Terms of Service

1. Acceptance of Terms

By downloading, installing, accessing, or using the VisitNote AI mobile application and related services (collectively, the "Service") operated by Houston IT Developers LLC, a Texas limited liability company ("Company," "we," "us," or "our"), you ("User," "you," or "your") agree to be bound by these Terms of Service ("Terms"), our Privacy Policy (incorporated herein by reference), and all applicable laws and regulations.

If you are accepting these Terms on behalf of an organization or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case "you" and "your" will refer to that entity.

IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE THE SERVICE. YOUR USE OF THE SERVICE CONSTITUTES YOUR ACCEPTANCE OF AND AGREEMENT TO BE BOUND BY THESE TERMS.

THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION AND A CLASS ACTION WAIVER (SECTION 19). PLEASE READ THESE SECTIONS CAREFULLY, AS THEY AFFECT YOUR LEGAL RIGHTS.

2. Definitions

• "App" means the VisitNote AI mobile application available on iOS and Android platforms.
• "Service" means the App, our website (visitnoteai.com), our API, and all related services, features, and functionality.
• "User" means any individual who creates an account or uses the Service.
• "User Content" means all data, information, text, audio recordings, documentation, and other materials you create, upload, transmit, or store using the Service.
• "Clinical Data" means patient information, visit documentation, SOAP notes, vital signs, medications, care plans, audio recordings, and any other healthcare-related information created or stored using the Service.
• "Organization" means a healthcare agency, clinic, hospital, staffing company, private practice, or other entity that manages User accounts through the Service.
• "Subscription" means a paid or trial license to access and use the Service.
• "AI Features" means the artificial intelligence and machine learning capabilities of the Service, including audio transcription and SOAP note generation.

3. Eligibility

To use the Service, you must:

• Be at least eighteen (18) years of age or the age of legal majority in your jurisdiction, whichever is greater;
• Be a licensed, credentialed, or student healthcare professional (or be authorized by such a professional to use the Service on their behalf);
• Have the legal capacity and authority to enter into a binding agreement;
• Not be located in, or a national or resident of, any country subject to comprehensive U.S. economic sanctions (including but not limited to Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions); and
• Not be listed on any U.S. government list of prohibited or restricted parties.

By creating an account, you represent and warrant that you meet all eligibility requirements set forth above. We reserve the right to verify your eligibility and to refuse or terminate access if these requirements are not met.

4. Description of Service

VisitNote AI is a clinical documentation platform that provides healthcare professionals with tools including:

• AI-assisted SOAP note generation from audio recordings
• Visit time tracking with GPS geotagging and mileage calculation
• Patient management and scheduling
• Secure real-time messaging
• Credential and license tracking
• Offline-first data storage with automatic synchronization
• Digital signature and attestation
• Organization membership and team collaboration

THE SERVICE IS NOT A MEDICAL DEVICE, IS NOT FDA-APPROVED OR CLEARED, AND IS NOT INTENDED TO BE USED AS A CLINICAL DECISION SUPPORT SYSTEM, DIAGNOSTIC TOOL, OR REPLACEMENT FOR PROFESSIONAL CLINICAL JUDGMENT. The Service is a documentation assistance tool only. All clinical decisions and documentation responsibility rest solely with the licensed healthcare professional.

The Service is available on iOS and Android platforms. We do not guarantee that the Service will be available on all devices, operating system versions, or in all geographic locations. Features may vary between platforms.

5. Account Registration and Security

5.1 Registration

To use the Service, you must create an account by providing accurate, current, and complete information including your name, email address, professional credentials, and other required fields. You may also register using Google or Apple single sign-on.

5.2 Account Security

You are solely responsible for maintaining the confidentiality of your account credentials (including password and authentication tokens) and for all activities that occur under your account, whether or not authorized by you. You agree to immediately notify us at sales@houstonitd.com of any unauthorized use of your account or any other breach of security. We are not liable for any loss or damage arising from your failure to safeguard your account credentials.

5.3 Accurate Information

You agree to provide accurate, current, and complete information during registration and to promptly update such information to keep it accurate, current, and complete. Misrepresentation of professional credentials may result in immediate account termination and may be reported to the relevant licensing authority.

5.4 One Account Per Person

Each User may maintain only one active account. Creating multiple accounts to circumvent restrictions, abuse free trials, or for any other purpose is prohibited and grounds for termination.

6. Subscriptions, Payments, and Billing

6.1 Free Trial

New Users receive a seven (7) day free trial with full access to all features. No credit card or payment information is required to start the trial. At the end of the trial period, a paid Subscription is required to continue using the Service. If you do not subscribe, your access to premium features will be suspended, but your account and data will be retained.

6.2 Subscription Plans

Paid Subscriptions are available on a monthly and annual basis. Current pricing is displayed in the App. Prices are in U.S. dollars unless otherwise indicated by the app store in your region. All prices are exclusive of applicable taxes, which will be calculated by the app store at checkout based on your location.

6.3 Payment Processing

All payments are processed through the Apple App Store (for iOS users) or Google Play Store (for Android users). Your Subscription purchase is governed by the terms and conditions of the respective app store, including their refund policies. We do not directly collect, process, or store payment card numbers, bank account information, or other financial payment instrument details.

6.4 Auto-Renewal and Cancellation

Subscriptions automatically renew at the end of each billing period (monthly or annually) unless you cancel at least twenty-four (24) hours before the end of the current billing period. You can manage your Subscription and disable auto-renewal through your device's app store settings (Apple ID settings for iOS, Google Play subscriptions for Android). Cancellation takes effect at the end of the current billing period; you will retain access to the Service until then. No partial refunds are provided for unused portions of a billing period.

6.5 Price Changes

We reserve the right to change Subscription prices at any time. Price changes will be communicated to you at least thirty (30) days in advance through the Service or via email. Price changes take effect at the start of your next billing period following the notice. Your continued Subscription after a price change constitutes your acceptance of the new price.

6.6 Organization-Managed Billing

If your Subscription is managed by an Organization, billing is handled by the Organization administrator through a separate agreement with us. Your access is contingent upon your active membership in the Organization and the Organization's account standing. If you leave the Organization or the Organization's account is terminated, your access will revert to the trial or expired state unless you maintain an independent Subscription.

6.7 Refunds

Refund requests for Subscriptions purchased through the Apple App Store or Google Play Store must be directed to the respective app store in accordance with their refund policies. We do not process refunds directly for in-app purchases.

7. Free Trial Terms

The free trial provides full access to all Service features for seven (7) days from the date of account registration. The trial is available once per person and may not be combined with other offers. We reserve the right to modify, suspend, or discontinue the free trial at any time. At the end of the trial period, your data will be retained and accessible if you subscribe. If you do not subscribe, your data will be retained in accordance with our data retention policies (see Privacy Policy, Section 11), but access to premium features will be suspended.

8. Acceptable Use Policy

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

• Use the Service for any purpose that is unlawful, fraudulent, or prohibited by these Terms or applicable law;
• Share, transfer, sell, or otherwise allow any third party to use your account credentials;
• Use the Service to store, transmit, or process data in violation of any applicable healthcare regulation, privacy law, or professional standard;
• Attempt to reverse-engineer, decompile, disassemble, or derive the source code of the App or any part of the Service;
• Copy, modify, create derivative works from, distribute, sell, lease, sublicense, or otherwise transfer any part of the Service;
• Interfere with, disrupt, or impose an unreasonable or disproportionate load on the Service's servers, networks, or infrastructure;
• Use automated systems, bots, scrapers, or software to extract data from the Service without our prior written consent;
• Upload, transmit, or distribute malicious code, viruses, worms, trojans, ransomware, or other harmful software;
• Impersonate another person or entity, or misrepresent your professional credentials, identity, or affiliation;
• Circumvent, disable, or interfere with any security features, access controls, or usage limits of the Service;
• Attempt to gain unauthorized access to any part of the Service, other User accounts, or any systems or networks connected to the Service;
• Use the Service for competitive analysis, benchmarking, or to build a competing product or service;
• Redistribute, republish, or commercially exploit any part of the Service without our prior written consent; or
• Encourage or assist any third party in doing any of the foregoing.

Violation of this Acceptable Use Policy may result in immediate suspension or termination of your account, without refund, and may be reported to the appropriate law enforcement authorities.

9. Clinical Documentation and Professional Responsibility

9.1 Professional Responsibility

YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR THE ACCURACY, COMPLETENESS, CLINICAL APPROPRIATENESS, AND LEGAL COMPLIANCE OF ALL DOCUMENTATION CREATED, REVIEWED, EDITED, SIGNED, OR SUBMITTED USING THE SERVICE. The Service is a tool to assist with documentation; it does not replace professional clinical judgment, training, or expertise.

9.2 Compliance with Professional Standards

You are responsible for ensuring that your use of the Service complies with all applicable professional standards, licensing requirements, scope of practice regulations, employer policies, and healthcare laws and regulations in your jurisdiction, including but not limited to HIPAA (United States), provincial health information acts (Canada), GDPR (EU/EEA/UK), and any other applicable privacy or healthcare regulatory framework.

9.3 Review Obligation

You must carefully review and, where necessary, edit all AI-generated content before signing or submitting any clinical documentation. By affixing your digital signature to any document within the Service, you attest that the documentation is accurate, complete, and reflects your professional clinical observations and judgment.

9.4 Digital Signatures

Your digital signature within the Service constitutes your legal attestation and certification that the signed documentation is accurate, complete, and clinically appropriate. You are solely responsible for all documents you sign. Digital signatures created using the Service are intended to comply with applicable electronic signature laws, including the U.S. Electronic Signatures in Global and National Commerce Act (ESIGN), the Uniform Electronic Transactions Act (UETA), and the EU eIDAS Regulation, to the extent applicable.

9.5 No Medical Advice

The Service does not provide medical advice, diagnosis, or treatment recommendations. Nothing in the Service should be construed as medical advice. The Company is not a healthcare provider and does not engage in the practice of medicine or any other healthcare profession.

10. AI-Assisted Features — Important Disclaimers

PLEASE READ THIS SECTION CAREFULLY. IT CONTAINS IMPORTANT LIMITATIONS AND DISCLAIMERS REGARDING THE AI FEATURES OF THE SERVICE.

10.1 Nature of AI Output

The AI Features use artificial intelligence and machine learning models to transcribe audio recordings and generate structured clinical documentation. AI-generated content is a computer-produced draft based on pattern recognition and language modeling. It is not the product of human clinical judgment or expertise.

10.2 Limitations and Risks

AI-generated content may:

• Contain errors, inaccuracies, omissions, or fabrications ("hallucinations");
• Misinterpret or incorrectly transcribe audio, especially in the presence of background noise, accents, medical terminology, or poor audio quality;
• Generate clinically inappropriate, incomplete, or misleading documentation;
• Fail to capture nuances of the clinical encounter; or
• Produce different results from the same input at different times.

10.3 No Guarantee

WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, RELIABILITY, CORRECTNESS, OR CLINICAL APPROPRIATENESS OF ANY AI-GENERATED CONTENT. THE AI FEATURES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED.

10.4 User Responsibility

You must independently verify all AI-generated content against your own clinical observations and professional knowledge before using it in any clinical record, submitting it to any third party, or relying on it for any purpose. You acknowledge that you are the author of record for all documentation you sign, regardless of whether it was initially drafted by the AI Features.

10.5 Not a Medical Device

The AI Features are not approved, cleared, or registered as a medical device by the U.S. Food and Drug Administration (FDA), the European Medicines Agency (EMA), Health Canada, the Therapeutic Goods Administration (TGA), or any other regulatory body. The AI Features are not intended for use in diagnosis, treatment, mitigation, cure, or prevention of any disease or condition.

10.6 Liability for AI Output

THE COMPANY SHALL NOT BE LIABLE FOR ANY CLAIM, DAMAGE, LOSS, INJURY, OR LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR RELIANCE ON AI-GENERATED CONTENT, INCLUDING BUT NOT LIMITED TO ERRORS IN DOCUMENTATION, CLINICAL OUTCOMES, REGULATORY PENALTIES, MALPRACTICE CLAIMS, PATIENT HARM, OR PROFESSIONAL DISCIPLINARY ACTIONS.

11. Organizations

11.1 Joining an Organization

You may request to join an Organization within the Service. Joining is subject to approval by the Organization administrator. Upon joining, your visit data, clinical documentation, schedule, credentials, and account information may be accessible to authorized administrators within the Organization for care coordination, compliance, quality assurance, and billing purposes.

11.2 Organization Terms

Your Organization may impose additional terms, policies, or restrictions on your use of the Service. Organization-specific terms supplement (but do not supersede) these Terms. In the event of a conflict between these Terms and Organization-specific terms, these Terms shall prevail to the extent of the conflict.

11.3 Leaving an Organization

You may leave an Organization at any time through the Service. Upon leaving, the Organization may retain copies of Clinical Data created during your membership in accordance with applicable healthcare record retention laws and the Organization's policies. Your personal account data (name, email, credentials) will be dissociated from the Organization.

11.4 Organization API Access

Organizations may access data through our REST API pursuant to a separate API agreement. Data shared via API is subject to the Organization's own data handling policies and applicable data protection laws. We are not responsible for how Organizations use data obtained through the API.

12. User Content and Data Ownership

12.1 Your Ownership

You retain all ownership rights in your User Content, including Clinical Data. We do not claim ownership of any User Content you create or store using the Service. For Organization members, ownership of Clinical Data may be subject to your employment or contractor agreement with the Organization.

12.2 License to Us

By using the Service, you grant us a limited, non-exclusive, worldwide, royalty-free license to use, process, store, transmit, and display your User Content solely as necessary to provide, maintain, and improve the Service and to comply with applicable law. This license terminates when you delete your account or your User Content, except to the extent we are required by law to retain certain data.

12.3 Feedback

If you provide us with feedback, suggestions, ideas, or recommendations regarding the Service ("Feedback"), you grant us a perpetual, irrevocable, non-exclusive, worldwide, royalty-free license to use, reproduce, modify, distribute, and otherwise exploit the Feedback for any purpose without obligation or compensation to you. Feedback does not include Clinical Data or Personal Data.

12.4 Data After Termination

Upon account termination, you will have thirty (30) days to request a copy of your User Content by contacting us at sales@houstonitd.com. After this period, we will delete your User Content from our active systems, except for data we are required to retain by law (such as Clinical Data subject to healthcare record retention requirements).

13. Intellectual Property

13.1 Company IP

The Service and all of its components — including but not limited to the software, algorithms, AI models, user interface, design, text, graphics, logos, icons, images, and documentation — are owned by Houston IT Developers LLC and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws. All rights not expressly granted herein are reserved.

13.2 Trademarks

"VisitNote," "VisitNote AI," the VisitNote logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Houston IT Developers LLC. You may not use such marks without our prior written consent. All other trademarks not owned by us that appear in the Service are the property of their respective owners.

13.3 Restrictions

You may not copy, modify, distribute, sell, lease, sublicense, or create derivative works based on any part of the Service or its content, except as expressly permitted by these Terms or applicable law. You may not remove, alter, or obscure any copyright, trademark, or other proprietary notice.

13.4 Copyright Complaints (DMCA)

If you believe that any content accessible through the Service infringes your copyright, please send a notice containing the information required by the Digital Millennium Copyright Act (17 U.S.C. § 512) to sales@houstonitd.com. We will respond to valid DMCA notices in accordance with applicable law.

14. Third-Party Services

The Service integrates with or relies on third-party services including:

• Apple App Store and Google Play Store: For distribution and payment processing. Your use of these platforms is subject to their respective terms and conditions.
• Google and Apple Sign-In: For account authentication. Subject to the respective provider's terms.
• AI Model Providers: For audio transcription and SOAP note generation.
• Amazon Web Services (AWS): For cloud infrastructure and data storage.
• Firebase Cloud Messaging: For push notification delivery.

We are not responsible for the practices, policies, content, or availability of third-party services. Your use of third-party services is at your own risk and subject to the third party's terms. We do not endorse or assume liability for any third-party services.

15. Privacy

Your privacy is important to us. Our collection, use, and disclosure of your Personal Data and Clinical Data is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you acknowledge that you have read and understood our Privacy Policy and consent to the practices described therein. In the event of a conflict between these Terms and the Privacy Policy regarding data handling practices, the Privacy Policy shall control.

16. Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;
• WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE SERVICE OR ANY CONTENT, INCLUDING AI-GENERATED CONTENT;
• WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS;
• WARRANTIES THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS;
• WARRANTIES THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; AND
• WARRANTIES THAT THE SERVICE COMPLIES WITH ANY PARTICULAR REGULATORY FRAMEWORK IN YOUR JURISDICTION.

THE SERVICE IS NOT A MEDICAL DEVICE AND IS NOT INTENDED TO REPLACE PROFESSIONAL CLINICAL JUDGMENT. AI-GENERATED CONTENT IS PROVIDED AS A DOCUMENTATION ASSISTANCE TOOL ONLY AND SHOULD NOT BE RELIED UPON AS MEDICAL ADVICE, CLINICAL DECISION SUPPORT, OR A SUBSTITUTE FOR YOUR OWN PROFESSIONAL ASSESSMENT.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. IN SUCH JURISDICTIONS, THE ABOVE EXCLUSIONS WILL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HOUSTON IT DEVELOPERS LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS (COLLECTIVELY, THE "COMPANY PARTIES") BE LIABLE FOR:

• ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF DATA, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES;
• ANY DAMAGES ARISING FROM OR RELATED TO ERRORS, INACCURACIES, OR OMISSIONS IN AI-GENERATED CONTENT;
• ANY DAMAGES ARISING FROM CLINICAL OUTCOMES, PATIENT HARM, MALPRACTICE CLAIMS, REGULATORY PENALTIES, OR PROFESSIONAL DISCIPLINARY ACTIONS;
• ANY DAMAGES ARISING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA OR TRANSMISSIONS;
• ANY DAMAGES ARISING FROM THE CONDUCT OF ANY THIRD PARTY ON OR RELATED TO THE SERVICE; OR
• ANY OTHER MATTER RELATING TO THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF THE COMPANY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL THE COMPANY PARTIES' TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICE EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT YOU PAID TO US FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).

THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND REGARDLESS OF WHETHER THE COMPANY PARTIES WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS IN THIS SECTION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IN SUCH JURISDICTIONS, THE ABOVE LIMITATIONS WILL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

18. Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless the Company Parties from and against any and all claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

• Your use of or inability to use the Service;
• Your violation of these Terms or any applicable law or regulation;
• Your Clinical Data or User Content, including claims that your content infringes the intellectual property or other rights of any third party;
• Your violation of any healthcare regulation, professional standard, or licensing requirement;
• Any malpractice claim, regulatory investigation, or professional disciplinary action arising from your use of the Service or reliance on AI-generated content;
• Any data breach or security incident caused by your failure to safeguard your account credentials or comply with applicable security requirements;
• Any dispute between you and an Organization regarding data access, ownership, or use; or
• Your misrepresentation of professional credentials or identity.

We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of such claims. You will not settle any claim without our prior written consent. This indemnification obligation will survive termination of these Terms and your use of the Service.

19. Dispute Resolution and Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL.

19.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to first contact us at sales@houstonitd.com and attempt to resolve the dispute informally for at least thirty (30) days. Most disputes can be resolved without formal proceedings.

19.2 Binding Arbitration

If the dispute is not resolved informally within thirty (30) days, you agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service (including the breach, termination, enforcement, interpretation, or validity thereof) shall be resolved exclusively by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and Supplementary Procedures for Consumer-Related Disputes then in effect, except as modified by this Section. The AAA Rules are available at www.adr.org.

19.3 Arbitration Procedure

Arbitration will be conducted by a single, neutral arbitrator. The arbitration may be conducted in person in Houston, Texas, telephonically, by videoconference, or based on written submissions, at the election of the party initiating the arbitration. The arbitrator shall have the authority to award any remedy or relief that would be available in a court of competent jurisdiction.

19.4 Arbitration Costs

If you initiate arbitration against us, we will reimburse your arbitration filing fee if the amount in dispute is less than $10,000 (in addition to any fee reimbursement available under the AAA Rules). Each party shall bear its own attorneys' fees and costs, unless the arbitrator determines that a party's claim or defense was frivolous, in which case the arbitrator may award reasonable attorneys' fees.

19.5 Class Action Waiver

YOU AND THE COMPANY AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. If this class action waiver is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.

19.6 Mass Arbitration

If twenty-five (25) or more similar arbitration demands are filed against the Company within a sixty (60) day period, the parties agree that such demands constitute "Mass Arbitration." In that event, the parties will cooperate in good faith to establish a bellwether arbitration process to efficiently resolve the disputes, including selecting a representative set of claims for initial arbitration.

19.7 Opt-Out

You have the right to opt out of this arbitration provision by sending written notice of your decision to opt out to sales@houstonitd.com within sixty (60) days of first accepting these Terms. Your notice must include your name, email address, and a clear statement that you wish to opt out of the arbitration and class action waiver provisions.

19.8 Exceptions

Notwithstanding the foregoing, either party may bring an individual action in small claims court for claims within the jurisdictional limits of such court. Either party may also seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights.

19.9 International Users

If you are located outside the United States and applicable local law prohibits mandatory arbitration or class action waivers, the applicable provisions of this Section shall not apply to you, and disputes will be resolved in accordance with Section 20.

20. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, United States of America, without regard to its conflict of law principles. For any dispute not subject to arbitration, you consent to the exclusive jurisdiction and venue of the state and federal courts located in Harris County, Texas.

If you are located outside the United States, you agree that the laws of the State of Texas shall govern these Terms, except to the extent that mandatory local consumer protection or data protection laws in your jurisdiction provide otherwise. Nothing in these Terms shall deprive you of the protection afforded by provisions that cannot be derogated from by agreement under the applicable law of your country of residence.

Specifically, if you are located in the EU/EEA, you may have the right to bring proceedings in the courts of your country of residence as provided by the Brussels I Regulation (Recast). If you are a consumer in the UK, you may have the right to bring proceedings in the courts of England and Wales, or in the courts of your country of residence.

21. Termination

21.1 Termination by You

You may terminate your account at any time by deleting your account through the App's Settings screen or by contacting us at sales@houstonitd.com. Account deletion will initiate the removal of your Personal Data from our active systems, subject to legal retention requirements for Clinical Data as described in our Privacy Policy.

21.2 Termination by Us

We reserve the right to suspend or terminate your account, temporarily or permanently, at our sole discretion, if:

• You violate any provision of these Terms;
• You engage in fraudulent, illegal, or abusive activity;
• We are required to do so by law, regulation, or court order;
• We believe your use of the Service poses a risk to the security, integrity, or availability of the Service or to other Users; or
• Your account has been inactive for twelve (12) consecutive months.

Where reasonably possible, we will provide notice before suspension or termination and an opportunity to export your data. In cases of fraud, illegal activity, or imminent security risk, we may suspend access immediately without prior notice.

21.3 Effect of Termination

Upon termination: (a) your right to access and use the Service immediately ceases; (b) all Subscriptions and licenses are revoked; (c) you will have thirty (30) days to request a data export; and (d) after the data export period, your data will be deleted from active systems except as required by law.

21.4 Survival

The following Sections survive termination of these Terms: Definitions (2), Clinical Documentation and Professional Responsibility (9), AI-Assisted Features (10), User Content and Data Ownership (12), Intellectual Property (13), Disclaimer of Warranties (16), Limitation of Liability (17), Indemnification (18), Dispute Resolution and Arbitration (19), Governing Law (20), and General Provisions (24).

22. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent such failure or delay results from circumstances beyond the party's reasonable control, including but not limited to: acts of God, natural disasters, earthquakes, floods, hurricanes, epidemics, pandemics, war, terrorism, armed conflict, riots, civil unrest, government actions, sanctions, embargoes, trade restrictions, labor disputes, strikes, power failures, telecommunications failures, internet service interruptions, cyberattacks, fire, explosion, or failures of third-party infrastructure providers.

The affected party will use commercially reasonable efforts to mitigate the effect of the force majeure event and resume performance as soon as practicable. If a force majeure event continues for more than ninety (90) days, either party may terminate these Terms upon written notice to the other party.

23. Export Compliance and Sanctions

The Service may be subject to U.S. export control and sanctions laws and regulations, including the Export Administration Regulations (EAR) administered by the U.S. Department of Commerce, and sanctions programs administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC). You represent and warrant that:

• You are not located in, a national of, or a resident of any country subject to comprehensive U.S. economic sanctions;
• You are not listed on any U.S. government list of prohibited or restricted parties, including the Specially Designated Nationals and Blocked Persons List (SDN List), the Entity List, or the Denied Persons List;
• You will not export, re-export, or transfer the Service or any related technology to any prohibited country, entity, or person; and
• You will comply with all applicable export control and sanctions laws in your jurisdiction.

24. General Provisions

24.1 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 continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.

24.2 Entire Agreement

These Terms, together with the Privacy Policy and any Organization-specific terms, constitute the entire agreement between you and the Company with respect to the Service and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Service.

24.3 Assignment

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

24.4 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by the Company. A waiver on one occasion shall not be deemed a waiver on any subsequent occasion.

24.5 Notices

We may provide notices to you through the Service (via in-app notifications), by email to the address associated with your account, or by any other means reasonably calculated to provide actual notice. You are responsible for keeping your email address current. Notices to us must be sent to sales@houstonitd.com.

24.6 Headings

Section headings are for convenience only and shall not affect the interpretation of these Terms.

24.7 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights in any individual or entity that is not a party to these Terms, except as expressly provided herein. The Company Parties are intended third-party beneficiaries of the Limitation of Liability and Indemnification provisions.

24.8 Independent Contractors

The relationship between you and the Company is that of independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, employment, or agency relationship between the parties.

24.9 Survival

All provisions of these Terms that by their nature should survive termination shall survive, including but not limited to ownership provisions, warranty disclaimers, indemnification, limitations of liability, and dispute resolution provisions.

25. Contact Us

If you have questions about these Terms of Service, please contact us:

• Email: sales@houstonitd.com
• Company: Houston IT Developers LLC
• Location: Houston, Texas, United States