DrSwarm Terms of Service (v1)

1. Acceptance of These Terms

By accessing or using the Services, you agree to these Terms of Service ("Terms"). If you are using the Services on behalf of an organization, you represent that you have authority to bind that organization, and "Customer" refers to that organization.

2. Eligibility and Account Registration

You must be at least 18 years old and capable of forming a binding contract. You are responsible for all activity under your account(s) and for maintaining the confidentiality of credentials. You must promptly notify us of unauthorized use.

3. Services; Changes

We may modify, suspend, or discontinue any part of the Services at any time. We may add or remove features, impose limits, or restrict access. If you have a paid subscription, we will use commercially reasonable efforts to provide notice of material changes that negatively impact paid functionality.

4. Customer Data

4.1 Customer Data.

"Customer Data" means any data, content, files, and information submitted to the Services by or on behalf of Customer, including any personal data and (if applicable) protected health information ("PHI"). Customer retains ownership of Customer Data.

4.2 License to Operate the Services.

Customer grants DrSwarm a worldwide, non-exclusive license to host, copy, transmit, display, process, and create derivative works of Customer Data solely to provide, maintain, secure, and improve the Services and as otherwise permitted by these Terms, the Privacy Policy, and (if applicable) a Business Associate Agreement ("BAA").

4.3 Customer Responsibilities.

Customer is responsible for:

• the legality and accuracy of Customer Data;
• obtaining all rights, consents, and permissions required to provide Customer Data to us and for our processing of it;
• configuring the Services appropriately for Customer's intended use; and
• complying with all laws and regulations applicable to Customer's use of the Services (including healthcare laws, if applicable).

4.4 Data Export/Deletion.

We may provide tools to export or delete Customer Data. Where required by law or contract, we will support reasonable requests to delete Customer Data; however, we may retain certain data for legal, security, and backup purposes as described in the Privacy Policy.

5. PHI, HIPAA, and BAA

If Customer is a "Covered Entity" or "Business Associate" under HIPAA and Customer will provide PHI to the Services, Customer must enter into a BAA with DrSwarm before transmitting PHI unless DrSwarm explicitly authorizes otherwise in writing. If there is a conflict between these Terms and the BAA regarding PHI, the BAA controls.

Important: The Services are not a substitute for professional medical judgment. DrSwarm does not provide medical advice.

6. Acceptable Use

Customer and Users must not:

• violate any law or regulation;
• upload malware or attempt to disrupt the Services;
• probe, scan, or test vulnerabilities, or bypass access controls;
• access or use the Services to build a competing product;
• scrape the Services except as explicitly permitted;
• reverse engineer the Services (except where prohibited by law);
• use the Services to generate or disseminate harmful, unlawful, or infringing content; or
• use the Services in a way that could cause harm to patients or third parties, including for emergency or life-critical decision-making.

We may suspend or terminate access for violations or suspected misuse.

7. Third-Party Services

The Services may integrate with third-party services (e.g., EHRs, messaging, cloud platforms, LLM providers). Third-party services are governed by their own terms and policies. DrSwarm is not responsible for third-party services, their availability, or their security practices.

8. Fees; Taxes; Payment

If Customer purchases a subscription, Customer agrees to pay the fees and applicable taxes. Fees are non-refundable except as required by law or as expressly stated in an order form. We may change fees with notice for renewals or future periods.

9. Term; Termination

These Terms start when Customer first uses the Services and continue until terminated. Either party may terminate for convenience with notice if no paid term is in effect, or as set forth in an order form. We may suspend or terminate immediately for (a) violation of these Terms, (b) security risk, or (c) non-payment.

Upon termination, Customer's access will end. We may delete Customer Data after a reasonable period, subject to the Privacy Policy and any BAA or legal retention obligations.

10. Confidentiality

"Confidential Information" includes non-public information disclosed by one party to the other that is marked or reasonably understood to be confidential, including product plans, security details, and Customer Data. The receiving party will protect Confidential Information using reasonable care and not disclose it except to provide the Services or as required by law.

11. Intellectual Property

DrSwarm retains all rights in the Services, including software, designs, and documentation, and any improvements. Customer receives only the rights expressly granted in these Terms.

Feedback. If Customer provides feedback, suggestions, or ideas, Customer grants DrSwarm a perpetual, irrevocable, royalty-free license to use them without restriction.

12. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." DRSWARM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. DRSWARM DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• DRSWARM WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL.
• DRSWARM'S TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO DRSWARM FOR THE SERVICES IN THE 3 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

Some jurisdictions do not allow certain limitations; in that case, liability is limited to the maximum extent permitted by law.

14. Indemnification

Customer will defend and indemnify DrSwarm from claims arising out of (a) Customer Data, (b) Customer's use of the Services in violation of these Terms or law, or (c) Customer's products/services, including any patient harm claims tied to Customer decisions or workflows.

DrSwarm will defend and indemnify Customer against third-party claims that the Services infringe a U.S. patent, copyright, or trademark, and pay resulting costs and damages finally awarded, provided Customer promptly notifies DrSwarm and cooperates. DrSwarm may modify the Services, obtain a license, or terminate the affected portion with a pro-rated refund of prepaid fees for the terminated portion of the paid term.

15. Dispute Resolution; Governing Law

Governing Law. Delaware law applies, excluding conflict-of-laws rules.

Venue. The state and federal courts located in Delaware will have exclusive jurisdiction, and both parties consent to venue there.

Injunctive Relief. Either party may seek injunctive relief to prevent misuse of intellectual property or Confidential Information.

16. General

• Assignment. Customer may not assign these Terms without DrSwarm's written consent; DrSwarm may assign in connection with a merger, acquisition, or sale of assets.
• Force Majeure. Neither party is liable for delays beyond reasonable control.
• Severability. If any provision is unenforceable, the rest remains in effect.
• Entire Agreement. These Terms, any order form, the Privacy Policy, and any BAA are the entire agreement.
• Order of Precedence. If there is a conflict: order form → BAA (for PHI) → these Terms → Privacy Policy (except Privacy Policy controls disclosures/collection practices).

Contact: legal@drswarm.com