Terms of Service

1. Acceptance of Terms

By accessing or using the SecureCHEK AI platform and services ("Services"), you agree to be bound by these Terms of Service ("Terms"). If you are using the Services on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms.

If you do not agree to these Terms, you may not access or use the Services.

2. Description of Services

SecureCHEK AI provides an AI-powered SaaS platform for promotional content review and Medical, Legal, and Regulatory (MLR) workflow management. The Platform is a decision-support tool designed to streamline MLR review operations; it does not constitute legal, medical, or regulatory advice, and final review and approval determinations remain the responsibility of Customer. Our Services include:

• Automated claims library building and management
• Content pre-checking and validation against approved claims
• Quality assessment reporting for MLR reviewers
• Workflow management and collaboration tools

3. Account Registration and Security

To access the Services, you must register for an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Maintain the security of your password and accept responsibility for all activities under your account
• Notify us immediately of any unauthorized use of your account

4. Acceptable Use

You agree not to:

• Use the Services for any unlawful purpose or in violation of any applicable laws or regulations
• Attempt to gain unauthorized access to any portion of the Services or any other systems or networks
• Interfere with or disrupt the integrity or performance of the Services
• Upload or transmit any viruses, malware, or other malicious code
• Reverse engineer, decompile, or disassemble any aspect of the Services
• Use the Services to infringe upon the intellectual property rights of others
• Share account credentials or allow unauthorized users to access your account

5. Intellectual Property

5.1 SecureCHEK AI Property

The Services, including all software, algorithms, user interfaces, designs, and documentation, are owned by SecureCHEK AI and protected by intellectual property laws. Nothing in these Terms grants you any right, title, or interest in the Services except for the limited license to use the Services as provided herein.

5.2 Customer Data

You retain all rights to the data and content you upload to the Services ("Customer Data"). You grant SecureCHEK AI a limited, non-exclusive license to use Customer Data solely to provide the Services to you.

5.3 No AI Training on Customer Data New

SecureCHEK AI expressly agrees that Customer Data will not be used to train, retrain, fine-tune, or otherwise improve any AI or machine learning model without Customer's prior written consent. This prohibition applies to all content, claims, documents, and metadata submitted by or on behalf of Customer through the Services. SecureCHEK AI's AI models are developed and maintained using proprietary data sets independent of Customer Data.

5.4 Infrastructure Logs and Data Attribution New

The Services operate on cloud infrastructure hosted by Amazon Web Services (AWS), including services such as AWS Bedrock. Certain infrastructure-level logs generated by these underlying services are account-level in nature and are not attributable to any individual Customer or their specific data. Such logs are maintained solely for operational, security, and infrastructure compliance purposes and do not constitute Customer Data under these Terms.

6. Publicity and Branding New

Neither party shall issue any press release, public announcement, blog post, case study, or other external communication that references the other party's name, logo, marks, or trademarks without the prior written consent of the other party. SecureCHEK AI will not identify Customer by name or implication in any marketing materials, investor presentations, product demonstrations, or other public-facing communications without express written authorization from an authorized representative of Customer.

This restriction applies regardless of the nature of the relationship. Consent granted for one use does not constitute blanket approval for additional uses.

7. Confidentiality

Each party agrees to maintain the confidentiality of the other party's confidential information and not to disclose such information to any third party without prior written consent, except as required by law or as necessary to provide the Services. Confidential Information includes, without limitation, the Platform technology, pricing, product roadmap, Customer Data, and each party's internal business processes.

8. Service Level and Support

SecureCHEK AI will use commercially reasonable efforts to maintain the availability and performance of the Services. Specific service level commitments, if any, are set forth in your subscription agreement or order form.

9. Fees and Payment

Fees for the Services are set forth in your subscription agreement or order form. All fees are non-refundable except as expressly provided in your subscription agreement. We reserve the right to change fees upon notice and at the start of any renewal term.

10. Term and Termination

These Terms remain in effect until terminated. Either party may terminate for cause upon written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days of receiving notice. Upon termination, your right to access the Services will immediately cease. SecureCHEK AI will handle Customer Data following termination in accordance with any applicable Data Processing Agreement or subscription agreement.

11. Disclaimer of Warranties

12. Limitation of Liability

13. Indemnification

You agree to indemnify and hold harmless SecureCHEK AI and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to your use of the Services, your violation of these Terms, or your violation of any rights of a third party.

14. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Any disputes arising from these Terms shall be resolved exclusively in the state or federal courts located in New York County, New York.

Before initiating formal legal proceedings, the parties agree to attempt in good faith to resolve any dispute through executive-level negotiation for a period of no less than thirty (30) days following written notice of the dispute.

15. Changes to Terms

We may modify these Terms from time to time. We will notify you of any material changes by posting the updated Terms on our website and updating the "Last Updated" date. Your continued use of the Services after any such changes constitutes your acceptance of the new Terms. For Customers operating under a separately executed Master Services Agreement or enterprise agreement, the terms of such agreement shall govern in the event of any conflict with these Terms.

16. Force Majeure New

Neither party shall be liable for any delay or failure in performance resulting from causes beyond their reasonable control, including but not limited to acts of God, government actions, internet or telecommunications outages, third-party infrastructure failures, natural disasters, pandemics, or labor disputes. The affected party shall provide prompt written notice of the force majeure event and use commercially reasonable efforts to resume performance as soon as practicable.

17. General Provisions

Entire Agreement

These Terms, together with any applicable subscription agreement, Data Processing Agreement, or Master Services Agreement, constitute the entire agreement between you and SecureCHEK AI regarding the Services.

Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

Waiver

The failure of SecureCHEK AI to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

Assignment

You may not assign or transfer these Terms without our prior written consent. SecureCHEK AI may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets, provided that the acquiring entity agrees to be bound by these Terms.

18. Contact Information

If you have any questions about these Terms, please contact us at: