Terms of Service

These Terms of Service ("Terms" or "Agreement") constitute a legal agreement between the healthcare organization or practice ("Organization," "you," or "Customer") and Mediphant Corporation ("Mediphant," "we," "our," or "us") and govern your use of the Mediphant Guardian platform, including our website, web application, mobile applications, and all related services (collectively, the "Service" or "Platform").

Effective Date: For electronic acceptance, these Terms become effective on the date you click "I Agree," check the acceptance box, or first access the Service. For traditional signature execution, these Terms become effective on the date of the last signature. The effective date of your agreement will be recorded and provided to you upon request.

By clicking "I Agree," "Accept," or similar button, by checking a box indicating acceptance, by executing an Order Form, or by accessing or using the Service, you represent that you have the authority to bind your Organization to these Terms and the accompanying Business Associate Agreement, and you agree to be bound by both documents. If you do not agree to these Terms and the BAA, do not use the Service.

1. Definitions

"Authorized User" means any individual authorized by the Organization to access and use the Service, including but not limited to healthcare providers, administrative staff, and other personnel.

"BAA" means the Business Associate Agreement attached hereto as Exhibit A or otherwise executed between the parties.

"Connected Patient" means an individual patient who has granted the Organization access to their health data through the Service.

"Order Form" means the ordering document executed between you and Mediphant that specifies the subscription term, pricing, number of Authorized Users, and other commercial terms.

"PHI" means Protected Health Information as defined under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, as amended.

"Service Level Agreement" or "SLA" means any service level commitments provided by Mediphant as specified in an Order Form or other written agreement between the parties.

2. Eligibility & Account Creation

2.1 Organization Requirements

To use the Service, you must be:

• A licensed healthcare organization, medical practice, or healthcare provider operating in the United States
• Authorized to provide healthcare services in your jurisdiction
• Capable of entering into legally binding contracts
• In compliance with all applicable healthcare laws and regulations, including HIPAA

2.2 Account Registration

When creating an Organization account, you agree to:

• Provide accurate, complete, and current information about your Organization
• Maintain and promptly update this information
• Maintain the security and confidentiality of your administrative account credentials
• Promptly notify us of any unauthorized access or security breaches
• Accept responsibility for all activities that occur under your Organization's account

2.3 Authorized Users

You are responsible for:

• Managing access credentials for all Authorized Users
• Ensuring that each Authorized User complies with these Terms
• All actions taken by Authorized Users under your Organization's account
• Promptly deactivating access for any individual who is no longer authorized to use the Service

3. About Mediphant Guardian

Mediphant Guardian is a platform that enables healthcare organizations to securely send, receive, organize, and manage patient health records shared by individuals using the Mediphant consumer application. The Service facilitates patient-provider data sharing, care coordination, and secure health information management. Mediphant Guardian does not provide medical advice, diagnosis, or treatment, and does not replace clinical judgment or professional medical services.

4. Scope of Service

4.1 Service Features

Subject to these Terms and payment of applicable fees, Mediphant grants you a non-exclusive, non-transferable, revocable right to access and use the Service for your internal business purposes, which includes:

• Receiving and accessing health records shared by Connected Patients and Organization
• Securely storing and organizing patient health information
• Facilitating communication with patients regarding their shared health data
• Generating insights and summaries to support clinical workflows

4.2 Service Modifications

We reserve the right to modify, update, or discontinue features of the Service at our discretion. We will provide reasonable notice for material changes that negatively impact functionality. Continued use of the Service after such changes constitutes acceptance of the modified Service.

4.3 Product-Specific Workflow Responsibilities

The Service supports healthcare workflows but does not replace your professional, operational, or compliance responsibilities. You and your Authorized Users are responsible for:

• Messaging: Reviewing message recipients, content, attachments, and urgency before sending or relying on messages through the Service, and using appropriate alternative channels for emergencies or time-sensitive clinical matters
• Uploads and shared files: Ensuring that documents, images, notes, and other uploaded materials are accurate, appropriate for the intended patient or workflow, and do not include data you are not authorized to upload or share
• Patient connections: Confirming that each Connected Patient relationship is appropriate, monitoring connection status, and honoring any patient revocation, expiration, or limitation of access reflected in the Service
• Audit logs: Understanding that the Service may maintain audit logs and access records for compliance, security, fraud prevention, and dispute resolution, and that Authorized User actions may be attributable to your Organization
• Emergency access: Maintaining your own emergency, downtime, and backup procedures because the Service is not intended to be the sole system of record or the sole method for accessing time-critical health information
• User roles: Assigning appropriate roles and permissions, reviewing access regularly, and promptly removing access for personnel who no longer need the Service

5. Acceptable Use & Restrictions

5.1 Permitted Use

You may use the Service only for lawful purposes and in accordance with these Terms. You agree to use the Service in compliance with all applicable federal, state, and local laws, including but not limited to HIPAA, HITECH, state privacy laws, and FDA regulations where applicable.

5.2 Prohibited Activities

You and your Authorized Users agree not to:

• Use the Service for any unlawful purpose or in violation of any applicable laws or regulations
• Access or attempt to access accounts, data, or systems not intended for you
• Interfere with or disrupt the integrity or performance of the Service
• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Service
• Remove, modify, or obscure any proprietary notices on the Service
• Use the Service to transmit viruses, malware, or other malicious code
• Share access credentials or allow unauthorized individuals to use the Service
• Use the Service to harass, abuse, threaten, or violate the rights of others
• Scrape, spider, or use automated means to access the Service except through authorized APIs
• Resell, sublicense, or otherwise commercialize access to the Service without our written consent
• Use the Service in a manner that violates any patient's privacy rights or consent limitations

5.3 Consequences of Violation

We reserve the right to investigate violations of these Terms and take appropriate action, including suspension or termination of access to the Service, without refund or credit.

6. Data Ownership, Use & Protection

6.1 Organization Data Ownership

You retain all ownership rights to PHI and other data provided to or generated through your use of the Service ("Organization Data"). By using the Service, you grant Mediphant a limited, non-exclusive license to process Organization Data solely to:

• Provide, maintain, and improve the Service
• Comply with legal obligations
• Enforce these Terms
• Perform other functions as reasonably necessary to deliver the Service

6.2 Data Use Restrictions

Mediphant will not:

• Sell Organization Data or PHI to third parties
• Use PHI to train general-purpose AI models
• Access or use Organization Data except as necessary to provide the Service, ensure security, or comply with legal obligations
• Retain Organization Data longer than necessary for the purposes outlined in these Terms and our Privacy Policy, except as required by law

6.3 De-identified Data

We may de-identify Organization Data in accordance with HIPAA standards and use such de-identified data for research, analytics, product improvement, and other lawful business purposes. De-identified data cannot reasonably be used to identify any individual or Organization.

6.4 Organization Responsibilities

You are responsible for:

• Ensuring you have appropriate legal authority and patient consent to collect, use, and share data through the Service
• The accuracy, quality, and legality of Organization Data
• Ensuring your use of the Service complies with all applicable laws and regulations
• Implementing appropriate administrative, physical, and technical safeguards within your own organization
• Training Authorized Users on proper data handling and privacy practices
• Reporting any suspected security incidents or privacy breaches to Mediphant promptly

7. HIPAA Compliance & Business Associate Agreement

7.1 Business Associate Relationship

The parties acknowledge that Mediphant is a Business Associate of the Organization under HIPAA. The parties shall execute a separate Business Associate Agreement (the "BAA") that governs the creation, receipt, maintenance, transmission, and disclosure of PHI by Mediphant on behalf of the Organization.

7.2 BAA Incorporation

The BAA is incorporated into and made part of these Terms. In the event of any conflict between these Terms and the BAA with respect to the handling of PHI, the BAA shall control, except that the exclusions and limitations of liability in Section 13 of these Terms apply to all claims arising under both these Terms and the BAA.

7.3 Organization's HIPAA Obligations

You represent and warrant that:

• You are a Covered Entity or Business Associate subject to HIPAA
• You will comply with all applicable HIPAA requirements
• You have obtained all necessary patient authorizations and consents
• You will use and disclose PHI only as permitted by HIPAA and applicable state laws

7.4 Breach Notification

Each party will notify the other promptly upon discovery of any breach of unsecured PHI, and in any event no later than required by applicable law. Mediphant will cooperate with you to investigate and remediate any such breach.

8. Billing, Payment & Subscription Terms

8.1 Fees & Payment

You agree to pay all fees specified in your Order Form. Unless otherwise specified, fees are based on:

• The number of Authorized Users with access to the Platform
• The number of Connected Patients
• Any additional services or features purchased

8.2 Billing Model

Credit Card on File: You must maintain a valid credit card on file with Mediphant. By providing credit card information, you authorize Mediphant to charge your card for all fees incurred under your account.

Invoicing: We will issue invoices on a monthly or other agreed-upon basis reflecting:

• Subscription fees for Authorized Users
• Usage-based fees calculated on the number of Connected Patients during the billing period
• Any applicable taxes, surcharges, or additional service fees

Invoices are due upon receipt unless otherwise specified in your Order Form. We will charge your credit card on file on or after the invoice date.

8.3 Usage Calculation & Pro-Ration

Connection Activation: A Connected Patient is considered "active" only when both conditions are met:

• The patient has granted your Organization access to their health data through the Mediphant consumer application, AND
• Your Organization has accepted the connection request

Pro-Rated Billing: Connected Patients are billed on a pro-rated basis from the date the connection becomes active. Pro-ration is calculated on a daily basis for the billing period.

8.4 Payment Terms

• Fees are non-refundable except as expressly provided in these Terms or required by law
• You are responsible for all taxes, duties, and government charges except for taxes based on Mediphant's net income
• Late payments may incur interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower

9. Subscription Term & Termination

9.1 Subscription Term

Your initial subscription term begins on the Effective Date and continues for the period stated in your Order Form or, if no period is specified, on a month-to-month basis. Unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term, your subscription will automatically renew.

9.2 Termination for Cause

Either party may terminate this Agreement for cause if the other party materially breaches these Terms and fails to cure such breach within 30 days of written notice.

9.3 Termination for Convenience

You may terminate this Agreement for convenience by providing 30 days' written notice. You will remain responsible for all fees through the end of your then-current term.

9.4 Data Retrieval & Deletion

Following termination:

• Immediate Disconnection: All Connected Patient connections are immediately terminated and access to the Service is disabled
• Organization Data Export: You may submit a written request to compliance@mediphant.com within 30 days of termination to request an export of your user-generated content
• No Patient Data Provided: Patient health records shared through Connected Patient relationships will not be included in any data export
• Data Deletion: After 30 days, user-generated content files will be permanently deleted. Account records and compliance data will be retained in accordance with our Privacy Policy

10. Intellectual Property Rights

Mediphant retains all right, title, and interest in and to the Service, including all software, technology, content, branding, trademarks, and other intellectual property rights. These Terms do not grant you any ownership rights in the Service.

11. Confidentiality

11.1 Definition

"Confidential Information" means non-public information disclosed by one party to the other, whether orally, visually, electronically, or in writing, that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information or the circumstances of disclosure. Confidential Information includes business, technical, security, product, pricing, customer, financial, operational, and compliance information, as well as non-public documentation, product plans, audit materials, security reports, and credentials.

11.2 Exclusions

Confidential Information does not include information that the receiving party can demonstrate: (a) is or becomes publicly available without breach of this Agreement; (b) was lawfully known to the receiving party before disclosure; (c) is lawfully received from a third party without confidentiality obligations; or (d) is independently developed without use of or reference to the disclosing party's Confidential Information.

11.3 Protection and Use

Each party will protect the other party's Confidential Information using at least reasonable care and no less than the care it uses to protect its own similar information. The receiving party may use Confidential Information only to perform under this Agreement and may disclose it only to its personnel, contractors, professional advisors, and service providers who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.

11.4 Compelled Disclosure

If the receiving party is required by law, subpoena, court order, or governmental process to disclose Confidential Information, it will provide prompt notice to the disclosing party to the extent legally permitted and will disclose only the portion legally required.

11.5 Survival

Confidentiality obligations survive for five (5) years after termination of this Agreement, except that obligations relating to trade secrets, PHI, security credentials, and information required by law to remain confidential survive for as long as such information remains protected under applicable law.

12. Representations, Warranties & Disclaimers

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MEDIPHANT DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

THE SERVICE IS FOR ADMINISTRATIVE AND COORDINATION PURPOSES ONLY. MEDIPHANT DOES NOT PROVIDE MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT, IS NOT A MEDICAL DEVICE, AND IS NOT INTENDED FOR USE IN DIAGNOSING, TREATING, CURING, OR PREVENTING ANY DISEASE OR CONDITION. YOU AND YOUR AUTHORIZED USERS ARE SOLELY RESPONSIBLE FOR ALL CLINICAL AND PROFESSIONAL DECISIONS AND FOR EXERCISING INDEPENDENT PROFESSIONAL JUDGMENT.

12.1 AI-Generated Content

The Service may use artificial intelligence, machine learning, and other automated tools to generate summaries, drafts, insights, suggestions, and other content ("AI Output"). AI Output is probabilistic and may be incomplete, inaccurate, outdated, or otherwise unsuitable for a particular purpose, and is provided to support — not replace — professional judgment. You are solely responsible for reviewing, verifying, and editing all AI Output before relying on it or using it for any clinical, administrative, billing, coding, documentation, or communication purpose. AI Output does not constitute medical advice, diagnosis, or treatment. AI Output should not be placed into a medical record, sent to a patient, used for billing, or used to make a clinical decision unless it has first been reviewed and approved by an appropriately qualified Authorized User. To the maximum extent permitted by law, Mediphant disclaims all liability arising out of or relating to your use of, or reliance on, AI Output.

12.2 AI Vendor and Data Use Commitments

When Mediphant uses third-party AI, model, inference, hosting, or infrastructure providers to process PHI or Organization Data, Mediphant will require such providers to process the data only to provide the Service, maintain security, troubleshoot service issues, comply with law, or perform other functions permitted by this Agreement, the BAA, and applicable law. Mediphant will not permit third-party AI providers to use PHI to train general-purpose AI models. Mediphant will require providers that process PHI to maintain appropriate contractual protections, including a Business Associate Agreement or subcontractor business associate agreement where required by HIPAA.

Mediphant does not permit human review of PHI except where necessary for support, security, abuse monitoring, legal compliance, or incident response and only under appropriate confidentiality and access controls. Mediphant will configure retention settings, where available, to limit retention of prompts, inputs, outputs, and logs containing PHI to the minimum period reasonably necessary to provide the Service, maintain security, troubleshoot issues, or comply with law.

13. Limitation of Liability

13.1 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, OR DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BAA, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MEDIPHANT'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE BAA, AND THE SERVICE, WHETHER IN CONTRACT, TORT, OR ANY OTHER THEORY, SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO MEDIPHANT DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

13.3 Application

The exclusions and limitations in this Section 13 apply to all claims arising out of or relating to this Agreement and the BAA, including any claim relating to the access, use, disclosure, or security of PHI or a breach of unsecured PHI, except for your payment obligations under Section 8 and your indemnification obligations under Section 14, which are not subject to these limitations. These limitations are an essential basis of the bargain between the parties, allocate risk between the parties, and apply even if any limited remedy fails of its essential purpose. Some jurisdictions do not allow certain limitations, so portions of this Section may not apply to you.

14. Indemnification

14.1 Indemnification by You

You will defend, indemnify, and hold harmless Mediphant, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, and any resulting damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees), arising out of or relating to:

• Organization Data, including any claim that Organization Data infringes, misappropriates, or violates the rights of any third party;
• Your or your Authorized Users' use of the Service in violation of this Agreement, the BAA, or applicable law;
• Your failure to obtain or maintain any patient consent, authorization, or other legal basis required for the collection, use, or disclosure of data through the Service;
• Any clinical or professional decision made by you or your Authorized Users, or your provision of healthcare services;
• Your breach of your representations, warranties, or obligations under this Agreement or the BAA; and
• Any dispute between you and a patient or other third party.

14.2 Indemnification by Mediphant

Mediphant will defend, indemnify, and hold harmless you from and against any third-party claim alleging that the Service, as provided by Mediphant and used in accordance with this Agreement, infringes a United States patent, copyright, or trademark of a third party. This Section 14.2 states your sole and exclusive remedy, and Mediphant's entire liability, for any claim of intellectual property infringement. Mediphant has no obligation under this Section to the extent a claim arises from Organization Data, your modifications to the Service, or your use of the Service in combination with items not provided by Mediphant or in violation of this Agreement.

14.3 Procedure

The party seeking indemnification will promptly notify the indemnifying party of the claim, give the indemnifying party sole control of the defense and settlement (provided that no settlement may impose any liability, obligation, or admission of fault on the indemnified party without its prior written consent), and provide reasonable cooperation at the indemnifying party's expense. Mediphant's indemnification obligations under Section 14.2 are subject to the limitations of liability in Section 13.

15. Dispute Resolution; Binding Arbitration

15.1 Informal Resolution

Before filing a claim, each party agrees to provide written notice of the dispute and to attempt in good faith to resolve it informally for at least thirty (30) days, unless immediate injunctive or equitable relief is needed to protect Confidential Information, intellectual property, security, or PHI.

15.2 Binding Arbitration

Except for claims that may be brought in small claims court and claims seeking injunctive or equitable relief, any dispute, claim, or controversy arising out of or relating to this Agreement, the BAA, or the Service will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will be conducted by a single arbitrator in Dallas County, Texas, unless the parties agree otherwise. The arbitrator may award any relief available in court on an individual basis, subject to the limitations and exclusions in this Agreement.

15.3 Class Action Waiver

EACH PARTY AGREES THAT DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS. NEITHER PARTY MAY BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION OR ARBITRATION.

15.4 Opt-Out

You may opt out of arbitration within thirty (30) days after first accepting these Terms by sending written notice to hello@mediphant.com with your Organization name, the name and email address of the person accepting these Terms, and a clear statement that you opt out of arbitration. Opting out of arbitration does not affect any other provision of these Terms.

15.5 Injunctive Relief

Either party may seek temporary, preliminary, or permanent injunctive or equitable relief in a court of competent jurisdiction to protect its Confidential Information, intellectual property rights, security, or PHI without first completing informal resolution or arbitration.

15.6 Governing Law and Venue

These Terms are governed by the laws of the State of Texas, without regard to conflict-of-law rules. Subject to the arbitration provisions above, the state and federal courts located in Dallas County, Texas will have exclusive jurisdiction and venue for any permitted court proceeding, and each party consents to personal jurisdiction in those courts.

16. General Provisions

16.1 Order of Precedence

If there is a conflict among documents, the following order controls: (1) the BAA with respect to PHI; (2) any signed Order Form or written agreement expressly overriding these Terms; (3) these Terms; and (4) any policies, documentation, or online materials referenced by these Terms. No purchase order or similar document provided by you will modify this Agreement unless expressly signed by Mediphant.

16.2 Changes to Terms

Mediphant may update these Terms from time to time. For material changes that materially reduce your rights or materially increase your obligations, Mediphant will provide reasonable notice, such as by email, in-product notice, or posting through the Service. Unless a different effective date is stated, updated Terms become effective when posted for new users and thirty (30) days after notice for existing Organizations. Continued use of the Service after the effective date constitutes acceptance of the updated Terms.

16.3 Assignment

You may not assign or transfer this Agreement without Mediphant's prior written consent, except to a successor in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets, provided the successor assumes all obligations under this Agreement and the BAA. Mediphant may assign this Agreement in connection with a merger, acquisition, corporate reorganization, financing, or sale of substantially all assets. Any attempted assignment in violation of this Section is void.

16.4 Force Majeure

Neither party will be liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, labor disputes, acts of war or terrorism, civil unrest, governmental actions, internet or telecommunications failures, failures of third-party hosting or utility providers, and other events of force majeure. Payment obligations are not excused by this Section.

16.5 Notices

Legal notices to Mediphant must be sent to Mediphant Corporation, 539 W Commerce St. #7718, Dallas, TX 75208, with a copy to hello@mediphant.com. Notices to you may be sent to the email address associated with your administrative account, through the Service, or to the address listed in your Order Form or account registration. Notices are deemed given when delivered personally, when confirmed by email or courier, or three (3) business days after mailing by certified or registered mail.

16.6 Severability; Waiver

If any provision of this Agreement is found unenforceable, the remaining provisions will remain in effect and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable. A party's failure to enforce a provision is not a waiver of its right to do so later.

16.7 Entire Agreement

This Agreement, together with the BAA, any applicable Order Form, and documents incorporated by reference, constitutes the entire agreement between the parties regarding the Service and supersedes all prior or contemporaneous agreements, proposals, and understandings regarding the Service.

16.8 Electronic Acceptance & Signatures

Pursuant to the ESIGN Act and UETA, electronic signatures and records have the same legal force and effect as handwritten signatures and paper records. Your electronic acceptance creates a legally binding agreement.

We will maintain records of your electronic acceptance, including:

• The Effective Date (date and time of acceptance)
• The identity of the person accepting (name and email)
• The version of these Terms accepted
• The IP address from which acceptance occurred
• The Organization name

17. Contact Information

Mediphant Corporation
539 W Commerce St. #7718
Dallas, TX 75208
Email: hello@mediphant.com
Website: https://mediphant.com
Guardian: https://guardian.mediphant.com

Version History

• Version 2.0 (June 11, 2026): Updated all contact addresses from the mediphant.ai domain to mediphant.com (Mediphant Guardian is now available at guardian.mediphant.com); strengthened warranty disclaimers, limitation of liability, indemnification, confidentiality, dispute resolution, and general legal provisions; added product-specific workflow responsibilities; added AI-generated content and AI vendor commitments; and harmonized the limitations of liability across these Terms and the Business Associate Agreement.
• Version 1.0 (October 20, 2025): Initial release.