END USER LICENSE AGREEMENT
MedRecords AI - Intelligent Document Analysis Platform
Version 4.2
Productivity AI, LLC
Effective Date: April 17, 2026
IMPORTANT - READ CAREFULLY: This End User License Agreement ("Agreement") is a
legally binding contract between you (either an individual or a single entity,
referred to herein as "Licensee" or "you") and Productivity AI, LLC, a Virginia
limited liability company doing business as MedRecords AI ("Company,"
"we," or "us") for the MedRecords AI software product, which includes computer
software, associated media, printed materials, and electronic documentation
(collectively, the "Software").
BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU ACKNOWLEDGE THAT
YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS
OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT INSTALL OR USE
THE SOFTWARE AND PROMPTLY RETURN IT TO THE COMPANY.
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CRITICAL LIABILITY NOTICE (v4.1 ADDENDUM)
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THE FOLLOWING PROVISIONS ARE CONDITIONS OF YOUR LICENSE. FAILURE TO COMPLY
CONSTITUTES A MATERIAL BREACH OF THIS AGREEMENT.
A. LICENSE GRANT & "AS-IS" NATURE
MedRecords AI ("Software") is a decision-support tool provided under a
perpetual license. The Software is provided "AS IS." We do not warrant that
the analysis is 100% accurate, complete, or free of "hallucinations"
inherent in Large Language Models.
B. NO LEGAL OR MEDICAL ADVICE
The Software does not practice law or medicine. Use of the Software does not
create an attorney-client relationship. All valuations, demand packages, and
summaries are DRAFTS.
C. THE "ATTORNEY'S DUTY TO VERIFY" (CRITICAL)
As a condition of this license, the User (the licensed Attorney) acknowledges
a non-delegable professional duty to verify all AI-generated output against
original source documents. User agrees that failure to verify citations
constitutes a breach of this Agreement.
D. LIMITATION OF LIABILITY (CONSPICUOUS NOTICE)
IN NO EVENT SHALL MEDRECORDS AI, PRODUCTIVITY AI, LLC, ITS OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY PROFESSIONAL
MALPRACTICE CLAIMS, JUDICIAL SANCTIONS, LOST CASES, OR DAMAGES ARISING
FROM THE USER'S RELIANCE ON THE SOFTWARE. OUR TOTAL CUMULATIVE LIABILITY
IS LIMITED TO THE ONE-TIME LICENSE FEE ACTUALLY PAID BY THE USER.
E. HIPAA & DATA CUSTODY
User acknowledges that Software operates on a "Hybrid-Local" model. User is
the sole custodian of the "Vault" and the encryption keys. We do not have
access to User's PHI (Protected Health Information) and are not responsible
for local data breaches or loss of encryption keys.
F. UNAUTHORIZED PRACTICE OF LAW (UPL)
User shall not represent to any court or third party that the Software's
output constitutes a finalized legal opinion without independent attorney
review and signature.
G. MANDATORY BINDING ARBITRATION (CONSPICUOUS NOTICE)
ALL DISPUTES, CLAIMS, OR CONTROVERSIES ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE SOFTWARE SHALL BE RESOLVED EXCLUSIVELY BY BINDING
ARBITRATION IN FAIRFAX COUNTY, VIRGINIA, UNITED STATES OF AMERICA. THE
PARTIES HEREBY WAIVE ANY RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN A
CLASS ACTION. THIS ARBITRATION CLAUSE SHALL SURVIVE TERMINATION OF THIS
AGREEMENT.
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1. DEFINITIONS
1.1 "Demo License" means a limited, time-restricted license for evaluation
purposes only, subject to the limitations described in Section 6.
1.2 "Pro License" means a perpetual license to the full feature set of the
Software, including all advanced and professional features, activated
via a valid license key.
1.3 "License Key" means the unique alphanumeric code provided by the
Company to activate a Pro License.
1.4 "Authorized Users" means the individuals within Licensee's organization
who are permitted to access and use the Software under this Agreement.
1.5 "AI-Generated Output" means any content, analysis, summary, report,
recommendation, demand package, or other output produced in whole or
in part by the artificial intelligence or machine learning components
of the Software, including but not limited to medical record summaries,
chronologies, demand letters, case valuations, and deposition outlines.
1.6 "Protected Health Information" or "PHI" has the meaning ascribed to it
under the Health Insurance Portability and Accountability Act of 1996
("HIPAA") and its implementing regulations, as amended by the Health
Information Technology for Economic and Clinical Health Act ("HITECH").
1.7 "Licensed Professional" means an attorney licensed to practice law in
the applicable jurisdiction, a physician or other licensed healthcare
provider, or another duly licensed professional, as appropriate to the
context in which the AI-Generated Output is being used or relied upon.
1.8 "Subprocessor" means any third-party service provider that processes
data on behalf of the Company or the Licensee in connection with the
Software's functionality, including cloud-based AI model providers.
2. LICENSE GRANT
2.1 Demo License. Subject to the terms of this Agreement, the Company
grants you a non-exclusive, non-transferable, revocable license to
install and use the Software for evaluation purposes for a period of
fourteen (14) calendar days from the date of first installation. The
Demo License permits unlimited case processing during the evaluation
period.
2.2 Pro License. Subject to the terms of this Agreement and upon
activation with a valid License Key, the Company grants you a non-
exclusive, non-transferable, perpetual license to install and use the
Software on the number of systems specified in your purchase order,
solely for your internal business operations. This license remains
valid for as long as the License Key remains active and in good
standing.
2.3 Scope. All licenses granted hereunder are limited to the Licensee's
internal business use. The Software is licensed, not sold.
3. RESTRICTIONS
You shall NOT:
3.1 Copy, reproduce, or duplicate the Software or any portion thereof,
except for a single archival backup copy;
3.2 Distribute, sublicense, lease, rent, lend, sell, resell, or otherwise
transfer the Software or any rights therein to any third party;
3.3 Reverse engineer, decompile, disassemble, or otherwise attempt to
derive the source code, underlying algorithms, or structure of the
Software;
3.4 Modify, adapt, translate, or create derivative works based on the
Software;
3.5 Remove, alter, or obscure any proprietary notices, labels, or marks
on the Software;
3.6 Use a Demo License for any production, commercial, or client-facing
purposes; Demo Licenses are strictly for internal evaluation only;
3.7 Circumvent or attempt to circumvent any license enforcement mechanisms,
including but not limited to license key validation, demo time limits,
case count restrictions, or feature gating;
3.8 Use the Software in any manner that violates applicable federal, state,
or local laws and regulations, including but not limited to healthcare
privacy regulations;
3.9 Use AI-Generated Output without independent verification by a Licensed
Professional as required under Section 8 of this Agreement;
3.10 Represent or imply that AI-Generated Output constitutes professional
legal advice, medical advice, or the opinion of a Licensed
Professional, unless such output has been independently reviewed,
verified, and adopted by a Licensed Professional.
4. INTELLECTUAL PROPERTY OWNERSHIP
4.1 The Software, including all copies, modifications, enhancements, and
derivative works, and all intellectual property rights therein,
including but not limited to patents, copyrights, trademarks, and
trade secrets, are and shall remain the sole and exclusive property
of Productivity AI, LLC.
4.2 This Agreement does not convey to you any interest in or to the
Software, but only a limited right of use revocable in accordance
with the terms of this Agreement.
4.3 All rights not expressly granted herein are reserved by the Company.
5. TRADE SECRETS AND CONFIDENTIALITY
5.1 The Licensee acknowledges that the Software contains valuable trade
secrets and proprietary information of the Company, including but not
limited to source code, algorithms, data structures, prompt
engineering techniques, document processing methods, and system
architecture.
5.2 The Licensee agrees to hold the Software in strict confidence and to
take all reasonable precautions to protect the confidentiality of the
Software, using at least the same degree of care it uses to protect
its own confidential information, but in no event less than reasonable
care.
5.3 The Licensee shall not disclose, publish, or otherwise disseminate
source code, configuration details, or technical implementation
specifics of the Software to any third party without the prior
written consent of the Company.
5.4 The Licensee shall restrict access to the Software to those Authorized
Users who have a need to know and who are bound by confidentiality
obligations no less protective than those set forth herein.
5.5 The obligations of confidentiality under this Section shall survive
termination or expiration of this Agreement.
6. DEMO LICENSE LIMITATIONS
6.1 Time Limit. The Demo License expires fourteen (14) calendar days after
first installation. Upon expiration, the Software will cease to
function and Licensee must either purchase a Pro License or
uninstall the Software.
6.2 Case Processing. The Demo License permits unlimited case processing
during the fourteen (14) day evaluation period. Upon expiration,
no additional cases may be processed.
6.3 Watermarked Output. All documents and outputs generated under a Demo
License will include a visible watermark indicating that they were
produced by a demo version of the Software. Watermarked outputs must
not be used for production or client-facing purposes.
6.4 Feature Access. The Demo License provides access to the full feature
set of the Software, including Pro-tier features, solely for the
purpose of evaluation. Access to all features terminates upon
expiration of the Demo License evaluation period.
6.5 No Production Use. The Demo License is provided solely for the purpose
of evaluating the Software. Any use of the Demo License in a
production environment, or for processing actual client cases for
commercial purposes, is strictly prohibited.
7. ARTIFICIAL INTELLIGENCE DISCLAIMER AND LIMITATIONS
7.1 Nature of AI-Generated Output. The Software utilizes artificial
intelligence and machine learning technologies, including third-party
large language models, to analyze medical records and generate
summaries, chronologies, demand packages, case valuations, and other
outputs. THE LICENSEE ACKNOWLEDGES AND AGREES THAT AI-GENERATED
OUTPUT MAY CONTAIN ERRORS, OMISSIONS, INACCURACIES, HALLUCINATIONS,
OR MISINTERPRETATIONS OF SOURCE MATERIALS. The Company does not
guarantee and expressly disclaims any warranty regarding the accuracy,
completeness, reliability, or correctness of any AI-Generated Output.
7.2 Decision-Support Tool Only. The Software is a decision-support tool
designed to assist Licensed Professionals in their work. THE SOFTWARE
IS NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL JUDGMENT, LEGAL ANALYSIS,
OR THE INDEPENDENT EXERCISE OF PROFESSIONAL SKILL AND CARE. The
Licensee shall not use AI-Generated Output as the sole or primary
basis for any medical decision, legal strategy, filing, or
professional opinion.
7.3 No Professional Relationship. Use of the Software does not create an
attorney-client relationship, doctor-patient relationship, or any
other professional, fiduciary, or advisory relationship between the
Licensee (or any end user) and Productivity AI, LLC, its officers,
directors, employees, agents, or affiliates. The Company does not
provide legal advice, medical advice, or any form of professional
consultation through the Software or otherwise.
7.4 AI Technology Limitations. The Licensee acknowledges that:
(a) AI and machine learning models are probabilistic in nature and may
produce different outputs from the same inputs on different
occasions;
(b) AI models may misinterpret handwritten text, poor-quality scans,
faxes, or documents with non-standard formatting;
(c) AI models may fail to identify or may incorrectly characterize
diagnoses, treatments, causation, or other medically or legally
significant information;
(d) AI models may generate plausible-sounding but factually incorrect
statements (commonly referred to as "hallucinations");
(e) AI models have inherent limitations in understanding context,
nuance, and the full scope of medical or legal significance of
the records being analyzed; and
(f) Changes to third-party AI model providers, versions, or
configurations may affect the quality, consistency, or character
of AI-Generated Output without prior notice.
7.5 Licensee Assumption of Risk. The Licensee assumes all risk associated
with the use of, or reliance on, AI-Generated Output. The Company
shall not be liable for any damages, losses, claims, or liabilities
arising from or related to the Licensee's use of or reliance on
AI-Generated Output, including but not limited to damages arising
from errors, omissions, or inaccuracies in such output.
8. HUMAN VERIFICATION REQUIREMENT
8.1 Mandatory Professional Review. THE LICENSEE ACKNOWLEDGES AND AGREES
THAT ALL AI-GENERATED OUTPUT MUST BE INDEPENDENTLY REVIEWED AND
VERIFIED BY A LICENSED PROFESSIONAL BEFORE BEING USED IN, SUBMITTED
TO, OR RELIED UPON IN CONNECTION WITH ANY LEGAL PROCEEDING, MEDICAL
DECISION, INSURANCE CLAIM, REGULATORY FILING, OFFICIAL DOCUMENT,
CLIENT COMMUNICATION, OR ANY OTHER CONSEQUENTIAL PURPOSE.
8.2 Verification Obligation. The Licensee shall implement and maintain
internal policies and procedures to ensure that no AI-Generated
Output is used in any legal, medical, or professional context without
first being reviewed, verified, and approved by a Licensed
Professional with relevant expertise and competence in the subject
matter of the output.
8.3 Source Document Comparison. Verification of AI-Generated Output must
include comparison against the original source medical records and
documents to confirm the accuracy, completeness, and faithfulness of
the output to the underlying source materials.
8.4 Licensee Sole Responsibility. The Licensee is solely responsible for
ensuring that adequate human review is performed. The Company shall
have no liability for any failure by the Licensee to conduct the
verification required under this Section.
8.5 No Waiver of Verification. No feature, functionality, confidence
score, quality indicator, or other element of the Software shall be
construed as a waiver of or substitute for the human verification
requirement set forth in this Section. Even where the Software
indicates high confidence in its output, independent professional
verification remains mandatory.
9. HIPAA COMPLIANCE AND PROTECTED HEALTH INFORMATION
9.1 The Software includes features designed to support compliance with the
Health Insurance Portability and Accountability Act of 1996 ("HIPAA"),
the Health Information Technology for Economic and Clinical Health Act
("HITECH"), and their implementing regulations, including access
controls, audit logging, encryption at rest, and local data
processing capabilities.
9.2 The Software's cloud AI integration operates exclusively under
one of two configurations: (i) Bring-Your-Own-AWS
("BYO-AWS") mode, in which all cloud AI inference is routed
through the Licensee's own AWS Bedrock account credentials
and is governed by the Business Associate Agreement between the
Licensee and AWS; or (ii) Local-Only mode, in which all AI
inference runs on the Licensee's own infrastructure using
locally-hosted AI models (e.g., Ollama) and no Protected Health
Information ("PHI") is transmitted to any cloud service.
Under both configurations, the Company does not create, receive,
maintain, or transmit PHI on the Licensee's behalf, is not
a Business Associate of the Licensee, and does not offer a
Business Associate Agreement. The Company does not operate a
cloud AI endpoint that receives Licensee PHI. If the Company
offers such an endpoint in the future, a separate Business
Associate Agreement will be made available and required prior
to any PHI transmission through it.
9.3 Licensee Sole Responsibility. THE LICENSEE IS SOLELY RESPONSIBLE FOR
COMPLIANCE WITH HIPAA, HITECH, AND ALL APPLICABLE FEDERAL, STATE, AND
LOCAL PRIVACY AND SECURITY LAWS AND REGULATIONS WHEN USING THE
SOFTWARE TO PROCESS, STORE, TRANSMIT, OR OTHERWISE HANDLE PROTECTED
HEALTH INFORMATION. This includes, but is not limited to:
(a) Implementing appropriate administrative, physical, and technical
safeguards as required under the HIPAA Security Rule;
(b) Conducting and documenting risk assessments related to the use of
the Software in connection with PHI;
(c) Ensuring that all Authorized Users receive appropriate HIPAA
training;
(d) Maintaining appropriate Business Associate Agreements with any
third-party cloud AI service providers accessed through the
Software (including but not limited to Amazon Web Services,
Anthropic, and any other AI model provider configured by the
Licensee);
(e) Configuring the Software's privacy and security settings in
accordance with applicable regulations and the Licensee's own
compliance requirements; and
(f) Complying with breach notification requirements under HIPAA,
HITECH, and applicable state laws in the event of any unauthorized
access to or disclosure of PHI.
9.4 The Licensee acknowledges that compliance with HIPAA, HITECH, and
related regulations requires a comprehensive organizational program
beyond the scope of any single software product. The Company makes no
representation or warranty that use of the Software will, by itself,
ensure HIPAA compliance or compliance with any other privacy or
security regulation.
9.5 State Privacy Laws. In addition to HIPAA and HITECH, the Licensee is
solely responsible for compliance with all applicable state health
information privacy laws, including but not limited to state breach
notification statutes, state medical records confidentiality laws, and
any state laws imposing requirements more stringent than HIPAA.
10. DATA PRIVACY AND PROCESSING
10.1 Local Processing. The Software is designed to process data locally on
the Licensee's systems. Medical records and case files are stored and
processed on the machine(s) where the Software is installed.
10.2 Cloud AI Services. The Software integrates with third-party cloud-based
AI services for document analysis and natural language processing.
The default cloud backend is Amazon Web Services ("AWS") Bedrock,
which is covered by the AWS Business Associate Agreement ("BAA") for
HIPAA-eligible workloads. Data transmitted to these services is
governed by the respective terms of service and privacy policies of
those third-party providers. The Licensee may alternatively configure
the Software to use locally-hosted AI models (e.g., Ollama) for
fully air-gapped processing where no data leaves the Licensee's
machine.
10.3 Licensee Responsibility. The Licensee is responsible for reviewing and
accepting the terms of any third-party services used in conjunction
with the Software. The Licensee is responsible for ensuring that any
data transmitted to cloud services complies with applicable privacy
regulations and the Licensee's own data governance policies.
10.4 The Company does not collect, store, or have access to any medical
records, case data, or PHI processed by the Software on the
Licensee's systems.
10.5 Subprocessors. The Software's default cloud AI backend is Amazon Web
Services ("AWS") Bedrock. AWS acts as a Subprocessor when the
Software transmits data to Bedrock for AI model inference. The
Licensee acknowledges that:
(a) AWS Bedrock is a HIPAA-eligible service covered by the AWS
Business Associate Agreement ("BAA"). In BYO-AWS-Bedrock mode
(the default), the Software transmits data to Bedrock using
the Licensee's own AWS account credentials; the Licensee is
the AWS customer of record and the AWS BAA runs between the
Licensee and AWS. The Company is not in the data path for
Bedrock inference calls and is not a Business Associate of
the Licensee;
(b) Data transmitted to AWS Bedrock for inference is not stored by
AWS after processing and is not used by AWS or the model
providers to train or improve AI models;
(c) The Company may update the list of Subprocessors from time to
time. A current list of Subprocessors is available at
https://aiproductivity.dev/subprocessors or upon request; and
(d) If the Licensee configures the Software to use locally-hosted
AI models (e.g., Ollama), no data is transmitted to any
Subprocessor and no BAA is required for such processing.
10.6 Data Security Measures. The Software incorporates the following
security measures for data processed locally:
(a) Authenticated Encryption at Rest. All files stored in the local
vault, including summaries and audit logs, are encrypted using
Fernet authenticated encryption (AES-128-CBC for confidentiality
plus HMAC-SHA256 for integrity verification). Encryption keys
are derived per-installation and stored in the operating
system's credential store (Windows Credential Manager / macOS
Keychain), with PBKDF2-SHA256 fallback derivation tied to
machine-specific identifiers.
(b) Cloud AI Processing of PHI. Where the Software is configured to
transmit data to a cloud AI service for extraction, summarization,
chronology construction, demand letter generation, valuation,
deposition outlining, in-Software chat, or any other analysis
feature, Protected Health Information is transmitted in its
original (non-de-identified) form to the cloud AI provider
configured by the Licensee, under the Business Associate
Agreement between the Licensee and that provider (as described
in Section 9.2). The Software does NOT apply pre-transmission
de-identification to PHI sent to the primary extraction,
summarization, or analysis models. Authentic PHI is required
for the Software to produce accurate medical chronologies,
citations, and clinical findings. The Licensee is responsible
for ensuring an appropriate BAA is in place with the relevant
cloud AI provider before transmitting PHI through the Software.
(c) Cross-Model Verification and Summary Compression
Post-Processing. The Software includes an OPTIONAL cross-model
verification step in which a secondary AI model family
reviews generated outputs against the original source text
for accuracy and completeness. Where this step is enabled by
the Licensee, the Software may additionally transmit the
generated summary (which contains original PHI carried
through from the primary model output) to the same secondary
AI model family for length compression. Both steps are
governed by the same Business Associate Agreement described
in Section 10.6(b), and both are best-effort processes that
do not guarantee accuracy, completeness, or detection of
errors or hallucinations. The Licensee's obligation to
independently verify all AI-Generated Output is not reduced
or satisfied by either step.
(d) File Integrity and Tamper Detection. The Software uses
HMAC-SHA256 signatures to verify the integrity of installation
files and audit logs, ensuring tamper-evident operation.
11. DISCLAIMER OF WARRANTIES
11.1 General Disclaimer. THE SOFTWARE IS PROVIDED "AS IS" AND "AS
AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND
NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE SOFTWARE
WILL MEET YOUR REQUIREMENTS, THAT OPERATION OF THE SOFTWARE WILL BE
UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE
CORRECTED.
11.2 No Warranty of Accuracy. THE COMPANY MAKES NO WARRANTY, EXPRESS OR
IMPLIED, REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, OR
CORRECTNESS OF ANY AI-GENERATED OUTPUT, INCLUDING BUT NOT LIMITED TO
MEDICAL RECORD SUMMARIES, CHRONOLOGIES, DEMAND PACKAGES, CASE
VALUATIONS, DEPOSITION OUTLINES, OR ANY OTHER DOCUMENTS OR ANALYSES
PRODUCED BY THE SOFTWARE. THE SOFTWARE IS PROVIDED WITH NO WARRANTY
OF ACCURACY, COMPLETENESS, OR FITNESS FOR ANY PARTICULAR MEDICAL OR
LEGAL PURPOSE.
11.3 No Warranty of Compliance. THE COMPANY DOES NOT WARRANT THAT THE
SOFTWARE COMPLIES WITH HIPAA, HITECH, OR ANY OTHER FEDERAL, STATE,
OR LOCAL LAW OR REGULATION. THE LICENSEE IS SOLELY RESPONSIBLE FOR
DETERMINING WHETHER THE SOFTWARE IS SUITABLE FOR ITS INTENDED USE AND
FOR ENSURING COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS.
11.4 Third-Party Services. THE COMPANY MAKES NO WARRANTY REGARDING THE
AVAILABILITY, PERFORMANCE, ACCURACY, OR RELIABILITY OF ANY
THIRD-PARTY AI MODEL, CLOUD SERVICE, OR OTHER EXTERNAL DEPENDENCY
UTILIZED BY THE SOFTWARE. CHANGES TO THIRD-PARTY SERVICES MAY AFFECT
THE FUNCTIONALITY OR OUTPUT QUALITY OF THE SOFTWARE WITHOUT PRIOR
NOTICE.
12. LIMITATION OF LIABILITY
12.1 Exclusion of Consequential Damages. IN NO EVENT SHALL THE COMPANY, ITS
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR
ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE
DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS,
LOSS OF DATA, LOSS OF REVENUE, LOSS OF GOODWILL, BUSINESS
INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR COST OF PROCUREMENT
OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH
THE USE OF OR INABILITY TO USE THE SOFTWARE OR ANY AI-GENERATED
OUTPUT, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.
12.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE
TOTAL CUMULATIVE LIABILITY OF PRODUCTIVITY AI, LLC, ITS OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES, UNDER THIS AGREEMENT
OR ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE, WHETHER IN
CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER
LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE LESSER OF:
(A) ONE THOUSAND DOLLARS ($1,000.00); OR
(B) THE TOTAL FEES ACTUALLY PAID BY THE LICENSEE TO THE COMPANY FOR
THE SOFTWARE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING
THE EVENT GIVING RISE TO THE CLAIM.
12.2A Exceptions to Liability Cap; Super-Cap. The limitations in Section
12.2 shall not apply to, and no cap shall limit, the Company's
liability arising from: (a) the Company's fraud, willful
misconduct, or intentional violation of law; or (b) liabilities
that, as a matter of applicable law, cannot be limited or
excluded. For the Company's express indemnification obligations
under Section 13.4 (Company IP Infringement Indemnity) and the
Company's breach of confidentiality obligations expressly set
forth in a signed, written non-disclosure agreement or Business
Associate Agreement between the parties, the Company's aggregate
liability shall be capped at the greater of (i) two (2) times the
fees actually paid by the Licensee to the Company for the
Software during the twelve (12) months immediately preceding the
event giving rise to the claim, or (ii) ten thousand dollars
($10,000.00) (the "Super-Cap"). Nothing in this Agreement limits
or excludes any liability that cannot be limited or excluded as a
matter of law.
12.3 Application. THE FOREGOING LIMITATIONS AND EXCLUSIONS SHALL APPLY TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF WHETHER
ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE, AND SHALL APPLY TO ALL
CLAIMS IN THE AGGREGATE, INCLUDING BUT NOT LIMITED TO CLAIMS ARISING
FROM OR RELATED TO:
(a) Errors, omissions, or inaccuracies in AI-Generated Output;
(b) Reliance on AI-Generated Output in legal proceedings, medical
decisions, or other professional contexts;
(c) Failure of the cross-model verification step or the summary
compression post-processing step described in Section 10.6(c);
(d) Loss, corruption, or unauthorized disclosure of data processed by
the Software;
(e) Interruption or unavailability of the Software or any third-party
services on which the Software depends; and
(f) Any claim by a third party arising from the Licensee's use of
the Software or AI-Generated Output.
12.4 Essential Basis of the Bargain. The Licensee acknowledges that the
Company has set its fees and entered into this Agreement in reliance
upon the limitations of liability and the disclaimers of warranties
set forth herein, and that such provisions form an essential basis of
the bargain between the parties. The limitations and exclusions in
this Section shall apply even if the Licensee's remedies under this
Agreement fail of their essential purpose.
13. INDEMNIFICATION
13.1 Licensee Indemnification. The Licensee agrees to indemnify, defend, and
hold harmless Productivity AI, LLC, and its officers, directors,
employees, agents, affiliates, successors, and assigns (collectively,
the "Indemnified Parties") from and against any and all third-party
claims, demands, actions, suits, proceedings, losses, damages,
liabilities, judgments, settlements, penalties, fines, costs, and
expenses (including reasonable attorneys' fees and court costs)
arising out of or in connection with:
(a) The Licensee's use of or reliance on AI-Generated Output,
including but not limited to claims of malpractice, negligence,
professional liability, or errors and omissions;
(b) The Licensee's failure to comply with the human verification
requirement set forth in Section 8;
(c) The Licensee's failure to comply with HIPAA, HITECH, or any
other applicable privacy or security law or regulation in
connection with the Licensee's use of the Software;
(d) Any unauthorized access to, disclosure of, or breach involving
Protected Health Information processed by the Software on the
Licensee's systems;
(e) The Licensee's breach of any term or condition of this Agreement;
(f) The Licensee's violation of any applicable law, regulation, or
third-party right in connection with the use of the Software; and
(g) Any claim that the Licensee's use of AI-Generated Output in legal
proceedings, medical decisions, insurance claims, or other
professional contexts caused harm to a third party.
13.2 Indemnification Procedure. The Indemnified Parties shall provide the
Licensee with prompt written notice of any claim for which
indemnification is sought. The Licensee shall have the right to
control the defense of such claim, provided that the Licensee shall
not settle any claim without the prior written consent of the
applicable Indemnified Party if such settlement would impose any
obligation or liability on the Indemnified Party. The Indemnified
Parties shall cooperate, at the Licensee's expense, in the defense of
any such claim.
13.3 Survival. The obligations of the Licensee under this Section 13 shall
survive termination or expiration of this Agreement.
13.4 Company IP Infringement Indemnity. Subject to the limitations set
forth in Section 12 (including the Super-Cap in Section 12.2A),
the Company shall defend the Licensee against any third-party
claim alleging that the Software, as delivered by the Company and
used by the Licensee strictly in accordance with this Agreement
and the Company's published documentation, infringes a valid
United States patent, registered copyright, or registered
trademark of such third party, and shall indemnify the Licensee
against amounts finally awarded by a court of competent
jurisdiction against the Licensee, or agreed in a written
settlement signed by the Company, on account of such claim. The
foregoing indemnity does NOT apply to, and the Licensee shall
defend and indemnify the Company (subject to Section 13.1) for,
any claim arising from or related to: (a) any modification,
customization, or derivative work of the Software not made or
expressly authorized in writing by the Company; (b) the
combination, operation, or use of the Software with any products,
services, hardware, software, data, or other materials not
provided by the Company, where the claim would not have arisen
but for such combination, operation, or use; (c) use of the
Software other than in accordance with this Agreement or the
Company's published documentation; (d) any AI-Generated Output,
prompts, case materials, medical records, or other content or
data input into, submitted to, or produced by the Software by or
on behalf of the Licensee; (e) use of any version of the Software
other than the most current version made generally available by
the Company, where use of the current version would have avoided
the claim; (f) the Company's compliance with the Licensee's
specific designs, specifications, or instructions; or (g) any
claim that is based on open-source or third-party components of
the Software that are governed by their own separate license
terms. If the Software becomes, or in the Company's reasonable
opinion is likely to become, the subject of an infringement
claim, the Company may, at its sole option and expense: (i)
procure for the Licensee the right to continue using the
Software; (ii) modify or replace the Software so that it is
non-infringing while materially preserving its functionality; or
(iii) terminate the license for the affected portion of the
Software upon written notice and refund a pro-rata portion of any
prepaid, unused fees attributable to the terminated portion.
THIS SECTION 13.4 STATES THE COMPANY'S SOLE AND EXCLUSIVE
LIABILITY, AND THE LICENSEE'S SOLE AND EXCLUSIVE REMEDY, FOR ANY
CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT BY THE SOFTWARE.
13.5 Indemnity Conditions. As a condition to either party's
indemnification obligations under this Section 13, the party
seeking indemnification shall: (a) provide prompt written notice
of the claim (provided that any delay in notice shall relieve the
indemnifying party of its obligations only to the extent
materially prejudiced thereby); (b) grant the indemnifying party
sole control of the defense and settlement of the claim (provided
that no settlement imposing non-monetary obligations on the
indemnified party may be entered into without the indemnified
party's prior written consent, not to be unreasonably withheld);
and (c) provide reasonable cooperation at the indemnifying
party's expense.
14. NO PROFESSIONAL RELATIONSHIP
14.1 No Attorney-Client Relationship. Use of the Software does not create,
and shall not be construed to create, an attorney-client relationship
between the Licensee (or any of its users, clients, or other persons)
and Productivity AI, LLC or any of its officers, directors, employees,
agents, or affiliates.
14.2 No Doctor-Patient Relationship. Use of the Software does not create,
and shall not be construed to create, a doctor-patient relationship,
therapist-patient relationship, or any other healthcare provider-
patient relationship between the Licensee (or any of its users,
clients, patients, or other persons) and Productivity AI, LLC or any
of its officers, directors, employees, agents, or affiliates.
14.3 No Advisory Relationship. Use of the Software does not create, and
shall not be construed to create, any fiduciary, advisory, consulting,
or other professional relationship between the Licensee (or any of its
users, clients, or other persons) and Productivity AI, LLC or any of
its officers, directors, employees, agents, or affiliates. The Company
is a technology provider, not a legal, medical, or professional
services firm.
14.4 Licensee Professional Obligations. The Licensee acknowledges that its
professional obligations (including duties of competence, diligence,
and confidentiality owed to its clients) are not diminished or altered
by the use of the Software. The Licensee remains solely responsible
for the exercise of professional judgment in all matters.
14.5 Licensee Representations and Warranties. The Licensee represents
and warrants, as of the Effective Date and continuously throughout
the term of this Agreement, that:
(a) Authority. The individual accepting this Agreement has full
legal right, power, and authority to enter into and bind the
Licensee entity (if any) to this Agreement;
(b) Licensed Professional Use. Each Authorized User who relies
upon any AI-Generated Output for legal work is a duly licensed
attorney in good standing in the applicable jurisdiction(s),
or is a non-lawyer (e.g., paralegal, legal assistant) working
under the direct supervision of such a licensed attorney in
accordance with applicable rules of professional conduct;
(c) No Consumer or Pro Se Use. The Licensee shall not distribute,
sublicense, or otherwise provide access to the Software, or
any AI-Generated Output, to any pro se litigant, unrepresented
consumer, or other end user who is not represented by, or
employed by, a Licensed Professional;
(d) Patient and Client Consents. The Licensee has obtained, and
will maintain throughout the term of this Agreement, all
authorizations, consents, and permissions required under
HIPAA, HITECH, applicable state medical privacy laws,
applicable rules of professional conduct, and applicable
client engagement agreements to process, transmit, and
analyze PHI and client materials through the Software,
including through any cloud-based Subprocessors;
(e) Rules of Professional Conduct. The Licensee's use of the
Software shall at all times comply with the applicable rules
of professional conduct governing its practice, including but
not limited to principles analogous to ABA Model Rules 1.1
(competence, including the duty of technological competence
reflected in Comment 8), 1.6 (confidentiality of information),
3.3 (candor toward tribunals), 5.3 (responsibilities regarding
non-lawyer assistance), and applicable state-bar analogs,
including any required disclosure of AI assistance in court
filings;
(f) Sanctions and Export Compliance. Neither the Licensee, nor
any Authorized User, nor any entity or individual controlling,
controlled by, or under common control with the Licensee, is
(i) identified on the U.S. Department of the Treasury's Office
of Foreign Assets Control ("OFAC") list of Specially
Designated Nationals and Blocked Persons or any other U.S.
government list of restricted or sanctioned parties, or
(ii) located, organized, or resident in any country or
territory that is the subject of comprehensive U.S. sanctions;
(g) No Use in High-Risk Settings. The Licensee shall not use the
Software, and shall not permit use of the Software, as the
sole or primary basis for any emergency medical decision,
life-critical clinical decision, automated adjudication of
insurance or benefits claims without human review, or any
other context in which a failure of the Software could result
in death, serious bodily injury, or the deprivation of a
legally protected right without meaningful human intervention;
and
(h) Acceptance of EULA. The Licensee's acceptance of this
Agreement (whether by clickwrap, installation, activation, or
continued use of the Software) is deemed a validly executed
acceptance by an authorized representative of the Licensee,
and the Licensee waives any defense based on the electronic
or clickwrap nature of such acceptance.
Breach of any representation or warranty in this Section 14.5 is
a material breach of this Agreement and, without limitation,
entitles the Company to terminate this Agreement immediately
pursuant to Section 16 and to pursue all remedies under Section
13.1 (Licensee Indemnification).
15. DEMO LICENSE TERMINATION
15.1 Automatic Expiration. The Demo License shall automatically expire
and terminate fourteen (14) calendar days after first installation.
16. TERMINATION
16.1 Termination for Breach. The Company may terminate this Agreement
immediately upon written notice if the Licensee breaches any term or
condition of this Agreement, including but not limited to failure to
comply with the restrictions in Section 3, the human verification
requirement in Section 8, or the HIPAA compliance obligations in
Section 9.
16.2 Termination for Violation. The Company reserves the right to
immediately terminate this Agreement and revoke the License Key if
the Licensee is found to have violated the restrictions set forth in
Section 3, including but not limited to unauthorized redistribution,
reverse engineering, or circumvention of license enforcement
mechanisms.
16.3 Effect of Termination. Upon termination or expiration of this
Agreement, the Licensee shall immediately cease all use of the
Software, uninstall and destroy all copies of the Software in its
possession or control, and, upon request, certify in writing to the
Company that such actions have been taken.
16.4 Survival. Sections 4, 5, 7, 8, 9, 11, 12, 13, 14, 17, and 18 shall
survive termination or expiration of this Agreement.
17. GOVERNING LAW AND DISPUTE RESOLUTION
17.1 This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Virginia, United States of America,
without regard to its conflict of law principles.
17.2 ALL DISPUTES, CLAIMS, OR CONTROVERSIES ARISING OUT OF OR RELATING TO
THIS AGREEMENT SHALL BE RESOLVED EXCLUSIVELY BY BINDING ARBITRATION
ADMINISTERED IN FAIRFAX COUNTY, VIRGINIA, IN ACCORDANCE WITH SECTION
G OF THE CRITICAL LIABILITY NOTICE ABOVE. TO THE EXTENT ANY MATTER
REQUIRES JUDICIAL RESOLUTION (E.G., INJUNCTIVE RELIEF OR ENFORCEMENT
OF AN ARBITRATION AWARD), THE PARTIES CONSENT TO THE EXCLUSIVE
JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN FAIRFAX
COUNTY, VIRGINIA.
17.3 The prevailing party in any legal action or proceeding arising out of
this Agreement shall be entitled to recover its reasonable attorneys'
fees and costs.
17.4 Time Limit on Claims. ANY CLAIM, DEMAND, OR CAUSE OF ACTION ARISING
OUT OF OR RELATING TO THIS AGREEMENT, THE SOFTWARE, OR ANY
AI-GENERATED OUTPUT MUST BE COMMENCED IN ARBITRATION (OR, WHERE
JUDICIAL RESOLUTION IS PERMITTED UNDER SECTION 17.2, IN A COURT
OF COMPETENT JURISDICTION) WITHIN ONE (1) YEAR AFTER THE CAUSE OF
ACTION ACCRUES, OR SUCH CLAIM SHALL BE PERMANENTLY BARRED. This
Section 17.4 does not apply to, and shall not shorten any
limitations period for: (a) claims that, as a matter of applicable
law, cannot be contractually shortened; (b) the Company's
enforcement of its intellectual property rights, confidentiality
obligations owed to it, or license-compliance and anti-piracy
provisions of this Agreement; or (c) claims arising under the
HIPAA Privacy or Security Rules, HITECH, or applicable state
medical privacy statutes, for which the statutory limitations
period shall apply.
17.5 Delegation of Arbitrability. The parties agree that the
arbitrator, and not any federal, state, or local court or agency,
shall have exclusive authority to resolve any dispute relating to
the interpretation, applicability, enforceability, or formation of
the arbitration provisions in Section G of the Critical Liability
Notice and this Section 17, including any claim that all or any
part of such provisions are void or voidable. Notwithstanding the
foregoing, a court of competent jurisdiction in or serving the
City of Falls Church, Virginia shall have authority to determine the enforceability of
the class-action and class-arbitration waiver set forth in Section
G, and such waiver shall be severable from, and shall survive
independently of, the remainder of the arbitration agreement.
18. GENERAL PROVISIONS
18.1 Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and
supersedes all prior and contemporaneous understandings, agreements,
representations, and warranties, both written and oral, with respect
to such subject matter.
18.2 Amendment. This Agreement may not be modified or amended except by a
written instrument signed by both parties.
18.3 Severability. If any provision of this Agreement is held to be invalid,
illegal, or unenforceable, the remaining provisions shall continue in
full force and effect.
18.4 Waiver. The failure of either party to enforce any right or provision
of this Agreement shall not constitute a waiver of such right or
provision.
18.5 Assignment. The Licensee may not assign or transfer this Agreement or
any rights or obligations hereunder without the prior written consent
of the Company. The Company may assign this Agreement without
restriction.
18.6 Notices. All notices under this Agreement shall be in writing and shall
be deemed given when delivered personally, sent by confirmed email,
or sent by certified mail, return receipt requested, to the addresses
specified in the purchase order or registration.
18.7 Export Compliance. The Licensee shall comply with all applicable export
control laws and regulations in connection with the Software.
18.8 Force Majeure. Neither party shall be liable for any delay or failure
in performance resulting from causes beyond its reasonable control,
including but not limited to acts of God, natural disasters,
pandemics, war, terrorism, government actions, power failures,
internet or telecommunications failures, or failures of third-party
AI service providers.
18.9 Headings. The section headings in this Agreement are for convenience
only and shall not affect the interpretation of this Agreement.
18.10 Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original and all of which together shall
constitute one and the same instrument.
18.11 No Third-Party Beneficiaries. This Agreement is entered into for
the sole and exclusive benefit of the Company and the Licensee
and their respective permitted successors and assigns. Nothing
in this Agreement, express or implied, is intended to or shall
be construed to confer upon any other person or entity -
including, without limitation, the Licensee's clients, patients,
adverse parties, opposing counsel, insurers, courts, or any
other third party - any legal or equitable right, claim,
benefit, or remedy of any nature whatsoever under or by reason
of this Agreement. No such third party is a beneficiary of, or
has standing to enforce, any provision of this Agreement.
18.12 No Reliance; Integration. The Licensee acknowledges and agrees
that, in entering into this Agreement, it has not relied upon
any representation, warranty, promise, forecast, estimate,
projection, opinion, performance benchmark, accuracy metric, or
other statement of the Company or any of its officers,
directors, employees, agents, resellers, or representatives,
whether oral or written, that is not expressly set forth in this
Agreement. Without limiting the foregoing, the Licensee
acknowledges that any statements made in marketing materials,
sales presentations, product demonstrations, website content,
blog posts, social media, case studies, battle cards,
comparison charts, analyst reports, or other sales or marketing
communications (collectively, "Marketing Materials") are for
general informational purposes only, do not form part of this
Agreement, and do not constitute representations, warranties,
guarantees, or covenants of the Company. The Licensee expressly
disclaims any reliance on any Marketing Materials and waives,
to the maximum extent permitted by law, any claim for
fraudulent inducement, negligent misrepresentation, or similar
theory based on any statement not expressly set forth in this
Agreement.
18.13 Updates to EULA. The Company may update this Agreement from
time to time to reflect changes in law, Subprocessors,
Software functionality, or the Company's business practices.
Updated versions will be made available at
https://aiproductivity.dev/eula and bundled with subsequent
Software releases. Continued use of the Software after the
effective date of an updated version constitutes acceptance of
the updated Agreement; provided that material adverse changes
to the Licensee's rights shall not apply retroactively to
conduct occurring before the update.
Copyright (c) 2026 Productivity AI, LLC d/b/a MedRecords AI. All rights reserved.
MedRecords AI is a trademark of Productivity AI, LLC.