Last Modified: August 14, 2026
These Terms of Use (these “Terms”) govern access to and use of the websites, software, applications, artificial intelligence features, and other services provided by ParchmentAI LLC (“ParchmentAI,” “we,” “us,” or “our”).
Please read these Terms carefully. By creating an account, accessing or using the Services, purchasing a subscription, or otherwise indicating acceptance of these Terms, you agree to be bound by them.
1. Acceptance and Scope
1.1 Agreement
These Terms are entered into between ParchmentAI LLC and the person or organization accessing or using the Services (“Customer”).
If you access or use the Services on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms. In that case, “Customer” refers to that organization.
Individuals authorized by Customer to access or use the Services are referred to as “Users.” Customer is responsible for its Users’ compliance with these Terms.
1.2 Services
These Terms govern Customer’s access to and use of:
(a) the ParchmentAI website at parchment-ai.com and related ParchmentAI websites (the “Website”);
(b) the ParchmentAI application at parchmentai.app and related ParchmentAI application interfaces (the “Platform”); and
(c) the software, artificial intelligence functionality, document-processing functionality, templates, sanitization tools, integrations, APIs, and other products and services ParchmentAI makes available through the Website or Platform.
Collectively, these are the “Services.”
1.3 Additional Agreements
Certain Services may also be governed by an order form, statement of work, Business Associate Agreement, enterprise agreement, or other written agreement accepted by Customer and ParchmentAI.
An “Order Form” means an ordering document, checkout selection, quote, statement of work, or similar written or electronic agreement specifying particular Services, pricing, subscription terms, or other commercial terms.
The order of precedence among these Terms and any applicable Order Form, BAA, or other written agreement is governed by Section 24.9.
2. Eligibility
2.1 Age
Users must be at least eighteen (18) years old and legally capable of entering into a binding agreement.
2.2 Authority
Customer represents that:
(a) it has full authority to enter into these Terms;
(b) its Users are authorized to use the Services on its behalf; and
(c) its use of the Services will comply with applicable laws and professional obligations.
3. Accounts and Authorized Users
3.1 Account Registration
Customer may be required to create an account to access some or all of the Services.
Customer agrees to provide accurate, current, and complete account information and to keep that information reasonably current.
3.2 Account Security
Customer and its Users are responsible for maintaining the confidentiality of their login credentials and for activity occurring through their accounts.
Customer shall promptly notify ParchmentAI at inquiries@parchment-ai.com if it becomes aware of unauthorized access to an account or credentials.
Customer and its Users may not share individual login credentials or otherwise circumvent applicable Seat, User, account, subscription, or usage limits.
3.3 Authorized Users
Customer is responsible for all use of the Services by its Users and for ensuring that each User is authorized to access and use the Services on Customer’s behalf.
Customer is responsible for determining and administering appropriate access to Configuration Data, account settings, and other functionality made available through the Services.
Customer shall ensure that its Users access and use information through the Services only as authorized by Customer and applicable law.
3.4 Administrators
Where Customer designates one or more account administrators, those administrators may manage Users, permissions, Configuration Data, and other aspects of Customer’s account.
Customer is responsible for the actions of its administrators and for determining the appropriate permissions granted to each User.
4. Plans, Subscriptions, and Payment
4.1 Free and Paid Services
ParchmentAI may offer free plans, trials, paid subscription plans, enterprise plans, professional services, or other offerings.
The functionality, features, usage limits, pricing, and eligibility requirements applicable to each offering will be described on the Website, in the Platform, at checkout, or in an applicable Order Form.
ParchmentAI may add, modify, replace, limit, or discontinue plans, features, functionality, usage limits, and eligibility requirements from time to time, subject to any express commitments in an applicable Order Form or other written agreement.
4.2 Fees
Customer agrees to pay all fees applicable to the Services it purchases.
Unless otherwise stated in an Order Form or at checkout, fees are charged in advance for the applicable billing period.
ParchmentAI may change its pricing from time to time. Pricing changes may apply to new purchases and subsequent subscription renewals but will not change fees already paid for a current prepaid subscription period, unless otherwise agreed in writing.
4.3 Recurring Subscriptions
If Customer purchases an automatically renewing subscription, the subscription will renew for successive billing periods unless Customer cancels it before the applicable renewal date.
The billing frequency and applicable renewal terms will be disclosed at checkout or in the applicable Order Form.
4.4 Seats
A “Seat” means a subscription entitlement that permits one authorized User to access and use the applicable Services.
Customer may purchase one or more Seats for its Users. Customer may not assign access to more Users than the number of Seats Customer has purchased.
Unless otherwise specified by ParchmentAI, Customer may reassign a Seat from one User to another, but a Seat may not be shared by multiple Users.
4.5 Cancellation
Customer may cancel a subscription through the functionality ParchmentAI provides for that purpose or by contacting ParchmentAI.
Unless otherwise stated at purchase or required by applicable law, cancellation takes effect at the end of the then-current paid subscription period and fees already paid are non-refundable.
4.6 Taxes
Fees do not include taxes unless expressly stated otherwise. Customer is responsible for applicable sales, use, excise, value-added, and similar taxes associated with its purchase of the Services, excluding taxes based on ParchmentAI’s net income.
4.7 Nonpayment
ParchmentAI may suspend or restrict access to paid Services if amounts due remain unpaid after reasonable notice.
5. License to Use the Services
5.1 Customer License
Subject to these Terms and payment of applicable fees, ParchmentAI grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to permit its authorized Users, up to the number of Seats purchased by Customer, to access and use the Services for Customer’s lawful internal business and professional purposes.
Each User must access the Services through that User’s own account and credentials and must be assigned a valid Seat where a Seat is required for the applicable Services.
5.2 ParchmentAI Property
Except for Customer Data and other rights expressly granted to Customer under these Terms, ParchmentAI and its licensors retain all right, title, and interest in and to the Services, including:
(a) software and source code;
(b) models, algorithms, methods, and workflows;
(c) Website content;
(d) interfaces and designs;
(e) documentation;
(f) trademarks, logos, and branding; and
(g) improvements and derivative works of the foregoing.
No rights are granted except as expressly stated in these Terms.
5.3 Restrictions
Customer shall not, except to the extent expressly permitted by law:
(a) reverse engineer, decompile, disassemble, or attempt to derive source code, models, algorithms, methods, workflows, or non-public underlying components of the Services;
(b) reproduce, sell, resell, sublicense, distribute, or commercially exploit access to the Services except as expressly authorized by ParchmentAI;
(c) circumvent technical restrictions, access controls, Seat or User limits, subscription limits, usage limits, or security mechanisms;
(d) access the Services through automated means other than APIs, integrations, or automation functionality expressly made available or authorized by ParchmentAI;
(e) remove proprietary notices from the Services; or
(f) use ParchmentAI trademarks or branding in a manner that suggests sponsorship, endorsement, or affiliation without authorization.
6. Customer Data and Output
6.1 Client Data
“Client Data” means case-specific, client-specific, patient-specific, or other request-specific information processed through the Services in connection with a particular Customer request, including information submitted to the Services and information generated or returned by the Services in response to that information.
Client Data may include, but is not limited to:
(a) uploaded files;
(b) extracted content;
(c) prompts and instructions relating to a particular case or individual;
(d) clinical, assessment, report, or other case-specific information;
(e) dictation or other submitted content; and
(f) Output.
Client Data does not include Configuration Data.
6.2 Configuration Data
“Configuration Data” means information or content that Customer intentionally creates or saves persistently within the Services for purposes of configuring, customizing, or reusing the Services.
Configuration Data may include templates, reusable instructions, placeholder-based content, mappings, workflow configurations, preferences, and similar persistent configuration information.
Configuration Data does not include Client Data.
6.3 Customer Data
Client Data and Configuration Data are collectively referred to as “Customer Data.”
Customer Data does not include account, billing, administrative, technical, or usage information collected or generated by ParchmentAI in connection with establishing, operating, securing, or administering the Services.
6.4 Output
“Output” means text or other content generated by the Services in response to Client Data or Customer instructions.
Output forms part of Client Data for purposes of these Terms unless the context requires otherwise.
6.5 Ownership of Customer Data
As between Customer and ParchmentAI, Customer retains all rights, title, and interest it has in Customer Data.
ParchmentAI does not acquire ownership of Customer’s source files, Client Data, Configuration Data, templates, or other Customer Data merely because Customer uses the Services.
6.6 Ownership of Output
As between Customer and ParchmentAI, and to the extent permitted by applicable law, Customer owns Output generated for Customer through the Services.
To the extent ParchmentAI may have any right, title, or interest in such Output, ParchmentAI hereby assigns that right, title, and interest to Customer.
6.7 Limited Right to Process Customer Data
Customer authorizes ParchmentAI and its applicable service providers to process Customer Data solely as reasonably necessary to:
(a) provide the Services requested by Customer;
(b) operate and secure the Services;
(c) provide support authorized by Customer;
(d) comply with applicable law; and
(e) exercise rights expressly provided under these Terms or an applicable written agreement.
This authorization does not permit ParchmentAI to use Customer Data for general model training, advertising, or behavioral profiling. Materials separately and expressly provided or designated by Customer for custom model development or training are governed by Section 7.3 and any applicable Order Form or other written agreement.
7. Data Processing and Retention
7.1 Transient Processing of Client Data
Client Data is processed transiently and is retained only for the period reasonably necessary to perform the requested operation.
When Customer submits Client Data for processing through the Services, ParchmentAI may temporarily process such Client Data as necessary to perform the requested task. Client Data, including submitted content, extracted content, and AI-generated Output, is not persistently stored, except to the extent retention is required by applicable law.
ParchmentAI is not intended to serve as Customer’s system of record for Client Data. Customer is responsible for retaining its own copies of source records, Output, reports, and other information that Customer is required or wishes to preserve.
7.2 Configuration Data
Configuration Data may be persistently stored so that Customer can configure and reuse the Services.
Customer may modify or delete Configuration Data using functionality made available through the Services.
Configuration Data will be deleted following termination or deletion of Customer’s account, subject to reasonable operational processes and any retention required by applicable law.
7.3 No General AI Model Training
ParchmentAI does not use Client Data or Configuration Data to train or improve ParchmentAI’s general-purpose artificial intelligence or machine-learning models or third-party artificial intelligence or machine-learning models.
This restriction does not apply to materials that Customer separately and expressly provides or designates for custom model development or training pursuant to an applicable Order Form or other written agreement, subject to any applicable Business Associate Agreement.
7.4 No Content Analytics
ParchmentAI does not use the substantive contents of Client Data or Configuration Data for advertising, behavioral profiling, or product analytics.
7.5 Operational Metadata
ParchmentAI may collect and analyze non-content operational information regarding use of the Services, including feature usage, request timing, system performance, error information, security events, subscription information, and similar telemetry, to operate, secure, maintain, understand, and improve the Services.
Such operational metadata does not include the substantive contents of Client Data or Configuration Data.
7.6 Support Access
Authorized ParchmentAI personnel may access Configuration Data only where reasonably necessary to provide support requested by Customer, investigate security or operational issues, or administer the Services, subject to ParchmentAI’s confidentiality and security obligations.
Because Client Data is not persistently retained, it is not available for ordinary post-request support review.
7.7 Legal Preservation and Safety
ParchmentAI may use automated systems to detect security threats, abuse, fraud, unlawful activity, or violations of these Terms.
Nothing in these Terms requires ParchmentAI to delete information where applicable law requires its preservation, reporting, or disclosure.
Where legally required, ParchmentAI may preserve or disclose information relating to suspected unlawful content or activity.
8. Privacy
ParchmentAI’s Privacy Policy describes how ParchmentAI collects, uses, discloses, and otherwise processes personal information relating to Website visitors, Users, account administration, billing, communications, technical and usage information, and similar activities.
9. HIPAA Use
9.1 Business Associate Agreement Required
Customer shall not submit or transmit Protected Health Information (“PHI”), as defined under the Health Insurance Portability and Accountability Act and its implementing regulations (“HIPAA”), to ParchmentAI unless Customer and ParchmentAI have entered into an effective Business Associate Agreement (“BAA”) covering Customer’s use of the Services.
Free plans and trial plans are not eligible for PHI processing unless ParchmentAI expressly states otherwise and an effective BAA is in place.
9.2 BAA Controls
ParchmentAI’s processing of PHI on behalf of Customer is governed by the applicable BAA.
If these Terms conflict with the BAA concerning PHI or obligations under HIPAA, the BAA controls.
Except to the extent prohibited by applicable law or expressly modified by the BAA, the commercial and generally applicable provisions of these Terms, including disclaimers, limitations and exclusions of liability, governing law, and dispute-resolution provisions, apply to the BAA and to claims arising out of or relating to it.
10. Artificial Intelligence and Professional Use
10.1 AI-Generated Output
Customer understands that the Services use artificial intelligence and automated processing technologies.
Output may contain errors, omissions, incomplete information, unexpected results, or information that is inaccurate or unsuitable for Customer’s intended purpose.
ParchmentAI does not warrant that Output will be accurate, complete, unique, or appropriate for any particular use.
10.2 Customer Review
Customer is responsible for reviewing and evaluating Output before using, relying upon, sharing, incorporating, or acting on it.
Customer shall not treat Output as a substitute for appropriate professional judgment, review, or independent verification.
10.3 Healthcare and Other Professional Use
To the extent Customer uses the Services or Output in connection with healthcare or other professional activities, including clinical practice, psychological assessment, medical documentation, billing, coding, claims processing, or clinical research, Customer is responsible for:
(a) evaluating the Services and Output for accuracy and suitability for Customer’s intended use;
(b) reviewing and verifying Output before it is relied upon;
(c) ensuring that individuals using the Services have appropriate training and qualifications;
(d) ensuring that activities requiring a professional license, certification, or authorization are performed or supervised by appropriately qualified individuals; and
(e) ensuring that Client Data and Output are correctly associated with the intended patient, client, case, or record.
10.4 No Professional Advice
ParchmentAI is a technology provider and does not provide medical, psychological, legal, billing, coding, claims, or other professional advice.
The Services and Output do not substitute for the services, review, or judgment of appropriately trained and licensed professionals.
ParchmentAI is not responsible for diagnoses, treatment decisions, professional recommendations, billing or coding decisions, claims decisions, or other professional activities undertaken by Customer based on Customer’s use of the Services.
10.5 Medical Device
The Services are not intended for use as a medical device or for any purpose that would require the Services to be regulated as a medical device, unless ParchmentAI expressly agrees otherwise in writing.
The Services are not intended for emergency or time-critical clinical decision-making.
11. Customer Responsibilities
11.1 Rights to Customer Data
Customer represents and warrants that it has all rights, permissions, authorizations, consents, and other legal authority necessary to:
(a) submit Customer Data to the Services;
(b) instruct ParchmentAI and its service providers to process Customer Data as contemplated by these Terms.
11.2 Accuracy and Integrity
Customer is responsible for the accuracy, quality, legality, and integrity of Customer Data that Customer submits to or saves within the Services.
11.3 Compliance
Customer is responsible for its use of the Services and Output and for compliance with laws, regulations, professional standards, contractual obligations, privacy notices, consents, and other requirements applicable to Customer.
12. Acceptable Use
Customer shall use the Services only for lawful purposes.
Customer shall not, and shall not permit its Users to:
(a) use the Services in violation of applicable law or regulation;
(b) violate or infringe the intellectual property, privacy, confidentiality, contractual, or other rights of another person;
(c) exploit, harm, or attempt to exploit or harm a minor;
(d) create, upload, transmit, or distribute unlawful sexual content or child sexual abuse material;
(e) use the Services to send spam, deceptive communications, or other unlawful or unauthorized communications;
(f) impersonate ParchmentAI or another person or entity;
(g) introduce malware, viruses, worms, malicious code, or other technologically harmful material;
(h) attempt to gain unauthorized access to the Services or systems connected to them;
(i) interfere with, disrupt, disable, overburden, or impair the Services;
(j) conduct denial-of-service attacks or similar attacks;
(k) circumvent authentication, security, Seat, User, subscription, payment, or usage restrictions;
(l) access, scrape, or collect information from the Services using automated means except through APIs or automation functionality expressly provided or authorized by ParchmentAI; or
(m) otherwise use the Services in a manner that materially threatens the security, integrity, availability, or lawful operation of the Services.
ParchmentAI may investigate suspected violations and may suspend or terminate access where reasonably necessary to protect the Services, other customers, third parties, or ParchmentAI.
13. Confidentiality
13.1 Confidential Information
“Confidential Information” means non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that reasonably should be understood to be confidential given its nature or the circumstances of disclosure.
Customer Data is Customer’s Confidential Information.
ParchmentAI’s non-public software, security information, technical documentation, non-public pricing, product plans, and proprietary methods are ParchmentAI’s Confidential Information.
13.2 Protection and Use
Receiving Party shall:
(a) use Confidential Information only as necessary to exercise its rights or perform its obligations under the parties’ agreement;
(b) protect Confidential Information using the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care; and
(c) disclose Confidential Information only to employees, contractors, professional advisers, and service providers who reasonably need access and who are subject to confidentiality obligations or professional duties requiring them to protect such information.
13.3 Exceptions
Confidential Information does not include information that Receiving Party can demonstrate:
(a) is or becomes publicly available without breach of an obligation;
(b) was lawfully known to Receiving Party without restriction before disclosure;
(c) is lawfully received from a third party without restriction on disclosure and without breach of any duty owed to the Disclosing Party; or
(d) is independently developed without use of the Disclosing Party’s Confidential Information.
13.4 Required Disclosure
Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, subpoena, court order, or other lawful process.
To the extent legally permitted and reasonably practicable, Receiving Party will provide reasonable notice to Disclosing Party before the disclosure so that Disclosing Party may seek appropriate protection.
Receiving Party will disclose only the portion of the Confidential Information that it is legally required to disclose.
14. Security
ParchmentAI will maintain reasonable administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and security of information processed through the Services, taking into account the nature of the information and associated risks.
Customer acknowledges that no internet-based service or method of electronic transmission can be guaranteed to be completely secure.
Customer is responsible for maintaining appropriate security for its own systems, devices, networks, credentials, and copies of Customer Data.
15. Service Providers and Third-Party Services
15.1 Service Providers
ParchmentAI may use hosting providers, artificial intelligence providers, payment processors, communications providers, security providers, electronic-signature providers, and other contractors or subprocessors as reasonably necessary to provide and operate the Services.
ParchmentAI will require service providers that process Customer Data on its behalf to use such Customer Data only as necessary to provide services to ParchmentAI or Customer and subject to appropriate confidentiality and security obligations.
15.2 Third-Party Links
The Website or Platform may contain links to third-party websites or resources. ParchmentAI does not control and is not responsible for third-party websites, content, products, or services.
16. Suspension and Termination
16.1 Suspension
ParchmentAI may suspend or restrict Customer’s access to some or all of the Services if ParchmentAI reasonably determines that:
(a) Customer has materially violated these Terms;
(b) Customer’s use creates a material security, legal, or operational risk;
(c) suspension is required by law or governmental authority;
(d) Customer is using the Services for unlawful purposes; or
(e) amounts properly due for paid Services remain unpaid.
Where reasonably practicable, ParchmentAI will provide notice and an opportunity to cure before suspending access, unless immediate action is reasonably necessary.
16.2 Termination by Customer
Customer may stop using the Services at any time and may terminate or cancel its account or subscription in accordance with the applicable account and billing functionality.
16.3 Termination by ParchmentAI
ParchmentAI may terminate Customer’s access to the Services for material breach of these Terms, including failure to pay amounts properly due, where the breach remains uncured after reasonable notice and an opportunity to cure, where cure is reasonably possible.
ParchmentAI may terminate immediately where required by law or where Customer’s conduct presents a material security risk or involves serious unlawful activity.
16.4 Termination for Convenience
ParchmentAI may terminate a free plan or trial at any time.
ParchmentAI may terminate a paid Service for convenience upon thirty (30) days’ notice. If ParchmentAI terminates a paid Service for convenience and Customer has prepaid fees for a period extending beyond the termination date, ParchmentAI will refund the prorated unused portion of those prepaid fees.
No refund is required where termination results from Customer’s or a User’s breach of these Terms, nonpayment, unlawful conduct, or another circumstance constituting termination for cause.
16.5 Effect of Termination
Upon termination:
(a) Customer’s right to access the applicable Services ends;
(b) unpaid amounts properly due remain payable;
(c) Configuration Data will be handled in accordance with Section 7 and any applicable written agreement;
(d) Client Data remains subject to the transient-processing provisions in Section 7; and
(e) any applicable BAA will terminate in accordance with its terms.
Provisions that by their nature are intended to survive termination will survive, including provisions concerning ownership, confidentiality, accrued payment obligations, disclaimers, limitations of liability, indemnification, dispute resolution, and general contractual provisions.
17. Feedback
Customer may provide ParchmentAI with suggestions, comments, ideas, or other feedback regarding the Services (“Feedback”).
Customer grants ParchmentAI a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, reproduce, modify, incorporate, and otherwise use Feedback for any lawful purpose without compensation or attribution.
Feedback does not include Customer Data or other Confidential Information, even if submitted in connection with Feedback.
Customer shall not include Customer Data or other Confidential Information in Feedback.
Customer represents and warrants that it has the rights necessary to provide Feedback and grant the rights described in this Section.
18. Disclaimers
18.1 Services Provided As Is
EXCEPT AS EXPRESSLY PROVIDED IN AN APPLICABLE BAA, ORDER FORM, OR OTHER WRITTEN AGREEMENT BETWEEN CUSTOMER AND PARCHMENTAI, THE SERVICES AND OUTPUT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, PARCHMENTAI DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
18.2 No Guarantee
PARCHMENTAI DOES NOT WARRANT THAT:
(a) THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE;
(b) ALL DEFECTS WILL BE CORRECTED;
(c) OUTPUT WILL BE ACCURATE, COMPLETE, UNIQUE, OR SUITABLE FOR CUSTOMER’S PURPOSES;
(d) THE SERVICES WILL SATISFY CUSTOMER’S PARTICULAR PROFESSIONAL, LEGAL, REGULATORY, OR BUSINESS REQUIREMENTS; OR
(e) THE SERVICES WILL PREVENT ALL SECURITY INCIDENTS.
18.3 Non-Excludable Rights
Nothing in these Terms excludes warranties or other rights that cannot lawfully be excluded.
19. Limitation of Liability
19.1 Excluded Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, PARCHMENTAI, ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE SERVICES OR THE PARTIES’ AGREEMENT.
THIS EXCLUSION INCLUDES LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITIES, GOODWILL, ANTICIPATED SAVINGS, OR DATA, BUSINESS INTERRUPTION, AND COSTS OF SUBSTITUTE SERVICES, EVEN IF PARCHMENTAI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
19.2 Aggregate Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF PARCHMENTAI AND ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND AGENTS FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES, THESE TERMS, AN APPLICABLE BAA, OR THE PARTIES’ RELATIONSHIP WILL NOT EXCEED THE TOTAL AMOUNT PAID AND PAYABLE BY CUSTOMER TO PARCHMENTAI FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE APPLICABLE LIABILITY.
19.3 Scope
The limitations in this Section apply regardless of the legal theory asserted, whether contract, tort (including negligence), strict liability, statutory liability, or otherwise, even if a party has been advised of the possibility of the applicable damages, and notwithstanding any failure of essential purpose of a limited remedy.
19.4 Non-Limitable Liability
Nothing in these Terms limits liability to the extent such limitation is prohibited by applicable law.
20. Indemnification
Customer shall defend, indemnify, and hold harmless ParchmentAI, its affiliates, licensors, service providers, and their respective officers, directors, employees, contractors, agents, successors, and assigns from and against third-party claims, liabilities, damages, judgments, losses, costs, expenses, and reasonable attorneys’ fees to the extent arising out of or relating to:
(a) Customer’s or a User’s material violation of these Terms;
(b) Customer Data or Customer’s use of Customer Data in violation of another person’s rights;
(c) Customer’s lack of required rights, permissions, authorizations, or consents for Customer Data;
(d) Customer’s unlawful or unauthorized submission or disclosure of regulated, confidential, or sensitive information to ParchmentAI;
(e) Customer’s professional, clinical, billing, coding, claims, research, or other decisions or activities based on use of the Services or Output; or
(f) Customer’s use of the Services in violation of applicable law.
ParchmentAI will provide Customer with reasonable notice of an indemnified claim and reasonable cooperation, at Customer’s expense. Failure to provide prompt notice will not relieve Customer of its obligations under this Section except to the extent Customer is materially prejudiced by the delay.
Customer will control the defense and settlement of an indemnified claim, provided that ParchmentAI may participate in the defense with counsel of its choice at its own expense. Customer may not settle an indemnified claim in a manner that admits wrongdoing or liability by ParchmentAI, imposes any obligation or liability on ParchmentAI, or fails to fully and unconditionally release ParchmentAI from the claim without ParchmentAI’s prior written consent.
21. Changes to the Services and These Terms
21.1 Changes to the Services
ParchmentAI may modify, update, add to, or discontinue features of the Services from time to time, subject to any express commitments in an applicable Order Form or other written agreement.
ParchmentAI may impose reasonable usage or technical limits necessary to operate, secure, or maintain the Services.
Any service-level commitments or guaranteed functionality must be expressly stated in an applicable Order Form or other written agreement.
21.2 Changes to These Terms
ParchmentAI may update these Terms from time to time.
For new Customers, revised Terms become effective when posted unless otherwise stated.
For existing Customers, material changes will become effective after ParchmentAI provides reasonable notice, including by email, in-product notice, or other reasonable means.
Changes required to comply with law, address security risks, or correct non-substantive errors may become effective sooner where reasonably necessary.
Customer’s continued use of the Services after revised Terms become effective constitutes acceptance of the revised Terms.
If Customer does not agree to revised Terms, Customer must stop using the Services and may cancel its subscription.
22. Electronic Communications and Signatures
Customer consents to conduct transactions with ParchmentAI electronically and to receive agreements, notices, disclosures, policies, invoices, and other communications electronically, including by email or through the Platform.
The parties may execute agreements, including Business Associate Agreements, Order Forms, and other records, electronically.
To the fullest extent permitted by applicable law, electronic records and electronic signatures satisfy applicable writing and signature requirements and have the same force and effect as paper records and original signatures.
23. Governing Law and Disputes
23.1 Governing Law
These Terms and any disputes arising out of or relating to the Services, these Terms, an applicable BAA, Order Form, or the parties’ relationship are governed by the laws of the State of Delaware, without regard to conflict-of-law principles.
23.2 Exclusive Venue
Any legal suit, action, or proceeding arising out of or relating to the Services, these Terms, an applicable BAA, Order Form, or the parties’ relationship shall be brought exclusively in the state or federal courts located in the State of Delaware.
Each party consents to the personal jurisdiction and venue of those courts.
23.3 Limitation Period
TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY CLAIM ARISING OUT OF OR RELATING TO THE SERVICES, THESE TERMS, AN APPLICABLE BAA, ORDER FORM, OR THE PARTIES’ RELATIONSHIP MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM ACCRUES OR IT IS PERMANENTLY BARRED.
24. General
24.1 Geographic Availability
The Services are principally designed for use in the United States.
If Customer accesses or uses the Services from another jurisdiction, Customer does so on its own initiative and is responsible for compliance with applicable local laws.
24.2 Export and Sanctions Compliance
Customer shall not access, use, export, re-export, or transfer the Services in violation of applicable United States export-control, trade-sanctions, or similar laws.
24.3 Assignment
Customer may not assign or transfer these Terms or its rights under them without ParchmentAI’s prior written consent, except in connection with a merger, reorganization, or sale of all or substantially all of the business or assets to which these Terms relate, provided the assignee agrees to be bound by the applicable agreement.
ParchmentAI may assign these Terms to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its business or assets.
24.4 Force Majeure
Neither party will be liable for delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, acts of government, war, terrorism, civil unrest, labor disruptions, utility or telecommunications failures, internet failures, or failures of third-party infrastructure, except that this Section does not excuse Customer’s obligation to pay amounts already due.
24.5 Waiver
A party’s failure to enforce a provision of these Terms is not a waiver of its right to do so later.
A waiver is effective only if made in writing by the party granting it.
24.6 Severability
If any provision of these Terms is held invalid, illegal, or unenforceable, it will be enforced to the maximum extent permitted by law, and the remaining provisions will remain in effect.
24.7 No Partnership or Agency
These Terms do not create a partnership, joint venture, employment, fiduciary, franchise, or agency relationship between Customer and ParchmentAI.
Neither party may bind the other except as expressly authorized in writing.
24.8 Entire Agreement
These Terms, together with applicable Order Forms, BAAs, and other written agreements between Customer and ParchmentAI governing the Services, constitute the entire agreement between the parties concerning their subject matter and supersede prior or contemporaneous understandings concerning that subject matter.
24.9 Order of Precedence
In the event of a conflict:
(a) an applicable BAA controls with respect to PHI and HIPAA obligations;
(b) an applicable Order Form or other separately executed written agreement between Customer and ParchmentAI controls over these Terms only to the extent it expressly modifies or overrides these Terms; and
(c) these Terms otherwise control.
24.10 No Third-Party Beneficiaries
Except as expressly provided in these Terms, these Terms are for the sole benefit of ParchmentAI and Customer and do not confer any rights or remedies on any other person or entity.
24.11 Headings
Section headings are provided for convenience only and do not affect interpretation.
25. Contact Information
The Services are operated by:
ParchmentAI LLC
Questions concerning these Terms or the Services may be directed to:
HIPAA-related notices should be sent as specified in the applicable Business Associate Agreement.