-party Intellectual Property Rights; (b) violates any applicable law or regulation, including privacy laws; (c) contains viruses, malware, or other harmful code; or (d) is defamatory, obscene, or otherwise objectionable.

4.4 Data Processing. To the extent Customer Data includes personal data, the parties shall comply with the applicable data processing agreement, which is incorporated by reference into this Agreement.

4.5 HIPAA Compliance. If Customer submits Protected Health Information (as defined under HIPAA) to the Services, Customer and Medeloop shall execute a Business Associate Agreement prior to such submission. Customer represents and warrants that it has all necessary authorizations and consents to submit any such information.

5. Medeloop Communications

5.1 Service Communications. By creating an account, Customer consents to receive service-related communications from Medeloop, including notices about updates to the Services, security alerts, and administrative messages. These communications are considered part of the Services and may not be opted out of.

5.2 Marketing Communications. Medeloop may send Customer promotional and marketing communications about its products and services. Customer may opt out of such marketing communications at any time by following the unsubscribe instructions in such communications or by contacting Medeloop directly.

5.3 Notices. All legal notices to Medeloop must be sent in writing to the address set forth in Section 14.13. Medeloop may provide notices to Customer via email to the address associated with Customer's account or through in-platform notifications.

6. Fees, Payment, and Taxes

6.1 Fees. Customer agrees to pay all fees specified in the applicable Order Form. Except as otherwise specified, all fees are quoted and payable in United States dollars.

6.2 Payment Terms. Unless otherwise specified in an Order Form, fees are due and payable within thirty (30) days of invoice. Medeloop reserves the right to suspend access to the Services for overdue payments after providing Customer with written notice and a cure period of ten (10) business days.

6.3 Taxes. All fees are exclusive of applicable taxes. Customer is responsible for all sales, use, excise, value-added, and other taxes and government charges imposed on or related to the transactions contemplated by this Agreement, excluding taxes based on Medeloop's net income.

6.4 Fee Changes. Medeloop reserves the right to change its fees upon at least sixty (60) days' prior written notice to Customer. Any fee changes will take effect at the start of the next Subscription Term.

6.5 Refunds. Except as expressly provided in this Agreement or required by applicable law, all fees paid are non-refundable.

7. Term and Termination

7.1 Term. This Agreement commences on the date Customer first accepts it and continues until terminated in accordance with this Section.

7.2 Termination for Convenience. Either party may terminate this Agreement upon thirty (30) days' prior written notice to the other party, subject to any minimum commitment periods set forth in an Order Form.

7.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice; (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy proceedings; or (c) engages in fraudulent or illegal conduct in connection with the Services.

7.4 Effect of Termination. Upon termination or expiration of this Agreement: (a) all rights granted to Customer hereunder will immediately terminate; (b) Customer shall immediately cease all use of the Services; and (c) each party shall return or destroy the other party's Confidential Information. Medeloop will make Customer Data available for export for thirty (30) days following termination, after which Medeloop may delete Customer Data.

7.5 Survival. Sections relating to definitions, fees owed prior to termination, confidentiality, intellectual property, warranties, indemnification, limitation of liability, arbitration, and general provisions shall survive termination or expiration of this Agreement.

8. Confidentiality

8.1 Confidential Information. "Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

8.2 Obligations. The Receiving Party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party without the Disclosing Party's prior written consent; and (c) use Confidential Information only as necessary to perform its obligations or exercise its rights under this Agreement.

8.3 Exceptions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly available without breach of this Agreement; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided the Receiving Party gives prompt notice to the Disclosing Party.

9. Intellectual Property

9.1 Medeloop Ownership. Medeloop retains all right, title, and interest in and to the Medeloop Technology, including all modifications, improvements, enhancements, and derivative works thereof. No rights are granted to Customer except as expressly set forth in this Agreement.

9.2 Feedback. If Customer provides Medeloop with any feedback, suggestions, ideas, or other input regarding the Services ("Feedback"), Customer grants Medeloop a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, and incorporate such Feedback into the Services without any obligation to Customer.

9.3 Aggregate Data. Medeloop may collect and use aggregated, de-identified data derived from Customer's use of the Services to improve the Services, develop new features, and for other business purposes. Such aggregated data will not identify Customer or any individual user.

9.4 Trademarks. Each party retains ownership of its respective trademarks. Neither party may use the other party's trademarks without prior written consent, except that Medeloop may identify Customer as a customer in its marketing materials.

10. Warranties and Disclaimers

10.1 Medeloop Warranties. Medeloop warrants that: (a) the Services will perform materially in accordance with the Documentation; and (b) Medeloop will implement commercially reasonable security measures to protect Customer Data.

10.2 Customer Warranties. Customer warrants that: (a) it has the legal authority to enter into this Agreement; (b) Customer Data does not infringe any third-party rights; and (c) Customer's use of the Services will comply with all applicable laws and regulations.

10.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. MEDELOOP DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. MEDELOOP DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DATA WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

11. Indemnification

11.1 By Medeloop. Medeloop will defend Customer against any third-party claim that the Services, as provided by Medeloop and used in accordance with this Agreement, infringe any patent, copyright, trademark, or trade secret of a third party, and will indemnify Customer for any damages finally awarded in such claim. Medeloop's obligations under this section do not apply if the alleged infringement arises from: (a) modifications to the Services made by Customer; (b) use of the Services in combination with third-party products or services not provided or approved by Medeloop; or (c) Customer Data.

11.2 By Customer. Customer will defend Medeloop against any third-party claim arising from: (a) Customer Data; (b) Customer's use of the Services in violation of this Agreement or applicable law; or (c) Customer's breach of its representations and warranties. Customer will indemnify Medeloop for any damages finally awarded in such claim.

11.3 Indemnification Procedure. The indemnified party must: (a) promptly notify the indemnifying party in writing of the claim; (b) give the indemnifying party sole control over the defense and settlement of the claim; and (c) provide reasonable cooperation in the defense of the claim at the indemnifying party's expense. The indemnified party may participate in the defense with counsel of its choice at its own expense.

12. Limitation of Liability

12.1 EXCLUSION OF CONSEQUENTIAL DAMAGES. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 AGGREGATE LIABILITY CAP. IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO MEDELOOP IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM.

12.3 Exceptions. The limitations set forth in Sections 12.1 and 12.2 do not apply to: (a) Customer's payment obligations; (b) either party's indemnification obligations; (c) either party's confidentiality obligations; or (d) damages arising from gross negligence or willful misconduct.

12.4 Essential Basis. The parties acknowledge that the limitations of liability in this Section reflect a reasonable allocation of risk and are an essential element of the basis of the bargain between the parties.

13. Arbitration

13.1 AGREEMENT TO ARBITRATE. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS. YOU AND MEDELOOP AGREE THAT ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION, OR VALIDITY THEREOF, INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THIS AGREEMENT TO ARBITRATE, SHALL BE DETERMINED BY BINDING ARBITRATION IN SAN FRANCISCO, CALIFORNIA, BEFORE ONE ARBITRATOR.

13.2 Arbitration Rules. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. The arbitration shall be conducted in English. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

13.3 Exceptions to Arbitration. Notwithstanding Section 13.1, either party may seek emergency equitable or injunctive relief from a court of competent jurisdiction to prevent immediate and irreparable harm. Nothing in this Section prevents Medeloop from seeking relief in small claims court for matters within that court's jurisdiction.

13.4 CLASS ACTION WAIVER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY WAIVES ITS RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. YOU AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

13.5 Governing Law. This Agreement shall be governed by the laws of the State of California, without regard to its conflict of laws principles, except to the extent pre-empted by the Federal Arbitration Act.

14. General

14.1 Entire Agreement. This Agreement, together with all Order Forms and any Module Supplemental Terms, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.

14.2 Amendments. Medeloop reserves the right to modify this Agreement at any time. Medeloop will provide at least thirty (30) days' prior notice of material changes. Continued use of the Services after the effective date of any changes constitutes acceptance of those changes.

14.3 Waiver. No waiver of any right or remedy under this Agreement shall be effective unless made in writing. Any waiver shall be limited to the specific circumstance and shall not constitute a continuing waiver.

14.4 Severability. If any provision of this Agreement is held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

14.5 Assignment. Customer may not assign this Agreement or any rights or obligations hereunder without Medeloop's prior written consent. Medeloop may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

14.6 Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent caused by circumstances beyond such party's reasonable control, including acts of God, natural disasters, government actions, pandemics, or internet service disruptions.

14.7 Independent Contractors. The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship between the parties.

14.8 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties and their respective successors and permitted assigns and does not confer any rights or remedies on any other person or entity.

14.9 Headings. Section headings are for convenience only and shall not affect the interpretation of this Agreement.

14.10 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

14.11 Export Compliance. Customer shall comply with all applicable export and import control laws and regulations in connection with its use of the Services.

14.12 Government Use. If Customer is a U.S. government entity, the Services are "commercial computer software" or "commercial computer software documentation" as those terms are used in applicable federal acquisition regulations, and the government's rights in the Services are limited to those expressly granted in this Agreement.

14.13 Contact Information. Notices to Medeloop under this Agreement shall be sent to:

15. Module Supplemental Terms

The following supplemental terms apply to specific modules of the Medeloop platform. Where there is a conflict between these Supplemental Terms and the main body of this Agreement, these Supplemental Terms shall control with respect to the applicable module.

I. Analytics Module

The Analytics Module provides AI-powered real-world evidence and clinical data analysis capabilities. The following additional terms apply:

• Customer is solely responsible for ensuring that any data submitted to the Analytics Module has been de-identified, anonymized, or is otherwise permitted to be processed under applicable law, including HIPAA if applicable.
• Outputs generated by the Analytics Module are for informational purposes only and do not constitute medical advice, clinical recommendations, or regulatory submissions. Customer is responsible for validating all outputs before reliance.
• Customer acknowledges that AI-generated analyses may contain errors and should be reviewed by qualified professionals before use in clinical, regulatory, or business decision-making.
• Medeloop does not guarantee the accuracy, completeness, or fitness for a particular purpose of any analytical output generated by the platform.

II. Grants Module

The Grants Module provides AI-assisted grant discovery, matching, and proposal drafting services. The following additional terms apply:

• Grant content generated by the Grants Module is a draft starting point only. Customer is solely responsible for reviewing, editing, and verifying all grant materials for accuracy, compliance, and adherence to funder requirements before submission.
• Medeloop does not guarantee that any grant proposal generated or assisted by the platform will be successful or funded. Grant outcomes depend on many factors outside Medeloop's control.
• Customer represents that all information submitted for grant preparation is accurate and that Customer has the authority to submit such applications on behalf of their institution.
• Customer is responsible for complying with all applicable grant terms, conditions, and reporting requirements imposed by funding agencies.

III. Studies Module

The Studies Module provides tools for designing, managing, and analyzing clinical and observational studies. The following additional terms apply:

• Customer is solely responsible for obtaining all required ethics approvals, institutional review board (IRB) approvals, and regulatory authorizations before conducting studies using the platform.
• Customer is responsible for ensuring that any research conducted using the Studies Module complies with applicable research regulations, including Good Clinical Practice (GCP) guidelines where applicable.
• The Studies Module does not replace professional medical, statistical, or regulatory judgment. Customer should engage qualified professionals to oversee study design, execution, and reporting.
• Any patient-identifiable data submitted to the Studies Module must be accompanied by appropriate data use agreements and patient consents as required by applicable law.

IV. Care Module

The Care Module provides population health management and care coordination tools. The following additional terms apply:

• The Care Module is intended as a decision support tool only. Clinical decisions remain the sole responsibility of qualified healthcare professionals and must not be delegated to or replaced by the platform.
• Customer acknowledges that Medeloop is not a healthcare provider and that the Care Module does not provide medical advice, diagnosis, or treatment recommendations.
• Customer is solely responsible for ensuring that use of the Care Module complies with applicable healthcare regulations, including HIPAA, state privacy laws, and applicable clinical governance frameworks.
• In the event of a conflict between platform-generated recommendations and clinical judgment, clinical judgment must prevail. Customer shall implement appropriate clinical governance processes to ensure safe use of the Care Module.