1. Acceptance and Scope
These Terms of Service (“Terms”) are a binding agreement between The Biogenesys Health Tech LLC, doing business as BIOD (“BIOD,” “we,” “us,” or “our”), and the individual or organization that accesses or uses biod.ai, med.biod.ai, or related BIOD services (the “Services”).
By accessing the Services, creating an account, or clicking to accept these Terms, you agree to these Terms. If you use the Services on behalf of a clinic, practice, healthcare organization, or other entity, you represent that you have authority to bind that entity, and “you” includes that entity.
2. Eligibility and Professional Use
The authenticated BIOD clinical platform is intended for healthcare professionals and authorized workforce members who are at least 18 years old. You may use clinical functionality only within the scope of your professional role, licensure, authorization, and applicable law.
BIOD is not intended for unsupervised consumer self-diagnosis, self-treatment, emergency care, or use by an unauthorized person to practice medicine or another regulated health profession.
3. Relationship to Customer Agreements and BAA
If your organization has entered into a Master Services Agreement, Order Form, Pilot Agreement, Data Processing Agreement, Business Associate Agreement, or other written agreement with BIOD, those agreements are incorporated as applicable and govern the Services covered by them.
If these Terms conflict with a signed customer agreement, the signed customer agreement controls for the subject matter of that conflict. If a BAA applies, the BAA controls with respect to PHI privacy, security, permitted uses and disclosures, and breach-notification obligations.
4. Nature of the Service
BIOD is a clinical intelligence and workflow platform designed to help healthcare professionals organize and synthesize fragmented clinical information. Depending on the enabled features, BIOD may support patient context, laboratory ingestion and normalization, longitudinal biomarkers, pattern detection, clinical hypotheses, supporting and conflicting evidence, missing-data identification, prioritized next steps, clinical documentation, orders, prescriptions, referrals, encounter summaries, and follow-up workflows.
Features may vary by account, customer configuration, product tier, region, integration availability, and development stage.
5. Accounts and Security
You must provide accurate account information and keep it current. You are responsible for maintaining the confidentiality of your credentials and for activity performed through your account, except to the extent caused by BIOD’s breach of these Terms or applicable law.
You may not share credentials, allow unauthorized persons to use your account, circumvent access controls, or access another user’s or customer’s data without authorization. You must promptly notify BIOD if you know or suspect that credentials, devices, or accounts have been compromised.
6. Your Responsibilities
You are responsible for:
- using the Services only for lawful, authorized professional purposes;
- maintaining all licenses, registrations, authorizations, patient consents, notices, and permissions required for your clinical activities and for the information you submit;
- ensuring that you have legal authority to provide Customer Data and PHI to BIOD;
- reviewing, verifying, and exercising independent professional judgment over BIOD outputs before relying on or acting on them;
- confirming patient identity, data provenance, medication and allergy information, test orders, prescriptions, referrals, and other clinically consequential information;
- complying with minimum-necessary principles and your organization’s privacy and security policies;
- obtaining any consent required for audio recording, transcription, messaging, or other encounter functionality; and
- using appropriate secure channels when transmitting clinical information.
7. Clinical Decision Support and AI Outputs
BIOD may generate, rank, summarize, or display clinical hypotheses, patterns, alerts, evidence, recommendations for further information, documentation drafts, or workflow suggestions. These outputs may be incomplete, inaccurate, outdated, or inappropriate for a particular patient or clinical context.
BIOD does not replace a clinician’s training, examination, judgment, duty of care, or responsibility to verify information. You must independently review clinically material outputs before confirming, signing, ordering, prescribing, referring, documenting, communicating, or otherwise acting on them.
Unless BIOD expressly identifies a specific feature as authorized for a particular regulatory use, nothing in these Terms represents that BIOD is cleared or approved by the U.S. Food and Drug Administration for an autonomous diagnostic or treatment function.
BIOD is not an emergency service. Do not use BIOD as a substitute for 911, emergency medical services, or other emergency response.
8. Orders, Prescriptions, Referrals, and Third-Party Workflows
Where enabled, BIOD may support clinician-controlled workflows for laboratory orders, printable orders, prescriptions, referrals, documentation, and follow-up. You remain responsible for deciding whether an action is clinically appropriate, lawful, complete, and authorized.
Some actions may depend on pharmacies, laboratories, EHRs, payment processors, communications providers, or other third parties. Those third parties may have their own terms, privacy practices, availability, and requirements, and BIOD is not responsible for their independent acts or omissions except as required by applicable law or contract.
9. Customer Data, PHI, and Data Rights
As between BIOD and the applicable customer, the customer retains its rights in data submitted to the Services (“Customer Data”), subject to the licenses necessary for BIOD to provide, secure, maintain, support, and improve the Services as permitted by the applicable agreement.
When Customer Data includes PHI and a BAA applies, BIOD may use and disclose that PHI only as permitted by the BAA, customer agreement, authorized customer instructions, and applicable law.
BIOD does not sell PHI, use PHI for targeted advertising or data brokerage, use identifiable PHI to create unrelated cross-customer profiles, or use PHI to train or improve a general-purpose or cross-customer model by default. Secondary use involving PHI requires proper de-identification or separate written authorization and legal basis as described in the applicable BAA and customer agreement.
Data export, return, retention, and destruction are governed by the applicable customer agreement, BAA, product functionality, customer instructions, and law. BIOD will provide reasonable assistance with return or export of Customer Data where required by those agreements.
10. Prohibited Uses
You may not:
- use the Services for unlawful, fraudulent, abusive, discriminatory, or unauthorized purposes;
- use BIOD to make autonomous clinical decisions without appropriate professional review;
- submit patient information without lawful authority or required consent;
- attempt to gain unauthorized access to accounts, systems, data, source code, models, or security controls;
- probe, scan, test, or circumvent security or rate limits except under a BIOD-authorized security program;
- introduce malware, destructive code, automated abuse, or other harmful material;
- reverse engineer, decompile, copy, scrape, or extract protected software, models, prompts, or system logic except where such restriction is prohibited by law;
- resell, sublicense, or provide the Services to unauthorized third parties unless BIOD has agreed in writing; or
- use the Services in a manner that materially interferes with performance, security, availability, or the rights of others.
11. Free Trial and Paid Plans
Eligible users may receive a three-month free access period or another trial period communicated by BIOD. Trial eligibility, features, limits, and support may vary.
BIOD may contact trial users to support onboarding, understand product fit, and discuss commercial plans. Any paid plan, price, billing frequency, renewal term, cancellation terms, and taxes will be disclosed before you affirmatively purchase or sign a paid subscription or Order Form. These Terms do not by themselves authorize BIOD to charge you for a paid plan.
BIOD may limit or end a trial for abuse, security risk, unlawful use, or material violation of these Terms.
12. Intellectual Property
BIOD and its licensors own the Services, software, user interface, models, workflows, documentation, trademarks, service marks, and other BIOD technology and content, excluding Customer Data and third-party materials.
Subject to these Terms and any applicable customer agreement, BIOD grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Services during the applicable subscription or trial term solely for authorized professional purposes.
BIOD®, Biod.ai®, and associated logos and branding are protected intellectual property. No trademark license is granted except as necessary to identify the Services.
13. Feedback
If you voluntarily provide suggestions, ideas, or product feedback that do not contain Customer Confidential Information or PHI, you grant BIOD a worldwide, perpetual, irrevocable, royalty-free right to use that feedback to improve and develop its products and services. This does not authorize BIOD to use PHI contrary to a BAA or customer agreement.
14. Third-Party Services
The Services may link to, interoperate with, or depend on third-party services. BIOD does not control independent third-party services and is not responsible for their content, availability, security, or privacy practices except to the extent BIOD has contractual or legal responsibility for a subprocessor or integration.
15. Availability, Changes, and Beta Features
BIOD may modify, improve, add, remove, or discontinue features from time to time. We may perform maintenance or experience downtime. We do not guarantee uninterrupted availability unless a written service-level commitment applies.
Beta, preview, pilot, experimental, or newly released features may change more frequently and may be subject to additional limitations or terms.
16. Confidentiality
Where BIOD and a customer have a separate confidentiality agreement, MSA, pilot agreement, or BAA, that agreement governs confidential information within its scope. You must protect non-public BIOD information made available to you and use it only as authorized.
17. Disclaimers
TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT FOR EXPRESS WARRANTIES IN A SIGNED CUSTOMER AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” BIOD DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
BIOD DOES NOT WARRANT THAT THE SERVICES OR AI-GENERATED OUTPUTS WILL BE ERROR-FREE, COMPLETE, CURRENT, UNINTERRUPTED, OR SUITABLE FOR EVERY PATIENT, CLINICAL CONTEXT, WORKFLOW, OR REGULATORY USE. CLINICAL USERS MUST REVIEW AND VERIFY MATERIAL OUTPUTS.
18. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER BIOD NOR ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, OR LOSS OF DATA, ARISING OUT OF OR RELATED TO THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT FOR LIABILITY THAT CANNOT LAWFULLY BE LIMITED, BIOD’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE TO BIOD FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, OR $100 IF NO FEES WERE PAID. A SIGNED CUSTOMER AGREEMENT MAY PROVIDE DIFFERENT LIMITS, AND IF SO THAT AGREEMENT CONTROLS.
19. Indemnification
To the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless BIOD and its affiliates, officers, employees, and agents from third-party claims, damages, losses, and reasonable costs arising from your unlawful or unauthorized use of the Services, your material breach of these Terms, or your submission of data without required rights or authorization.
This section does not apply to the extent a signed customer agreement provides different indemnification obligations.
20. Suspension and Termination
BIOD may suspend or limit access when reasonably necessary to address security threats, unlawful use, unauthorized access, material violations, nonpayment under an applicable paid agreement, or risk to patients, customers, BIOD, or third parties.
You may stop using the Services at any time, subject to any subscription, Order Form, MSA, BAA, data-retention, and termination obligations that apply. Upon termination, rights to use the Services end, but provisions that by their nature should survive will survive, including intellectual property, confidentiality, disclaimers, limitations of liability, indemnification, and governing-law provisions.
21. Governing Law and Venue
Unless a signed customer agreement states otherwise, these Terms are governed by the laws of the State of Florida, without regard to conflict-of-law rules. Subject to any mandatory law, the state and federal courts located in Miami-Dade County, Florida will have exclusive jurisdiction over disputes arising out of or relating to these Terms.
22. Changes to These Terms
We may update these Terms from time to time. We will post the revised Terms with a new effective date and provide additional notice when required by law or when a material change requires affirmative acceptance.
23. General Terms
If any provision of these Terms is held unenforceable, the remaining provisions remain in effect. A failure to enforce a provision is not a waiver. You may not assign these Terms without BIOD’s written consent, except where applicable law permits; BIOD may assign these Terms in connection with a merger, reorganization, financing, acquisition, or sale of substantially all relevant assets. These Terms, together with any applicable customer agreements, form the agreement between the parties concerning their subject matter.
24. Contact
The Biogenesys Health Tech LLC
2000 North Bayshore Drive, Suite 1202, Miami, Florida 33137, United States
Email: contact@biod.ai