Terms and Conditions of Service

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.

BY CLICKING "I AGREE," ACCESSING, OR USING ANY PART OF THE FEATHER AI SERVICE (DEFINED BELOW), YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THESE TERMS AND CONDITIONS, INCLUDING THE BUSINESS ASSOCIATE AGREEMENT (SECTION 11) AND THE ARBITRATION CLAUSE (SECTION 15). IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT ACCESS OR USE THE SERVICE.

These Terms and Conditions of Service ("Terms") constitute a legally binding agreement between you ("User," "Customer," or "you") and Feather AI, Inc. ("Feather AI," "we," "us," or "our"). These Terms govern your access to and use of Feather AI's HIPAA-compliant ChatGPT product and related services (collectively, the "Service").

1. Acceptance of Terms

By creating an account, clicking "I Agree," or otherwise accessing or using the Service, you represent and warrant that you are at least 18 years of age, legally capable of entering into a binding agreement, and that you have the authority to bind any entity on whose behalf you are using the Service. If you are using the Service on behalf of a healthcare organization, you represent that you are an authorized representative of that organization and that you have the authority to bind that organization to these Terms.

2. The Feather AI Service

Feather AI provides an AI-powered conversational platform designed for use by healthcare professionals for specific, permissible purposes. The Service is intended to assist healthcare professionals by providing information, generating text, and aiding in tasks as described in the Service documentation, subject to the limitations set forth herein.

IMPORTANT: The Service is a tool to assist qualified healthcare professionals and is not a substitute for professional medical judgment, diagnosis, treatment, or advice. You, the healthcare professional, are solely responsible for all patient care decisions, medical advice, and diagnoses.

3. Account Registration and Security

3.1 To access and use the Service, you must register for an account and provide accurate, current, and complete information as requested during the registration process.

3.2 You are responsible for maintaining the confidentiality of your account login credentials and are solely responsible for all activities that occur under your account.

3.3 You agree to notify Feather AI immediately of any unauthorized use of your account or any other breach of security. Feather AI will not be liable for any loss or damage arising from your failure to comply with this section.

3.4 You agree that all information you provide to Feather AI will be true, accurate, current, and complete, and you will update such information as necessary to keep it accurate.

4. Permitted Use and Restrictions

4.1 Permitted Use: You may use the Service only for lawful purposes and in accordance with these Terms, including the Business Associate Agreement (Section 11). You agree to use the Service exclusively for professional healthcare-related tasks that are compliant with all applicable laws, regulations, professional standards, and ethical guidelines.

4.2 Prohibited Uses: You agree not to:

• Use the Service for any unlawful, fraudulent, or malicious purpose.
• Use the Service in any manner that could damage, disable, overburden, or impair Feather AI's servers or networks.
• Attempt to gain unauthorized access to any accounts, computer systems, or networks connected to Feather AI.
• Use the Service to generate, transmit, or store any content that is infringing, libelous, defamatory, obscene, pornographic, abusive, or otherwise objectionable.
• Use the Service to solicit personal information from minors.
• Use the Service to train other AI models or similar technologies without explicit written consent from Feather AI.
• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying algorithms of the Service.
• Introduce viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Impersonate or attempt to impersonate Feather AI, a Feather AI employee, another user, or any other person or entity.
• Engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Service, or which, as determined by us, may harm Feather AI or users of the Service or expose them to liability.

5. Intellectual Property Rights

5.1 Service IP: All rights, title, and interest in and to the Service, including all intellectual property rights (e.g., copyrights, patents, trademarks, trade secrets) in the software, algorithms, designs, graphics, and any underlying technology, are and will remain the exclusive property of Feather AI and its licensors.

5.2 Feedback: If you provide any suggestions, comments, or other feedback relating to the Service ("Feedback"), you agree that Feather AI may use such Feedback without restriction or obligation to you, and you hereby assign to Feather AI all right, title, and interest in and to such Feedback.

5.3 User Content/Inputs: You retain ownership of all text, data, audio, video, images, or other content that you input or upload to the Service ("User Inputs"). You grant Feather AI a limited, non-exclusive, worldwide, royalty-free license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such User Inputs solely for the purpose of providing, maintaining, and improving the Service to you, and as otherwise permitted by the Business Associate Agreement (Section 11).

6. Confidentiality (General Business Information)

6.1 Definition: "Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), whether directly or indirectly, in writing, orally, or by inspection of tangible objects, which is designated as "confidential" or "proprietary" or which, by the nature of the circumstances surrounding disclosure, ought to be treated as confidential. For clarity, PHI is covered by the Business Associate Agreement (Section 11) and is not subject to the general confidentiality terms of this Section 6 to the extent the terms of Section 11 conflict.

6.2 Obligations: The Receiving Party will use the Disclosing Party's Confidential Information solely for the purpose of fulfilling its obligations under these Terms. The Receiving Party will not disclose, or permit the disclosure of, the Disclosing Party's Confidential Information to any third party, except as permitted by these Terms or required by law. The Receiving Party will take reasonable measures to protect the secrecy of and avoid unauthorized use or disclosure of the Disclosing Party's Confidential Information, at least as stringent as those measures it takes to protect its own similar confidential information.

7. Fees and Payment

7.1 Access to certain features of the Service may require payment of fees. You agree to pay all applicable fees as described on Feather AI's pricing page or at the point of purchase.

7.2 All fees are non-refundable unless otherwise expressly stated by Feather AI or required by applicable law.

7.3 You authorize Feather AI and its third-party payment processors to charge your designated payment method for all applicable fees.

7.4 Feather AI reserves the right to change its fees upon prior notice. Your continued use of the Service after such notice constitutes your acceptance of the new fees.

8. Disclaimers

8.1 NO MEDICAL ADVICE: THE SERVICE IS A TECHNOLOGY TOOL AND IS NOT INTENDED TO PROVIDE MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. FEATHER AI IS NOT ENGAGED IN THE PRACTICE OF MEDICINE. YOUR USE OF THE SERVICE DOES NOT CREATE A PHYSICIAN-PATIENT RELATIONSHIP. YOU ARE SOLELY RESPONSIBLE FOR ALL PATIENT CARE DECISIONS AND FOR COMPLYING WITH ALL APPLICABLE LAWS, REGULATIONS, AND PROFESSIONAL OBLIGATIONS.

8.2 ACCURACY OF AI OUTPUTS: THE SERVICE UTILIZES ARTIFICIAL INTELLIGENCE, WHICH MAY GENERATE INACCURATE, INCOMPLETE, OR OFFENSIVE OUTPUTS. WHILE FEATHER AI STRIVES TO IMPROVE ACCURACY, WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, RELIABILITY, SUITABILITY, OR AVAILABILITY OF THE SERVICE OR ANY OUTPUT GENERATED BY THE SERVICE. YOU MUST INDEPENDENTLY VERIFY ALL INFORMATION AND OUTPUTS FROM THE SERVICE BEFORE RELYING ON THEM, ESPECIALLY IN CLINICAL SETTINGS.

8.3 SERVICE "AS IS": THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.

8.4 Feather AI does not warrant that the Service will be uninterrupted, secure, or error-free, that defects will be corrected, or that the Service is free of viruses or other harmful components.

9. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FEATHER AI, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICE, EVEN IF FEATHER AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL FEATHER AI'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU TO FEATHER AI FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR ONE HUNDRED U.S. DOLLARS ($100), WHICHEVER IS GREATER.

10. Indemnification

You agree to defend, indemnify, and hold harmless Feather AI, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

• Your violation of these Terms or your use of the Service, including, but not limited to, your User Inputs.
• Your negligence or willful misconduct.
• Your violation of any applicable law or regulation, including, without limitation, HIPAA.
• Your breach of any representation or warranty made by you herein.

11. BUSINESS ASSOCIATE AGREEMENT (BAA)

This Business Associate Agreement ("BAA") is entered into by and between you (the "Covered Entity" or "Business Associate" as defined below) and Feather AI, Inc. ("Business Associate" for purposes of this BAA). This BAA is an integral part of and is incorporated into the Feather AI Terms and Conditions of Service.

11.1 Definitions

For purposes of this BAA, terms not otherwise defined shall have the meaning given to them in the Health Insurance Portability and Accountability Act of 1996, as amended, including the Health Information Technology for Economic and Clinical Health Act (HITECH Act), and their implementing regulations (collectively, "HIPAA").

• "Covered Entity": Shall have the meaning given to such term in HIPAA.
• "Business Associate": For purposes of this BAA, Feather AI is the Business Associate. If you are a Business Associate of a Covered Entity, then for purposes of this BAA, you are the Covered Entity and Feather AI is your Business Associate.
• "Protected Health Information" (PHI): Shall have the meaning given to such term in HIPAA, limited to the PHI transmitted to or created or received by Feather AI on behalf of your Covered Entity.
• "Service": Refers to the Feather AI product and services provided to you under the Terms and Conditions of Service.

11.2 Obligations of Feather AI (as Business Associate)

Feather AI agrees to:

• a. Uses and Disclosures: Not use or disclose PHI other than as permitted or required by this BAA or as required by law.
• b. Safeguards: Implement appropriate administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the PHI that it creates, receives, maintains, or transmits on behalf of your Covered Entity, in accordance with the HIPAA Security Rule. This includes, without limitation, maintaining a robust information security program as outlined by our Head of Security, Sokratis Vidros.
• c. Reporting Security Incidents & Breaches: Report to your Covered Entity any Security Incident (as defined in HIPAA) of which it becomes aware within a reasonable timeframe, without unreasonable delay and in no event later than 30 calendar days from discovery. Feather AI will report any Breach of Unsecured PHI (as defined in HIPAA) to the Covered Entity without unreasonable delay and in no event later than 60 calendar days after discovery of a Breach.
• d. Subcontractors: Ensure that any agents, including subcontractors, to whom Feather AI provides PHI received from, or created or received by Feather AI on behalf of, your Covered Entity, agree to the same restrictions and conditions that apply to Feather AI under this BAA.
• e. Access to PHI: Make available PHI to your Covered Entity or, as directed by your Covered Entity, to an Individual, as necessary to satisfy your Covered Entity's obligations under HIPAA (e.g., 45 CFR 164.524).
• f. Amendments to PHI: Make available PHI for amendment and incorporate any amendments to PHI as directed by your Covered Entity or an Individual, as necessary to satisfy your Covered Entity's obligations under HIPAA (e.g., 45 CFR 164.526).
• g. Accounting of Disclosures: Make available to your Covered Entity the information required to provide an accounting of disclosures of PHI, as necessary to satisfy your Covered Entity's obligations under HIPAA (e.g., 45 CFR 164.528).
• h. Internal Practices, Books, and Records: Make its internal practices, books, and records relating to the use and disclosure of PHI available to the Secretary of Health and Human Services for purposes of determining compliance with HIPAA.
• i. Mitigation: Mitigate, to the extent practicable, any harmful effect that is known to Feather AI of a use or disclosure of PHI by Feather AI in violation of the requirements of this BAA.
• j. Return or Destruction of PHI: Upon termination of the Terms of Service, if feasible, return or destroy all PHI received from, or created or received by Feather AI on behalf of, your Covered Entity that Feather AI still maintains in any form. Feather AI will retain no copies of the PHI. If such return or destruction is not feasible, Feather AI will extend the protections of this BAA to such PHI and limit further uses and disclosures to those purposes that make the return or destruction of the PHI infeasible.

11.3 Obligations of You (as Covered Entity/Business Associate)

You agree to:

• a. Permitted Disclosures: Only disclose PHI to Feather AI that is necessary for Feather AI to perform its services for you.
• b. Lawful Basis: Ensure that you have a lawful basis (e.g., treatment, payment, healthcare operations, patient authorization) for disclosing PHI to Feather AI.
• c. Minimum Necessary: Limit the PHI provided to Feather AI to the "minimum necessary" required for the intended purpose.
• d. Notice of Restrictions: Notify Feather AI of any limitation(s) in your notice of privacy practices under 45 CFR 164.520, to the extent that such limitation may affect Feather AI's use or disclosure of PHI.
• e. Notice of Changes: Notify Feather AI of any changes in, or revocation of, permission by an Individual to use or disclose PHI, to the extent that such changes may affect Feather AI's use or disclosure of PHI.
• f. Notice of Restrictions: Notify Feather AI of any restriction to the use or disclosure of PHI that you have agreed to in accordance with 45 CFR 164.522, to the extent that such restriction may affect Feather AI's use or disclosure of PHI.
• g. Compliance with HIPAA: Remain solely responsible for your own compliance with HIPAA and all other applicable laws and regulations regarding the privacy and security of PHI.

11.4 Permitted Uses and Disclosures by Feather AI

Feather AI may use or disclose PHI:

• a. To perform functions, activities, or services for, or on behalf of, your Covered Entity as specified in the Terms and Conditions of Service, provided that such use or disclosure would not violate HIPAA if done by your Covered Entity.
• b. For the proper management and administration of Feather AI, or to carry out its legal responsibilities, provided that such disclosures are required by law or Feather AI obtains reasonable assurances that the information will remain confidential and will be used or further disclosed only as required by law or for the purpose for which it was disclosed to Feather AI.
• c. To provide data aggregation services relating to the health care operations of your Covered Entity.
• d. To de-identify PHI in accordance with 45 CFR 164.514(b), such that the de-identified information is no longer PHI. Feather AI may use and disclose such de-identified information for any lawful purpose.

11.5 Term and Termination

This BAA is effective upon your acceptance of these Terms and continues until the termination of your use of the Service. Upon termination, Feather AI's obligations with respect to PHI shall be as set forth in Section 11.2(j).

11.6 No Third-Party Beneficiaries

Nothing in this BAA shall be construed to create any rights or remedies for any third party, including any individual patient, other than the parties to this BAA.

12. Term and Termination

12.1 These Terms commence upon your acceptance and continue until terminated as set forth herein.

12.2 Termination by You: You may terminate your account at any time by following the instructions within the Service. Upon termination, you remain responsible for any fees incurred prior to termination.

12.3 Termination by Feather AI: Feather AI may terminate or suspend your access to all or part of the Service immediately, without prior notice or liability, if you breach any of these Terms, including, but not limited to, the payment terms or the Business Associate Agreement. Feather AI may also terminate or suspend the Service for business or operational reasons at its sole discretion, with reasonable prior notice where practicable.

12.4 Effect of Termination: Upon termination, all rights and licenses granted to you hereunder will immediately cease. All sections of these Terms that by their nature should survive termination, including, without limitation, intellectual property, disclaimers, limitations of liability, indemnification, and dispute resolution, will survive termination.

13. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

14. Dispute Resolution – Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS.

14.1 Any dispute or claim arising out of or relating to these Terms or the Service shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules, and, where appropriate, the Supplementary Procedures for Consumer-Related Disputes, excluding any rules or procedures governing or permitting class actions.

14.2 The arbitration will be conducted by a single arbitrator. The arbitration will take place in San Francisco, California, unless otherwise agreed by the parties.

14.3 CLASS ACTION WAIVER: YOU AND FEATHER AI AGREE THAT EACH 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 OR REPRESENTATIVE PROCEEDING.

14.4 Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This arbitration clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

15. Miscellaneous

15.1 Entire Agreement: These Terms, together with the Privacy Policy and any other documents explicitly incorporated by reference, constitute the entire agreement between you and Feather AI concerning the Service.

15.2 Severability: If any provision of these Terms is found to be invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.

15.3 Waiver: No waiver of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Feather AI to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

15.4 Assignment: You may not assign or transfer your rights or obligations under these Terms without the prior written consent of Feather AI. Feather AI may assign its rights and obligations under these Terms to any party at any time without notice to you.

15.5 Force Majeure: Feather AI shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, without limitation, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

15.6 Contact Information: If you have any questions about these Terms, please contact Feather AI at support@askfeather.com