Last Updated: September 5, 2026
These Terms of Use ("Terms") are a binding agreement between you and HALai, Inc. ("HALai," "we," "us," or "our"), a wholly-owned subsidiary of Artificial Healthcare Intelligence, Inc. ("AHI"), governing your access to and use of our websites at www.halai.ai, www.artificialhealthcareintelligence.com, and mdm.halai.ai (the "Sites") and our Healthcare Intelligence products, including HAL, MDMai, ENCOUNTERai, CODEai, REFERRALai, HALi, and HAL Alerts (collectively, the "Services"). Please read these Terms carefully. These Terms include a binding arbitration clause and a class-action waiver in Section 15 that affect your legal rights. By accessing or using the Services, you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the Services. Healthcare Providers. If you are a licensed healthcare provider using the Services in your professional capacity, your use of the Services is also governed by the Healthcare Provider User Agreement, which includes a Business Associate Agreement. Where the Provider Agreement conflicts with these Terms, the Provider Agreement controls. 1. Eligibility and Registration You must be at least 18 years old and have legal capacity to enter into these Terms. The Services are not intended for children under 13, and no one under 13 may use the Services. Access to the Services is administered in the United States and is intended for users located in the United States. To access certain Services you must create an account and provide accurate, current, and complete information. You are responsible for maintaining the confidentiality of your credentials, for all activity under your account, and for promptly notifying us of any unauthorized use. 2. License to Use the Services Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for their intended purpose. This license terminates automatically if you breach these Terms. 3. Acceptable Use You agree not to: (a) use the Services in violation of applicable law or third-party rights; (b) share, sell, rent, sublicense, or transfer your account or credentials; (c) upload PHI or other information without the legal authority to do so; (d) attempt to reverse engineer, decompile, or derive the source code of the Services, except to the extent this restriction is prohibited by law; (e) probe, scan, or test the vulnerability of the Services, or breach or circumvent any security or authentication measure; (f) interfere with or disrupt the Services or any user's use of the Services; (g) introduce viruses, worms, malware, or other harmful code; (h) scrape, crawl, or harvest content or data from the Services except as expressly permitted; (i) use the Services to develop a competing product; (j) use the Services to train any machine-learning model except as expressly permitted in writing by us; or (k) misrepresent your identity, professional status, or the source of any content. 4. Content and Data Your Content. You retain ownership of the content you submit to the Services ("Your Content"), including clinical notes, documents, and audio. You grant us a limited, non-exclusive, worldwide, royalty-free license to host, store, process, transmit, display, and modify Your Content solely as necessary to provide and improve the Services for you, subject to the confidentiality and HIPAA restrictions in the Provider Agreement and Privacy Policy. We do not use Your Content to train models that serve any other customer. Feedback. If you send us suggestions, ideas, or feedback about the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use that feedback for any purpose without obligation to you. Our Content. Except for Your Content, all right, title, and interest in and to the Services and all associated intellectual property are and remain the exclusive property of HALai and its licensors. 5. Nature of the Services; No Medical or Legal Advice The Services provide software, information, and clinical decision support tools intended to assist licensed healthcare providers and, in the case of HALi, to give patients general healthcare information. The Services are not a substitute for professional medical judgment, diagnosis, or treatment. No physician-patient relationship is created by your use of the Services. Always consult a qualified healthcare provider with questions about a medical condition. The Services do not constitute legal, regulatory, coding, billing, or tax advice. All clinical, coding, billing, and regulatory decisions remain the sole responsibility of the licensed provider or user. 6. AI Output; Human-in-the-Loop The Services include artificial-intelligence and large-language-model features that generate text, recommendations, summaries, or audio responses. AI output may be incomplete, inaccurate, out of date, or otherwise wrong. You must independently review and verify all AI-generated output before relying on it for any clinical, billing, coding, or regulatory purpose. You are the responsible party for any decision made or action taken based on AI output. 7. Third-Party Services and Integrations The Services may integrate with or link to third-party services (for example, EHR systems, identity providers, or payment processors). We are not responsible for those third-party services, and your use of them is governed by their own terms and privacy policies. 8. Payment Fees, if any, for paid Services are set forth on the applicable pricing page or order. Unless stated otherwise, fees are charged in advance, are non-refundable except as required by law, and exclude taxes. Late amounts accrue interest at the lesser of 1.5% per month or the maximum rate allowed by law. We may change prices with at least 30 days' prior notice, effective at the start of the next billing period. 9. Communications; Electronic Consent By creating an account, you consent to receive communications from us electronically, including notices, agreements, and disclosures. Your consent to electronic communications applies to all communications we may send in connection with your account and use of the Services. You may withdraw consent to non-transactional emails at any time by using the unsubscribe link, but doing so may limit your ability to use the Services. 10. Copyright / DMCA If you believe content on the Services infringes your copyright, send a written notice to our DMCA agent at: DMCA Agent, HALai, Inc. copyright@halai.ai Your notice must include the information required by 17 U.S.C. § 512(c)(3). We will respond to properly submitted notices and may remove or disable content that we believe in good faith infringes copyright. 11. Suspension and Termination We may suspend or terminate your access to the Services at any time, with or without notice, if we reasonably believe you have violated these Terms, if required by law, or to protect the Services or other users. You may stop using the Services at any time. Sections that by their nature should survive termination will survive. 12. Disclaimers THE SERVICES AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT DEFECTS WILL BE CORRECTED, OR THAT ANY AI OUTPUT WILL BE ACCURATE OR RELIABLE. NO INFORMATION OBTAINED FROM THE SERVICES CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. 13. Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL HALAI, AHI, OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUES, DATA, OR GOODWILL, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO US FOR THE SERVICES IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM AND (B) ONE HUNDRED U.S. DOLLARS (US $100). Some jurisdictions do not allow the exclusion of certain warranties or the limitation of certain damages. To the extent those limitations are prohibited by law, they do not apply to you. 14. Indemnification You will defend, indemnify, and hold harmless HALai, AHI, and their affiliates, officers, directors, employees, and agents from any claim, loss, damage, liability, and expense (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services; (b) Your Content; (c) your violation of these Terms or any law; or (d) your violation of any third-party right, including any patient's right to privacy. 15. Governing Law; Binding Arbitration; Class-Action Waiver Governing Law. These Terms are governed by the laws of the State of California, excluding its conflict-of-laws principles, and applicable U.S. federal law. Informal Dispute Resolution. Before initiating arbitration, you agree to first contact us at legal@halai.ai with a written description of the dispute. We will attempt in good faith to resolve the dispute informally within 60 days. Binding Arbitration. If we cannot resolve the dispute informally, you and HALai agree that any dispute arising out of or related to these Terms or the Services will be resolved by final and binding arbitration administered by JAMS in accordance with its Streamlined Arbitration Rules. Arbitration will be conducted in San Francisco, California, or by remote proceeding, at the arbitrator's discretion. The arbitrator, not any court, has exclusive authority to resolve threshold questions of arbitrability. Judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision. Class-Action Waiver. YOU AND HALAI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF MORE THAN ONE PERSON AND MAY NOT PRESIDE OVER ANY FORM OF CLASS PROCEEDING. Exceptions. Nothing in this Section 15 prevents either party from bringing an action in small-claims court for a qualifying dispute, or from seeking injunctive or equitable relief in a court of competent jurisdiction for infringement of intellectual property rights. Opt-Out. You may opt out of this arbitration agreement by sending a written notice to legal@halai.ai within 30 days of first accepting these Terms. The notice must state your name, account email, and clear intent to opt out. Venue for non-arbitrable disputes. Any dispute not subject to arbitration will be brought exclusively in the state or federal courts located in San Francisco County, California, and each party consents to the jurisdiction and venue of those courts. Coordinated or Mass Arbitration. If 25 or more similar arbitration demands are filed against HALai by or with the assistance of the same law firm or coordinated group within a 60-day period, the parties agree that arbitrations will proceed in staged batches: the parties will select up to 25 cases to proceed first as bellwethers, and administrative and arbitrator fees for those cases will be paid in accordance with the JAMS rules. Remaining cases will be held in abeyance pending the outcome of the bellwethers, and the parties will engage in good-faith mediation before the next batch proceeds. This provision is intended to allow for orderly resolution of similar claims, and neither party waives its right to arbitration by participating in this process. Severability of Dispute-Resolution Provisions. If the class-action waiver is found to be unenforceable as to any claim or remedy, that claim or remedy will be severed and brought in court, but the rest of this Section 15 (including the requirement to arbitrate all other claims individually) will remain in force. If the entire arbitration provision is found unenforceable, the parties agree the sole and exclusive venue will be the state and federal courts in San Francisco County, California. 16. Government End Users The Services are "commercial items" as defined in FAR 2.101. If the Services are licensed to any U.S. Government end user, they are licensed only with those rights that are granted to all other end users pursuant to these Terms. 17. Export Controls and Sanctions You may not use the Services in violation of U.S. export-control or sanctions laws, and you represent that you are not located in, and not a resident or national of, any country subject to U.S. embargo, and that you are not on any U.S. government list of restricted persons. 18. Changes to the Services or Terms We may modify, suspend, or discontinue any part of the Services at any time. We may update these Terms from time to time. If the changes are material, we will provide notice, for example by email or an in-product notice, before they take effect. Your continued use of the Services after the effective date constitutes acceptance of the updated Terms. 19. Miscellaneous Entire Agreement. These Terms, the Privacy Policy, and (for providers) the Provider Agreement are the entire agreement between you and HALai regarding the Services and supersede any prior agreements. Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, financing, or sale of assets. Severability. If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect. No Waiver. Our failure to enforce any right or provision is not a waiver of that right or provision. Force Majeure. Neither party is liable for a delay or failure to perform caused by circumstances beyond its reasonable control. Notices. We may give notice to you by email to the address associated with your account or by posting a notice in the Services. You may give notice to us at legal@halai.ai. Relationship. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties. 20. Contact HALai, Inc. legal@halai.ai
Related: Privacy Policy · Consumer Health Data Privacy Policy · Healthcare Provider User Agreement · HALi User Agreement · Security & Compliance
