Effective Date: 11 September 2025
In these Terms:
By accessing or using the Services, you represent and warrant that:
(a) you are legally capable of entering into a binding agreement;
(b) you are at least the minimum age required under applicable law; and
(c) you agree to abide by all terms and conditions in these Terms and all applicable laws.
If you are using the Services on behalf of an organisation, you represent that you are authorised to bind that organisation to these Terms.
Medroid provides technology and software services that facilitate clinical documentation, care coordination, AI-assisted triage, clinical and operational workflows, provider search, patient-facing interfaces, and related functionality as described in our service descriptions, manuals, and documentation.
The Services may include software applications, mobile applications, APIs, web interfaces, support services, and integrations with third-party services.
Medroid reserves the right to modify these Terms or any part of the Services at any time. We will provide notice of material changes by posting updates via the Services or by other means, such as email, where reasonably practicable.
Your continued use of the Services after such notification constitutes acceptance of the updated Terms.
To access certain features of the Services, you must create an Account and provide accurate, current, and complete information as prompted by the registration process, including name, email address, institutional affiliation (if applicable), and any credentials required for professional accounts.
You agree to maintain and promptly update your Account information to keep it accurate and complete.
You are responsible for all activities that occur under your Account, for maintaining the confidentiality of login credentials, and for restricting access to your devices and systems. You must notify Medroid promptly if you suspect unauthorised use of your Account or any other breach of security.
Medroid will not be liable for any loss or damage arising from unauthorised use of your Account, whether due to your negligence or otherwise.
You agree to use the Services in compliance with all applicable laws, regulations, and professional standards, including healthcare, data protection, privacy, and information security laws applicable in your jurisdiction.
For clinicians, healthcare organisations, payers, and employers, you further agree to use the Services only in accordance with applicable clinical practice standards and ethical requirements.
Subject to these Terms and any additional terms applicable to specific Services, Medroid grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Services for your internal purposes, consistent with the Services' intended functionality and subject to these Terms.
You agree not to:
(a) use the Services for unlawful purposes or in violation of applicable laws or professional obligations;
(b) copy, modify, distribute, sell, lease, license, or transfer the Services or any part of it;
(c) reverse engineer, decompile, disassemble, or attempt to derive the source code of any component of the Services;
(d) interfere with or disrupt the integrity or performance of the Services or the data contained therein;
(e) attempt to access the Services other than as permitted by Medroid; or
(f) remove, obscure, or alter any proprietary notices or labels from the Services.
You retain ownership of any Content you provide through the Services, subject to the rights you grant Medroid below. You represent and warrant that you have all rights necessary to provide that Content and that its use by Medroid as described in these Terms will not violate any rights of third parties.
By providing Content through the Services, you grant Medroid a worldwide, royalty-free, transferable, sublicensable, non-exclusive licence to use, copy, store, transmit, and display the Content solely for the purpose of providing and improving the Services.
All rights, title, and interest in and to the Services, excluding Content you provide, are and will remain the exclusive property of Medroid and its licensors. This includes, without limitation, software code, algorithms, processes, interfaces, AI models, designs, documentation, know-how, and other materials that comprise the Services.
No rights are granted to you other than as expressly set forth in these Terms.
The Services may contain links or integrations to third-party services, resources, or websites. Such third parties are not under Medroid's control, and you agree that Medroid is not responsible for the availability, content, accuracy, or practices of such third-party services. Inclusion of links or integrations does not imply endorsement by Medroid.
Use of third-party services may be subject to separate terms and privacy policies.
If you are a healthcare professional using the Services, you agree that:
(a) you will use your professional judgement in interpreting and acting on any information presented by the Services;
(b) you will comply with applicable licensing, credentialing, regulatory, professional, and ethical standards;
(c) no part of the Services replaces your professional judgment; and
(d) you will not use the Services in a manner that would compromise patient safety or violate regulation.
Clinical decisions rest with qualified professionals, and Medroid does not warrant that the Services alone are sufficient for decision-making without professional interpretation.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND MEDROID DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ANY WARRANTY ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
MEDROID DOES NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM HARMFUL COMPONENTS, AND MEDROID MAKES NO WARRANTY REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, OR TIMELINESS OF INFORMATION PROVIDED THROUGH THE SERVICES.
EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT SHALL MEDROID, ITS AFFILIATES, LICENSORS, SUPPLIERS, OR SERVICE PROVIDERS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING ANY LOSS OF PROFITS, LOSS OF BUSINESS OR GOODWILL, LOSS OF DATA, OR LOSS OF USE ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF MEDROID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF MEDROID, ITS AFFILIATES, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNTS YOU HAVE PAID MEDROID IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR ONE HUNDRED DOLLARS (US$100), WHICHEVER IS GREATER.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN THEIR ENTIRETY.
You agree to defend, indemnify, and hold harmless Medroid, its affiliates, officers, directors, employees, agents, licensors and service providers from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) your access to or use of the Services; (ii) your Content or any use of your Content by others; (iii) your breach of these Terms; (iv) your violation of applicable law, rules, or regulations; or (v) your infringement or misappropriation of the rights of any third party.
Medroid reserves the right, at its own expense, to assume the exclusive defence and control of any matter subject to indemnification by you. You agree to cooperate with Medroid's defence of these claims and Medroid will use reasonable efforts to notify you of any such claim, suit or proceeding.
You may terminate your access to the Services at any time by discontinuing use of the Services and, where applicable, closing your Account. Termination will not relieve you of obligations incurred prior to the effective date of termination.
Medroid may, in its sole discretion and without prior notice, suspend or terminate your access to all or part of the Services for any reason, including if Medroid believes that you have violated these Terms or engaged in conduct that threatens the security, integrity, or proper functioning of the Services. Medroid will not be liable to you for any termination or suspension of access.
Upon termination, all rights granted to you under these Terms will immediately cease. Any provisions which by their nature should survive termination (including, but not limited to, Sections 7, 8, 10, 11, 12, 13, 14, and 15) shall survive.
These Terms, and any disputes arising out of or relating to these Terms or your use of the Services, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.
If a dispute arises, you and Medroid agree to first attempt to resolve the dispute informally by contacting the other party. If the dispute is not resolved within thirty (30) days, either party may pursue resolution through litigation.
Subject to any mandatory local law to the contrary, you and Medroid hereby agree that any judicial action or proceeding arising out of or relating to these Terms or the Services will be brought exclusively in the federal or state courts located in Delaware, and you and Medroid consent to the personal jurisdiction of such courts.
Notices to you may be made via email, written communication sent to the address you provide in connection with your Account, or by posting notices on the Services. Notices from you to Medroid should be sent by email to [email protected] or as otherwise specified by Medroid on its website.
You may not assign or transfer these Terms, by operation of law or otherwise, without Medroid's prior written consent. Medroid may assign or transfer these Terms without restriction, including in connection with a merger, reorganisation, or sale of assets.
No failure or delay by Medroid in exercising any right under these Terms shall constitute a waiver of that right. A waiver of any provision of these Terms will only be effective if in writing and signed by an authorised representative of Medroid.
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible, and the remainder of these Terms will continue in full force and effect.
These Terms and the Privacy Policy constitute the entire agreement between you and Medroid regarding your access to and use of the Services and supersede all prior or contemporaneous communications, representations, or agreements, whether oral or written, regarding the Services.
If you have any questions regarding these Terms or the Services, please contact:
Medroid AI, Inc.
Email: [email protected]
Address: 131 Continental Dr, Suite 305, Newark, DE, 19713 USA