Medraki Terms of Service

These Terms of Service ("Terms") govern access to and use of the Medraki platform (the "Platform") operated by Medraki, Inc., a Delaware corporation ("Medraki," "we," "us," or "our").

By accessing or using the Platform, you agree to be bound by these Terms.

If you are accessing the Platform on behalf of a healthcare practice, organization, or other legal entity ("Organization"), you represent and warrant that you have authority to bind that Organization to these Terms.

1. Description of Services

Medraki provides an AI-powered clinical education, quality improvement, and analytics platform designed for licensed healthcare professionals, medical directors, and healthcare organizations.

Services may include:

• AI-assisted chart review feedback
• Case categorization and tagging
• Clinical pattern analysis
• Identification of quality assurance (QA) cases
• Educational insights and performance tracking
• Aggregated benchmarking analytics

Medraki is not a healthcare provider and does not provide medical care.

2. No Medical Advice; No Provider-Patient Relationship

The Platform provides informational, analytical, and educational tools only.

Medraki:

• Does not diagnose or treat patients
• Does not provide medical advice
• Does not establish a provider-patient relationship
• Does not replace independent clinical judgment

All clinical decisions, patient management, and regulatory compliance remain solely the responsibility of the licensed healthcare professional or Organization using the Platform.

3. AI-Generated Content Disclaimer

The Platform uses artificial intelligence and automated systems.

AI-generated outputs:

• May contain inaccuracies or omissions
• May not identify all clinical risks, documentation deficiencies, or regulatory concerns
• Do not constitute a determination of standard of care
• Are not guaranteed to detect all errors or deviations

Users must independently review and validate all outputs before relying on them.

Medraki does not guarantee identification of all clinical errors, patient safety risks, quality concerns, or medicolegal exposures.

4. HIPAA and Protected Health Information (PHI)

Where applicable, Medraki may act as a Business Associate under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA").

4.1 Business Associate Agreement (BAA)

Medraki will enter into a Business Associate Agreement ("BAA") with Covered Entities prior to receiving Protected Health Information ("PHI").

PHI may only be uploaded or transmitted after:

• A valid BAA is executed
• Appropriate security safeguards are implemented

4.2 Safeguards

Medraki implements administrative, physical, and technical safeguards designed to comply with HIPAA Security Rule requirements, including:

• Encryption in transit and at rest
• Role-based access controls
• Audit logging
• Access monitoring

However, no system can guarantee absolute security.

4.3 User Responsibilities

Users remain responsible for:

• Determining whether HIPAA applies to their use
• Ensuring appropriate authorization for PHI disclosure
• Compliance with federal and state privacy laws
• Uploading only data they are legally permitted to share

5. User Responsibilities

You agree to:

• Use the Platform only for lawful purposes
• Maintain appropriate professional licensure (if applicable)
• Ensure data uploaded is authorized for use
• Not rely exclusively on AI-generated outputs for clinical decision-making
• Maintain confidentiality of login credentials

You may not:

• Reverse engineer the Platform
• Attempt to extract underlying models
• Use the Platform to develop competing systems

6. Data Ownership and Use

6.1 User Data

You retain ownership of data you upload ("User Data").

You grant Medraki a limited license to process User Data solely to:

• Provide and improve the Platform
• Generate analytics and insights
• Maintain system performance

6.2 De-Identified and Aggregated Data

Medraki may use:

• De-identified data
• Aggregated analytics
• Statistical insights

for purposes including:

• Product improvement
• Research
• Benchmarking
• Educational publications
• Development of quality improvement tools

No PHI will be sold.

De-identified data will not be re-identified.

7. Confidentiality

Medraki will maintain confidentiality of User Data in accordance with applicable law and any executed BAA.

Users agree to maintain confidentiality of Platform materials, analytics, and proprietary outputs not publicly disclosed.

8. Fees and Payment (If Applicable)

Certain features may require payment under a separate subscription agreement.

Unless otherwise specified:

• Fees are non-refundable
• Failure to pay may result in suspension
• Enterprise customers may be governed by separate written agreements.

9. Suspension and Termination

Medraki may suspend or terminate access if:

• These Terms are violated
• There is suspected unlawful activity
• Security risks are identified

Users may terminate use at any time.

Termination does not eliminate accrued obligations.

10. Disclaimer of Warranties

The Platform is provided "AS IS" and "AS AVAILABLE."

To the maximum extent permitted by law, Medraki disclaims all warranties, including:

• Accuracy
• Reliability
• Fitness for a particular purpose
• Non-infringement
• Compliance with medical or regulatory standards

Medraki does not warrant uninterrupted or error-free operation.

11. Limitation of Liability

To the maximum extent permitted by law:

Medraki shall not be liable for:

• Clinical decisions or patient outcomes
• Regulatory actions
• Malpractice claims
• Indirect, incidental, special, consequential, or punitive damages
• Lost profits or business interruption

Total liability shall not exceed the amount paid by the user or Organization to Medraki in the twelve (12) months preceding the claim.

12. Indemnification

You agree to indemnify, defend, and hold harmless Medraki from claims arising out of:

• Your clinical practice
• Your use of the Platform
• Improper upload or disclosure of PHI
• Violation of privacy laws
• Reliance on AI outputs without independent review

13. Intellectual Property

All software, AI systems, design, content, branding, and documentation are the exclusive property of Medraki, Inc.

Nothing in these Terms grants ownership rights in the Platform.

14. Modifications to Terms

Medraki may update these Terms periodically.

Material changes will be communicated via:

• Platform notice
• Email notification
• Updated effective date

Continued use constitutes acceptance of updated Terms.

15. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles.

Any disputes shall be resolved through binding arbitration, except where prohibited by law.