Terms of Service

These Terms of Service ("Terms") govern your use of the OnDoc.ai platform and services. By accessing or using our services, you agree to be bound by these Terms. Please read them carefully.

Note: These Terms work in conjunction with the Intellectual Property License Agreement, which governs specific aspects of content creation and intellectual property rights. Both agreements must be accepted to use the OnDoc.ai platform.

1. Service Description

1.1. Platform Services

OnDoc.ai shall provide Licensee with access to its video platform, which includes a library of pre-written video scripts on various medical topics. Licensee may review these scripts and approve them for video production as-is or request modifications. Once a script is approved, OnDoc.ai shall create a video based on the approved script, featuring a Physician-Likeness of Licensee. Licensee shall provide necessary materials, such as video and voice recordings of themselves, unless otherwise arranged, to enable OnDoc.ai to generate the Physician-Likeness. The completed videos shall be added to a video library accessible by Licensee for use in its medical office.

1.2. Access and Support

OnDoc.ai shall provide Licensee with access to the Platform and shall offer reasonable technical support to assist Licensee in using the Platform.

1.3. Platform Maintenance and Support

OnDoc.ai shall use commercially reasonable efforts to maintain the Platform in good working order and to provide updates and enhancements from time to time. OnDoc.ai shall provide technical support to Licensee's authorized users during normal business hours and shall use commercially reasonable efforts to resolve any Platform failures or outages promptly. Planned maintenance outages shall be scheduled in advance during off-peak hours wherever possible. In the event of an unplanned outage, OnDoc.ai shall provide status updates to Licensee every 8 hours until the outage is resolved. Support requests shall be addressed within 3 business days.

2. User Obligations

2.1. Access and Use

Licensee shall be solely responsible for its access to and use of the Platform, including ensuring that such access and use complies with all applicable laws and regulations.

2.2. Prohibited Uses

Licensee shall not (i) modify, copy, or create derivative works based on the Platform and/or any other of OnDoc.ai's Intellectual Property; (ii) reverse engineer, disassemble, or decompile the Platform; or (iii) access the Platform to build a competitive product or service.

2.3. Compliance

Both parties shall comply with all applicable laws and regulations in the performance of their obligations under this Agreement. The parties shall cooperate in good faith to address any state-specific requirements that may impact the use of the Platform or the distribution of Physician-Likeness videos. In the event that compliance with any state-specific requirements necessitates material modifications to the Platform or the Physician-Likeness videos, the parties shall negotiate in good faith to adjust the terms of this Agreement, including but not limited to the license fees, to account for the additional development and maintenance costs associated with such modifications.

3. Fees and Payment

3.1. Subscription Fee

Licensee shall pay OnDoc.ai an annual subscription fee, or a monthly subscription fee, for access to and use of the Platform. The subscription fee shall be due and payable on the Effective Date and each anniversary thereof, monthly or annually.

3.2. Renewal

The subscription fee for each renewal term shall be due and payable on the first day of the renewal term.

3.3. Payment Method

All payments under this Agreement shall be made by check, ACH transfer, or credit card, as directed by OnDoc.ai.

3.4. Taxes

Licensee shall be responsible for all taxes, duties, and other governmental charges associated with the fees paid under this Agreement, excluding taxes based on OnDoc.ai's net income.

3.5. Late Payments

Payments not received within 10 days after the due date shall accrue interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

3.6. Refund Policy

If OnDoc.ai terminates the Agreement without cause, Licensee shall be entitled to a pro-rata refund of any prepaid subscription fees for the remainder of the subscription term. If the Licensee terminates the agreement without cause, no refund shall be issued.

3.7. Additional Product Features

OnDoc.ai may, from time to time, offer additional product features or enhancements to the video platform. Licensee shall have the option to accept or decline such additional features, which may be subject to additional fees. OnDoc.ai shall provide written notice to Licensee describing the additional features and any associated fees, and Licensee shall have ten (10) business days to accept or decline the offer via email. If Licensee accepts, the additional features shall be incorporated into this Agreement and any additional fees shall be due and payable as agreed upon by the parties.

4. Limitation of Liability

4.1. Warranty and Disclaimer

OnDoc.ai shall maintain the Platform in good working order and shall implement reasonable security measures to protect Licensee's data. Except as expressly provided herein, the Platform is provided "as is" and OnDoc.ai disclaims all warranties, whether express, implied, or statutory, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.

4.2. Limitation on Direct Damages

OnDoc.ai's total liability under this Agreement for any and all claims, whether in contract, tort, or otherwise, shall not exceed the License Fees paid by Licensee to OnDoc.ai during the twelve (12) month period preceding the event giving rise to the claim.

4.3. Exclusion of Consequential Damages

In no event shall either party be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to this Agreement or the use of the Platform, including but not limited to loss of profits, loss of data, or business interruption, even if the party has been advised of the possibility of such damages.

4.4. Exceptions

The limitations of liability set forth in this Section shall not apply to: (a) either party's breach of its confidentiality obligations; (b) either party's gross negligence or willful misconduct; or (c) violations of intellectual property rights as defined in the Intellectual Property License Agreement.

4.5. Basis of the Bargain

The parties acknowledge that the limitations of liability set forth in this Section are an essential basis of the bargain between the parties and that in absence of such limitations, pricing and other terms of this Agreement would be substantially different.

5. Term and Termination

5.1. Term

This Agreement shall commence on the Effective Date and continue for a period of one (1) year unless earlier terminated as provided herein. This Agreement shall automatically renew for successive one (1) year terms, unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term. The subscription fee shall be due and payable on the anniversary of the Effective Date each year. In the event of non-renewal, the Agreement shall terminate at the end of the then-current term.

5.2. Termination for Cause

Either Party may terminate this Agreement upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof from the non-breaching Party.

5.3. Effect of Termination

Upon expiration or termination of this Agreement, all licenses granted hereunder shall immediately terminate. The following sections shall survive any expiration or termination of this Agreement: Sections 4 (Limitation of Liability), 6 (Dispute Resolution), and 7 (General Provisions).

5.4. Assignability

OnDoc.ai may freely assign or transfer this Agreement to a third party in connection with a merger, acquisition, or sale of assets. Licensee's rights, benefits, and duties under this Agreement are personal and not assignable by Licensee without the prior written consent of OnDoc.ai. The terms and provisions of this Agreement that, by their own terms, apply after the termination of this Agreement shall remain in full force and effect after such termination.

6. Dispute Resolution

6.1. EXCLUSIVE VENUE

ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE RESOLVED THROUGH BINDING ARBITRATION CONDUCTED IN ACCORDANCE WITH THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION. NOTWITHSTANDING THE FOREGOING, EITHER PARTY MAY SEEK INJUNCTIVE RELIEF IN THE COURTS OF DALLAS COUNTY, TEXAS, WHICH SHALL BE THE EXCLUSIVE VENUE FOR SUCH ACTIONS.

6.2. Attorneys' Fees

In the event of a lawsuit for relief relating to any breach of this Agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees, costs of court, and other expenses of litigation, in addition to any other remedy.

7. General Provisions

7.1. Entire Agreement and Understanding

This Agreement, together with the Intellectual Property License Agreement, embodies the complete agreement and understanding between the Parties and supersedes any prior agreements and/or understandings between the Parties, written or oral, regarding the subject matter herein. LICENSEE ACKNOWLEDGES AND REPRESENTS THAT LICENSEE HAS READ THIS AGREEMENT BEFORE SIGNING IT, AND THAT LICENSEE FULLY UNDERSTANDS ITS PURPOSES, TERMS AND PROVISIONS, WHICH LICENSEE EXPRESSLY ACKNOWLEDGES TO BE REASONABLE IN ALL RESPECTS. LICENSEE IS ENTERING INTO THIS AGREEMENT VOLUNTARILY.

7.2. Amendment, Waiver, and Severability

No term or condition of this Agreement may be amended or deemed waived except by a writing signed by the Party against whom enforcement of the amendment or waiver is sought. No written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

7.3. NO RELIANCE

NO PARTY IS RELYING ON ANY REPRESENTATION OR STATEMENT OF THE OTHER PARTY OUTSIDE OF THE TERMS OF THIS AGREEMENT; THE PARTIES HAVE ENTERED INTO THIS AGREEMENT BASED EACH ON THEIR OWN INDEPENDENT JUDGMENT.

8. Governing Law

The construction, validity and interpretation of this Agreement and any exhibits or addenda will be governed and construed exclusively in accordance with Texas law, unless preempted by federal law.

By agreeing to the terms and conditions upon sign-up, the parties acknowledge that they have read, understood, and agree to be bound by the terms and conditions of this Agreement.