Terms of Service

1 Acceptance of Terms

By installing, accessing, or using the MedRecords AI software, website, or any related services (collectively, the "Services") provided by Legal Services Network, LLC, a limited liability company doing business as CaseBridge ("Provider," "we," "us," or "our"), you ("Customer," "you," or "your") acknowledge that you have read, understood, and agree to be bound by these Terms of Service ("Terms").

If you are accepting these Terms on behalf of a company, law firm, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms. If you do not agree to these Terms, do not install, access, or use the Services.

Provider may update these Terms from time to time. For material changes, Provider shall provide Customer with at least thirty (30) days' prior written notice via email to the address associated with Customer's account. Non-material changes (such as formatting corrections, updated contact information, or clarifications that do not alter Customer's rights or obligations) may be made by posting revised Terms to the website. If Customer does not agree to a material change, Customer may terminate these Terms by providing written notice within the thirty (30) day notice period. Customer's continued use of the Services after the effective date of a material change constitutes acceptance of the revised Terms.

2 License Grant

The MedRecords AI software is licensed, not sold, to you under the terms of the End User License Agreement (EULA v4.0), available at https://casebridge-legal.com/eula.html. The EULA governs your rights and obligations with respect to the installed software, including all modules, components, updates, and associated documentation.

2.1 Managed Service Customers Do Not Receive a Software License. Under a Subscription (a Case Package or a quoted order) or a Case Review order described in Section 2A, Provider's personnel operate the MedRecords AI software to produce the work products; Customer does not install, access, or operate the software and no software license is granted. If Provider elects, by written agreement, to give Customer's users access to the software during a Subscription, that access is a subscription license, not a perpetual license, notwithstanding any statement in the EULA; it is valid only while the Subscription is active and paid and terminates automatically when the Subscription ends, at which point Provider may deactivate any credentials issued. On this point these Terms control over the EULA.

2.2 Perpetual Licenses. A perpetual Pro license purchased before September 23, 2026 remains a perpetual license under the EULA and is not affected by Section 2.1.

2.3 Work Product. Under either form of the managed service you receive the work products described in your order and their cited source pages. The software used to produce them remains on Provider's systems.

These Terms of Service govern your use of the CaseBridge website, online services, cloud-based features, the managed service, and any other services provided by Provider that are not expressly covered by the EULA. Except as stated in Section 2.1, in the event of a conflict between these Terms and the EULA with respect to the installed software, the EULA shall control. In the event of a conflict with respect to the website, online services, or the managed service, these Terms shall control.

No rights are granted to you other than as expressly set forth in these Terms and the EULA. All rights not expressly granted are reserved by Provider.

2A Orders, Fees, and Payment

2A.1 Ways to Buy. Provider offers the managed service in these forms: (a) a Case Review order, a flat fee for the published set of deliverables on one matter, priced by the page band published on the pricing page and purchased per order with no ongoing commitment; (b) a Case Package, a stated number of Case Reviews each month, each covering records up to the top published page band, prepaid monthly at the published package rate; and (c) a quoted order, under a written quote confirmed by Provider, for any matter whose records exceed the top published page band or for a Customer requiring twenty (20) or more Case Reviews a month. Each Case Package and quoted order is a "Subscription" wherever these Terms use that word. Customer submits records through the client portal or another secure method Provider designates; Customer does not operate the software. Deliverables, page bands, prices, and turnaround targets are those published at aiproductivity.dev/#pricing at the time of the order, or as stated in a written quote confirmed by Provider. The published pricing page is incorporated into these Terms for that purpose.

2A.2 Package Term and Renewal. A Case Package is billed monthly in advance through Stripe and renews each month until either party cancels effective at the end of the current billing month. Customer may change the package size effective at the end of the current billing month. Fees for the current month are not refunded on cancellation. A quoted order has the term stated in the quote. Provider may change package pricing with at least thirty (30) days' written notice before the change takes effect.

2A.3 No Onboarding Fee; Credit for Prior Case Reviews. Provider does not charge an onboarding fee. Setup for a Case Package, including the kickoff call, execution of the Business Associate Agreement, portal access for Customer's users, and capture of Customer's document style, is included. Case Review fees paid by Customer in the ninety (90) days before purchasing a Case Package are credited against the first month's package fee, up to the package rate for one Case Review.

2A.4 Package Cases. Each Case Package includes the number of Case Reviews per month published on the pricing page. Each package Case Review covers records up to the top published page band and may be used on a smaller matter. Cases not used in a month carry over to the following month only and then lapse. Case Reviews beyond the package in a month are billed at the package rate. A matter whose records exceed the top published page band is not covered by the package and is quoted under Section 2A.5. Deliverables outside the published set, rush delivery, and matters outside the pre-litigation scope in Section 2B.1 are quoted separately.

2A.5 Case Review Fees. Case Review fees are due at the time of order. The fee is set by the page band published on the pricing page, counted after blank and duplicate pages are removed. A matter whose records exceed the top published page band is quoted in writing, and Provider will not begin work until Customer accepts the quote. Rush delivery, where accepted, is billed at the published surcharge. A Case Review order may be cancelled for a full refund before Provider has begun work; once records have been uploaded and processing has begun, fees are non-refundable.

2A.6 No Separate Processing or Per-Page Charge. Provider does not charge separately for inference, AI processing, software, or pages under any Case Review order or Case Package. Provider applies a spending cap to each processing run at its own cost.

2A.7 Allocation to Client Matters. Provider furnishes per-order invoices and, for Case Package customers, a monthly statement listing the package fee and each Case Review drawn against it, itemized by matter with page counts. Whether and how Customer allocates or bills any such amount to its own clients is solely Customer's decision and responsibility under the rules of professional conduct and fee agreements that govern Customer's practice. Provider makes no representation that any amount is billable to Customer's clients.

2A.8 Taxes and Payment. Fees exclude applicable taxes, which Customer is responsible for unless Customer provides a valid exemption certificate. Payment is processed by Stripe under Stripe's terms. Overdue amounts on a Subscription may result in suspension of work on new matters, of portal access, and of any subscription license after ten (10) days' written notice.

2B Managed Service

2B.1 Scope. The managed service covers pre-litigation work on personal injury matters. Each Case Review comprises five deliverables: a Case Summary; a Medical Chronology with a specials ledger; a Merit Review of liability and causation against the standard of care; and a Demand Package consisting of an editable demand letter and a medical billing summary. Provider does not provide paralegal services, records collection, or treatment monitoring under these Terms. Litigation support, including deposition preparation, expert witness services, and discovery support, is not included and is not offered under these Terms.

2B.2 Provider Personnel. The paralegals, legal nurse consultants, and reviewers who prepare and sign the work products are employees or independent contractors of Provider, not of Customer. Provider is responsible for their compensation, supervision, and professional liability coverage. They are bound by Provider's Business Associate Agreement with Customer and by a written confidentiality obligation. Provider may assign or substitute personnel of comparable qualification at its discretion. Customer shall not solicit Provider's personnel for direct employment or engagement during a Subscription and for twelve (12) months thereafter without Provider's written consent.

2B.3 Human Review Does Not Change the Nature of the Work Product. Every work product is produced with the assistance of artificial intelligence and reviewed by Provider's personnel before delivery. That review is intended to catch errors and omissions; it does not convert the work product into legal advice, medical advice, or a professional opinion, and it does not relieve Customer of the verification duty in Section 8. Demand Packages and Merit Reviews are delivered as drafts for review, revision, and signature by a licensed attorney. Provider's personnel do not sign, send, or file anything on Customer's behalf and do not communicate with insurers, opposing parties, or Customer's clients unless Customer expressly directs it in writing.

2B.4 Not a Law Firm. Provider is a technology and services company, not a law firm. Nothing in the managed service creates an attorney-client relationship between Provider or its personnel and Customer or Customer's clients, and Provider does not practice law. Customer is solely responsible for the supervision of the work product under the rules of professional conduct that apply to Customer, including any rules governing the supervision of non-lawyer assistants and the use of outside service providers.

2B.5 Turnaround. Turnaround times published on the pricing page are targets measured in business days from the time Provider confirms receipt of complete, legible records and any intake facts Customer wants considered. They are not guarantees. Provider will notify Customer promptly if a target cannot be met. Turnaround targets do not apply to matters with materially incomplete records, records that require re-collection, or statute of limitations deadlines that Customer has not disclosed in writing at the time of the order.

2B.6 Customer Responsibilities. Customer shall (a) provide the records, authorizations, and intake facts needed to perform the work, through the secure method Provider designates and never by unencrypted email; (b) disclose any deadline that affects the matter; (c) review every work product before use; and (d) designate an attorney responsible for supervising the work.

2B.7 Where Records Are Processed. Records are processed and stored in a HIPAA-eligible environment that Provider operates (the "Enclave"), segregated by Customer, under the Business Associate Agreement. Under the Subscription, records in the Enclave are retained according to Customer's instructions and returned or deleted at termination under Section 11.3. Under a Case Review order, Provider deletes the records and the working files from the Enclave thirty (30) days after delivery of the work product unless Customer requests earlier deletion in writing. In every case, Provider does not use Customer Data to train artificial intelligence models.

3 Account Responsibilities

You are responsible for maintaining the security and confidentiality of your account and all activities that occur under your account. Specifically, you agree to:

• Maintain the confidentiality of all login credentials, including usernames, passwords, and API keys associated with your CaseBridge account.
• Configure and enable Time-Based One-Time Password (TOTP) two-factor authentication if desired, and safeguard all recovery codes and authentication devices.
• Ensure that only authorized personnel within your organization access the CaseBridge system, and promptly revoke access for any individual who is no longer authorized.
• Accept responsibility for all activities conducted under your account, whether or not authorized by you, including any data submitted, processed, or transmitted through the Services.

You must notify Provider immediately at dan.direnfeld@aiproductivity.dev if you become aware of any unauthorized use of your account or any other breach of security. Provider shall not be liable for any loss or damage arising from your failure to comply with these account security obligations.

4 Acceptable Use

You may use CaseBridge solely for lawful business purposes in connection with personal injury legal practice or such other lawful purposes as may be expressly authorized by Provider in writing. Your use of the Services must at all times comply with all applicable federal, state, and local laws, rules, and regulations.

Without limiting the foregoing, you must comply with the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), the Health Information Technology for Economic and Clinical Health Act ("HITECH"), and all applicable privacy and data protection regulations when using the Services to process, store, or transmit Protected Health Information ("PHI") or any other sensitive data.

You agree to use the Services only in accordance with Provider's published documentation, acceptable use guidelines, and any usage limits associated with your license tier.

5 Prohibited Conduct

You agree not to engage in any of the following prohibited activities in connection with the Services:

• Reverse Engineering. Reverse engineering, decompiling, disassembling, or otherwise attempting to derive the source code, underlying algorithms, or structure of the MedRecords AI software, except to the limited extent that such activity is expressly permitted by applicable law notwithstanding this restriction.
• Circumventing Security Controls. Circumventing, disabling, or interfering with any security features, access controls, license validation mechanisms, or technical protection measures incorporated in the Services.
• Sharing License Keys. Sharing, distributing, sublicensing, or making available your license key, activation credentials, or access tokens to any third party, or using a single license across more installations or users than authorized by your license tier.
• Unauthorized Use. Using the Services for any purpose other than authorized personal injury legal practice or such other purposes as expressly authorized by Provider, including but not limited to competitive analysis, benchmarking, or development of competing products.
• Introduction of Malware. Uploading, transmitting, or introducing any viruses, worms, Trojan horses, ransomware, or other malicious code, scripts, or automated agents to or through the Services.
• Unauthorized Access. Attempting to gain unauthorized access to any portion of the Services, other accounts, computer systems, or networks connected to the Services through hacking, password mining, brute force, or any other unauthorized means.
• Unauthorized Resale. Reselling, redistributing, or commercially exploiting the Services or any portion thereof without the prior written authorization of Provider.

Violation of this Section may result in immediate termination of your license and access to the Services, without prejudice to any other remedies available to Provider at law or in equity.

6 HIPAA Compliance

CaseBridge is designed to process medical records and Protected Health Information ("PHI") in the context of personal injury legal practice. The parties acknowledge the following respective obligations regarding HIPAA compliance:

6.1 Customer as Covered Entity. Customer is the Covered Entity (or Business Associate of a Covered Entity) responsible for compliance with HIPAA, HITECH, and all applicable privacy and security regulations with respect to the PHI that Customer processes, stores, or transmits using the Services.

6.2 Provider's Role. Under the managed service, Provider's personnel receive and work with PHI on Customer's behalf, and Provider acknowledges its obligations as a Business Associate under HIPAA with respect to that work in the Provider-operated Enclave. To the extent that Provider creates, receives, maintains, or transmits PHI on behalf of Customer in connection with the cloud-based processing features of the software (including transmission of data to third-party AI model providers through Provider-managed API endpoints), Provider likewise acknowledges its obligations as a Business Associate. Where Customer runs the software itself, configured for fully local or air-gapped processing using Customer's own infrastructure and API credentials, and no Provider personnel access the records, Provider does not create, receive, maintain, or transmit PHI and no Business Associate relationship arises with respect to such processing.

6.3 Business Associate Agreement. Customer shall not transmit PHI through any Provider-managed cloud processing endpoint, and shall not provide records containing PHI to Provider's personnel under the managed service, until a Business Associate Agreement ("BAA") has been executed by both parties. Provider shall present its BAA at Subscription implementation and with the upload instructions for a Case Review order. Providing PHI to Provider without an executed BAA constitutes a material breach of these Terms.

6.4 Customer Responsibilities. Customer is solely responsible for:

• Obtaining all required patient authorizations, consents, and legal permissions before submitting medical records or PHI to the Services.
• Configuring appropriate security settings within the software, including encryption, access controls, and audit logging, in accordance with HIPAA Security Rule requirements.
• Verifying the accuracy and completeness of all AI-generated output against the original source medical records before relying upon such output for any purpose.
• Maintaining appropriate workforce training on HIPAA privacy and security requirements as they relate to the use of the Services.

7 Intellectual Property

All rights, title, and interest in and to the MedRecords AI software, including all source code, object code, algorithms, models, user interface designs, documentation, trademarks, trade names, logos, and all related intellectual property rights, are and shall remain the exclusive property of Productivity AI, LLC, the developer of the MedRecords AI software, or its licensors, and are used by Provider under license. These Terms do not convey to you any rights of ownership in or related to the Services or any intellectual property rights owned by Provider.

Customer retains all rights, title, and interest in and to Customer's data, including all medical records, case files, work product, and other materials that Customer submits to, processes through, or generates using the Services ("Customer Data"). Provider shall not use Customer Data for any purpose other than providing the Services to Customer, except as required by law or as expressly authorized by Customer.

Any feedback, suggestions, or ideas you provide regarding the Services ("Feedback") may be used by Provider without restriction or obligation to you. You hereby assign to Provider all rights in such Feedback.

8 AI-Generated Content Disclaimer

CaseBridge uses large language models ("LLMs") and other artificial intelligence technologies to perform medical record summarization, timeline generation, demand letter drafting, and related analysis tasks. You acknowledge and agree to the following:

• Drafts for Review. All AI-generated output produced by the Services, including summaries, chronologies, case evaluations, valuations, analyses, demand narratives, and any other generated content, is provided solely as a preliminary draft for review by a licensed attorney, whether or not Provider's personnel have reviewed it under the managed service. AI-generated output is not a substitute for professional legal or medical judgment.
• No Practice of Law or Medicine. The Services do not constitute the practice of law, the practice of medicine, or the provision of legal, medical, or professional advice. Provider is a technology company, not a law firm or healthcare provider.
• Non-Delegable Duty to Verify. Attorneys have a non-delegable professional and ethical duty to verify all AI-generated output against the original source documents before relying upon such output for any purpose, including but not limited to filing with any court, submitting to any party, or using as a basis for any legal decision or strategy. AI models may produce inaccurate, incomplete, or fabricated information ("hallucinations").
• No Warranty of Accuracy. Provider makes no representation or warranty, express or implied, regarding the accuracy, completeness, reliability, or fitness for any particular purpose of any AI-generated output. The inherent nature of large language models means that output may contain errors, omissions, or fabrications that are not immediately apparent.

CRITICAL NOTICE: RELIANCE ON AI-GENERATED OUTPUT WITHOUT INDEPENDENT VERIFICATION AGAINST SOURCE DOCUMENTS MAY CONSTITUTE A BREACH OF THE ATTORNEY'S PROFESSIONAL AND ETHICAL OBLIGATIONS. PROVIDER SHALL BEAR NO RESPONSIBILITY FOR ANY CONSEQUENCES ARISING FROM FAILURE TO VERIFY AI-GENERATED OUTPUT.

8A Disclaimer of Warranties

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, PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AND COMPLETENESS.

PROVIDER DOES NOT WARRANT THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE, RELIABLE, OR COMPLETE; (D) ANY ERRORS OR DEFECTS IN THE SERVICES WILL BE CORRECTED; OR (E) THE SERVICES WILL BE COMPATIBLE WITH ANY PARTICULAR HARDWARE, SOFTWARE, OR NETWORK CONFIGURATION.

PROVIDER DOES NOT WARRANT THAT THE SERVICES COMPLY WITH HIPAA, HITECH, OR ANY OTHER FEDERAL, STATE, OR LOCAL LAW OR REGULATION. CUSTOMER IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE SERVICES ARE SUITABLE FOR CUSTOMER'S INTENDED USE AND FOR ENSURING COMPLIANCE WITH ALL APPLICABLE LAWS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, WARRANTIES ARE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.

9 Limitation of Liability

9.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PRODUCTIVITY AI, LLC, ITS OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY:

• Indirect, incidental, special, consequential, or punitive damages of any kind;
• Professional malpractice claims arising from or related to reliance on AI-generated output without independent verification;
• Lost profits, lost data, lost business opportunities, or loss of goodwill;
• Cost of procurement of substitute goods or services;
• Damages arising from unauthorized access to or alteration of your data or transmissions;

WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE GREATER OF (A) ONE THOUSAND DOLLARS ($1,000.00) OR (B) THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO PROVIDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.3 Basis of the Bargain. The limitations of liability set forth in this Section reflect the allocation of risk between the parties and are an essential element of the basis of the bargain between the parties. Provider would not provide the Services without these limitations.

9.4 Applicable Law. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. In such jurisdictions, Provider's liability shall be limited to the fullest extent permitted by applicable law.

10 Indemnification

Customer agrees to indemnify, defend, and hold harmless Provider, its officers, directors, members, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to:

• Customer's Use of the Services. Any claim arising from Customer's use of the Services, including any use that violates these Terms, the EULA, or applicable law.
• Failure to Verify AI Output. Any claim arising from Customer's failure to independently verify the accuracy and completeness of AI-generated output against original source documents before relying upon such output for any purpose.
• HIPAA Violations. Any claim arising from Customer's violation of HIPAA, HITECH, or any other applicable privacy or data protection law or regulation, including but not limited to claims resulting from improper handling, disclosure, or transmission of Protected Health Information.
• Unauthorized Access. Any claim arising from unauthorized access to the Services through Customer's credentials, account, or systems, to the extent such access resulted from Customer's failure to maintain adequate security measures.
• Customer Data. Any claim arising from the content, accuracy, legality, or use of Customer Data submitted to or processed through the Services.

Provider shall provide Customer with prompt written notice of any claim subject to indemnification and shall reasonably cooperate with Customer in the defense thereof. Customer shall not settle any claim without Provider's prior written consent if the settlement would impose any obligation or liability on Provider.

10.2 Provider Indemnification. Provider shall indemnify, defend, and hold harmless Customer from and against any third-party claim that the Services, as provided by Provider and used by Customer in accordance with these Terms, infringe any United States patent, copyright, or trade secret of such third party. Provider's obligations under this Section shall not apply to the extent a claim arises from: (a) Customer's modification of the Services; (b) Customer's combination of the Services with products or services not provided by Provider; or (c) Customer's use of the Services in violation of these Terms.

10A Data Handling and Security

10A.1 Privacy Policy. Provider's collection, use, and disclosure of information in connection with the Services is described in the Privacy Policy available at https://casebridge-legal.com/privacy-policy.html, which is incorporated herein by reference.

10A.2 Telemetry Data. The Services may collect pseudonymized usage telemetry, performance metrics, and billing data ("Telemetry Data"). Telemetry Data does not include Protected Health Information, Customer Data, or any personally identifiable information derived from medical records. Customer may disable telemetry collection through the Software's Settings panel.

10A.3 Security Incident Notification. In the event Provider becomes aware of a Security Incident (any unauthorized access to, acquisition of, or disclosure of Customer Data or PHI in Provider's possession or control), Provider shall notify Customer without unreasonable delay and in no event later than seventy-two (72) hours after confirmation of the incident. Notification shall include, to the extent known: (a) the nature of the incident; (b) the categories and approximate number of records affected; (c) the measures taken or proposed to address the incident; and (d) a point of contact for further information.

10A.4 Sub-Processors. Provider may use third-party sub-processors to provide portions of the Services. A current list of sub-processors is available upon request. Provider shall notify Customer at least thirty (30) days in advance of any material change to its sub-processors.

10A.5 Service Levels. The Services are provided without any guaranteed service level, uptime commitment, or availability warranty. Provider shall use commercially reasonable efforts to maintain the availability of cloud-based features. Separate service level agreements may be available for Pro-tier customers upon request.

11 Termination

11.0 Termination for Convenience. Either party may terminate these Terms for any reason or no reason by providing thirty (30) days' prior written notice to the other party. Upon termination for convenience by Customer, no refund of prepaid fees shall be due unless otherwise specified in the applicable order form or EULA.

11.0A Package and Quoted-Order Termination. A Case Package may be cancelled by either party effective at the end of the current billing month under Section 2A.2; fees for the current month are not refunded, and cases remaining in that month may be used until it ends. A quoted order ends as stated in the quote. When a Subscription ends for any reason: any access issued under Section 2.1 terminates; unused package cases lapse; fees incurred through the end date remain payable; and work products already delivered remain Customer's to use. Provider will make Customer's records and work products in the Enclave available for export for thirty (30) days after termination before deleting them under Section 11.3.

11.1 Termination for Cause. Either party may terminate these Terms for material breach by providing thirty (30) days written notice to the other party, specifying the nature of the breach. The breaching party shall have thirty (30) days from receipt of such notice to cure the breach. If the breach is not cured within the cure period, these Terms shall terminate automatically at the end of such period.

11.2 Immediate Termination by Provider. Notwithstanding Section 11.1, Provider may terminate these Terms and your access to the Services immediately upon written notice if you:

• Engage in license key misuse, including sharing, distributing, or using license keys in excess of your authorized allocation;
• Circumvent, disable, or interfere with any security controls, license validation mechanisms, or technical protection measures;
• Fail to execute or maintain a required Business Associate Agreement when processing PHI through the Services;
• Engage in any activity that poses an imminent threat to the security, integrity, or availability of the Services or other customers' data.

11.3 Effect of Termination. Upon termination or expiration of these Terms, regardless of the reason:

• Your license to access and use the Services shall be immediately revoked, and you must cease all use of the software, except that a perpetual Pro license under Section 2.2 survives termination of these Terms as provided in the EULA;
• You are solely responsible for exporting and backing up all Customer Data prior to termination. Provider shall have no obligation to maintain or provide Customer Data after termination;
• Upon your written request submitted within thirty (30) days of termination, Provider shall securely delete all Customer Data in its possession or control, and shall provide written confirmation of such deletion;
• All provisions of these Terms that by their nature should survive termination shall survive, including but not limited to Sections 2A.7, 2B.2 through 2B.4, 5, 6, 7, 8, 8A, 9, 10, 10A, 12, and 13.

12 Governing Law and Dispute Resolution

12.1 Governing Law. These Terms shall be governed by, and construed in accordance with, the laws of the Commonwealth of Virginia, United States of America, without regard to its conflict of law principles.

12.2 Exclusive Venue. Subject to the dispute resolution procedures set forth below, the parties consent to the exclusive personal jurisdiction and venue of the state and federal courts of competent jurisdiction in or serving the City of Falls Church, Virginia for any action or proceeding arising out of or relating to these Terms.

12.3 Mediation. Any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall first be submitted to good-faith mediation. The parties shall attempt to resolve the dispute through mediation for a period of thirty (30) days following written notice of the dispute from one party to the other. Each party shall bear its own costs in connection with the mediation.

12.4 Binding Arbitration. If the dispute is not resolved through mediation within the thirty (30) day period, either party may submit the dispute to final and binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall take place in the City of Falls Church, Virginia. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

12.5 Injunctive Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information.

13 Miscellaneous

13.1 Entire Agreement. These Terms, together with the End User License Agreement (EULA v4.0), any executed Business Associate Agreement ("BAA"), the pricing page incorporated by Section 2A.1, and any written order confirmed by Provider, constitute the entire agreement between you and Provider with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, proposals, negotiations, representations, and communications, whether oral or written.

13.2 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 remain in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the parties.

13.3 No Waiver. The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms must be in writing and signed by the waiving party to be effective.

13.4 Assignment. Customer may not assign or transfer these Terms, or any rights or obligations hereunder, in whole or in part, without the prior written consent of Provider. Any purported assignment in violation of this Section shall be void. Provider may freely assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.

13.5 Force Majeure. Neither party shall be liable for any delay or failure to perform its obligations under these Terms (other than payment obligations) to the extent that such delay or failure is caused by events beyond its reasonable control, including but not limited to natural disasters, acts of government, epidemics, pandemics, civil unrest, war, terrorism, internet outages, power failures, or acts of God.

13.6 Notices. All notices required or permitted under these Terms shall be in writing and shall be deemed duly given when sent via email to the email addresses on file for each party. Notices to Provider shall be sent to dan.direnfeld@aiproductivity.dev. Notices to Customer shall be sent to the email address associated with Customer's account.

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MedRecords AI is a trademark of Productivity AI, LLC.