The terms and conditions set forth below (the “Terms”) govern your use of the site (as defined below) and the web-based AllayAI system and AllayAI app (AllayAI “Service”). These terms are a legal contract between you and AllayAI, Inc. (“AllayAI”, “we,” “us, or “our”) and govern your access to, and use of, the AllayAI website located at allayai.com, app.allayai.com, or any other AllayAI website or subsite (collectively, the “Site”) to which these terms are intended to apply. All references to “Site” include any AllayAI software that AllayAI provides to you, including without limitation, in a mobile application. If you do not agree with any of these terms, do not access or otherwise use the Site, any services made available through the Site or any information contained on the Site.

BY CLICKING “I ACCEPT,” OR OTHERWISE ACCESSING THE SITE OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING ALLAYAI’S PRIVACY POLICY (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND ALLAYAI’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY ALLAYAI AND BY YOU TO BE BOUND BY THESE TERMS

1. AllayAI does not provide medical services. Nothing on our Site or in any of our other interactions with you or in your use of any of AllayAI’s Services should be construed as creating or establishing a physician-patient relationship between AllayAI and you. IF YOU OR SOMEONE YOU KNOW IS EXPERIENCING A MEDICAL EMERGENCY, CALL 911 IMMEDIATELY. Never disregard professional medical advice or delay in seeking it because of something you have read on our Site, or that AllayAI has communicated to you in any other fashion. The content on our Site, such as text, graphics, images, articles, and other materials (“Content”) is for informational purposes only. The Content is not intended to be a substitute for professional medical advice, diagnosis, or treatment. AllayAI does not guarantee the accuracy, completeness, usefulness or adequacy of any resources, information, apparatus, product, or process available at or from our Site. Our Site is not designed for the delivery of time-sensitive or life critical medical or health-related communications.
2. Access to Customer/User/Affiliate only areas. Access to some areas of the Site may require the execution of a Separate Cloud Terms (Software as a Service Agreement). If you are not a Customer of AllayAI with a validly executed Cloud Terms Agreement or a valid User or Affiliate of a Customer as those terms are defined in a validly executed Cloud Terms Agreement, you are not permitted to access customer/user/affiliate only areas of the Site.
3. Use of the Site and Service. You agree to use the Site and Service only for lawful purposes and in accordance with these Terms. You must not use the Site or Service in any way that breaches any applicable local, national, or international law or regulation. You agree not to  defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others; use racially, ethnically, or otherwise offensive language; discuss or incite illegal activity; use abusive, threatening, violent, explicit, or obscene language or solicit/post sexually explicit images (actual or simulated); post or transmit any content or communications that exploit children or minors or that depicts cruelty to animals; post or transmit any copyrighted or trademarked materials, disseminate any unsolicited or unauthorized advertising, promotional materials; use any robot, spider, scraper or other automated means to access the Site or Service; or take any action that imposes an unreasonable or disproportionately large load on our infrastructure or the infrastructure of our third party service providers. This list of prohibitions provides examples and is not complete or exclusive.
4. Consent to Electronic Records. By using the Site and Service, you expressly acknowledge and agree that your health records and related medical information may be stored, accessed, and managed electronically through the Service. You consent to the use of electronic health records (EHR) for maintaining and processing your medical information, in accordance with applicable privacy laws and the policies of your healthcare provider and Company. This consent includes, but is not limited to, the sharing of your electronic health records among authorized healthcare professionals as necessary to provide you with healthcare services.
5. Account Registration. To access certain features of the Service, you may be required to create an account. You agree to provide accurate and complete information when creating your account and to keep this information up to date. You are responsible for maintaining the confidentiality of your AllayAI password, and you are solely responsible for all activities that occur using your password. You agree not to share your password, let anyone else access your AllayAI Account, or do anything else that might jeopardize the security of your AllayAI Account. You agree to promptly notify AllayAI if your password is lost, stolen, or disclosed to an unauthorized third party; if there is any unauthorized use of your password; or if you know of (or suspect) any other breach of security in relation to the Site or Service.
6. Age Requirement and Eligibility. By using the Site and Service, you represent, acknowledge and agree that you are at least 18 years of age; the Site and Service are not intended for Company authorized users under the age of 18. AllayAI may terminate these Terms and your use of the Site and Service if AllayAI, in its sole discretion, believes that you are under the age of 18. In addition, you are only eligible to use the Service if: (a) your Company has invited you to use the Service via a AllayAI-issued email or text message invitation; (b) you have provided the necessary identity and professional credentials documents and/or information requested by AllayAI; and (c) you have used the invitation code in such invitation to register with AllayAI to open an AllayAI Account as specified below in these Terms.
7. Additional Representations by You. You represent and warrant that the information that you provide to us about you, or, if you are a health care provider, about your patient, will be current, true, accurate, supportable and complete. If you are a health care provider, you represent and warrant that you have all necessary licenses, registrations, rights, consents and approvals to use or disclose Personal Information (any information that may be used to identify an individual, such as the patient’s first and last name, Social Security Number, age, gender, postal address, e-mail address, telephone number, other contact information, certain health information, or other personally identifiable information under an applicable law such as the Health Insurance Portability and Accountability Act (“HIPAA”) or an equivalent State law governing the use or disclosure of health information) and Protected Health Information (Personal Information in conjunction with information related to physical or mental health, such as medical history, family history, medical diagnosis, health background, current health status, age, gender, sexual behavior and sexual orientation, demographic information (including race, ethnicity, marital status, salary, education, political, religious, and trade union information) and information related to the diagnosis and treatment of health conditions, over-the-counter and prescription medications, laboratory test results, payments for treatment and health insurance information or other personally identifiable information under an applicable law such as HIPAA or an equivalent State law governing the use or disclosure of Protected Health Information and as defined by HIPAA).
8. User Content. You are solely responsible for any content that you upload, post, or otherwise transmit via the Site or Service. You agree not to upload, post, or otherwise transmit any content that is unlawful, harmful, or otherwise objectionable. Furthermore, you are solely responsible and liable for your communications with patients and other persons or entities in connection with your use of the Service. AllayAI does not control the content of user communications, and does not guarantee the accuracy, integrity, quality, reliability, or suitability of such communications. AllayAI does not pre-screen communications sent through the Service.
9. Personal Information. To the extent you provide your own personal information to AllayAI in connection with your use of the Site and Service, our use of such information is governed by the AllayAI Privacy Policy, which is available on our Site. Please use your common sense and good judgment before you share your personal information, patient record, or any other confidential information with any other person or entity through the Service. AllayAI does not control whom you choose to share such information with and has no liability or responsibility to you or any other person or entity to the extent you choose to make such information available through the Service.
10. Patient Information. Your use of all patient information through the Service (including, without limitation, information contained in a patient’s medical record) is governed by the terms of your Company’s privacy policy and applicable privacy laws. As between AllayAI and you, you are responsible for complying with your Company’s privacy practices and applicable privacy laws.
11. Data Usage: AllayAI may use usage patterns, trends, and other data derived from your use of the Site and/or Service for purposes of providing, operating, maintaining, or improving the Site and/or Service and for our advertising and marketing purposes. All such information will be aggregated and/or anonymized, and we will never identify you nor disclose your personal information.
12. Intellectual Property All content on the Site and Service, including text, graphics, logos, and software, is the property of AllayAI or its licensors and is protected by intellectual property laws. You may not use any of this content without our prior written permission.
13. Disclaimers. The Site and Service are provided “as is” and “as available” without any warranties of any kind, either express or implied. AllayAI does not warrant that the Site or Service will be uninterrupted or error-free. The information presented on or through the Site or Service is made available for general information purposes. We do not undertake to review all material before it is posted on the Site. While we intend for all information on our Site to be useful, we do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site, or by anyone who may be informed of any of its Content.
14. Risk and Liability To the fullest extent permitted by law, AllayAI shall not be liable for any damages arising out of or in connection with your use of the Site or Service, including but not limited to direct, indirect, incidental, and consequential damages. Furthermore, AllayAI is not responsible or liable for any aspect of the relationship between you and any patient or any other person or entity, including without limitation, medical advice or other information provided by you to any patient or other person or entity. Any disputes between you (or your Company) and any patient (or any other person or entity), or any disputes between you and your company, whether arising from your use of the Service or otherwise, are solely a matter between you (or your Company) and the patient (or any other person or entity) or between you and your company. By using any communications feature, you understand that you may be exposed to content that is offensive, indecent, or objectionable, and your use of such features is solely at your own risk.
15. Professional Judgment: AllayAI and its suppliers provide no medical or other professional advice in connection with this Agreement, the Service, and the information contained therein. A licensed professional is responsible for independently reaching any medical or other professional judgment, and for any resulting diagnosis and treatments, notwithstanding any use of the Service by such professional. Clinical information provided through the Service is intended as a supplement to, and not a substitute for, the knowledge, expertise, and judgment of professional personnel.
16. License: To the extent that you are permitted to access members only areas pursuant to a validly executed Cloud Terms Agreement, AllayAI grants you a limited, personal, revocable, non-sublicensable, non-transferable, and non-exclusive license to access and use the Materials on your personal computer or mobile device solely as necessary to use the Site and Service for your professional use on your Company’s behalf in accordance with these Terms. Except for the license set forth in the immediately preceding sentence, you acknowledge and agree that you have no right to download, cache, modify, edit, copy, display, reproduce, create derivative works of, reverse engineer, alter, enhance, or in any way exploit any of the Materials in any manner. Your use of the AllayAI Software may also be subject to the terms of an end-user license agreement. You may not sublicense, or charge others to use or access the AllayAI Software. You understand that AllayAI’s introduction of various technologies may not be consistent across all platforms and that the performance of the AllayAI Software and Service may vary depending on your computer or mobile device.
17. Termination: If you breach any of the Terms, AllayAI reserves the right to immediately terminate your use of Site and Service with or without notice for any action that we determine in our sole discretion, is inappropriate or disruptive to the Site or Service or to any other user of the Site or Service. AllayAI may report this to your Company and law enforcement authorities as applicable and AllayAI is not responsible or liable for any consequence of this action. Upon termination of such license, you agree to immediately destroy any downloaded or printed Materials.
18. Content Changes We reserve the right to modify these Terms as well as any content and services offered at any time by providing a notice on the site or through email attached to your account. Your continued use of the Site and Service following any such modification constitutes your agreement to be bound by the modified Terms. Some updates to software may be required in order to keep the software running properly, failure to install updates from your side may degrade the functionality or performance and AllayAI is not responsible for such consequential effects, losses, or damages, and such effects will not constitute a breach of these Terms or grant you any rights or remedies against AllayAI.

Disclaimer of Warranties

1. No Warranties: Your use of the Site, Service, Materials, any Record and any other information you obtain through the Site or Service is entirely at your own risk. The Materials and any Record have not been verified or authenticated in whole or in part by AllayAI, and they may include inaccuracies or typographical or other errors. AllayAI does not warrant the accuracy, appropriateness or timeliness of the Service, Materials, any Record, or other information contained on, or accessible from, the Site or through the Service. AllayAI has no liability for any errors or omissions in the Site, Service, Materials, any Record or other information, whether provided by AllayAI, a Patient or our suppliers.
2. Warranty Disclaimer: ALLAYAI, ON BEHALF OF ITSELF AND ITS SUPPLIERS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, HEREBY DISCLAIMS AND MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THE SITE, SERVICE, MATERIALS, ANY RECORD OR OTHER INFORMATION, RELATING TO QUALITY, SUITABILITY, TRUTH, ACCURACY, COMPLETENESS OR OTHERWISE. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE, SERVICE, MATERIALS, ANY RECORD AND ANY OTHER INFORMATION CONTAINED OR PRESENTED ON THE SITE OR THROUGH THE SERVICE IS PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” AND “WHERE-IS” BASIS WITH NO EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR SECURITY. ALLAYAI DOES NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE OR MALWARE THAT MAY BE INSTALLED ON YOUR COMPUTER OR MOBILE DEVICE OR THAT MAY DAMAGE YOUR COMPUTER, MOBILE DEVICE OR DATA.
3. Communication: YOU ACKNOWLEDGE THAT THE SERVICE ALLOWS YOU TO COMMUNICATE WITH CERTAIN THIRD PARTIES. ALLAYAI HAS NO LIABILITY TO THE EXTENT IT IS UNABLE TO PROVIDE ANY COMMUNICATION FEATURE OF THE SERVICE, OR FOR ANY HARM LOSS OR DAMAGES SUFFERED BY YOU AS A RESULT OF ANY THIRD PARTY’S ACTS OR OMISSIONS ARISING FROM YOUR USE OF THE SERVICE. ALLAYAI SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, DATA LOSS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET.
4. Legal Compliance: NOTHING IN THIS SECTION SHALL EXCLUDE OR LIMIT ALLAYAI’S WARRANTIES, REPRESENTATIONS OR CONDITIONS TO THE EXTENT THEY MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW, IN WHICH CASE, SUCH WARRANTIES, REPRESENTATIONS OR CONDITIONS WILL BE EXCLUDED AND LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

Limitation of Liability

1. No Liability for Damages. AllayAI and its suppliers and their respective officers, directors, employees and agents shall not be liable to you or any third party for any damages, losses, or claims resulting from your use of the Site, Service, Materials, any Record or other information made available through the Service, including without limitation, your reliance on the Site, Services, Materials, any Record or other information.
2. Limitation. IN NO EVENT SHALL ALLAYAI OR ITS SUPPLIERS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOWSOEVER ARISING, EVEN IF IT KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE.
3. Compliance. NOTHING IN THIS LIMITATION OF LIABILITY SECTION SHALL EXCLUDE OR LIMIT ALLAYAI’S OR ITS SUPPLIERS’ LIABILITY FOR LOSSES OR DAMAGES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW, IN WHICH CASE, ALLAYAI’S AND ITS SUPPLIERS’ LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
4. Survival. The parties agree that the limitations specified in this section will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.

General

1. Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.
2. Interpretation. If any of these Terms is found to be inconsistent with applicable law, then such terms shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. AllayAI’s failure to enforce any of these Terms is not a waiver of such terms.
3. Entire Agreement. These Terms, (together with any other terms and conditions which govern your use of the Site, Service or App, in each case as provided to you by AllayAI), are the entire agreement between you and AllayAI and supersede all prior or contemporaneous negotiations, discussions or agreements between you and AllayAI about the Site and Service.
4. Jurisdiction. AllayAI controls and operates the Site and provides the Service from its headquarters in the United States of America. The Site and Service are only intended for use by persons who are ordinarily resident in the United States of America.
5. Termination of Service. You may stop using the Site and Service at any time, by ceasing to access the Site or otherwise ceasing to use the Service. You may also terminate your AllayAI Account by contacting us at support@allayai.com. In addition to the termination rights set forth above in these Terms, AllayAI may suspend or terminate your use of the Site, Service or any portion or feature thereof in accordance with the terms of the agreement between AllayAI and your Company.
6. Contact Information. If you have any questions about these Terms, please contact us at support@allayai.com.
7. Precedents and Conflicts. In the event these Terms conflict with a binding Cloud Terms Agreement which otherwise governs your conduct, the provisions of the Cloud Service Agreement Shall take precedent over these Terms.