Terms of Use

These Terms of Use (“Terms”) govern access to and use of the Zoren AI prior-authorization automation platform and related services (the “Service”), operated by Zoren Inc., a Delaware corporation. By accessing or using the Service, you agree to be bound by these Terms on behalf of yourself and, if applicable, the organization you represent (“Customer”). If you do not agree, do not use the Service.

1. Acceptance of terms

These Terms form a binding agreement between you, your Customer organization (where applicable), and Zoren AI. Where your Customer has a separate signed order form, master services agreement, or Business Associate Agreement with us, the terms of that agreement govern in the event of a conflict with these Terms.

This is a draft agreement pending legal review. It is not yet effective and must not be relied upon as a final or enforceable contract until reviewed and approved by qualified counsel.

2. Description of the Service

The Service helps healthcare organizations, pharmacies, and their authorized workforce members prepare, submit, track, and manage prior-authorization requests and related administrative workflows. The Service is an administrative and workflow-automation tool. It does not provide medical care, and its outputs (including any AI-assisted drafting, extraction, or classification features) are administrative aids only, as described further in Section 5.

3. Eligibility & accounts

The Service is intended for use by adults acting in a professional capacity on behalf of a healthcare organization or pharmacy Customer. You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account. You must notify us promptly of any unauthorized use of your account.

4. Acceptable use

You agree not to, and not to permit others to:

• Use the Service for any unlawful purpose or in violation of any applicable law or regulation;
• Access or attempt to access data, accounts, or systems you are not authorized to access, including another Customer’s tenant data;
• Interfere with or disrupt the integrity or performance of the Service;
• Reverse engineer, decompile, or attempt to derive the source code of the Service, except as permitted by law;
• Use the Service to store or transmit malicious code;
• Circumvent or attempt to circumvent any usage limits, access controls, or security features; or
• Submit information you are not authorized to submit, including PHI you do not have a lawful basis to process.

5. Not medical advice

The Service, including any AI-assisted or automated features, does not practice medicine, does not provide medical advice or clinical decision-making, and is not a substitute for the independent professional judgment of a licensed healthcare provider. All clinical decisions, prescribing decisions, and determinations of medical necessity remain solely the responsibility of the licensed healthcare professionals using the Service. You are responsible for reviewing and verifying any information the Service generates, extracts, or submits on your behalf before relying on it for a clinical or administrative decision.

6. Fees & payment

Fees for the Service are set out in the applicable order form or agreement between Zoren AI and the Customer. Except as otherwise stated in that agreement, fees are non-refundable. [Placeholder — confirm final billing, renewal, and refund terms with finance/legal.]

7. Customer data & HIPAA

Where a Customer submits PHI to the Service, Zoren AI acts as the Customer’s business associate under HIPAA, and our handling of that PHI is governed by the Business Associate Agreement executed with that Customer, which is incorporated by reference and controls over these Terms with respect to PHI. Customer represents and warrants that it has all rights and authorizations necessary to submit the data it provides to the Service, including any required patient authorizations or consents.

8. Intellectual property

Zoren AI and its licensors retain all right, title, and interest in and to the Service, including all software, designs, and documentation. Subject to these Terms, we grant Customer and its authorized users a limited, non-exclusive, non-transferable right to access and use the Service during the applicable subscription term. Customer retains all right, title, and interest in the data it submits to the Service (“Customer Data”), subject to the license Customer grants us to process that data solely to provide the Service.

9. Third-party services

The Service integrates with third-party systems Customer chooses to connect, including pharmacy and payer portals, e-fax providers, and CRM systems. We are not responsible for the availability, accuracy, or conduct of third-party systems, and your use of them is subject to their own terms.

10. Disclaimers

Except as expressly stated in a signed agreement between you and Zoren AI, the Service is provided “as is” and “as available,” without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or completely secure, or that any prior-authorization request submitted through the Service will be approved by a payer. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.

11. Limitation of liability

To the maximum extent permitted by applicable law, and except for liability arising from a party’s gross negligence, willful misconduct, or a breach of confidentiality or HIPAA obligations under an applicable BAA: (a) neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or goodwill, arising out of or related to these Terms or the Service, even if advised of the possibility of such damages; and (b) each party’s total aggregate liability arising out of or related to these Terms or the Service will not exceed the amounts paid by Customer to Zoren AI for the Service in the twelve (12) months preceding the event giving rise to the claim.

Nothing in these Terms limits or excludes liability that cannot be limited or excluded under applicable law — including, where applicable, liability for death or personal injury caused by negligence, liability for fraud, or liability that cannot be waived under HIPAA or applicable state healthcare, consumer-protection, or medical-malpractice law. This Section is intended to allocate commercial risk between sophisticated business parties, not to limit the rights of any individual patient, who is not a party to these Terms.

12. Indemnification

Customer agrees to indemnify and hold Zoren AI harmless from third-party claims arising from Customer’s breach of these Terms, Customer’s violation of applicable law, or Customer Data submitted without proper authorization, except to the extent caused by Zoren AI’s breach of these Terms or applicable law. Zoren AI agrees to indemnify and hold Customer harmless from third-party claims that the Service, as provided by us and used in accordance with these Terms, infringes a third party’s intellectual property rights. [Placeholder — finalize mutual indemnification scope and procedure with counsel.]

13. Term & termination

These Terms remain in effect for as long as you or your Customer organization use the Service. We may suspend or terminate access for material breach of these Terms, non-payment, or as required by law, subject to any notice and cure periods in the applicable Customer agreement. Upon termination, Customer’s right to access the Service ends, and we will handle Customer Data as described in the applicable Customer agreement and our Data Policy.

14. Dispute resolution

[Placeholder — arbitration and class-action-waiver language, if desired, must be drafted and reviewed by counsel licensed in the applicable jurisdiction(s). Enforceability of arbitration clauses and class-action waivers varies by jurisdiction and claim type, and some claims — including certain healthcare, consumer-protection, and statutory claims — may not be subject to mandatory arbitration in some jurisdictions. Do not publish generic arbitration language without jurisdiction-specific legal review.]

15. Governing law

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles, except where applicable law requires otherwise. Delaware is used here because Zoren AI is incorporated there — this is the conventional default for a Delaware corporation and is lower-risk than most other clauses on this page, but it should still be confirmed by counsel, particularly if most Customers or disputes are concentrated in a different state.

16. Changes to these terms

We may update these Terms from time to time. If we make material changes, we will update the “Last updated” date above and, where required by an applicable Customer agreement or by law, provide additional notice. Continued use of the Service after an update constitutes acceptance of the revised Terms to the extent permitted by law.

17. General provisions

If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable. These Terms, together with any applicable order form, BAA, or master services agreement, constitute the entire agreement between the parties regarding the Service. Neither party may assign these Terms without the other party’s consent, except in connection with a merger, acquisition, or sale of substantially all assets.

18. Contact us

Questions about these Terms can be sent to info@zoren.ai or to Zoren Inc., Wilmington, Delaware [street address — placeholder, confirm with your registered agent].