Terms of Service

1 Acceptance of Terms

By installing, accessing, or using the MedRecords AI software, website, or any related services (collectively, the "Services") provided by Productivity AI, LLC ("Provider," "we," "us," or "our"), you ("Customer," "you," or "your") acknowledge that you have read, understood, and agree to be bound by these Terms of Service ("Terms").

If you are accepting these Terms on behalf of a company, law firm, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms. If you do not agree to these Terms, do not install, access, or use the Services.

Provider may update these Terms from time to time. For material changes, Provider shall provide Customer with at least thirty (30) days' prior written notice via email to the address associated with Customer's account. Non-material changes (such as formatting corrections, updated contact information, or clarifications that do not alter Customer's rights or obligations) may be made by posting revised Terms to the website. If Customer does not agree to a material change, Customer may terminate these Terms by providing written notice within the thirty (30) day notice period. Customer's continued use of the Services after the effective date of a material change constitutes acceptance of the revised Terms.

2 License Grant

The MedRecords AI software is licensed, not sold, to you under the terms of the End User License Agreement (EULA v4.0), available at https://aiproductivity.dev/eula.html. The EULA governs your rights and obligations with respect to the installed software, including all modules, components, updates, and associated documentation.

These Terms of Service govern your use of the MedRecords AI website, online services, cloud-based features, and any other services provided by Provider that are not expressly covered by the EULA. In the event of a conflict between these Terms and the EULA with respect to the installed software, the EULA shall control. In the event of a conflict with respect to the website or online services, these Terms shall control.

No rights are granted to you other than as expressly set forth in these Terms and the EULA. All rights not expressly granted are reserved by Provider.

3 Account Responsibilities

You are responsible for maintaining the security and confidentiality of your account and all activities that occur under your account. Specifically, you agree to:

• Maintain the confidentiality of all login credentials, including usernames, passwords, and API keys associated with your MedRecords AI account.
• Configure and enable Time-Based One-Time Password (TOTP) two-factor authentication if desired, and safeguard all recovery codes and authentication devices.
• Ensure that only authorized personnel within your organization access the MedRecords AI system, and promptly revoke access for any individual who is no longer authorized.
• Accept responsibility for all activities conducted under your account, whether or not authorized by you, including any data submitted, processed, or transmitted through the Services.

You must notify Provider immediately at dan.direnfeld@aiproductivity.dev if you become aware of any unauthorized use of your account or any other breach of security. Provider shall not be liable for any loss or damage arising from your failure to comply with these account security obligations.

4 Acceptable Use

You may use MedRecords AI solely for lawful business purposes in connection with personal injury legal practice or such other lawful purposes as may be expressly authorized by Provider in writing. Your use of the Services must at all times comply with all applicable federal, state, and local laws, rules, and regulations.

Without limiting the foregoing, you must comply with the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), the Health Information Technology for Economic and Clinical Health Act ("HITECH"), and all applicable privacy and data protection regulations when using the Services to process, store, or transmit Protected Health Information ("PHI") or any other sensitive data.

You agree to use the Services only in accordance with Provider's published documentation, acceptable use guidelines, and any usage limits associated with your license tier.

5 Prohibited Conduct

You agree not to engage in any of the following prohibited activities in connection with the Services:

• Reverse Engineering. Reverse engineering, decompiling, disassembling, or otherwise attempting to derive the source code, underlying algorithms, or structure of the MedRecords AI software, except to the limited extent that such activity is expressly permitted by applicable law notwithstanding this restriction.
• Circumventing Security Controls. Circumventing, disabling, or interfering with any security features, access controls, license validation mechanisms, or technical protection measures incorporated in the Services.
• Sharing License Keys. Sharing, distributing, sublicensing, or making available your license key, activation credentials, or access tokens to any third party, or using a single license across more installations or users than authorized by your license tier.
• Unauthorized Use. Using the Services for any purpose other than authorized personal injury legal practice or such other purposes as expressly authorized by Provider, including but not limited to competitive analysis, benchmarking, or development of competing products.
• Introduction of Malware. Uploading, transmitting, or introducing any viruses, worms, Trojan horses, ransomware, or other malicious code, scripts, or automated agents to or through the Services.
• Unauthorized Access. Attempting to gain unauthorized access to any portion of the Services, other accounts, computer systems, or networks connected to the Services through hacking, password mining, brute force, or any other unauthorized means.
• Unauthorized Resale. Reselling, redistributing, or commercially exploiting the Services or any portion thereof without the prior written authorization of Provider.

Violation of this Section may result in immediate termination of your license and access to the Services, without prejudice to any other remedies available to Provider at law or in equity.

6 HIPAA Compliance

MedRecords AI is designed to process medical records and Protected Health Information ("PHI") in the context of personal injury legal practice. The parties acknowledge the following respective obligations regarding HIPAA compliance:

6.1 Customer as Covered Entity. Customer is the Covered Entity (or Business Associate of a Covered Entity) responsible for compliance with HIPAA, HITECH, and all applicable privacy and security regulations with respect to the PHI that Customer processes, stores, or transmits using the Services.

6.2 Provider's Role. To the extent that Provider creates, receives, maintains, or transmits PHI on behalf of Customer in connection with the cloud-based processing features of the Services (including transmission of data to third-party AI model providers through Provider-managed API endpoints), Provider acknowledges its obligations as a Business Associate under HIPAA. Where Customer configures the Software for fully local or air-gapped processing using Customer's own infrastructure and API credentials, Provider does not create, receive, maintain, or transmit PHI and no Business Associate relationship arises with respect to such processing.

6.3 Business Associate Agreement. Customer shall not transmit PHI through any Provider-managed cloud processing endpoint until a Business Associate Agreement ("BAA") has been executed by both parties. Provider shall make a BAA available upon request. Customer's use of cloud-based processing features without an executed BAA constitutes a material breach of these Terms.

6.4 Customer Responsibilities. Customer is solely responsible for:

• Obtaining all required patient authorizations, consents, and legal permissions before submitting medical records or PHI to the Services.
• Configuring appropriate security settings within the software, including encryption, access controls, and audit logging, in accordance with HIPAA Security Rule requirements.
• Verifying the accuracy and completeness of all AI-generated output against the original source medical records before relying upon such output for any purpose.
• Maintaining appropriate workforce training on HIPAA privacy and security requirements as they relate to the use of the Services.

7 Intellectual Property

All rights, title, and interest in and to the MedRecords AI software, including all source code, object code, algorithms, models, user interface designs, documentation, trademarks, trade names, logos, and all related intellectual property rights, are and shall remain the exclusive property of Productivity AI, LLC. These Terms do not convey to you any rights of ownership in or related to the Services or any intellectual property rights owned by Provider.

Customer retains all rights, title, and interest in and to Customer's data, including all medical records, case files, work product, and other materials that Customer submits to, processes through, or generates using the Services ("Customer Data"). Provider shall not use Customer Data for any purpose other than providing the Services to Customer, except as required by law or as expressly authorized by Customer.

Any feedback, suggestions, or ideas you provide regarding the Services ("Feedback") may be used by Provider without restriction or obligation to you. You hereby assign to Provider all rights in such Feedback.

8 AI-Generated Content Disclaimer

MedRecords AI uses large language models ("LLMs") and other artificial intelligence technologies to perform medical record summarization, timeline generation, demand letter drafting, and related analysis tasks. You acknowledge and agree to the following:

• Drafts for Review. All AI-generated output produced by the Services, including summaries, chronologies, analyses, demand narratives, and any other generated content, is provided solely as a preliminary draft for review by a licensed attorney. AI-generated output is not a substitute for professional legal or medical judgment.
• No Practice of Law or Medicine. The Services do not constitute the practice of law, the practice of medicine, or the provision of legal, medical, or professional advice. Provider is a technology company, not a law firm or healthcare provider.
• Non-Delegable Duty to Verify. Attorneys have a non-delegable professional and ethical duty to verify all AI-generated output against the original source documents before relying upon such output for any purpose, including but not limited to filing with any court, submitting to any party, or using as a basis for any legal decision or strategy. AI models may produce inaccurate, incomplete, or fabricated information ("hallucinations").
• No Warranty of Accuracy. Provider makes no representation or warranty, express or implied, regarding the accuracy, completeness, reliability, or fitness for any particular purpose of any AI-generated output. The inherent nature of large language models means that output may contain errors, omissions, or fabrications that are not immediately apparent.

CRITICAL NOTICE: RELIANCE ON AI-GENERATED OUTPUT WITHOUT INDEPENDENT VERIFICATION AGAINST SOURCE DOCUMENTS MAY CONSTITUTE A BREACH OF THE ATTORNEY'S PROFESSIONAL AND ETHICAL OBLIGATIONS. PROVIDER SHALL BEAR NO RESPONSIBILITY FOR ANY CONSEQUENCES ARISING FROM FAILURE TO VERIFY AI-GENERATED OUTPUT.

8A Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AND COMPLETENESS.

PROVIDER DOES NOT WARRANT THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE, RELIABLE, OR COMPLETE; (D) ANY ERRORS OR DEFECTS IN THE SERVICES WILL BE CORRECTED; OR (E) THE SERVICES WILL BE COMPATIBLE WITH ANY PARTICULAR HARDWARE, SOFTWARE, OR NETWORK CONFIGURATION.

PROVIDER DOES NOT WARRANT THAT THE SERVICES COMPLY WITH HIPAA, HITECH, OR ANY OTHER FEDERAL, STATE, OR LOCAL LAW OR REGULATION. CUSTOMER IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE SERVICES ARE SUITABLE FOR CUSTOMER'S INTENDED USE AND FOR ENSURING COMPLIANCE WITH ALL APPLICABLE LAWS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, WARRANTIES ARE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.

9 Limitation of Liability

9.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PRODUCTIVITY AI, LLC, ITS OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY:

• Indirect, incidental, special, consequential, or punitive damages of any kind;
• Professional malpractice claims arising from or related to reliance on AI-generated output without independent verification;
• Lost profits, lost data, lost business opportunities, or loss of goodwill;
• Cost of procurement of substitute goods or services;
• Damages arising from unauthorized access to or alteration of your data or transmissions;

WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE GREATER OF (A) ONE THOUSAND DOLLARS ($1,000.00) OR (B) THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO PROVIDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.3 Basis of the Bargain. The limitations of liability set forth in this Section reflect the allocation of risk between the parties and are an essential element of the basis of the bargain between the parties. Provider would not provide the Services without these limitations.

9.4 Applicable Law. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. In such jurisdictions, Provider's liability shall be limited to the fullest extent permitted by applicable law.

10 Indemnification

Customer agrees to indemnify, defend, and hold harmless Productivity AI, LLC, its officers, directors, members, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to:

• Customer's Use of the Services. Any claim arising from Customer's use of the Services, including any use that violates these Terms, the EULA, or applicable law.
• Failure to Verify AI Output. Any claim arising from Customer's failure to independently verify the accuracy and completeness of AI-generated output against original source documents before relying upon such output for any purpose.
• HIPAA Violations. Any claim arising from Customer's violation of HIPAA, HITECH, or any other applicable privacy or data protection law or regulation, including but not limited to claims resulting from improper handling, disclosure, or transmission of Protected Health Information.
• Unauthorized Access. Any claim arising from unauthorized access to the Services through Customer's credentials, account, or systems, to the extent such access resulted from Customer's failure to maintain adequate security measures.
• Customer Data. Any claim arising from the content, accuracy, legality, or use of Customer Data submitted to or processed through the Services.

Provider shall provide Customer with prompt written notice of any claim subject to indemnification and shall reasonably cooperate with Customer in the defense thereof. Customer shall not settle any claim without Provider's prior written consent if the settlement would impose any obligation or liability on Provider.

10.2 Provider Indemnification. Provider shall indemnify, defend, and hold harmless Customer from and against any third-party claim that the Services, as provided by Provider and used by Customer in accordance with these Terms, infringe any United States patent, copyright, or trade secret of such third party. Provider's obligations under this Section shall not apply to the extent a claim arises from: (a) Customer's modification of the Services; (b) Customer's combination of the Services with products or services not provided by Provider; or (c) Customer's use of the Services in violation of these Terms.

10A Data Handling and Security

10A.1 Privacy Policy. Provider's collection, use, and disclosure of information in connection with the Services is described in the Privacy Policy available at https://aiproductivity.dev/privacy-policy.html, which is incorporated herein by reference.

10A.2 Telemetry Data. The Services may collect pseudonymized usage telemetry, performance metrics, and billing data ("Telemetry Data"). Telemetry Data does not include Protected Health Information, Customer Data, or any personally identifiable information derived from medical records. Customer may disable telemetry collection through the Software's Settings panel.

10A.3 Security Incident Notification. In the event Provider becomes aware of a Security Incident (any unauthorized access to, acquisition of, or disclosure of Customer Data or PHI in Provider's possession or control), Provider shall notify Customer without unreasonable delay and in no event later than seventy-two (72) hours after confirmation of the incident. Notification shall include, to the extent known: (a) the nature of the incident; (b) the categories and approximate number of records affected; (c) the measures taken or proposed to address the incident; and (d) a point of contact for further information.

10A.4 Sub-Processors. Provider may use third-party sub-processors to provide portions of the Services. A current list of sub-processors is available upon request. Provider shall notify Customer at least thirty (30) days in advance of any material change to its sub-processors.

10A.5 Service Levels. The Services are provided without any guaranteed service level, uptime commitment, or availability warranty. Provider shall use commercially reasonable efforts to maintain the availability of cloud-based features. Separate service level agreements may be available for Pro-tier customers upon request.

11 Termination

11.0 Termination for Convenience. Either party may terminate these Terms for any reason or no reason by providing thirty (30) days' prior written notice to the other party. Upon termination for convenience by Customer, no refund of prepaid fees shall be due unless otherwise specified in the applicable order form or EULA.

11.1 Termination for Cause. Either party may terminate these Terms for material breach by providing thirty (30) days written notice to the other party, specifying the nature of the breach. The breaching party shall have thirty (30) days from receipt of such notice to cure the breach. If the breach is not cured within the cure period, these Terms shall terminate automatically at the end of such period.

11.2 Immediate Termination by Provider. Notwithstanding Section 11.1, Provider may terminate these Terms and your access to the Services immediately upon written notice if you:

• Engage in license key misuse, including sharing, distributing, or using license keys in excess of your authorized allocation;
• Circumvent, disable, or interfere with any security controls, license validation mechanisms, or technical protection measures;
• Fail to execute or maintain a required Business Associate Agreement when processing PHI through the Services;
• Engage in any activity that poses an imminent threat to the security, integrity, or availability of the Services or other customers' data.

11.3 Effect of Termination. Upon termination or expiration of these Terms, regardless of the reason:

• Your license to access and use the Services shall be immediately revoked, and you must cease all use of the software;
• You are solely responsible for exporting and backing up all Customer Data prior to termination. Provider shall have no obligation to maintain or provide Customer Data after termination;
• Upon your written request submitted within thirty (30) days of termination, Provider shall securely delete all Customer Data in its possession or control, and shall provide written confirmation of such deletion;
• All provisions of these Terms that by their nature should survive termination shall survive, including but not limited to Sections 5, 6, 7, 8, 8A, 9, 10, 10A, 12, and 13.

12 Governing Law and Dispute Resolution

12.1 Governing Law. These Terms 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.

12.2 Exclusive Venue. Subject to the dispute resolution procedures set forth below, the parties consent to the exclusive personal jurisdiction and venue of the state and federal courts located in Fairfax County, Virginia for any action or proceeding arising out of or relating to these Terms.

12.3 Mediation. Any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall first be submitted to good-faith mediation. The parties shall attempt to resolve the dispute through mediation for a period of thirty (30) days following written notice of the dispute from one party to the other. Each party shall bear its own costs in connection with the mediation.

12.4 Binding Arbitration. If the dispute is not resolved through mediation within the thirty (30) day period, either party may submit the dispute to final and binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall take place in Fairfax County, Virginia. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

12.5 Injunctive Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information.

13 Miscellaneous

13.1 Entire Agreement. These Terms, together with the End User License Agreement (EULA v4.0) and any executed Business Associate Agreement ("BAA"), constitute the entire agreement between you and Provider with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, proposals, negotiations, representations, and communications, whether oral or written.

13.2 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the parties.

13.3 No Waiver. The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms must be in writing and signed by the waiving party to be effective.

13.4 Assignment. Customer may not assign or transfer these Terms, or any rights or obligations hereunder, in whole or in part, without the prior written consent of Provider. Any purported assignment in violation of this Section shall be void. Provider may freely assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.

13.5 Force Majeure. Neither party shall be liable for any delay or failure to perform its obligations under these Terms (other than payment obligations) to the extent that such delay or failure is caused by events beyond its reasonable control, including but not limited to natural disasters, acts of government, epidemics, pandemics, civil unrest, war, terrorism, internet outages, power failures, or acts of God.

13.6 Notices. All notices required or permitted under these Terms shall be in writing and shall be deemed duly given when sent via email to the email addresses on file for each party. Notices to Provider shall be sent to dan.direnfeld@aiproductivity.dev. Notices to Customer shall be sent to the email address associated with Customer's account.

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MedRecords AI is a trademark of Productivity AI, LLC.