Terms for using CouncilAI in healthcare and organizational settings.

These Terms and Conditions (“Terms”) govern access to and use of the CouncilAI service, applications, APIs, documentation, and related offerings provided by CouncilAI. By accessing or using the Service, you agree to these Terms.

If you use the Service on behalf of an organization, you represent that you have authority to bind that organization, and “you” includes both the individual user and the organization.

If a separate signed agreement, order form, BAA, DPA, enterprise subscription agreement, or service-level commitment applies to your organization, that agreement controls to the extent of any conflict with these Terms.

The Service is intended for professional, business, and organizational use. You may use the Service only if:

• You are legally able to enter into a binding agreement.
• You are authorized by your organization to access the Service.
• You comply with applicable healthcare, privacy, security, export, and professional rules that apply to your use case.
• Where licensure or credentials matter, you maintain the required professional authority for the work you perform.

You must provide accurate account information and keep it up to date. You are responsible for maintaining the confidentiality of your credentials and for all activities that occur under your account.

• Use strong credentials and any security controls or multi-factor authentication required by your organization.
• Notify your administrator or CouncilAI promptly if you believe your account or device has been compromised.
• Organization administrators may provision, suspend, deactivate, review, export, or delete accounts and data according to their authority and applicable law.

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during the applicable subscription or authorized access period.

You may use the Service only for your internal business, clinical, compliance, and administrative purposes consistent with these Terms and any applicable customer agreement.

You may not, and may not permit others to:

• Use the Service in violation of law, regulation, third-party rights, or professional obligations.
• Reverse engineer, decompile, disassemble, scrape, frame, mirror, or otherwise attempt to extract source code, training data, security controls, or underlying models except where law forbids that restriction.
• Resell, sublicense, rent, time-share, or provide the Service to unauthorized third parties.
• Upload malware, attempt unauthorized access, interfere with system integrity, or circumvent rate limits, security features, or access controls.
• Use the Service to create unlawful surveillance, discriminatory profiling, spam, deceptive content, or fully automated high-risk decisions without appropriate human oversight.
• Use the Service as an emergency response system or as the sole basis for diagnosis, treatment, or patient management decisions.

CouncilAI provides assistive tooling. Outputs can be probabilistic, incomplete, outdated, or incorrect. You are responsible for reviewing, validating, and approving any output before relying on it.

• The Service does not provide medical judgment, legal advice, or emergency services.
• You remain solely responsible for patient care, charting, documentation, coding, billing, and compliance decisions.
• You should verify important outputs against source documents, independent references, and applicable clinical standards.
• Do not represent AI-generated output as independently verified if it has not been reviewed by an appropriate human decision-maker.

You or your organization retain rights in content, records, prompts, uploads, and other data you submit to the Service (“Customer Data”). You grant CouncilAI the rights needed to host, process, transmit, secure, back up, and display Customer Data to provide and support the Service.

• You represent that you have all rights, permissions, notices, and legal bases required to submit Customer Data and allow it to be processed through the Service.
• You are responsible for configuring your workflows, user permissions, retention settings, and integrations in a way that matches your compliance obligations.
• If Customer Data includes protected health information or other regulated data, separate privacy and security terms may apply in addition to these Terms.
• We may generate service metadata, logs, and aggregated or de-identified analytics derived from use of the Service so long as those materials do not reasonably identify you or your patients.

CouncilAI and its licensors own the Service, including software, interfaces, design, documentation, and all related intellectual property rights, other than Customer Data and third-party materials.

If you provide feedback, suggestions, or ideas about the Service, you grant CouncilAI a perpetual, irrevocable, worldwide, royalty-free right to use that feedback without restriction or obligation to you.

Paid plans, enterprise subscriptions, usage-based pricing, and invoice terms are governed by the order form or commercial agreement with your organization. Unless that agreement says otherwise:

• Fees are due as invoiced and are non-refundable except where required by law.
• You are responsible for applicable taxes, duties, and governmental charges other than taxes based on CouncilAI's net income.
• We may suspend or limit access for overdue accounts after reasonable notice where permitted by contract and law.

The Service may interoperate with third-party services, including model providers, identity providers, storage providers, payment processors, and customer-selected integrations. CouncilAI is not responsible for third-party services that it does not control.

Your use of third-party services may be subject to separate terms, privacy policies, and availability limits. If a third-party service becomes unavailable, we may suspend the related feature until the dependency is restored or replaced.

We may update, improve, add, remove, or modify features from time to time. We may also perform maintenance or suspend portions of the Service to protect users, maintain security, or comply with law.

• Unless expressly stated in a separate SLA, the Service is offered on an as-available basis.
• Preview, beta, pilot, or experimental features may be changed or discontinued at any time and may be subject to additional terms.
• We are not responsible for delays or failures caused by events outside our reasonable control, including internet outages, cloud failures, or third-party service disruptions.

We may suspend or terminate access to the Service, in whole or in part, if we reasonably believe it is necessary to protect the Service, users, or third parties, or if you violate these Terms, fail to pay applicable fees, or create legal or security risk.

• Upon termination, your right to use the Service ends immediately.
• Your organization should export or retrieve data before the end of the subscription term if that is required under your internal retention policies.
• Sections that by their nature should survive termination will survive, including sections concerning payment obligations, ownership, confidentiality-related protections, warranties, liability limits, indemnification, and dispute resolution.

To the maximum extent permitted by law, and except as expressly stated in a separate written agreement, the Service is provided “as is” and “as available.” CouncilAI disclaims all warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranty that the Service will be uninterrupted, error-free, secure, or that outputs will be accurate or complete.

To the maximum extent permitted by law, CouncilAI and its affiliates, licensors, and service providers will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenues, goodwill, data, or business interruption, even if advised of the possibility of those damages.

To the maximum extent permitted by law, CouncilAI's aggregate liability arising out of or relating to the Service or these Terms will not exceed the greater of the amounts paid or payable to CouncilAI for the Service in the 12 months before the event giving rise to the claim, or US$100 if no fees were paid for the Service during that period.

You and, if applicable, your organization will defend, indemnify, and hold harmless CouncilAI and its affiliates, officers, directors, employees, and agents from claims, liabilities, damages, judgments, losses, and expenses arising out of or related to:

• Your use of the Service in violation of these Terms or applicable law.
• Your Customer Data, including claims that you lacked rights or authorization to submit it.
• Your negligence, misconduct, or unauthorized reliance on AI-generated output.

If your organization has a separate written agreement with CouncilAI, the governing law, venue, and dispute procedures in that agreement apply. Otherwise, these Terms are governed by the laws that apply in the jurisdiction where the relevant CouncilAI contracting entity is organized, excluding conflict-of-laws rules.

Subject to applicable law and any separate written agreement, disputes will be resolved in the courts with competent jurisdiction over that CouncilAI contracting entity, and each party consents to that forum.

We may revise these Terms from time to time. The updated version becomes effective when posted unless a later date is specified. If you continue to use the Service after the effective date of updated Terms, you agree to the revised Terms.

For questions about these Terms, contact your designated CouncilAI support contact or organization administrator. If you use CouncilAI through an organization, your organization administrator or contracting representative may also be able to help.