NeuroScribeAI Terms of Service

Effective Date: June 01 2025

Please read these Terms of Service ("Terms") carefully before using the NeuroScribeAI platform (the "Service") operated by NeuroScribeAI, Inc. and its affiliates ("Company," "we," "us," or "our").

By creating an account, clicking "I acknowledge and agree," or otherwise accessing or using the Service, you ("User," "you," or "your") agree to be bound by these Terms. If you do not agree, do not use the Service.

1. Eligibility and Authorized Users

1.1 Clinician Users. The Service is intended solely for use by licensed clinicians and their authorized staff ("Users"). By registering for an account, you represent and warrant that you are a licensed healthcare professional (or authorized staff acting under a licensed professional's supervision) and that your use of the Service complies with all applicable professional, ethical, and legal obligations.

1.2 Age Requirement. You must be at least 18 years of age to create an account or use the Service.

1.3 Patient Portal. The Patient Portal is a limited feature of the Service through which your adult patients, guardians, and collaterals may complete questionnaires, forms, and upload documents at your direction. Patient Portal participants are not Users and are not party to these Terms. All data they submit is collected and processed as Client Data on your behalf pursuant to these Terms and the Business Associate Agreement ("BAA").

2. Account Registration and Security

2.1 Account Creation. To access the Service, you must register for an account and provide accurate, complete, and current information. You agree to update your account information promptly if it changes.

2.2 Credentials. You are responsible for maintaining the confidentiality of your account credentials, including your username and password. You agree not to share your credentials with any unauthorized person and to notify us immediately at info@neuroscribeai.com if you suspect unauthorized access to your account.

2.3 Account Responsibility. You are responsible for all activity that occurs under your account, whether or not you authorized it.

3. Description of the Service

NeuroScribeAI provides an AI-assisted platform that enables licensed clinicians to generate draft neuropsychological and psychoeducational reports from clinical data you provide. The Service includes tools for account and template configuration, clinical data input, AI-powered report generation, and the Patient Portal.

3.1 No Clinical Advice. The Service is a productivity and drafting tool. Output generated by the Service is a draft for your review and is not a substitute for your professional clinical judgment. You are solely responsible for reviewing, editing, and approving all reports before use.

3.2 AI Processing. The Service uses artificial intelligence provided by third-party subprocessors, including Amazon Web Services (AWS), Google Cloud (Vertex AI – Gemini), Anthropic (Claude), and OpenAI. Data submitted to these services is processed under HIPAA-compliant Business Associate Agreements as described in our Privacy Policy. These providers do not use your data to train their models.

4. Business Associate Agreement

Because the Service processes Protected Health Information ("PHI") on your behalf, use of the Service is conditioned on your execution of a Business Associate Agreement ("BAA") with us. The BAA is incorporated into these Terms by reference. In the event of any conflict between these Terms and the BAA with respect to the handling of PHI, the BAA controls.

5. Client Data and Intellectual Property

5.1 Your Data. You retain full ownership of all data you input into the Service, including Client Data, Example Reports, assessment scores, clinical notes, and any PHI submitted through the Patient Portal ("Client Data"). We process Client Data solely to provide the Service as described in these Terms and our Privacy Policy.

5.2 License to Us. By submitting Client Data, you grant us a limited, non-exclusive, worldwide license to process, store, and use Client Data solely as necessary to operate, maintain, and improve the Service. We will not sell, rent, or share Client Data with third parties except as described in our Privacy Policy and BAA.

5.3 Our Intellectual Property. All rights, title, and interest in the Service, including the platform, software, interfaces, documentation, and AI models we develop, are owned exclusively by us or our licensors. These Terms do not grant you any ownership rights in the Service.

5.4 Feedback. If you provide feedback, suggestions, or ideas regarding the Service ("Feedback"), you grant us a perpetual, irrevocable, royalty-free license to use and incorporate that Feedback into the Service without any obligation to you. Feedback will not include Client Data or PHI.

6. Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree not to:

(a) use the Service to generate reports for individuals who are not your actual clinical clients;

(b) input data belonging to clients for whom you have no professional relationship or authorization;

(d) attempt to reverse engineer, decompile, or otherwise access the source code or underlying systems of the Service;

(e) use the Service in a manner that violates HIPAA, applicable state privacy laws, or professional licensing requirements;

(f) transmit viruses, malware, or other harmful code;

(g) scrape, index, or harvest data from the Service by automated means; or

(h) use the Service in any way that could damage, disable, or impair the Service or its infrastructure.

7. Subscription, Fees, and Payment

7.1 Subscription Plans. Access to the Service requires a paid subscription. Current pricing and plan details are available on our website. We reserve the right to modify pricing with at least thirty (30) days' notice.

7.2 Payment. You agree to pay all fees associated with your selected subscription plan. Fees are billed in advance on a recurring basis (monthly or annually, as selected). All fees are non-refundable except as expressly stated herein or required by law.

7.3 Taxes. You are responsible for all applicable taxes, levies, or duties imposed by taxing authorities in connection with your subscription.

7.4 Non-Payment. If payment is not received when due, we may suspend or terminate your access to the Service after providing notice.

8. Term and Termination

8.1 Term. These Terms commence on the date you create an account and continue until terminated by either party.

8.2 Termination by You. You may terminate your account at any time by contacting us at info@neuroscribeai.com. Termination will be effective at the end of your current billing period.

8.3 Termination by Us. We may suspend or terminate your access to the Service immediately if you violate these Terms, fail to pay fees when due, or if required by law.

8.4 Effect of Termination. Upon termination, your right to access the Service ceases immediately. PHI and Client Data will be handled in accordance with the BAA. Personal Information will be retained as described in our Privacy Policy. Sections 5, 9, 10, 11, 12, and 13 survive termination.

9. Disclaimers

9.1 No Warranties. THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED OR ERROR-FREE OPERATION.

9.2 AI Outputs. WE DO NOT WARRANT THAT REPORTS OR OTHER AI-GENERATED OUTPUTS ARE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR CLINICAL PURPOSE. ALL AI-GENERATED DRAFTS MUST BE REVIEWED AND APPROVED BY A QUALIFIED CLINICIAN BEFORE USE.

9.3 No Medical Advice. NOTHING IN THE SERVICE CONSTITUTES MEDICAL, CLINICAL, OR PROFESSIONAL ADVICE. YOU ARE SOLELY RESPONSIBLE FOR ALL CLINICAL DECISIONS AND REPORT CONTENTS.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING UNDER THESE TERMS OR IN CONNECTION WITH THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).

11. Indemnification

You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, judgments, awards, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any applicable law, regulation, or professional obligation; or (d) any claim by a third party, including your clients or patients, arising from the clinical reports you generate using the Service.

12. Governing Law and Dispute Resolution

12.1 Governing Law. These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

12.2 Dispute Resolution. Any dispute arising from or relating to these Terms or the Service will be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration will be conducted in English, and the arbitrator's decision will be final and binding. You waive any right to a jury trial or to participate in a class action.

12.3 Injunctive Relief. Notwithstanding Section 12.2, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement of intellectual property rights or breach of confidentiality obligations.

13. General Provisions

13.1 Entire Agreement. These Terms, together with the BAA and Privacy Policy, constitute the entire agreement between you and us with respect to the Service and supersede all prior agreements and understandings.

13.2 Modifications. We may modify these Terms at any time. We will provide at least thirty (30) days' notice of material changes via email. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms.

13.3 Waiver. Our failure to enforce any provision of these Terms does not constitute a waiver of our right to enforce it in the future.

13.4 Severability. If any provision of these Terms is found to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force.

13.5 Assignment. You may not assign or transfer your rights under these Terms without our prior written consent. We may assign our rights and obligations under these Terms in connection with a merger, acquisition, or sale of assets.

13.6 Force Majeure. We are not liable for any failure or delay in performance caused by circumstances beyond our reasonable control, including natural disasters, acts of government, pandemics, or internet outages.

14. Contact Information

If you have questions about these Terms, please contact us at: info@neuroscribeai.com.

NeuroScribeAI, Inc. is incorporated in Delaware.