Terms of Service

Platform services

Mergic provides a multimodal AI platform for precision medicine that unifies imaging, genomics, pathology, and clinical notes into GPU-accelerated workflows. Services include imaging AI (Vision), genomics pipelines (Helix), drug discovery (Forge), clinical reasoning agents (Lumen), governance controls (Citadel), and a unified data layer (Atlas).

Services are delivered as software-as-a-service (SaaS), private cloud deployment (VPC), on-premises installation, or hybrid configurations as specified in your service agreement.

Support and maintenance

Enterprise subscriptions include technical support, platform updates, security patches, and access to new features released during your subscription term. Support response times and channels are defined in your service agreement.

Professional services

Optional professional services include deployment planning, integration implementation, workflow customization, model fine-tuning, and clinical validation support. Professional services are scoped and priced separately from platform subscriptions.

Service changes

Mergic may update, modify, or discontinue features with reasonable notice. Material changes that reduce contracted functionality will be communicated at least 90 days in advance, and customers may terminate without penalty if changes materially diminish service value.

Permitted use

You may use Mergic to process clinical, genomics, and research data for diagnosis, care delivery, drug discovery, clinical research, and other lawful healthcare and life sciences purposes consistent with applicable regulations and your service agreement.

Prohibited conduct

You may not: (a) use the platform for unlawful purposes or to violate patient rights; (b) attempt to reverse engineer, decompile, or extract proprietary algorithms; (c) share access credentials or sublicense platform access; (d) use the platform to train competing AI models; (e) overload systems or attempt unauthorized access; (f) remove or obscure proprietary notices; or (g) use output to harm individuals or discriminate in care delivery.

Clinical use responsibilities

Mergic provides AI-assisted decision support tools, not autonomous diagnostic systems. You remain responsible for clinical decision-making, regulatory compliance, patient consent, and validation of AI outputs before use in care delivery. AI-generated summaries and recommendations must be reviewed by qualified healthcare professionals.

Compliance obligations

You are responsible for complying with HIPAA, state privacy laws, FDA regulations, institutional review board requirements, patient consent obligations, and other applicable laws governing your use of patient data and deployment of clinical AI systems.

Mergic IP

Mergic retains all intellectual property rights in the platform, including software, models, algorithms, user interfaces, documentation, and improvements made during your subscription. Your subscription grants a limited, non-exclusive, non-transferable license to use Mergic services as specified in your service agreement.

Your data

You retain all ownership rights to patient data, genomics data, imaging studies, and other content you input into the platform. You grant Mergic a limited license to process your data solely to deliver contracted services and improve platform performance using aggregated, de-identified data as permitted by your service agreement and BAA.

Feedback and suggestions

If you provide feedback, feature requests, or suggestions about the platform, Mergic may use that feedback to improve services without obligation or compensation to you. Feedback does not include your confidential information or patient data.

Third-party components

The platform incorporates open-source and third-party components (NVIDIA Clara, MONAI, Parabricks, BioNeMo) governed by their respective licenses. Use of these components through Mergic does not grant independent license rights; customers using on-premises deployments may need separate NVIDIA licensing.

Data controller / processor roles

For PHI processing, you act as the Covered Entity or Business Associate (HIPAA data controller), and Mergic acts as a Business Associate (HIPAA data processor) under the terms of our signed BAA. Mergic processes PHI solely on your instructions and does not determine the purposes or means of PHI processing.

Data quality and accuracy

You are responsible for the quality, accuracy, and legal rights to data you input into the platform. Mergic is not liable for decisions made based on inaccurate, incomplete, or unlawfully obtained input data.

Data security

Mergic implements industry-standard security controls as described in our Privacy Policy and BAA. You are responsible for access controls, user authentication, appropriate use of platform features, and security of your network and devices.

Data retention and deletion

PHI is retained within your deployment boundary for the duration of your subscription and as required by law or your retention policies. Upon termination, Mergic will return or securely delete PHI as specified in the BAA. De-identified, aggregated usage data may be retained for platform improvement.

Service warranties

Mergic warrants that services will perform materially as described in documentation and will be delivered with reasonable care and skill. Enterprise customers receive uptime service level agreements with credits for breaches. Mergic does not warrant that services will be error-free, uninterrupted, or meet your specific requirements.

Disclaimer of clinical warranties

MERGIC PROVIDES DECISION SUPPORT TOOLS, NOT CLINICAL ADVICE. MERGIC DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR CLINICAL VALIDITY OF AI OUTPUTS. AI-GENERATED RECOMMENDATIONS ARE NOT A SUBSTITUTE FOR PROFESSIONAL CLINICAL JUDGMENT. YOU ARE SOLELY RESPONSIBLE FOR CLINICAL DECISIONS AND PATIENT CARE.

Limitation of liability

Mergic's total liability for any claims arising from your use of services is limited to amounts paid by you in the 12 months preceding the claim. Mergic is not liable for indirect, consequential, incidental, or punitive damages including lost profits, lost data, or business interruption.

Exceptions to limitations

Liability limitations do not apply to: (a) breaches of confidentiality or data security obligations under the BAA; (b) gross negligence or willful misconduct; (c) violation of intellectual property rights; or (d) claims that cannot be limited under applicable law.

Indemnification

You will indemnify Mergic against third-party claims arising from: (a) your breach of these terms; (b) your violation of laws or patient rights; (c) your use of AI outputs in clinical care without appropriate validation; or (d) infringement claims based on your data or content. Mergic will indemnify you against claims that the platform infringes third-party intellectual property rights.

Termination by customer

You may terminate your subscription at the end of the current subscription term by providing 60 days' written notice. Early termination of multi-year agreements may require payment of remaining fees unless Mergic materially breaches the service agreement.

Termination by Mergic

Mergic may suspend or terminate services immediately if you: (a) breach acceptable use policies or payment obligations; (b) use the platform for unlawful purposes; (c) pose a security risk to the platform or other customers; or (d) materially breach the service agreement or BAA.

Effect of termination

Upon termination: (a) your access to the platform will be discontinued; (b) Mergic will return or securely delete PHI as specified in the BAA; (c) you must cease using the platform and delete downloaded software; (d) accrued payment obligations survive; and (e) provisions relating to confidentiality, IP, liability, and dispute resolution survive termination.

Data export

During the 30-day period following termination, you may export your data in standard formats. After this transition period, Mergic may securely delete data from production systems while retaining backup copies as required by law or retention policies.

Applicable law

These Terms of Service and your use of Mergic services are governed by the laws of the State of Delaware, United States, without regard to conflict of law principles. HIPAA, federal healthcare regulations, and state healthcare privacy laws apply to the extent you use the platform to process PHI.

Dispute resolution

Disputes arising from these terms will be resolved through good-faith negotiation. If negotiation fails, disputes will be resolved through binding arbitration under the rules of the American Arbitration Association, with arbitration seated in Wilmington, Delaware. Each party bears its own costs, and the arbitrator may award reasonable attorneys' fees to the prevailing party.

Exceptions to arbitration

Either party may seek injunctive relief in court for breaches of confidentiality, intellectual property violations, or security incidents requiring immediate action. Arbitration does not apply to small claims court actions below the jurisdictional threshold.

Class action waiver

Disputes must be brought on an individual basis. You may not bring claims as a class member in a class action, consolidated action, or representative proceeding. This waiver does not apply to the extent prohibited by law.

Entire agreement

These Terms of Service, together with your executed Master Service Agreement, Order Form, Business Associate Agreement, and incorporated policies (Privacy Policy, Data Processing Addendum) constitute the entire agreement between you and Mergic and supersede prior understandings.

Amendments

Mergic may update these terms with 30 days' notice. Material changes will be communicated via email. Continued use after changes indicates acceptance. Changes to pricing, service levels, or liability require amendment to the Master Service Agreement.

Assignment

You may not assign or transfer your service agreement without Mergic's prior written consent. Mergic may assign this agreement to an affiliated entity or successor in connection with a merger, acquisition, or sale of assets.

Severability

If any provision of these terms is found unenforceable, the remaining provisions remain in full force. Unenforceable provisions will be modified to the minimum extent necessary to make them enforceable while preserving intent.

Force majeure

Neither party is liable for delays or failures due to causes beyond reasonable control, including natural disasters, pandemics, war, terrorism, strikes, internet outages, or government actions, provided the affected party uses reasonable efforts to mitigate impact.

Contact for legal notices

Legal notices should be sent to: Mergic Legal Department, via legal@mergic.com. Notices are effective when received.