This Master Services Agreement ("Agreement" or "MSA") is entered into as of [Effective Date] (the "Effective Date") by and between [Customer Legal Name] ("Customer") and MedFetch AI LLC, an Idaho limited liability company ("MedFetch"). Customer and MedFetch are each a "Party" and together the "Parties." This Agreement governs Customer's access to and use of the MedFetch platform and services (the "Services").
1. Definitions
1.1 "Services" means MedFetch's hosted software platform for medical-record retrieval, aggregation, organization, and AI-assisted summarization and analysis, together with related features MedFetch makes available to Customer.
1.2 "Order / Fee Schedule" means the plan, pricing, and any order form or online subscription selection under which Customer subscribes, as in effect from time to time.
1.3 "Customer Data" means data and records Customer or its authorized users submit to, or that MedFetch retrieves at Customer's direction through, the Services.
1.4 "AI Output" means summaries, chronologies, reviews, valuations, causation analyses, demand drafts, and other machine- or AI-assisted work product the Services generate.
1.5 "Confidential Information" means non-public information disclosed by a Party that is marked or reasonably understood to be confidential, excluding Protected Health Information and Protected Information, which are governed by the BAA or DPA (as applicable).
1.6 "BAA" means the Business Associate Agreement between the Parties (physician/Covered-Entity customers). "DPA" means the Data Protection & Confidentiality Agreement between the Parties (plaintiff/patient-side law-firm customers).
2. Services
2.1 Provision of Services. Subject to this Agreement, MedFetch grants Customer a non-exclusive, non-transferable right to access and use the Services during the Term for Customer's internal business and professional use.
2.2 Nature of the Services - information processing, not advice. The Services are information-retrieval and information-processing services that help qualified professionals collect, organize, and review records. MedFetch does not provide legal advice, medical advice, diagnoses, treatment recommendations, causation or liability opinions, legal strategy, or expert opinions, and does not act as a clinician, attorney, or expert witness. The licensed professional using the Services is solely responsible for all professional judgments and decisions.
2.3 Handling of health information. Where the Services involve Protected Health Information, the BAA governs (physician customers). Where the Services involve a law firm's client's records obtained under patient authorization, the DPA governs (attorney customers). This MSA does not modify the privacy and security obligations in the BAA or DPA.
2.4 Changes. MedFetch may improve or modify the Services provided it does not materially degrade the core functionality Customer has subscribed to.
3. Subscriptions, Fees & Payment
3.1 Plans and pulls. The Services are sold on a pull-based subscription model (e.g., $99/month for 20 record pulls; $199/month for 50 record pulls), with overage at $5 per additional pull, plus a free, sharing-only tier, all as set out in the Order / Fee Schedule. A "pull" is one records retrieval for one patient from one source; AI Output generated on retrieved records is included. Pricing may be updated prospectively on reasonable notice.
3.2 Free trial. New paid subscriptions may include a 14-day free trial that includes up to 5 free pulls. Unless Customer cancels before the trial ends, the subscription converts to the selected paid plan and a valid payment method on file will be charged.
3.3 Payment. Fees are billed in advance on a recurring basis (plus metered overages in arrears), are non-refundable except as expressly stated, and are exclusive of taxes, which Customer is responsible for (other than taxes on MedFetch's net income).
3.4 Late payment. Undisputed amounts not paid when due may accrue interest at the lower of 1.5% per month or the maximum permitted by law, and MedFetch may suspend the Services after fifteen (15) days' written notice for non-payment.
4. Customer Responsibilities
4.1 Authorized use. Customer is responsible for its and its authorized users' use of the Services, for maintaining the confidentiality of account credentials, and for enabling available security features (including multi-factor authentication).
4.2 Lawful basis. Customer is solely responsible for ensuring that each record request, upload, and disclosure it makes through the Services is authorized and lawful, and that Customer holds all necessary authorizations, consents, and rights.
4.3 Acceptable use. Customer shall not misuse the Services, attempt to access data it is not authorized to access, reverse engineer the platform, or use the Services to violate any law or third-party right.
5. Customer Warranties
5.1 Customer represents and warrants that (a) it has full authority to enter into this Agreement; (b) for each patient/client whose records are accessed, it holds all authorizations, consents, and legal rights necessary for MedFetch to access, retrieve, process, store, summarize, and disclose those records to Customer; and (c) the information it provides is accurate. Customer shall promptly notify MedFetch if any such authorization is revoked or becomes invalid.
6. Intellectual Property
6.1 MedFetch IP. MedFetch and its licensors own all right, title, and interest in the Services, software, and underlying technology. No rights are granted except as expressly stated.
6.2 Customer Data. As between the Parties, Customer owns Customer Data and AI Output relating to Customer's matters. Customer grants MedFetch a limited license to host, process, and use Customer Data solely to provide and support the Services and as permitted by the BAA or DPA.
6.3 De-identified data. MedFetch may create and use de-identified and aggregated data as permitted by the BAA or DPA; as between the Parties, MedFetch owns such de-identified data, provided it cannot identify, and is not used to re-identify, any individual.
6.4 Feedback. MedFetch may use suggestions and feedback without restriction or obligation.
7. AI-Assisted Output - Important Disclaimers
7.1 AI Output is generated by automated and AI-assisted technologies and is provided as a draft work product to assist qualified professionals. AI Output is NOT medical advice, legal advice, a diagnosis, a treatment recommendation, a causation or liability opinion, or a professional opinion, and is not a substitute for the independent judgment of a licensed clinician or attorney.
7.2 Customer is responsible for independently reviewing and verifying all AI Output against the underlying records before relying on it or using it for any clinical, legal, billing, or other decision. MedFetch does not warrant that AI Output is complete, accurate, or error-free, and does not warrant that record retrieval will return all records that exist.
8. Confidentiality
8.1 Each Party shall protect the other's Confidential Information with at least reasonable care, use it only to perform under this Agreement, and disclose it only to personnel and contractors with a need to know who are bound by confidentiality. This Section does not apply to PHI or Protected Information, which are governed by the BAA or DPA.
9. Disclaimer of Warranties
9.1 EXCEPT AS EXPRESSLY STATED, THE SERVICES AND AI OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND MEDFETCH DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
10. Limitation of Liability
10.1 Exclusion of indirect damages. Neither Party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, or data, arising out of or relating to this Agreement, even if advised of the possibility.
10.2 General cap. Except as provided in Sections 10.3 and 10.4, each Party's total aggregate liability arising out of or relating to this Agreement shall not exceed the total fees paid or payable by Customer to MedFetch in the twelve (12) months preceding the event giving rise to the claim.
10.3 Super-cap for confidentiality / security claims. For claims arising from MedFetch's breach of its confidentiality obligations or violation of its data-security, privacy, or HIPAA obligations, MedFetch's aggregate liability shall not exceed two (2) times the total fees paid by Customer to MedFetch in the twelve (12) months preceding the claim. The Parties agree this allocation is reasonable given the subscription pricing of the Services and the insurance MedFetch maintains under Section 12.
10.4 Uncapped matters and exclusions. The limitations in 10.2 and 10.3 do not apply to (a) a Party's fraud, gross negligence, or willful misconduct; (b) a Party's indemnification obligations under Section 11; (c) Customer's payment obligations; or (d) liability that cannot be limited under applicable law. The Parties have NOT agreed to unlimited liability for ordinary, non-negligent confidentiality or security incidents.
11. Indemnification
11.1 By Customer. Customer shall indemnify, defend, and hold harmless MedFetch and its members, officers, and personnel from third-party claims, losses, liabilities, damages, and reasonable expenses (including attorneys' fees) arising out of (a) any invalid, forged, expired, or revoked authorization, or any unlawful or improper records request made through Customer; (b) Customer Data or Customer's use of AI Output; or (c) Customer's breach of this Agreement, professional misconduct, or violation of law.
11.2 By MedFetch. MedFetch shall indemnify, defend, and hold harmless Customer from third-party claims that the Services, as provided by MedFetch and used in accordance with this Agreement, infringe a U.S. patent, copyright, or trademark, and from claims arising out of MedFetch's fraud, gross negligence, or willful misconduct.
11.3 Procedure. The indemnified Party shall give prompt notice, allow the indemnifying Party to control the defense, and reasonably cooperate. Indemnification liability is subject to the limitations in Section 10 except for matters that are uncapped under Section 10.4 or where limitation is prohibited by law.
12. Insurance
12.1 During the Term, MedFetch shall maintain commercially reasonable cyber-liability and technology errors-and-omissions (professional liability) insurance, and shall provide a certificate of insurance on reasonable request. The super-cap in Section 10.3 is supported by such insurance.
13. Term & Termination
13.1 Term. This Agreement begins on the Effective Date and continues for the subscription term, renewing for successive periods unless either Party gives notice of non-renewal before the end of the then-current term.
13.2 Termination and suspension. Either Party may terminate for the other's material breach not cured within thirty (30) days after written notice; provided that the cure period for non-payment is fifteen (15) days. Notwithstanding any cure period, MedFetch may immediately suspend access, in whole or in part, where reasonably necessary to protect the security, confidentiality, or integrity of the Services or data, or to comply with law.
13.3 Effect. On termination, Customer's right to use the Services ends, accrued fees become due, and the return or destruction of PHI / Protected Information is governed by the BAA or DPA.
14. Force Majeure
14.1 Neither Party is liable for delay or failure (other than payment obligations) caused by events beyond its reasonable control, including acts of God, outages of third-party infrastructure, labor disputes, and government action.
15. Dispute Resolution; Governing Law
15.1 Informal resolution. The Parties shall first attempt to resolve any dispute through good-faith negotiation between authorized representatives.
15.2 Binding arbitration. Any unresolved dispute shall be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, by a single arbitrator, seated in Ada County, Idaho; judgment on the award may be entered in any court of competent jurisdiction. Each Party waives any right to a jury trial and to participate in a class or representative action. Notwithstanding the foregoing, either Party may seek temporary or preliminary injunctive relief in a court located in Ada County, Idaho to protect its confidential information or intellectual property.
15.3 Governing law and venue. This Agreement is governed by the laws of the State of Idaho, without regard to conflict-of-laws rules. For any matter not subject to arbitration, the Parties submit to the exclusive jurisdiction and venue of the state and federal courts located in Ada County, Idaho.
16. Order of Precedence
16.1 If there is a conflict among the documents that make up the Parties' agreement: for matters of HIPAA privacy and security, the BAA controls; for matters of data protection and confidentiality in attorney engagements, the DPA controls; and for all other matters, this MSA controls. An Order / Fee Schedule controls over the MSA only as to the specific commercial terms it expressly states.
17. Incorporated Agreements
17.1 The following are incorporated by reference, as applicable to Customer: the BAA (physician/Covered-Entity customers), the DPA (plaintiff/patient-side law-firm customers), and the website Terms of Service and Privacy Policy. Except as expressly modified by the BAA or DPA, the terms of this MSA remain in full force and effect, including the limitation of liability in Section 10, which applies to claims under the BAA and DPA except to the extent prohibited by law.
18. General
18.1 Independent contractors. The Parties are independent contractors; nothing creates an agency, partnership, joint venture, or fiduciary relationship.
18.2 Assignment. Neither Party may assign this Agreement without the other's consent, except to a successor in connection with a merger or sale of substantially all assets.
18.3 Notices. Notices must be in writing and sent to the addresses on the Order or as updated in writing.
18.4 Entire agreement; amendment. This MSA, together with the incorporated agreements and any Order, is the entire agreement and supersedes prior understandings. Amendments must be in writing and signed (or accepted electronically) by both Parties, except that MedFetch may update operational terms on reasonable notice. For this purpose, "operational terms" means non-material operational items such as product documentation, support procedures, service-level and security standards, and similar matters, and does not include the commercial terms of this Agreement (including fees, the limitation of liability, indemnification, warranties, or dispute resolution), which may be changed only by a written amendment under this Section.
18.5 Severability; waiver; no third-party beneficiaries; survival. If any provision is unenforceable, the rest remains in effect. No waiver is implied by conduct. There are no third-party beneficiaries. Provisions that by their nature survive termination (including Sections 5, 6, 7, 8, 9, 10, 11, 15, 16, and 18) survive.
Signatures
------------------------ ------------------------------------- Customer MedFetch [Customer Legal Name] MedFetch AI LLC By: __________________ By: __________________ Name: ________________ Name: Dr. Dax Sirucek Title: _______________ Title: Owner / Authorized Signatory Date: ________________ Date: ________________ ------------------------ -------------------------------------