Terms of Service

Effective Date: January 1, 2025
Last Updated: January 1, 2025

1. Acceptance of Terms

By accessing, browsing, or using Echopad AI services ("Services") provided by Cloud Security Web LLC ("Company," "we," "us," or "our"), you ("Customer," "you," or "your") acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and any additional terms referenced herein.

Binding Agreement: These Terms create a binding legal agreement. If you are entering into these Terms on behalf of an organization, you represent and warrant that you have authority to bind that organization.

2. Description of Services

Echopad AI provides healthcare AI agent platform services including, but not limited to:

• Clinical documentation assistance
• Patient engagement automation
• Administrative workflow optimization
• Medical coding assistance
• Triage and scheduling automation

Service Modifications: We reserve the right to modify, suspend, or discontinue any part of the Services at any time, with or without notice, and without liability to you.

3. User Accounts and Registration

3.1 Account Creation

To access certain features, you must create an account and provide accurate, complete information. You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Promptly notifying us of any unauthorized access
• Ensuring compliance with these Terms by all users under your account

3.2 Account Eligibility

You must be at least 18 years old and legally capable of entering into binding contracts. You represent that all information provided is accurate and complete.

4. Permitted Use and Restrictions

4.1 Permitted Use

You may use the Services solely for lawful purposes in accordance with these Terms and applicable healthcare regulations.

4.2 Prohibited Conduct

You agree NOT to:

• Violate any applicable laws or regulations
• Infringe on intellectual property rights
• Transmit malicious code, viruses, or harmful content
• Attempt to gain unauthorized access to our systems
• Reverse engineer, decompile, or disassemble our Services
• Use Services to compete with or create competing products
• Remove or modify any copyright, trademark, or proprietary notices
• Use Services in any manner that could damage, disable, or impair our systems
• Share, resell, or sublicense access to Services

5. Fees and Payment

5.1 Subscription Fees

Services are provided on a subscription basis at the rates specified in your service agreement. Fees are non-refundable except as required by law or explicitly stated in writing.

5.2 Payment Terms

• Fees are due in advance according to your billing cycle
• You authorize us to charge your payment method on file
• Late payments may incur interest at 1.5% per month or the maximum permitted by law
• We may suspend Services for non-payment after 10 days' notice

5.3 Fee Changes

We reserve the right to modify fees with 30 days' notice. Continued use after fee changes constitutes acceptance.

6. Intellectual Property Rights

6.1 Our Property

All Services, including software, technology, content, trademarks, and documentation, are owned by Cloud Security Web LLC and protected by U.S. and international intellectual property laws. No ownership rights are transferred to you.

6.2 Limited License

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for your internal business purposes.

6.3 Customer Data

You retain ownership of data you input into Services ("Customer Data"). You grant us a worldwide, royalty-free license to use Customer Data solely to provide Services and improve our platform.

7. HIPAA Compliance and Healthcare Regulations

7.1 Business Associate Agreement

For customers who are HIPAA-covered entities, a separate Business Associate Agreement (BAA) must be executed. Services involving PHI are not authorized until a BAA is in place.

7.2 Your Responsibilities

You are solely responsible for:

• Ensuring your use complies with HIPAA and other healthcare regulations
• Obtaining necessary patient consents
• Implementing appropriate safeguards
• Training your staff on proper use
• Conducting required risk assessments

7.3 Not Medical Advice

IMPORTANT: Our Services provide tools and assistance but do NOT constitute medical advice. All clinical decisions remain the responsibility of qualified healthcare professionals. We are not liable for medical decisions or patient outcomes.

8. Data Security and Privacy

We implement reasonable security measures as described in our Privacy Policy. However:

• You acknowledge that no security is completely foolproof
• You are responsible for your own security practices
• We are not liable for unauthorized access beyond our reasonable control
• You must promptly report any security concerns

9. Service Availability and Support

9.1 Uptime

We strive for 99.9% uptime but do not guarantee uninterrupted service. Scheduled maintenance windows may occur with reasonable notice.

9.2 Support

Support is provided according to your service tier. We will use commercially reasonable efforts to respond but make no guarantees regarding response times except as specified in writing.

9.3 System Requirements

You are responsible for maintaining compatible systems, internet connectivity, and browsers needed to access Services.

10. Term and Termination

10.1 Term

These Terms remain in effect until terminated by either party.

10.2 Termination by Customer

You may terminate by providing written notice according to your service agreement. You remain responsible for all fees through the end of your billing period.

10.3 Termination by Us

We may suspend or terminate your access immediately if:

• You violate these Terms
• You fail to pay fees when due
• Your use poses security or legal risks
• Required by law

10.4 Effects of Termination

Upon termination:

• Your access rights immediately cease
• You must pay all outstanding fees
• We may delete your data after 30 days (subject to legal retention requirements)
• Sections that by their nature should survive will continue to apply

11. WARRANTIES AND DISCLAIMERS

11.1 LIMITED WARRANTY

WE WARRANT THAT SERVICES WILL SUBSTANTIALLY CONFORM TO THEIR DOCUMENTATION UNDER NORMAL USE. THIS IS YOUR SOLE AND EXCLUSIVE WARRANTY.

11.2 DISCLAIMER

EXCEPT AS EXPRESSLY STATED ABOVE, SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY
• FITNESS FOR A PARTICULAR PURPOSE
• NON-INFRINGEMENT
• ACCURACY OR RELIABILITY OF CONTENT
• UNINTERRUPTED OR ERROR-FREE OPERATION

WE DO NOT WARRANT THAT SERVICES WILL MEET YOUR REQUIREMENTS OR THAT DEFECTS WILL BE CORRECTED.

12. LIMITATION OF LIABILITY

12.1 EXCLUSION OF DAMAGES

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CLOUD SECURITY WEB LLC, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL
• BUSINESS INTERRUPTION
• COST OF SUBSTITUTE SERVICES
• MEDICAL MALPRACTICE OR PATIENT HARM

WHETHER ARISING FROM CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 CAP ON LIABILITY

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM, OR $1,000, WHICHEVER IS LESS.

12.3 Exceptions

Limitations do not apply to: (a) our gross negligence or willful misconduct; (b) your payment obligations; (c) your indemnification obligations; or (d) matters that cannot be limited by law.

13. Indemnification

You agree to indemnify, defend, and hold harmless Cloud Security Web LLC, its affiliates, and their respective officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:

• Your use or misuse of Services
• Your violation of these Terms
• Your violation of any law or regulation
• Your violation of any third-party rights
• Medical decisions or patient care
• Customer Data you provide

14. Dispute Resolution

14.1 Governing Law

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

14.2 Arbitration

MANDATORY ARBITRATION: Any dispute arising from these Terms shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration shall occur in Delaware.

CLASS ACTION WAIVER: You agree to arbitrate disputes on an individual basis only. You waive any right to participate in class actions, class arbitrations, or representative actions.

14.3 Exceptions to Arbitration

Either party may seek injunctive relief in court for intellectual property infringement or unauthorized access.

15. General Provisions

15.1 Modifications to Terms

We reserve the right to modify these Terms at any time. Changes become effective immediately upon posting. Continued use constitutes acceptance. We are not obligated to provide individual notice of changes.

15.2 Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms to any affiliate or in connection with a merger or sale.

15.3 Severability

If any provision is found unenforceable, it will be modified to the minimum extent necessary, and remaining provisions remain in full effect.

15.4 No Waiver

Our failure to enforce any provision does not constitute a waiver of future enforcement.

15.5 Entire Agreement

These Terms, together with your service agreement and any BAA, constitute the entire agreement and supersede all prior agreements and understandings.

15.6 Force Majeure

We are not liable for failures or delays due to circumstances beyond our reasonable control (natural disasters, acts of government, labor disputes, internet failures, etc.).

15.7 Export Compliance

You agree to comply with all export and import laws. Services may not be used in embargoed countries or by prohibited persons.

15.8 Government Users

If you are a U.S. government entity, Services are "commercial computer software" and "commercial computer software documentation" with restricted rights as defined in applicable regulations.

16. Contact Information

For questions about these Terms, contact us at: