PLATFORM TERMS OF USE
Last Updated: April 5, 2026
These Platform Terms of Use (these "Terms of Use") is a legal agreement between you and MDOPTIMUS LLC ("MDOPTIMUS LLC," "we," "us," or "our"). These Terms of Use specify the terms under which you may access and use our proprietary Advanced Cardiovascular Life Support (ACLS) training and documentation software as a service (SaaS) platform that is made available to you as a web application, mobile application (including the iOS application available through the Apple App Store and any future mobile applications for other platforms), and any other means of access we may provide (collectively, the "Platform").
PLEASE READ THESE TERMS OF USE CAREFULLY. BY ACCESSING AND/OR USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS OF USE, AND THE TERMS AND CONDITIONS OF OUR PRIVACY POLICY (THE "PRIVACY POLICY"), WHICH IS HEREBY INCORPORATED INTO THESE TERMS OF USE AND MADE A PART HEREOF BY REFERENCE (COLLECTIVELY, THE "AGREEMENT"). IF YOU DO NOT AGREE TO ANY OF THE TERMS IN THIS AGREEMENT, THEN PLEASE DO NOT USE THE PLATFORM.
If you accept or agree to the Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the Agreement and, in such event, "you" and "your" will refer and apply to that company or other legal entity.
We reserve the right, at our sole discretion, to modify, discontinue, or terminate the Platform, or to modify the Agreement, at any time and without prior notice. If we modify the Agreement, we will post the modification on the Platform. By continuing to access or use the Platform after we have posted a modification on the Platform, you are indicating that you agree to be bound by the modified Agreement. If the modified Agreement is not acceptable to you, your only recourse is to cease using the Platform.
THE SECTIONS BELOW TITLED "BINDING ARBITRATION" AND "CLASS ACTION WAIVER" CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.
Capitalized terms not defined in these Terms of Use shall have the meaning set forth in our Privacy Policy.
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1. RIGHT TO ACCESS AND USE THE PLATFORM
Subject to the terms and conditions of this Agreement, MDOPTIMUS LLC hereby grants you during the Term of this Agreement a limited, non-exclusive, non-transferable, non-sublicensable, revocable right, to authorize your Authorized Users to access and use the Platform solely for your internal professional training, documentation, and quality improvement purposes.
You will not (and will not authorize, permit, or encourage any third party to): (i) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Platform; (ii) modify, adapt, or translate the Platform, or any portion or component thereof; (iii) make any copies of the Platform, or any portion or component thereof; (iv) resell, distribute, or sublicense the Platform, or any portion or component thereof; (v) remove or modify any proprietary markings or restrictive legends placed on the Platform; (vi) use the Platform, or any portion or component thereof in violation of any applicable law, in order to build a competitive product or service, or for any purpose not specifically permitted in this Agreement; (vii) introduce, post, or upload to the Platform any virus, worm, "back door," Trojan Horse, or similar harmful code; (viii) save, store, or archive any portion of the Platform (including, without limitation, any data contained therein) outside the Platform other than those outputs generated through the intended functionality of the Platform without the prior, written permission of MDOPTIMUS LLC in each instance; (ix) use the Platform in connection with service bureau, timeshare, service provider or like activity whereby you operate the Platform for the benefit of a third party; or (x) circumvent any processes, procedures, or technologies that we have put in place to safeguard the Platform.
If you violate this section, MDOPTIMUS LLC reserves the right in its sole discretion to immediately deny you access to the Platform, or any portion thereof, without notice. MDOPTIMUS LLC reserves the right to change the availability of any feature, function, or content relating to the Platform, at any time, without notice or liability to you.
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2. AUTHORIZED USERS
Your employees, contractors, and team members who access and use the Platform on your behalf are referred to herein as "Authorized Users." Each Authorized User must create an account by providing his/her email address and creating a password (collectively "Login Credentials"). Login Credentials cannot be shared between Authorized Users or by any Authorized User with a third party. Login Credentials must be kept confidential. You agree to immediately notify us of any unauthorized use or suspected unauthorized use of any Login Credentials. You are fully responsible for all activities, and use or misuse of the Platform, that is associated with any Authorized User's Login Credentials. You are also responsible for ensuring that your Authorized Users comply with these Terms of Use. You will promptly inform us of any need to deactivate or change any Login Credentials. We have the right to disable any Platform account username or password at any time for any reason, including if in our sole discretion we believe that you have failed to comply with these Terms of Use.
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3. FREE TRIAL
If you would like to try our Platform, we will provide you with access to the Basic Free tier or a Pro Plus 30-day free trial, as applicable, that will be made known to you when you sign up to use the Platform. Such access is limited to evaluating the Platform to determine whether to purchase a paid subscription for the Platform. During the trial period, you or your Authorized Users may not use the Platform for any other purposes, including but not limited to competitive analysis. We reserve the right in our sole discretion to terminate your and your Authorized Users' access to the Platform during the trial period at any time. You may cancel the trial at any time during the trial period by providing written notice to us or through your account settings. Following the trial period, you may decide to purchase a paid subscription to the Platform by selecting a subscription tier. Notwithstanding anything to the contrary set forth in this Agreement, during any trial period, we will have no warranty, indemnity, support or other obligations beyond those expressly stated; we will have no liability for any harm or damage arising out of or in connection with the Platform; and your and your Authorized Users' use of the Platform is at your own risk.
AI Features During Trial. If your trial includes access to AI-powered features (including but not limited to the AI-Powered Assistant, image analysis, and evidence-based recommendations), you acknowledge and agree that: (a) such AI features are provided strictly for evaluation purposes; (b) AI outputs, including recommendations, analyses, and generated content, may contain errors, inaccuracies, omissions, or AI-generated hallucinations; (c) you shall not rely on any AI output as a substitute for independent professional medical judgment; and (d) MDOPTIMUS LLC shall have no liability whatsoever for any decisions, actions, or omissions based on AI outputs generated during the trial period. Your use of AI features during the trial constitutes your acceptance of all risks associated therewith.
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4. USE OF PERSONAL INFORMATION
Your use of the Platform may involve the transmission to us of certain personal information. Our policies with respect to the collection and use of such personal information are governed according to our Privacy Policy, which is hereby incorporated by reference in its entirety.
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5. OWNERSHIP
The Platform contains material, such as software, text, graphics, images, sound recordings, audiovisual works, and other material provided by or on behalf of MDOPTIMUS LLC (collectively referred to as the "Content"). For the avoidance of doubt, Content shall not include Your Data. The Content may be owned by us or by third parties. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited.
If you violate any part of this Agreement, your permission to access and/or use the Content, and the Platform automatically terminates and you must immediately destroy any copies you have made of the Content.
The trademarks, service marks, and logos of MDOPTIMUS LLC (the "MDOPTIMUS LLC Trademarks") used and displayed on the Platform are registered and unregistered trademarks or service marks of MDOPTIMUS LLC. Other company, product, and service names located on the Platform may be trademarks or service marks owned by others (the "Third-Party Trademarks," and, collectively with MDOPTIMUS LLC Trademarks, the "Trademarks"). Nothing on the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any website is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of MDOPTIMUS LLC Trademarks inures to our benefit.
Elements of the Platform are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.
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6. YOUR DATA; USAGE DATA; DE-IDENTIFIED DATA; AGGREGATE DATA; SESSION REPORTS; AND AI-PROCESSED DATA
For purposes of this Agreement:
"Your Data" means (i) any data and information that you and your Authorized Users submit to the Platform, including, without limitation, ACLS session data, event documentation, medication records, procedure logs, respiratory interventions, session notes, uploaded images and documents for AI analysis, custom patient identifiers, and the personal information (such as name, email address, and other identifying information) of Authorized Users; and (ii) Session Reports.
"Session Reports" means the comprehensive ACLS documentation reports, including timelines, medication administration records (MAR), procedure logs, performance metrics, and other outputs generated by processing Your Data through the Platform, including any alterations, modifications, and updates made thereto.
"Protected Health Information" or "PHI" means as that term is defined under the Health Insurance Portability and Accountability Act of 1996, as amended, and related regulation ("HIPAA").
"Usage Data" means the data that we collect in connection with our monitoring of the performance and use of the Platform by you and your Authorized Users, including, without limitation, date and time that you access the Platform, the portions of the Platform visited, the frequency and number of times such pages are accessed, the number of times the Platform is used in a given time period and other usage and performance data, including any usage and performance data collected by our third-party services providers on our behalf.
"AI Input Data" means all data, prompts, queries, images, documents, and other content submitted by you or your Authorized Users to the AI-powered features of the Platform, including but not limited to text prompts to the AI-Powered Assistant, images uploaded for AI analysis (ECG, X-ray, lab results), and any other input provided to AI Features. All AI Input Data is sanitized to remove PHI prior to transmission to any third-party AI service provider, as described in this Section. MDOPTIMUS LLC stores all AI Input Data within the Platform for the data retention period set forth in Section 7.
"AI Output Data" means all responses, recommendations, analyses, reports, and other content generated by the AI-powered features of the Platform in response to AI Input Data, including but not limited to evidence-based recommendations, image analysis results, and AI-assisted Session Report content. MDOPTIMUS LLC stores all AI Output Data within the Platform for the data retention period set forth in Section 7.
As between the parties, all right, title, and interest in and to the Platform, the Aggregate Data, the Usage Data, and the De-Identified Data, including all modifications, improvements, adaptations, enhancements, derivatives, or translations made thereto or therefrom, and all intellectual property rights therein, are and will remain the sole and exclusive property of MDOPTIMUS LLC.
You own all right, title, and interest in and to Your Data and Session Reports, including all modifications, improvements, adaptations, enhancements, or translations made thereto, and all intellectual rights therein. You hereby grant MDOPTIMUS LLC a non-exclusive, worldwide, fully paid-up, royalty-free right and license, with the right to grant sublicenses, to reproduce, execute, use, store, archive, modify, perform, display and distribute Your Data: (i) during the term of this Agreement, in furtherance of MDOPTIMUS LLC's obligations hereunder; (ii) for MDOPTIMUS LLC's internal business purposes, including using such data to analyze, update, and improve the Platform and MDOPTIMUS LLC's analytics capabilities; and (iii) to train AI/ML models (including MDOPTIMUS LLC's own proprietary or custom models) to improve the Platform, including but not limited to improving the Platform accuracy, efficiency and quality of medical reasoning, image analysis, and Session Report generation, with your consent provided via Platform settings.
AI Data Sanitization. All data transmitted to third-party AI service providers (including but not limited to Anthropic's Claude API) is processed through an automated sanitization pipeline that removes all PHI, including but not limited to patient names, dates of birth, medical record numbers, Social Security numbers, and any other individually identifiable health information, prior to transmission. No PHI is transmitted to, processed by, stored by, or accessible to any third-party AI service provider at any time. The sanitization process occurs within MDOPTIMUS LLC's secure infrastructure before any data leaves our systems for AI processing.
AI Data Storage. MDOPTIMUS LLC stores all AI Input Data and AI Output Data within its secure infrastructure for the full data retention period set forth in Section 7. This includes all prompts, queries, images, documents, and other inputs submitted to AI Features, as well as all responses, recommendations, analyses, and other outputs generated by AI Features. Such stored data is used for Platform functionality, quality assurance, audit trail maintenance, regulatory compliance, and as permitted under this Agreement.
AI/ML Training Data Restrictions. Notwithstanding the foregoing, any use of Your Data for AI/ML model training (including training of MDOPTIMUS LLC's own proprietary or custom large language models) shall be subject to the following conditions: (a) such use shall only occur after Your Data has been de-identified and anonymized in accordance with the standards set forth in 45 C.F.R. 164.514(a)-(c), and no PHI shall be used for AI/ML model training under any circumstances; (b) your consent for AI/ML training may be withdrawn at any time through the Platform settings, and upon withdrawal, MDOPTIMUS LLC shall cease using Your Data for new model training within thirty (30) days, provided that models already trained prior to withdrawal need not be retrained or deleted; (c) MDOPTIMUS LLC's use of Your Data for AI/ML training shall comply with the minimum necessary standard and all applicable provisions of the BAA attached hereto as Schedule A; and (d) if MDOPTIMUS LLC develops proprietary or custom large language models in the future, it will use only de-identified, anonymized data for such training, and will provide updated notice to users through the Platform and/or Privacy Policy prior to commencing such training. In the event of any conflict between this Section and the BAA with respect to the use of PHI, the terms of the BAA shall control.
We will process any PHI included in Your Data in accordance with the Business Associate Agreement attached hereto as Schedule A ("BAA"). You will have sole responsibility for the accuracy, quality, and legality of Your Data. If the terms of this Agreement conflict with the terms of the BAA, the terms of the BAA shall control solely with respect to processing of PHI. By providing Your Data, you agree to be legally bound by the terms and conditions of the BAA, which is made part of this Agreement.
De-Identified Data; Aggregate Data. Pursuant to Section 2a of the BAA, we have the right in our sole discretion to use De-identified Data and to disclose such De-identified Data to third parties. Notwithstanding anything to the contrary herein, we may use, and may permit our third-party service providers to access and use, Your Data, as well as any Usage Data that we may collect, in an anonymous and aggregated form ("Aggregate Data") for the purposes of operating, maintaining, managing, and improving our products and services including the Platform. Aggregate Data does not identify you or any individual. You hereby agree that we may collect, use, publish, disseminate, sell, transfer, and otherwise exploit such Aggregate Data.
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7. RETENTION OF YOUR DATA; NO DELETION; SESSION REPORT CORRECTIONS
Mandatory Data Retention. MDOPTIMUS LLC retains all of Your Data, including but not limited to ACLS session records, Session Reports, medication administration records, procedure logs, uploaded images and documents, AI Input Data, AI Output Data, and all associated records, for a mandatory minimum period of seven (7) years from the date of creation or last modification, whichever is later (the "Retention Period"). This Retention Period is mandated by MDOPTIMUS LLC to comply with applicable federal and state recordkeeping requirements, including but not limited to HIPAA record retention requirements, state medical records retention laws, professional licensing and accreditation standards, and applicable statutes of limitation.
No User-Selected Retention Periods. You acknowledge and agree that you do not have the ability to select, modify, or shorten the Retention Period for Your Data. All data submitted to the Platform is subject to the mandatory seven (7) year Retention Period. MDOPTIMUS LLC determines the data retention period in its sole discretion based on legal, regulatory, and compliance requirements.
No Deletion of Data or Session Reports. YOU ACKNOWLEDGE AND AGREE THAT YOUR DATA, INCLUDING SESSION REPORTS, CANNOT BE DELETED FROM THE PLATFORM. Due to the nature of ACLS medical documentation and the legal, regulatory, and compliance requirements governing medical records, MDOPTIMUS LLC does not permit the deletion of any data or Session Reports from the Platform. This policy exists to ensure the integrity of the medical record, maintain complete audit trails, support regulatory compliance and accreditation requirements, preserve evidence for potential legal proceedings, and comply with applicable medical records retention laws.
Session Report Corrections. If a Session Report contains an error or requires correction, you may: (i) mark the Session Report as "In Error" through the Platform interface, which will flag the report while preserving the original record in its entirety; or (ii) submit a request to cancel a Session Report by providing a written reason for cancellation through the Platform interface, which will flag the report as cancelled with the stated reason while preserving the original record in its entirety. In both cases, the original Session Report and all associated data will be preserved in their original form as part of the permanent medical record. All corrections, error markings, and cancellation requests will be logged with a timestamp, the identity of the user making the change, and the reason provided, creating a complete audit trail. This approach is consistent with accepted medical recordkeeping practices that require preservation of original records with amendments noted rather than deletion or alteration of the original record.
Subscription Tier Data Access. Basic Free tier users have access to session history for the last 30 days within the Platform interface; however, all underlying data is retained for the full Retention Period. Pro and Pro Plus tier users have unlimited access to session history within the Platform interface for the duration of their subscription.
On-Device Data Storage (Mobile Applications). When you access the Platform through a mobile application, certain data may be stored locally on your device to enable offline functionality, including but not limited to ACLS session records, event documentation, medication administration records, procedure logs, respiratory intervention data, and pending session data that has not yet been synchronized with our servers ("On-Device Data"). On-Device Data is stored in encrypted form on your device and is automatically synchronized with the Platform's secure servers when an internet connection is available. You acknowledge and agree that: (a) you are responsible for the physical security of your device and for maintaining device-level security measures such as passcode, biometric authentication, and device encryption; (b) On-Device Data remains subject to all data protection, retention, and non-deletion provisions of this Agreement and the BAA; (c) MDOPTIMUS LLC is not responsible for any loss, corruption, or unauthorized access to On-Device Data resulting from loss, theft, or compromise of your device; (d) in the event of device loss or theft, you must notify MDOPTIMUS LLC immediately at support@aclsassist.com so that appropriate measures can be taken to protect any data stored on the device; (e) you will not attempt to extract, export, reverse engineer, or otherwise access On-Device Data outside of the Platform's intended functionality; and (f) upon termination of your account or uninstallation of the mobile application, any On-Device Data that has been synchronized with our servers will continue to be retained for the Retention Period, and any On-Device Data that has not been synchronized may be permanently lost. MDOPTIMUS LLC shall have no liability for any loss of unsynchronized On-Device Data. You are solely responsible for ensuring that your device maintains connectivity at reasonable intervals to permit synchronization.
Post-Termination Retention. Following termination of your account or this Agreement, MDOPTIMUS LLC will retain Your Data for the remainder of the applicable Retention Period. Within thirty (30) days of termination, upon your written request, we will provide you with an export of Your Data in our possession in a mutually agreeable format. After the applicable Retention Period has expired, Your Data will be securely deleted or de-identified in accordance with our data destruction policies, except for any data that is subject to a legal hold or that has been incorporated into de-identified or aggregate datasets.
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8. FEES AND SUBSCRIPTION TIERS
MDOPTIMUS LLC offers the Platform through multiple subscription tiers. A complete and current description of features included in each subscription tier is available on the Pricing tab of our Website at https://www.aclsassist.com/. The subscription tiers and pricing are as follows:
Basic Free — No cost. See the Pricing tab on our Website for current features included in this tier.
Pro — $9.99 per month, or $99.99 per year (annual billing). See the Pricing tab on our Website for current features included in this tier.
Pro Plus — $19.99 per month, or $199.99 per year (annual billing). Includes AI-Powered features. See the Pricing tab on our Website for current features included in this tier. New signups are eligible for a 30-day free trial.
MDOPTIMUS LLC reserves the right to modify the features included in each subscription tier at any time. The most current feature list for each tier is maintained on the Pricing tab of our Website. We may add new fees and charges, or amend fees and charges, at any time using our sole discretion. Payment for a Subscription is due immediately upon making a purchase for a subscription. By making a purchase, you are agreeing to pay MDOPTIMUS LLC, through our third-party payment processor ("Third-Party Payment Processor"), all applicable fees for the Subscription you purchase. Any information you provide to the Third-Party Payment Processor will be processed by such Third-Party Payment Processor in accordance with its privacy policy and terms of use.
YOU MUST PROVIDE CURRENT, COMPLETE, AND ACCURATE INFORMATION FOR YOUR ACCOUNT, AND PROMPTLY UPDATE ALL INFORMATION TO KEEP SUCH ACCOUNT INFORMATION CURRENT, COMPLETE, AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE). FURTHER, YOU MUST PROMPTLY NOTIFY US IF A PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USERNAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE THROUGH YOUR ACCOUNT.
By purchasing a Subscription, you acknowledge that your Subscription has an initial and recurring payment charge at the then-current Subscription rate, you agree that MDOPTIMUS LLC may submit monthly or annual charges, as applicable, in advance to your chosen payment method without your further authorization, until you provide notice to MDOPTIMUS LLC that you wish to cancel your Subscription or to change your payment method. You further accept responsibility for all recurring charges prior to cancellation, including, where applicable, any charges processed by MDOPTIMUS LLC after the expiration date of your payment card.
You may change or terminate your Subscription by visiting your account billing page or emailing us at support@aclsassist.com. If you terminate your Subscription, you may use your Subscription until the end of the then-current billing cycle, and the Subscription will not be renewed after that period expires. MDOPTIMUS LLC does not refund any pre-paid portion of the Subscription fee. MDOPTIMUS LLC may immediately terminate or suspend your Subscription for any reason or no reason in accordance with these Terms of Use, including for failure to pay the applicable fees when due. If we terminate or suspend your Subscription, your right to use any software or content provided in connection with the Subscription is also terminated or suspended (as applicable).
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9. PLATFORM RULES
By accessing and/or using the Platform, you hereby agree to comply with the following guidelines:
- You will not use the Platform for any unlawful purpose;
- You will not access or use the Platform to collect any market research for a competing business;
- You will not upload, post, e-mail, transmit, or otherwise make available any content that: infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or constitutes promotion or advertising of any third-party website, product or service; or is defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another's privacy, promotes violence, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity); or discloses any sensitive information about another person, including that person's e-mail address, postal address, phone number, credit card information, or any similar information.
- You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
- You will not decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Platform;
- You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features on the Platform;
- You will not circumvent, remove, alter, deactivate, degrade, or thwart any of the protections in the Platform;
- You will not create multiple accounts on the Platform to get additional free trials of the Platform and/or avoid paying applicable fees;
- You will not use automated means, including spiders, robots, crawlers, data mining tools, or the like to download or scrape data from the Platform, directly or indirectly, except for Internet search engines (e.g., Google) and non-commercial public archives (e.g., archive.org) that comply with our robots.txt file;
- You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; and
- You will not interfere with or attempt to interrupt the proper operation of the Platform through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Platform through hacking, password or data mining, or any other means.
We reserve the right, in our sole and absolute discretion, to deny you (or any device) access to the Platform, or any portion thereof, without notice.
Mobile Application Terms. If you access the Platform through a mobile application, the following additional rules apply: (a) you are granted a limited, non-exclusive, non-transferable, revocable license to install and use the mobile application on a device that you own or control, subject to the terms of this Agreement and any applicable third-party terms (including the Apple App Store Terms of Service); (b) you will keep the mobile application updated to the latest available version to ensure security, compatibility, and access to the most current features; (c) you will not jailbreak, root, or otherwise modify your device in a manner that could compromise the security of the mobile application or On-Device Data; (d) MDOPTIMUS LLC is not responsible for any charges incurred by you from your mobile carrier or internet service provider in connection with your use of the mobile application; and (e) you acknowledge that Apple, Inc. has no obligation to furnish any maintenance or support services with respect to the mobile application.
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10. RESTRICTIONS
The Platform is available only for individuals aged 18 years or older. If you are under 18 years of age, then please do not access and/or use the Platform. By entering into this Agreement, you represent and warrant that you are 18 years or older.
The Platform is intended for use by healthcare professionals, medical trainees, emergency medical services personnel, and individuals with appropriate medical training or credentials. You represent and warrant that you have the necessary qualifications, training, licenses, and credentials to use the Platform for its intended purposes.
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11. FEEDBACK
We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Platform and our services ("Feedback"). Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to any Feedback you provide, we shall be free to use and disclose any ideas, concepts, know-how, techniques, or other materials contained in your Feedback for any purpose whatsoever, including, but not limited to, the development, production and marketing of products and services that incorporate such information, without compensation or attribution to you.
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12. NO WARRANTIES; LIMITATION OF LIABILITY
THE PLATFORM IS DESIGNED AS A TRAINING, DOCUMENTATION, AND QUALITY IMPROVEMENT TOOL FOR ACLS PROCEDURES. THE SESSION REPORTS AND AI RECOMMENDATIONS ARE NOT MEANT TO SUBSTITUTE PROFESSIONAL MEDICAL JUDGMENT, CLINICAL DECISION-MAKING, OR EMERGENCY MEDICAL PROTOCOLS. ANY CLINICAL DECISIONS OR ACTIONS TAKEN BASED ON THE PLATFORM ARE MADE AT THE USER'S SOLE DISCRETION AND RESPONSIBILITY. YOU ACKNOWLEDGE AND AGREE THAT THE PLATFORM IS A DOCUMENTATION AND TRAINING TOOL AND SHOULD NOT BE USED AS THE SOLE BASIS FOR PATIENT CARE DECISIONS.
12.1 AI-SPECIFIC DISCLAIMERS AND LIMITATIONS
THE PLATFORM INCORPORATES ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING FEATURES, INCLUDING BUT NOT LIMITED TO THE AI-POWERED ASSISTANT, IMAGE ANALYSIS (ECG, X-RAY, LABS), AND EVIDENCE-BASED RECOMMENDATIONS (COLLECTIVELY, "AI FEATURES"). YOU ACKNOWLEDGE AND AGREE TO THE FOLLOWING:
(A) AI FEATURES ARE PROVIDED SOLELY AS SUPPLEMENTAL INFORMATIONAL TOOLS AND DO NOT CONSTITUTE CLINICAL DECISION SUPPORT, MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT RECOMMENDATIONS. AI FEATURES DO NOT MEET THE DEFINITION OF A "CLINICAL DECISION SUPPORT" SYSTEM UNDER 21ST CENTURY CURES ACT SECTION 3060(A) OR ANY ANALOGOUS STATE OR FEDERAL REGULATION.
(B) AI OUTPUTS MAY CONTAIN ERRORS, INACCURACIES, OMISSIONS, INCOMPLETE INFORMATION, OUTDATED INFORMATION, OR ARTIFICIALLY GENERATED CONTENT COMMONLY REFERRED TO AS "HALLUCINATIONS." MDOPTIMUS LLC DOES NOT WARRANT, REPRESENT, OR GUARANTEE THE ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, OR CORRECTNESS OF ANY AI OUTPUT.
(C) AI FEATURES RELY ON THIRD-PARTY LARGE LANGUAGE MODELS AND SERVICES THAT ARE OUTSIDE THE DIRECT CONTROL OF MDOPTIMUS LLC. MDOPTIMUS LLC SHALL HAVE NO LIABILITY FOR ERRORS, OUTAGES, CHANGES, DISCONTINUATIONS, OR DEGRADATION IN THE PERFORMANCE OF SUCH THIRD-PARTY AI SERVICES.
(D) ALL DATA SUBMITTED TO AI FEATURES IS SANITIZED TO REMOVE PHI PRIOR TO TRANSMISSION TO THIRD-PARTY AI SERVICE PROVIDERS. HOWEVER, MDOPTIMUS LLC STORES ALL AI INPUT DATA (INCLUDING PROMPTS, IMAGES, AND DOCUMENTS) AND ALL AI OUTPUT DATA (INCLUDING RESPONSES AND RECOMMENDATIONS) WITHIN ITS SECURE INFRASTRUCTURE FOR THE MANDATORY RETENTION PERIOD SET FORTH IN SECTION 7. YOU ACKNOWLEDGE AND CONSENT TO SUCH STORAGE.
(E) YOU AND YOUR AUTHORIZED USERS ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR INDEPENDENTLY VERIFYING, VALIDATING, AND CONFIRMING ALL AI OUTPUTS BEFORE TAKING ANY ACTION OR MAKING ANY DECISION BASED THEREON. RELIANCE ON AI OUTPUTS WITHOUT INDEPENDENT PROFESSIONAL MEDICAL VERIFICATION IS ENTIRELY AT YOUR OWN RISK.
(F) YOU ASSUME ALL RISK AND LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR RELIANCE ON AI FEATURES AND AI OUTPUTS, INCLUDING WITHOUT LIMITATION ANY HARM, INJURY, DAMAGE, LOSS, OR ADVERSE OUTCOME RESULTING FROM CLINICAL DECISIONS, ACTIONS, OR OMISSIONS INFLUENCED BY AI OUTPUTS.
(G) MDOPTIMUS LLC SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO AI FEATURES, AI OUTPUTS, OR YOUR RELIANCE THEREON, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF MDOPTIMUS LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.2 GENERAL DISCLAIMERS
THE PLATFORM, THE CONTENT AND OUR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND NEITHER MDOPTIMUS LLC NOR MDOPTIMUS LLC'S SUPPLIERS MAKE ANY WARRANTIES WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, AND MDOPTIMUS LLC HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ACCURACY, COMPLETENESS, CURRENTNESS, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. TO THE EXTENT THAT MDOPTIMUS LLC AND MDOPTIMUS LLC'S SUPPLIERS MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
THE PLATFORM, THE CONTENT, AND THE SESSION REPORTS ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE OR HEALTH CONDITION, NOR ARE THEY INTENDED TO REPLACE REAL-TIME CLINICAL ASSESSMENT AND JUDGMENT DURING ACTUAL RESUSCITATION EVENTS. YOU AND YOUR AUTHORIZED USERS ARE SOLELY RESPONSIBLE AND LIABLE FOR ANY MEDICAL CONCLUSIONS, TREATMENT DECISIONS, OR ACTIONS YOU TAKE BASED UPON ANY SESSION REPORTS, AI RECOMMENDATIONS, OR OTHER OUTPUT PROVIDED AND/OR MADE AVAILABLE THROUGH THE PLATFORM. THE PLATFORM, THE CONTENT AND THE SESSION REPORTS ARE NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL TRAINING, CERTIFICATION, REAL-TIME CLINICAL GUIDANCE, OR EMERGENCY MEDICAL PROTOCOLS. MDOPTIMUS LLC DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATION TO YOU OR ANY AUTHORIZED USER REGARDING THE USE OR PERFORMANCE OF THE PLATFORM, OR ANY COMPONENT THEREOF OR ANY SESSION REPORTS PRODUCED BY THE PLATFORM. MDOPTIMUS LLC WILL HAVE NO LIABILITY FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH ANY USE OF THE PLATFORM, AND/OR THE SESSION REPORTS. MDOPTIMUS LLC IS NOT RESPONSIBLE FOR ANY DECISIONS TAKEN BY YOU OR ANY OF YOUR AUTHORIZED USERS BASED ON THE SESSION REPORTS PRODUCED AND/OR MADE AVAILABLE THROUGH THE PLATFORM. YOU AND EACH OF YOUR AUTHORIZED USERS AGREES THAT ITS USE OF THE PLATFORM, THE SESSION REPORTS, OR ANY COMPONENT THEREOF IS ENTIRELY AT THEIR OWN RISK.
WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATION, NOR SHALL WE BE RESPONSIBLE FOR (A) THE CORRECTNESS, ACCURACY, RELIABILITY, COMPLETENESS OR CURRENCY OF THE PLATFORM; OR (B) ANY RESULTS ACHIEVED OR ACTION TAKEN BY YOU IN RELIANCE ON THE PLATFORM OR THE SESSION REPORTS OF THE PLATFORM. ANY DECISION, ACT OR OMISSION OF YOURS THAT IS BASED ON THE PLATFORM OR SESSION REPORTS OF THE PLATFORM IS AT YOUR OWN AND SOLE RISK. THE PLATFORM AND THE SESSION REPORTS ARE PROVIDED AS A CONVENIENCE ONLY AND DO NOT REPLACE THE NEED TO REVIEW THE SESSION REPORTS' ACCURACY, COMPLETENESS AND CORRECTNESS, OR THE NEED FOR PROPER ACLS CERTIFICATION, TRAINING, AND ADHERENCE TO ESTABLISHED EMERGENCY MEDICAL PROTOCOLS.
12.3 USER ASSUMPTION OF RISK
YOU EXPRESSLY ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT YOUR USE OF THE PLATFORM, INCLUDING ALL AI FEATURES, SESSION REPORTS, CONTENT, AND ANY OTHER OUTPUT OR FUNCTIONALITY OF THE PLATFORM, IS ENTIRELY AT YOUR SOLE RISK. YOU VOLUNTARILY ASSUME ALL RISK OF LOSS, DAMAGE, INJURY, OR HARM (INCLUDING WITHOUT LIMITATION PATIENT HARM, ADVERSE CLINICAL OUTCOMES, REGULATORY PENALTIES, PROFESSIONAL DISCIPLINARY ACTIONS, OR MALPRACTICE CLAIMS) ARISING FROM OR RELATED TO YOUR USE OF THE PLATFORM. THIS ASSUMPTION OF RISK APPLIES REGARDLESS OF WHETHER SUCH LOSS, DAMAGE, INJURY, OR HARM RESULTS FROM THE NEGLIGENCE OF MDOPTIMUS LLC, ERRORS IN THE PLATFORM OR AI FEATURES, SYSTEM OUTAGES OR FAILURES, OR ANY OTHER CAUSE.
12.4 LIMITATION OF DAMAGES
IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE PLATFORM, THE CONTENT, THE SESSION REPORTS, AI FEATURES, AI OUTPUTS, OR ANY RELATED SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES THAT YOU AND YOUR AUTHORIZED USERS MAY SUFFER AS A RESULT OF YOUR USE OF THE PLATFORM, THE CONTENT, THE SESSION REPORTS, AI FEATURES, AI OUTPUTS, OR ANY RELATED SERVICES SHALL BE LIMITED TO THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE TOTAL FEES PAID BY YOU TO MDOPTIMUS LLC IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM ARISES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS.
12.5 SOLE AND EXCLUSIVE REMEDY
YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISSATISFACTION WITH THE PLATFORM, AI FEATURES, SESSION REPORTS, OR ANY RELATED SERVICES IS TO CEASE USING THE PLATFORM AND TERMINATE YOUR SUBSCRIPTION IN ACCORDANCE WITH SECTION 17 OF THESE TERMS OF USE. No claim arising under or related to this Agreement may be brought by you more than twelve (12) months after the cause of action accrues.
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13. EXTERNAL SITES
The Platform may contain links to third-party websites ("External Sites"). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the website administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
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14. REPRESENTATIONS AND WARRANTIES
You represent and warrant that: (i) you have all rights and permissions necessary to provide us with or grant us access to and use of Your Data; (ii) you have obtained all necessary and appropriate consents, permissions, and authorizations in accordance with all applicable laws and regulations with respect to Your Data provided hereunder, including but not limited to, consents from any individuals whose information is documented in the Platform, and authorization for the use, exchange and disclosure of any applicable PHI (collectively, "Consents"); (iii) you will maintain records of such Consents for the time period required by applicable laws and regulations; and (iv) you and your Authorized Users are qualified healthcare professionals or individuals with appropriate medical training to use the Platform for ACLS training and documentation purposes. Upon our request, you shall provide copies of such Consents to us.
You further represent and warrant that you will use the Platform in accordance with all applicable laws, regulations, and professional standards, including but not limited to HIPAA, state medical privacy laws, and American Heart Association (AHA) ACLS guidelines where applicable.
State and Local Privacy Law Compliance. You acknowledge and agree that you are solely responsible for compliance with all applicable state, local, and territorial laws, regulations, and requirements governing the collection, use, storage, disclosure, and protection of personal information, health information, and medical records, including but not limited to the California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA), the Texas Data Privacy and Security Act (TDPSA) and Texas Medical Records Privacy Act, the Washington My Health My Data Act, the New York SHIELD Act, the Virginia Consumer Data Protection Act (VCDPA), the Colorado Privacy Act (CPA), the Connecticut Data Privacy Act (CTDPA), and any other applicable state health privacy or data protection laws (collectively, "State Privacy Laws"). You represent and warrant that you have independently determined the applicability of all State Privacy Laws to your use of the Platform and that you have implemented all necessary measures to ensure your compliance therewith. MDOPTIMUS LLC shall have no liability for your failure to comply with any State Privacy Laws.
Data Retention Acknowledgment. You acknowledge and agree that: (a) all data submitted to the Platform, including Your Data, Session Reports, AI Input Data, and AI Output Data, is subject to the mandatory seven (7) year Retention Period set forth in Section 7; (b) you do not have the ability to delete any data or Session Reports from the Platform; (c) Session Reports may only be marked as "In Error" or flagged for cancellation with a stated reason, and in all cases the original record is preserved; and (d) these data retention and non-deletion policies are necessary for regulatory compliance, medical recordkeeping integrity, and legal purposes. You represent and warrant that you have informed all Authorized Users of these data retention and non-deletion policies and that all Authorized Users consent to the same.
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15. INDEMNIFICATION
You will indemnify, defend, and hold MDOPTIMUS LLC, its affiliates, and our and their respective shareholders, members, officers, directors, employees, agents, and representatives (collectively, "MDOPTIMUS LLC Indemnitees") harmless from and against any and all damages, liabilities, losses, costs, and expenses, including reasonable attorney's fees (collectively, "Losses") incurred by any MDOPTIMUS LLC Indemnitee in connection with a third-party claim, action, or proceeding (each, a "Claim") arising from your or your Authorized User's:
(i) breach of this Agreement, including but not limited to, any breach of your representations and warranties;
(ii) misuse of the Platform, the Session Reports, AI Features, AI Outputs, and/or the Content;
(iii) negligence, gross negligence, willful misconduct, fraud, misrepresentation or violation of law;
(iv) violation of any third-party right, including without limitation any copyright, trademark, property, or privacy right;
(v) any claim, demand, or action brought by any patient, individual, or third party arising from or related to clinical decisions, actions, or omissions based in whole or in part on AI Features, AI Outputs, Session Reports, or any other output of the Platform;
(vi) any regulatory investigation, enforcement action, or penalty arising from your failure to comply with HIPAA, State Privacy Laws, or any other applicable law or regulation;
(vii) any claim arising from your failure to independently verify, validate, or confirm the accuracy of any AI Output, Session Report, or other Platform output before acting thereon; and
(viii) any claim arising from the unauthorized access to or use of the Platform through your or your Authorized Users' Login Credentials;
provided, however, that the foregoing obligations shall be subject to our: (i) promptly notifying you of the Claim; (ii) providing you, at your expense, with reasonable cooperation in the defense of the Claim; and (iii) providing you with sole control over the defense and negotiations for a settlement or compromise.
No Offset. Your indemnification obligations under this Section are independent of, and shall not be reduced or offset by, any limitation of liability set forth elsewhere in this Agreement. The indemnification obligations set forth herein shall survive the termination or expiration of this Agreement.
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16. COMPLIANCE WITH APPLICABLE LAWS
The Platform is based in the United States. We make no claims concerning whether the Platform may be viewed or be appropriate for use outside of the United States. If you access the Platform from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
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17. TERM; TERMINATION
Your right to access and use the Platform will commence upon your acceptance of these Terms of Use and will continue for the duration of the subscription plan that you selected at registration (the "Term"). For paid subscriptions, the Term will automatically renew for consecutive terms equivalent to the duration of your subscription plan, unless either of us notifies the other at least thirty (30) days prior to the expiration of the then-current renewal term of its intention to not renew. Basic Free tier access continues indefinitely subject to these Terms of Use unless terminated by either party.
We reserve the right to change, suspend, discontinue or terminate your access and use of all or any part of the Platform at any time without prior notice or liability. Sections 4, 5, 6, 7, and 8 through 23 shall survive the termination of these Terms of Use.
Within thirty (30) days of the termination of this Agreement, upon your written request, we will reasonably assist you with an export of Your Data that is in our possession or control in a format mutually agreeable to the parties. After this thirty (30) day period, we shall have no further obligation to provide you with data exports; however, Your Data will continue to be retained for the remainder of the mandatory Retention Period set forth in Section 7, and we shall permanently delete Your Data only after the applicable Retention Period has expired, except for any data subject to legal holds or incorporated into de-identified or aggregate datasets.
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18. BINDING ARBITRATION
In the event of a dispute arising under or relating to this Agreement, the Platform (each, a "Dispute"), such dispute will be finally and exclusively resolved by binding arbitration governed by the Federal Arbitration Act ("FAA").
NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT'S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION.
All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS' Streamlined Arbitration Rules and Procedures. All applicable JAMS' rules and procedures are available at the JAMS website: www.jamsadr.com.
Each party shall bear fifty percent (50%) of all JAMS filing fees, administrative fees, and arbitrator fees and expenses, regardless of the outcome of the arbitration. Each party shall bear its own attorneys' fees, expert fees, and other costs incurred in connection with the arbitration, unless the arbitrator determines that a party has brought a frivolous claim or defense, in which case the arbitrator may award reasonable attorneys' fees and costs to the prevailing party.
Judgment on the arbitrator's award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. Nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.
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19. CLASS ACTION WAIVER
You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
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20. EQUITABLE RELIEF
You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of West Virginia for purposes of any such action by us.
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21. CONTROLLING LAW; EXCLUSIVE FORUM
The Agreement and any action related thereto will be governed by the laws of the State of West Virginia without regard to its conflict of laws provisions. The Parties hereby consent and agree to the exclusive jurisdiction of the state and federal courts located in the State of West Virginia for all suits, actions, or proceedings directly or indirectly arising out of or relating to this Agreement, and waive any and all objections to such courts, including but not limited to, objections based on improper venue or inconvenient forum, and each party hereby irrevocably submits to the exclusive jurisdiction of such courts in any suits, actions, or proceedings arising out of or relating to this Agreement.
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22. FORCE MAJEURE
MDOPTIMUS LLC shall not be liable for any failure or delay in performing its obligations under this Agreement (including, without limitation, Platform availability, Session Report generation, AI Feature functionality, or data processing) where such failure or delay results from any cause beyond the reasonable control of MDOPTIMUS LLC, including but not limited to: acts of God, flood, fire, earthquake, epidemic, pandemic, or other natural disasters; war, invasion, hostilities, terrorist threats or acts, riot, or other civil unrest; government orders, laws, actions, or embargoes; actions, embargoes, or blockades in effect on or after the date of this Agreement; national or regional emergency; strikes, labor stoppages or slowdowns, or other industrial disturbances; telecommunication breakdowns, power outages or shortages, or inadequate transportation services; failure, degradation, or unavailability of third-party services, cloud infrastructure, AI model providers, or internet service providers; cyberattacks, distributed denial-of-service attacks, or other malicious acts targeting MDOPTIMUS LLC or its infrastructure providers; and any other event beyond the reasonable control of MDOPTIMUS LLC (each, a "Force Majeure Event"). During the pendency of a Force Majeure Event, MDOPTIMUS LLC's obligations under this Agreement shall be suspended, and MDOPTIMUS LLC shall have no liability to you for any resulting loss, damage, or harm. You acknowledge and agree that you shall maintain alternative processes and procedures for ACLS documentation and training that do not depend on the Platform, and MDOPTIMUS LLC shall have no responsibility for your failure to do so.
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23. MISCELLANEOUS
You may not assign any of your rights, duties, or obligations under these Terms of Use to any person or entity, in whole or in part, without written consent from MDOPTIMUS LLC. Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed to by us and you in writing, the Agreement constitutes the entire agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.
Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. In the event any provision is held unenforceable, the parties agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the remaining provisions of this Agreement shall continue in full force and effect.
Cumulative Remedies. The rights and remedies of MDOPTIMUS LLC under this Agreement are cumulative and not exclusive. Exercise of any right or remedy by MDOPTIMUS LLC shall not preclude the exercise of any other right or remedy available under this Agreement, at law, or in equity.
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Copyright 2026 MDOPTIMUS LLC. All rights reserved.
End of Platform Terms of Use