Governing the use of the Medix Digital AI Lead Management and Practice Automation Platform

1. Acceptance of Terms

By accessing or using the Medix Digital platform or any related services (the "Service"), you ("Client," "You," or "Your") agree to be bound by these Terms of Service ("Terms"). If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity.

2. License and Access

2.1 Grant: Medix Digital grants you a limited, non-exclusive, non-transferable, and non-sublicensable right to access and use the Service solely for your internal business purposes (i.e., managing and automating patient leads for your medical practice).

2.2 Restrictions: You shall not (a) modify, copy, or create derivative works based on the Service; (b) license, sell, rent, or otherwise commercially exploit the Service; (c) use the Service to build a competitive product or service; or (d) reverse engineer or attempt to derive the source code of the Service.

3. Client Obligations and Data Responsibility

3.1 Legal Compliance: You are solely responsible for ensuring that your use of the Service, including the collection, processing, and communication with patient leads, complies with all applicable federal, state, and local laws. This includes, but is not limited to, the Health Insurance Portability and Accountability Act (HIPAA), the Telephone Consumer Protection Act (TCPA), and CAN-SPAM Act.

3.2 PHI/BAA: If you transmit, store, or process Protected Health Information (PHI) via the Service, you must execute a separate Business Associate Agreement (BAA) with Medix Digital before doing so. Your transmission of PHI without a BAA is a material breach of these Terms.

3.3 Consent: You represent and warrant that you have obtained and will maintain all necessary legal consents (including specific opt-ins for automated text/voice communications) from all individuals before communicating with them via the Service.

4. Fees and Payment

4.1 Subscription: Access to the Service is provided on a recurring subscription basis, billed in advance according to your selected plan.

4.2 Non-Refundable Fees: All fees paid are non-refundable, except as expressly provided otherwise in writing by Medix Digital.

4.3 Modifications: Medix Digital reserves the right to change its fees upon 30 days' notice to you.

5. Term and Termination

5.1 Term: These Terms commence on the date you sign up and remain in effect until the subscription expires or is terminated.

5.2 Termination by Client: You may terminate your subscription at any time by providing written notice. Termination will be effective at the end of the current billing cycle.

5.3 Termination by Medix Digital: We may terminate or suspend your account access immediately if you materially breach these Terms or the Acceptable Use Policy (AUP).

6. Disclaimers and Warranties

THE SERVICE IS PROVIDED "AS IS." MEDIX DIGITAL EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. MEDIX DIGITAL DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

7. Limitation of Liability

IN NO EVENT SHALL MEDIX DIGITAL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, PROFITS, OR BUSINESS INTERRUPTION). IN ALL CASES, MEDIX DIGITAL'S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY THE CLIENT TO MEDIX DIGITAL IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

8. Governing Law

These Terms shall be governed by the laws of [Insert Jurisdiction, e.g., the State of Delaware], without regard to its conflict of laws principles.