These Terms of Service ("Terms") are a legal agreement between you (either an individual or the entity you represent, "Customer") and Atman Labs, Inc. ("Jiva", "we", "us"). By accessing or using the Jiva platform and related services (the "Services"), you agree to be bound by these Terms. If you do not agree, do not use the Services.
1. Definitions
- "Services" means the Jiva AI clinical platform, web application, APIs, and any associated software or support provided by Jiva.
- "Customer Data" means all data, including Protected Health Information (PHI), submitted to the Services by or on behalf of Customer.
- "Authorized User" means any employee, contractor, or agent of Customer who is authorized to access the Services under Customer's account.
- "Order Form" means a written or electronic order document executed by both parties that specifies the Services, fees, and term.
2. Access & License
Subject to these Terms and timely payment of fees, Jiva grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for Customer's internal business operations during the subscription term specified in the applicable Order Form.
Customer may not: (a) sublicense, resell, or distribute the Services; (b) reverse-engineer, decompile, or attempt to extract source code; (c) use the Services to build a competing product; or (d) remove or obscure any proprietary notices.
3. Accounts & Security
Customer is responsible for maintaining the confidentiality of account credentials and for all activities that occur under its account. Customer must notify Jiva immediately at security@atmanlabs.ai upon discovering any unauthorized access. Jiva is not liable for losses resulting from unauthorized use of credentials that Customer failed to secure.
Each login credential may only be used by a single named individual. Sharing credentials across multiple users is prohibited.
4. Fees & Payment
Fees are set forth in the applicable Order Form. Unless otherwise stated:
- Fees are invoiced annually in advance and are non-refundable except as expressly stated herein.
- Undisputed invoices are due net 30 days from invoice date.
- Overdue balances accrue interest at 1.5% per month (or the maximum allowed by law, if lower).
- Jiva may suspend access for overdue balances after 15 days' written notice.
- Fees are exclusive of taxes; Customer is responsible for all applicable sales, use, VAT, or similar taxes.
5. Customer Data & HIPAA
Customer retains all ownership of Customer Data. Jiva processes Customer Data solely to provide and improve the Services and as directed by Customer. When Customer Data includes PHI, the parties' Business Associate Agreement ("BAA"), incorporated herein by reference, governs the processing of such data.
Customer represents that it has obtained all necessary consents, authorizations, and permissions required to submit Customer Data to the Services and to permit Jiva's processing thereof.
6. Confidentiality
Each party ("Receiving Party") agrees to protect the other party's ("Disclosing Party") Confidential Information using at least the same degree of care it uses for its own confidential information (no less than reasonable care), and not to disclose Confidential Information to third parties or use it for any purpose outside these Terms. "Confidential Information" excludes information that is publicly known, independently developed, rightfully received from a third party without restriction, or required to be disclosed by law.
7. Intellectual Property
Jiva retains all right, title, and interest in the Services, platform software, AI models, and any improvements thereto, including all related intellectual property rights. Nothing in these Terms transfers ownership of the Services or any Jiva IP to Customer.
Jiva may use anonymized, aggregated, de-identified data derived from Customer's use of the Services to improve models and Services, provided such data cannot reasonably be used to identify Customer or any individual.
8. Warranties
Jiva warrants that: (a) the Services will perform materially in accordance with the applicable documentation; (b) Jiva will implement and maintain reasonable security measures; and (c) Jiva has the right to grant the license in Section 2.
Customer warrants that: (a) it has the authority to enter into these Terms; (b) its use of the Services will comply with applicable laws; and (c) Customer Data does not infringe third-party rights.
EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE SERVICES ARE PROVIDED "AS IS." JIVA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, JIVA'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER IN THE 12 MONTHS PRECEDING THE CLAIM.
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
These limitations do not apply to: (a) Customer's payment obligations; (b) indemnification obligations; (c) a party's gross negligence or willful misconduct; or (d) death or personal injury caused by negligence.
10. Indemnification
Each party ("Indemnitor") will defend, indemnify, and hold harmless the other party and its officers, directors, employees, and agents from claims, damages, and costs (including reasonable legal fees) arising from: (a) Indemnitor's breach of these Terms; (b) Indemnitor's gross negligence or willful misconduct; or (c) in the case of Customer, Customer Data or Customer's use of the Services in violation of applicable law.
11. Term & Termination
These Terms commence on the date Customer first accesses the Services and continue for the subscription term in the Order Form, renewing automatically for successive one-year terms unless either party provides 60 days' written notice of non-renewal.
Either party may terminate for cause if the other party materially breaches these Terms and fails to cure within 30 days of written notice. Upon termination, Customer's license immediately terminates. Jiva will make Customer Data available for export for 30 days post-termination, after which Jiva may delete it.
12. Governing Law & Disputes
These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law rules. Any dispute that cannot be resolved informally will be submitted to binding arbitration under the JAMS Streamlined Rules, conducted in San Francisco, CA. Either party may seek injunctive relief in any court of competent jurisdiction.
13. Changes to These Terms
Jiva may modify these Terms with 30 days' notice via email or in-product notification. Continued use of the Services after the effective date constitutes acceptance of the revised Terms. For material changes, Customer may terminate without penalty within 30 days of notice.
14. General
- Entire Agreement — These Terms, the Order Form, and BAA (if applicable) constitute the entire agreement and supersede all prior agreements.
- Severability — If any provision is found unenforceable, the remaining provisions continue in full force.
- Waiver — Failure to enforce any provision is not a waiver of future enforcement.
- Assignment — Customer may not assign these Terms without Jiva's prior written consent. Jiva may assign in connection with a merger or acquisition.
- Notices — Legal notices to Jiva must be sent to legal@atmanlabs.ai.
15. Contact
Atman Labs, Inc.Attn: Legal Team
legal@atmanlabs.ai