Terms of Service

ACCEPTANCE OF TERMS

BY INSTALLING, COPYING, OR USING OCTOPUSLM, YOU AGREE TO THESE TERMS OF SERVICE. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE SOFTWARE.

If you are accepting these terms on behalf of an organization, you represent that you have authority to bind that organization.

PROVIDER ENTITIES

This agreement is between you ("Customer") and:

• For Canadian Customers: Neopric Inc., Saint John, New Brunswick, Canada
• For United States Customers: Saani Corporation, Pennsylvania, USA

(collectively or individually, "Provider")

Your Provider is determined by your billing address or primary place of business.

1. SERVICE DESCRIPTION

OctopusLM is desktop software that processes medical documents locally using artificial intelligence. The application connects to Provider's API gateway for AI processing.

2. BETA PROGRAM AND TRIAL TERMS

2.1 Beta Program

Customers invited to the beta program receive early access to pre-release features. Beta software may contain bugs, errors, or incomplete features; may change significantly before general release; has no guaranteed uptime or support response times; and may be discontinued or substantially modified. Beta access is provided at no charge or at discounted rates as communicated separately.

2.2 Trial Period

Customers not in the beta program receive a 14-day free trial with full feature access beginning on the date of installation or first use. No payment is required during the trial.

2.3 Conversion to Paid Subscription

To continue using OctopusLM after the beta or trial period ends, Customers must purchase a subscription. If Customer does not convert to a paid subscription, API access will be disabled. The desktop application and all local data remain accessible.

2.4 Pricing

Pricing is communicated separately based on Customer's usage requirements. Provider may modify pricing with 30 days advance notice.

2.5 Feedback

Customer grants Provider royalty-free license to use any feedback, suggestions, or bug reports for product improvement without compensation or attribution.

3. DATA PROCESSING & PRIVACY

3.1 Local Storage

All patient health information (PHI) is stored exclusively on Customer's local device. The customer maintains full control of all PHI.

3.2 Cloud Processing by Region

Canadian Customers: API Gateway and AI Processing via Azure Canada Central.

United States Customers: API Gateway and AI Processing via Azure East US.

Document content is transmitted to the applicable Azure OpenAI region for AI analysis during active processing requests only.

3.3 No Cloud Storage

Provider does not store, log, archive, or retain any PHI or medical documents. API requests are processed in real-time and not persisted.

3.4 Encryption & Security

All API communications encrypted via TLS 1.3. API credentials stored securely in desktop applications. Keys managed in Azure Key Vault. SOC 2 Type II certified infrastructure.

3.5 Subprocessors

Provider uses Microsoft Azure and Azure OpenAI as subprocessors. Microsoft maintains compliant data processing agreements for both PIPEDA (Canada) and HIPAA (United States).

4. CLINICAL USE DISCLAIMERS

4.1 NOT A MEDICAL DEVICE

OctopusLM is NOT a medical device and is NOT approved, cleared, or certified by Health Canada, the U.S. Food and Drug Administration (FDA), or any regulatory authority. It is administrative software for document processing only.

4.2 DECISION SUPPORT ONLY

AI-generated outputs are for informational and administrative purposes only. They do NOT constitute medical diagnosis, treatment recommendations, clinical decision-making, or patient care guidance.

4.3 CUSTOMER RESPONSIBILITY

Licensed healthcare providers remain solely responsible for all clinical decisions, patient diagnosis and treatment, reviewing and validating all AI outputs, and compliance with medical standards of care.

4.4 NO SUBSTITUTE FOR CLINICAL JUDGMENT

OctopusLM outputs must be independently verified by qualified healthcare professionals. Never rely solely on AI-generated content for patient care decisions.

4.5 ACCURACY NOT GUARANTEED

AI models may produce errors, hallucinations, or incomplete information. Customer must review all outputs for accuracy, validate medical information independently, apply clinical expertise and judgment, and correct or discard inaccurate outputs.

4.6 NO EMERGENCY USE

Do NOT use OctopusLM for emergency medical situations, time-critical clinical decisions, life-threatening conditions, or real-time patient monitoring.

5. COMPLIANCE RESPONSIBILITY

5.1 Canadian Customers

Customer is solely responsible for compliance with PIPEDA (federal), applicable provincial health privacy laws (e.g., PHIPAA in New Brunswick, PHIPA in Ontario, HIA in Alberta), provincial College standards, and institutional policies.

5.2 United States Customers

Customer is solely responsible for compliance with HIPAA Privacy Rule and Security Rule, state health privacy laws, applicable state medical board regulations, and institutional policies.

PROVIDER DOES NOT SIGN BUSINESS ASSOCIATE AGREEMENTS (BAAs). Customer acknowledges that Provider is a conduit for data transmission to Azure OpenAI and does not create, receive, maintain, or transmit PHI on behalf of Customer except for real-time processing. Microsoft Azure maintains BAA coverage for Azure OpenAI services. Customers should execute a BAA directly with Microsoft if required for their compliance program.

5.3 No Legal or Compliance Advice

Provider does not provide legal, medical, or compliance advice. Consult appropriate professionals for guidance on regulatory requirements.

6. LICENSE GRANT

6.1 License

Provider grants Customer a non-exclusive, non-transferable, revocable license to use OctopusLM during the subscription, trial, or beta period. One license per device/user unless otherwise agreed.

6.2 Restrictions

Customers may NOT reverse engineer, decompile, or disassemble the software; sublicense, resell, or redistribute; remove proprietary notices; or use for unlawful purposes.

7. CUSTOMER RESPONSIBILITIES

Customers agree to maintain device security and access controls, use strong passwords and authentication, backup local databases regularly, comply with all applicable privacy and healthcare laws, secure and protect API credentials, report security incidents immediately, and use only for lawful purposes.

8. SERVICE AVAILABILITY

8.1 Uptime Target

99% uptime target for API gateway (excluding scheduled maintenance). During beta, uptime is best-effort only.

8.2 Offline Functionality

Desktop app is accessible offline. AI features require API connection.

9. INTELLECTUAL PROPERTY

9.1 Provider Rights

Provider retains all rights to OctopusLM software, algorithms, models, API, and documentation.

9.2 Customer Data

Customer retains all rights to their medical documents, patient data, and content processed through OctopusLM.

10. SECURITY & BREACH NOTIFICATION

10.1 Security Measures

Provider implements industry-standard security controls including encryption, access controls, and monitoring.

10.2 Breach Notification

Provider will notify Customer within 72 hours of discovering any security incident that may have affected Customer data in transit.

10.3 Customer Incident Response

Customer is responsible for notifying affected patients and authorities per applicable law (PIPEDA, HIPAA, state breach notification laws).

11. WARRANTY DISCLAIMER

SOFTWARE IS PROVIDED "AS-IS" AND "AS-AVAILABLE."

PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY OF AI OUTPUTS, UNINTERRUPTED OPERATION, OR ERROR-FREE PERFORMANCE.

CUSTOMER USES OCTOPUSLM AT THEIR OWN RISK.

12. LIMITATION OF LIABILITY

12.1 Maximum Liability

Provider's total aggregate liability is limited to fees actually paid by Customer in the 12 months preceding the claim, or $100 USD/CAD if no fees were paid (e.g., during free trial or beta).

12.2 Excluded Damages

PROVIDER IS NOT LIABLE FOR: indirect, incidental, special, consequential, or punitive damages; lost profits, revenue, or data; medical malpractice or patient harm; regulatory fines or penalties; or third-party claims.

12.3 Medical Decisions

PROVIDER IS NOT LIABLE FOR ANY MEDICAL DECISIONS, DIAGNOSES, TREATMENTS, OR PATIENT OUTCOMES BASED ON OCTOPUSLM OUTPUTS.

12.4 Essential Purpose

These limitations apply even if any remedy fails of its essential purpose.

13. INDEMNIFICATION

Customer agrees to indemnify, defend, and hold harmless Provider from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from Customer's use of OctopusLM, medical decisions made using AI outputs, Customer's violation of applicable laws, patient harm or malpractice claims, or unauthorized access caused by Customer's failure to secure credentials.

14. TERMINATION

14.1 Termination Rights

Either party may terminate with 15 days written notice (email sufficient).

14.2 Immediate Termination

Provider may terminate immediately if Customer breaches these terms, uses the software for illegal purposes, or (for paid subscriptions) fails to pay after 15 days notice.

14.3 Effect of Termination

Upon termination, API access is disabled and license terminates. Customer data remains on Customer's local device. No refunds for partial periods.

15. UPDATES & MODIFICATIONS

15.1 Software Updates

Updates distributed via email notification with download link. Customer is responsible for backing up local data before installing updates.

15.2 Terms Modifications

Provider may modify these terms with 30 days notice via email. Continued use after the effective date constitutes acceptance. If Customer does not agree to modified terms, Customer must stop using the software.

16. GENERAL PROVISIONS

16.1 Governing Law & Jurisdiction

Canadian Customers: Laws of New Brunswick, Canada. Disputes resolved in courts of New Brunswick.

United States Customers: Laws of Pennsylvania, USA. Disputes resolved in state or federal courts in Pennsylvania.

16.2 Entire Agreement

These terms constitute the entire agreement and supersede all prior agreements regarding OctopusLM.

16.3 Severability

If any provision is found unenforceable, the remaining provisions remain in full effect.

16.4 Assignment

Customer may not assign without Provider's written consent. Provider may assign freely in connection with merger, acquisition, or sale of assets.

16.5 Force Majeure

Neither party is liable for delays due to circumstances beyond reasonable control.

16.6 Notices

Email to addresses on file constitutes valid notice.

16.7 No Waiver

Failure to enforce any provision does not waive Provider's right to enforce it later.

CONTACT INFORMATION

Neopric Inc. (Canada) Saint John, New Brunswick, Canada Email: info@neopric.com

Saani Corporation (USA) Pennsylvania, USA Email: info@neopric.com