Terms of Service

Acceptance of Terms

By accessing or using any OSAZ, Inc. (“OSAZ,” “we,” “us,” or “our”) product or service, including the Vision API, Clinical Connector, and Data & Research platform, you agree to be bound by these Terms of Service. If you are accessing the Services on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

Enterprise customers, pilot participants, and sandbox users may have separate agreements that supplement these Terms. In the event of a conflict between these Terms and a separate written agreement, the separate agreement governs.

Definitions

Account Registration & Security

• You must provide accurate and complete information during registration
• Multi-factor authentication (MFA) is required for all accounts with access to PHI
• You are responsible for all activity that occurs under your credentials
• Enterprise Customers must manage Authorized User access in accordance with their subscription tier
• You must notify OSAZ immediately of any unauthorized use of your account or any other security breach

Permitted Use

Subject to these Terms and your applicable agreement, you may:

• Access and use the Services in accordance with your subscription tier and applicable agreement
• Use APIs in accordance with published documentation and applicable rate limits
• Integrate the Services with your systems per developer guidelines
• Use diagnostic outputs as a clinical decision-support tool, subject to review by qualified healthcare professionals

Prohibited Use

You may not:

• Reverse engineer, decompile, or disassemble any OSAZ software or algorithms
• Attempt to bypass authentication, authorization, or security controls
• Use the Services for discriminatory purposes or in ways that circumvent bias-auditing safeguards
• Redistribute, resell, or sublicense access to the Services without written authorization
• Use the Services outside the scope of your license or applicable agreement
• Introduce malware, viruses, or any code designed to compromise platform integrity
• Use AI-generated outputs as standalone medical diagnoses without qualified clinical oversight

Intellectual Property

OSAZ retains all rights, title, and interest in the Platform, including all algorithms, models, software, documentation, and proprietary technology. Nothing in these Terms transfers ownership of OSAZ intellectual property to you.

You retain all rights to data and content you upload to the Platform (“Customer Data”). By uploading Customer Data, you grant OSAZ a limited license to process it solely for the purpose of providing the Services.

AI-generated outputs, including diagnostic suggestions and model predictions, are licensed to you for use within the scope of your applicable agreement. Ownership of derivative insights generated from your Customer Data is addressed in your separate agreement.

Data Processing & PHI

All handling of personal data and PHI is governed by our Privacy Policy. Customers whose use of the Services involves PHI must execute a Business Associate Agreement (BAA) with OSAZ prior to transmitting PHI.

You are responsible for ensuring the accuracy and lawfulness of all data provided to the Platform. OSAZ and Customer share HIPAA compliance obligations as described in the applicable BAA.

Service Levels & Availability

• OSAZ uses commercially reasonable efforts to maintain platform availability and performance
• Planned maintenance windows will be communicated at least 48 hours in advance
• For pre-GA, pilot, and beta products, OSAZ does not guarantee uninterrupted or error-free service
• Enterprise service level agreements (SLAs) with specific uptime commitments are defined in separate agreements

Fees & Payment

• Pricing and payment terms are defined in your separate subscription, pilot, or enterprise agreement
• Pilot and sandbox access may be provided at no charge during evaluation periods
• OSAZ reserves the right to modify pricing with at least 60 days written notice
• Unpaid balances exceeding 30 days may result in suspension of access to the Services

Warranties & Disclaimers

FOR PRE-GA, PILOT, AND BETA PRODUCTS, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.

To the maximum extent permitted by applicable law, OSAZ disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OSAZ'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY YOU TO OSAZ IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

OSAZ SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, REGARDLESS OF THE THEORY OF LIABILITY.

The limitations above do not apply to liability arising from: (a) willful misconduct or gross negligence; (b) a data breach resulting from OSAZ's failure to implement required security safeguards; or (c) infringement of intellectual property rights.

Indemnification

Each party agrees to indemnify, defend, and hold harmless the other party from and against any third-party claims, damages, losses, and expenses arising from a material breach of these Terms by the indemnifying party.

You specifically agree to indemnify OSAZ against any claims arising from your use of AI-generated outputs in clinical settings without appropriate clinical oversight as required by Section 10 of these Terms and applicable medical regulations.

Term & Termination

• These Terms remain in effect for as long as you use the Services or maintain an active account
• Either party may terminate for material breach with 30 days written notice and a reasonable opportunity to cure
• OSAZ may suspend access immediately if it reasonably believes your use poses a security risk or violates applicable law
• Upon termination, your Customer Data will be returned or deleted in accordance with the data retention policy and applicable law
• Provisions that by their nature should survive termination will survive, including Sections 6 (Intellectual Property), 10 (Warranties), 11 (Limitation of Liability), 12 (Indemnification), and 14 (Governing Law)

Governing Law & Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to conflict of law principles.

Any dispute arising from or relating to these Terms shall first be submitted to good-faith negotiation between the parties for a period of 30 days. If negotiation is unsuccessful, the dispute shall be resolved by binding arbitration under the rules of the American Arbitration Association.

The venue for any legal proceedings shall be Wilmington, Delaware.

Changes to Terms

OSAZ reserves the right to modify these Terms at any time. We will provide at least 30 days written notice before material changes take effect, delivered via email to the primary contact on your account. Your continued use of the Services after the notice period constitutes acceptance of the modified Terms. If you do not agree to the modified Terms, you must discontinue use of the Services. Prior versions of these Terms are available upon request.