Terms of Service

2. Account Registration & Access

2.1 Registration. To use the Services, you must create an account by providing accurate, current, and complete information. You agree to maintain and promptly update this information to keep it accurate and complete. You are responsible for any consequences of providing inaccurate information.

2.2 Credentials. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You must immediately notify us at security@hypocrates.com of any unauthorized access to or use of your account. Hypocrates will not be liable for any losses arising from unauthorized use of your account where you have failed to notify us promptly.

2.3 Authorized Users. You may grant access to authorized staff members within your clinic or organization ("Authorized Users"). You are responsible for ensuring Authorized Users comply with these Terms. Credentials may not be shared with or transferred to individuals outside your organization.

2.4 Account Suspension. We reserve the right to suspend or terminate accounts that we reasonably believe are being used in violation of these Terms, for fraudulent purposes, or that create security risks to our platform or other users.

3. Subscription, Fees & Payment

3.1 Plans & Pricing. Access to the Services requires a valid subscription plan as set forth in our then-current pricing page or as agreed in an Order Form. Pricing is subject to change with 60 days' written notice for existing customers.

3.2 Payment Terms. All fees are due in advance on the first day of each billing period (monthly or annual). You authorize us to charge the payment method on file for all applicable fees. Invoices for enterprise customers are payable within 30 days of the invoice date.

3.3 Taxes. All fees are exclusive of applicable taxes, levies, duties, or similar governmental assessments, including VAT, GST, or sales tax. You are responsible for all such taxes associated with your purchase, excluding taxes based on Hypocrates's income.

3.4 Late Payment. Unpaid amounts are subject to a finance charge of 1.5% per month on the outstanding balance, or the maximum rate permitted by law, whichever is lower. We reserve the right to suspend Services for accounts with outstanding balances more than 30 days past due after providing 7 days' written notice.

3.5 Refunds. Monthly subscriptions are non-refundable. Annual subscriptions cancelled within the first 14 days of an initial term are eligible for a pro-rated refund. Cancellations after this period are not eligible for refunds, but you may continue to use the Services through the end of your prepaid term.

3.6 Free Trials. If you are accessing the Services on a free trial basis, your trial is subject to the terms communicated at sign-up. We reserve the right to terminate or convert free trials at any time.

4. Permitted Use & Restrictions

4.1 License Grant. Subject to these Terms and payment of applicable fees, Hypocrates grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for your internal clinical and administrative operations during the subscription term.

4.2 Restrictions. You may not: (a) sublicense, resell, or commercially distribute the Services or any component thereof; (b) reverse engineer, decompile, disassemble, or attempt to derive source code from any part of the Services; (c) create derivative works based on the Services; (d) use the Services to build a competing product or service; (e) use the Services for any purpose that violates applicable law, including healthcare privacy laws, anti-fraud statutes, and export control regulations; (f) access the Services through automated means other than documented APIs; (g) upload malicious code, conduct penetration testing without written consent, or interfere with system integrity.

4.3 Acceptable Clinical Use. The Services are intended to support—not replace—clinical judgment. Hypocrates AI-generated outputs (including SOAP notes, coding suggestions, and scheduling recommendations) must be reviewed and validated by a licensed healthcare professional before acting upon them. You acknowledge that AI models may produce errors and that Hypocrates does not guarantee the clinical accuracy of any AI output.

4.4 Professional Compliance. You are solely responsible for ensuring that your use of the Services complies with all applicable professional licensing requirements, medical ethics standards, and clinical governance frameworks in your jurisdiction.

5. HIPAA, PHI & Business Associate Agreement

5.1 BAA Requirement. Any Customer who is a Covered Entity under HIPAA and who will use Hypocrates to process, store, or transmit Protected Health Information (PHI) must execute a Business Associate Agreement (BAA) with Hypocrates before using the Services for any PHI-related workflows. Access to PHI-related features is conditional on a signed BAA.

5.2 Hypocrates as Business Associate. Under any executed BAA, Hypocrates acts solely as a Business Associate and will process PHI only as directed by you (the Covered Entity) and as permitted by the BAA and applicable law. We will not use or disclose PHI for any purpose other than providing the Services.

5.3 Security Obligations. Hypocrates implements and maintains safeguards required by HIPAA's Security Rule (45 CFR Part 164, Subpart C), including administrative, physical, and technical safeguards. Details of our security program are available in our Security Documentation available to verified Customers.

5.4 Customer Responsibilities. As a Covered Entity, you remain responsible for: (a) obtaining patient authorizations where required; (b) providing patients with required notices of privacy practices; (c) properly training staff on HIPAA compliance; and (d) configuring access controls appropriately for your organization within the Hypocrates platform.

5.5 Non-HIPAA Jurisdictions. For Customers outside the United States, equivalent data processing agreements consistent with GDPR, the UK Data Protection Act, or other applicable health data regulations will be executed as appropriate.

6. Data Ownership & Intellectual Property

6.1 Your Data. You retain full ownership of all data you input into the Services, including patient records, clinical notes, scheduling data, and any other content you upload ("Customer Data"). Hypocrates does not claim any ownership rights over your Customer Data.

6.2 License to Process. By using the Services, you grant Hypocrates a limited, non-exclusive license to access, process, store, and transmit Customer Data as necessary to provide the Services, as further described in our Privacy Policy and any applicable BAA.

6.3 Hypocrates Platform IP. All rights, title, and interest in the Services, including the Hypocrates platform, AI models, software, interfaces, documentation, and all associated intellectual property, remain exclusively with Hypocrates. These Terms do not grant you any rights in Hypocrates IP other than the limited usage license described herein.

6.4 Feedback. If you provide us with suggestions, comments, or feedback about the Services ("Feedback"), you grant Hypocrates a perpetual, irrevocable, royalty-free right to incorporate such Feedback into our Services without obligation or attribution to you.

6.5 Aggregated Data. We may use de-identified, aggregated data derived from your usage for the purpose of improving our Services, benchmarking, and research. Such aggregate data will not identify your clinic, patients, or staff.

7. Confidentiality

7.1 Mutual Obligations. Each party ("Disclosing Party") may disclose Confidential Information to the other party ("Receiving Party") in connection with the Services. The Receiving Party will: (a) hold such information in strict confidence; (b) use it only for purposes contemplated by these Terms; and (c) not disclose it to any third party without prior written consent, except to employees or contractors who need to know and are bound by equivalent obligations.

7.2 Confidential Information. Includes all non-public technical, business, financial, operational, and clinical information marked as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. For Hypocrates, this includes platform architecture, pricing, algorithms, and roadmaps.

7.3 Exceptions. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this agreement; (b) was already known to the Receiving Party at time of disclosure; (c) is received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of Confidential Information.

7.4 Required Disclosures. If required by law or court order to disclose Confidential Information, the Receiving Party will, to the extent permitted, provide prompt advance notice to enable the Disclosing Party to seek protective measures.

8. Warranties & Representations

8.1 Hypocrates Warranties. We represent and warrant that: (a) we have the legal right to provide the Services as described; (b) we will implement and maintain commercially reasonable security measures; (c) the Services will perform materially in accordance with our documentation; and (d) we will not knowingly introduce malicious code into the Services.

8.2 Customer Warranties. You represent and warrant that: (a) you have all necessary rights and authorizations to submit Customer Data to the Services; (b) your use of the Services will comply with all applicable laws; (c) you will not use the Services for any unlawful or prohibited purpose; and (d) you are solely responsible for the accuracy and legality of all clinical decisions made using outputs from the Services.

8.3 Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, HYPOCRATES EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. HYPOCRATES DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

9. Limitation of Liability

9.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HYPOCRATES, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, HYPOCRATES'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, REGARDLESS OF THE FORM OF ACTION AND WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU TO HYPOCRATES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

9.3 Exceptions. The limitations above shall not apply to: (a) your obligation to pay fees; (b) breach of confidentiality obligations; (c) indemnification obligations; (d) claims arising from gross negligence or willful misconduct; or (e) damages that cannot be limited under applicable law.

10. Indemnification

10.1 By Customer. You agree to indemnify, defend, and hold harmless Hypocrates and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the Services in violation of these Terms; (b) Customer Data, including any claims that such data infringes third-party rights or violates applicable law; (c) your breach of any representations or warranties; (d) any clinical decisions made by your staff based on AI-generated outputs; or (e) your violation of any applicable law or regulation.

10.2 By Hypocrates. We will indemnify, defend, and hold harmless you from and against third-party claims alleging that the Hypocrates platform, as provided and used in accordance with these Terms, infringes any registered patent, copyright, trademark, or trade secret of a third party. This indemnification does not apply to claims arising from Customer Data, your modifications to the Services, or use of the Services in violation of these Terms.

10.3 Procedure. The party seeking indemnification must promptly notify the indemnifying party in writing of any claim, cooperate in the defense, and grant the indemnifying party sole control of the defense and settlement, provided that no settlement may impose obligations on the indemnified party without consent.

11. Term & Termination

11.1 Term. These Terms begin on the date you first accept them and continue for as long as you maintain an active subscription or as otherwise specified in an Order Form.

11.2 Termination for Convenience. Either party may terminate these Terms and any active subscriptions upon 30 days' written notice. You may cancel your subscription at any time via the account settings page.

11.3 Termination for Cause. Either party may terminate these Terms immediately upon written notice if: (a) the other party materially breaches these Terms and fails to cure such breach within 30 days of receiving written notice; (b) the other party becomes insolvent, makes an assignment for the benefit of creditors, or is subject to voluntary or involuntary bankruptcy proceedings; or (c) for Customers, failure to pay fees within 45 days of the due date.

11.4 Effect of Termination. Upon termination: (a) your license to use the Services will immediately terminate; (b) you must cease all use of the Services; (c) we will make Customer Data available for export for 90 days post-termination, after which it will be deleted per our data retention policy; and (d) all payment obligations that accrued prior to termination will survive. Sections 6, 7, 8.3, 9, 10, and 13 survive termination.

12. Dispute Resolution & Governing Law

12.1 Governing Law. These Terms are governed by the laws of the State of New York, United States of America, without regard to its conflict of law principles, unless the Customer is located in the European Economic Area or United Kingdom, in which case the laws of England and Wales apply.

12.2 Informal Resolution. Before initiating formal legal proceedings, each party agrees to attempt to resolve disputes informally. A party must provide written notice of the dispute to the other party and both parties agree to negotiate in good faith for at least 30 days.

12.3 Arbitration. Subject to clause 12.4, any dispute arising from or relating to these Terms shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in English, in New York, New York. Each party shall bear its own costs.

12.4 Exceptions. Either party may seek emergency injunctive relief in any court of competent jurisdiction to protect its intellectual property, confidential information, or to enforce payment obligations pending arbitration.

12.5 Class Action Waiver. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION AGAINST HYPOCRATES.

13. General Provisions

13.1 Entire Agreement. These Terms, together with any Order Forms, BAA, and any policies incorporated by reference, constitute the entire agreement between the parties regarding the Services and supersede all prior agreements and understandings.

13.2 Amendments. No modification to these Terms is binding unless made in writing and signed by an authorized representative of both parties, except for changes to our standard policies which may be updated as described in Section 1.

13.3 Waiver. Failure to enforce any provision of these Terms shall not constitute a waiver of our right to enforce that provision or any other provision in the future.

13.4 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

13.5 Assignment. You may not assign these Terms or your rights hereunder without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets, with notice to you.

13.6 Notices. Legal notices to Hypocrates must be sent in writing to: Hypocrates Inc., 350 Fifth Avenue, Suite 7010, New York, NY 10118, Attn: Legal Department, or to legal@hypocrates.com. Notices to you will be sent to the email address on your account.

13.7 Force Majeure. Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including acts of God, natural disasters, governmental actions, cyberattacks, pandemic, or infrastructure failures. The affected party must promptly notify the other party and use commercially reasonable efforts to resume performance.