Subscription Agreement for the QliniQ Platform
Effective Date and Version
Effective Date: April 27, 2026
Last Updated: April 27, 2026
Version: 2.0
Material changes will be communicated to account administrators by email and in-product notification at least thirty (30) days before they take effect, except as otherwise permitted under Section 38 (Modifications to Terms).
420 Technology Parkway NW, Suite 300
Peachtree Corners, Georgia 30092, United States
privacy@qliniq.ai | security@qliniq.ai | support@qliniq.ai
| Binding Contract Containing Arbitration and Class Action Waiver
These Terms of Service form a legally binding contract between you and QliniQ LLC. By accessing or using the Services, you agree to all of the terms below, including: Read these provisions carefully before agreeing. If you do not agree to all of these Terms, do not access or use the Services. |
These Terms of Service (“Terms” or “Agreement”) form a legally binding contract between QliniQ LLC, a Georgia limited liability company having its principal place of business at 420 Technology Parkway NW, Suite 300, Peachtree Corners, Georgia 30092 (“QliniQ,” “Company,” “we,” “us,” or “our”), and you, the subscribing organization or individual (“Subscriber,” “Customer,” or “you”). Each is a “Party” and together the “Parties.”
By (a) clicking an “I Accept,” “Sign Up,” “Continue,” or similar acceptance button presented with these Terms; (b) executing an Order Form, statement of work, or similar ordering document that references these Terms; or (c) accessing or using the Services in any manner, you acknowledge that you have read, understood, and agreed to be bound by these Terms.
If you are accepting these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that (i) you are an authorized representative of that entity, (ii) you have full legal authority to bind that entity to these Terms, and (iii) the entity agrees to be bound by these Terms. In that case, “you” and “Subscriber” refer to that entity. If you do not have such authority, you may not accept these Terms or use the Services.
The complete agreement between the Parties consists of:
In the event of any conflict or inconsistency between or among the documents listed above, the order of precedence shall be: (1) the BAA with respect to PHI; (2) any executed master subscription agreement (MSA), if applicable; (3) the applicable Order Form; (4) these Terms of Service; (5) the Privacy Policy; and (6) any service-specific terms. A more recently executed document controls over an earlier conflicting document of equal precedence.
Capitalized terms used in these Terms have the meanings set forth below or as otherwise defined in context.
| Term | Definition |
| Affiliate | With respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party, where “control” means ownership of more than 50% of the voting interests or equivalent. |
| Authorized User | An employee, agent, contractor, or other individual whom Subscriber permits to access and use the Services on Subscriber’s behalf, subject to the seat limits set forth in the applicable Order Form. |
| BAA | The Business Associate Agreement executed between QliniQ and Subscriber pursuant to Section 18, as required under HIPAA. |
| Business Day | Any day other than Saturday, Sunday, or a U.S. federal public holiday. |
| Confidential Information | Any non-public information disclosed by one Party to the other in connection with this Agreement that is identified as confidential or that, given the nature of the information or the circumstances of disclosure, would reasonably be understood to be confidential. Subscriber Data is Confidential Information of Subscriber. |
| Documentation | The user guides, technical specifications, and other documentation made available by QliniQ for the Services, as updated from time to time. |
| Effective Date | The date Subscriber first accepts these Terms, as set forth in Section 1.2, or the effective date of an Order Form, whichever is earlier. |
| HIPAA | The Health Insurance Portability and Accountability Act of 1996, the HITECH Act, and their implementing regulations at 45 C.F.R. Parts 160, 162, and 164, in each case as amended. |
| Order Form | A signed or accepted ordering document that identifies the subscription package, term, fees, Authorized User seats, and any other terms specific to Subscriber’s purchase. |
| PHI | Protected Health Information as defined at 45 C.F.R. § 160.103. |
| Services | The QliniQ cloud-based practice management platform (including the QliniQ core application, the Attorney Portal, the Site, related APIs, mobile applications, and supporting infrastructure), together with the Documentation, support services, and any updates, patches, and new versions made generally available to subscribers. |
| Site | The QliniQ website at https://www.qliniq.ai. |
| Subscriber Data | All electronic data and information uploaded, submitted, or generated by or on behalf of Subscriber and its Authorized Users in connection with the use of the Services, including patient and case records. |
| Subscription Term | The period during which Subscriber is authorized to access and use the Services pursuant to the applicable Order Form, including any renewal terms. |
| Subprocessor | A third party engaged by QliniQ to assist in providing the Services, such as a cloud hosting, communications, payment processing, or analytics provider. |
| Taxes | Any sales, use, value-added, gross-receipts, or similar taxes, duties, or levies imposed on the Services by any taxing authority, but excluding taxes based on QliniQ’s net income. |
Subscriber represents and warrants that: (a) Subscriber is a duly organized and validly existing legal entity, in good standing under the laws of its jurisdiction of organization; (b) the individual accepting these Terms is at least eighteen (18) years of age and has the authority to bind Subscriber; (c) Subscriber will use the Services solely for lawful business purposes within the scope of these Terms; and (d) Subscriber is not located in, or a national or resident of, any country or region that is subject to a comprehensive U.S. trade embargo, and is not on any U.S. government list of restricted parties (including the Specially Designated Nationals list maintained by the U.S. Department of the Treasury Office of Foreign Assets Control).
The Services are designed for medical clinics that treat personal injury patients in the United States. The Services are intended for use by clinic owners, administrators, clinical staff, billing coordinators, and law firm partners working with such clinics. The Services are not intended for use by consumers or for personal, family, or household purposes.
QliniQ offers the Services within the United States. QliniQ does not represent that the Services are available, lawful, or appropriate in any other jurisdiction. If Subscriber accesses the Services from outside the United States, Subscriber does so at its own initiative and is responsible for compliance with all applicable local laws.
Subscriber represents and warrants that, if Subscriber is a Covered Entity (as defined in HIPAA), Subscriber holds all licenses, certifications, registrations, and accreditations required to operate as a healthcare provider in each jurisdiction in which it operates, and Subscriber’s use of the Services will at all times comply with applicable healthcare laws, including the Anti-Kickback Statute, the Stark Law, state medical-board rules, state insurance laws, and laws governing the unauthorized practice of medicine.
QliniQ provides a cloud-based practice management platform built exclusively for personal injury medical clinics. The Services enable Subscribers to manage patient leads, cases, scheduling, partner relationships, medical records, treatment documentation, billing coordination, and related operational workflows. The Services include:
QliniQ may, at any time and from time to time, modify, update, add to, or remove features, functionality, or content of the Services in order to improve the Services, maintain security, comply with law, or for other legitimate business reasons. QliniQ will provide commercially reasonable advance notice of material changes that adversely and disproportionately affect core functionality of the Subscriber’s subscribed package, and in any event no less than thirty (30) days for changes that materially reduce such core functionality, except where such changes are required by law or are necessary to address an urgent security or operational issue.
From time to time, QliniQ may make experimental, beta, preview, early-access, or pre-release features (collectively, “Beta Features”) available to Subscriber. Beta Features are clearly identified as such within the Services or in associated communications. Beta Features are provided “AS IS” and “AS AVAILABLE,” without any warranty, indemnification, or service-level commitment. QliniQ may modify or discontinue Beta Features at any time without notice. Subscriber’s use of Beta Features is voluntary, and QliniQ’s liability for Beta Features is limited to the maximum extent permitted by law.
| The Services Are Tools, Not Professional Advice
QliniQ does not provide medical advice, legal advice, financial advice, or compliance advice of any kind. The Services are practice-management tools intended to support, but not substitute for, professional judgment. Subscriber and its Authorized Users are solely responsible for all clinical, legal, billing, and compliance decisions made in connection with their use of the Services, including patient treatment, case strategy, lien negotiation, and regulatory reporting. QliniQ expressly disclaims any responsibility for the consequences of such decisions. |
To access the Services, Subscriber must register an account and provide accurate, complete, and current information. Subscriber agrees to maintain and promptly update this information to keep it accurate. QliniQ may reject any registration or terminate any account at its discretion if it believes the registration information is inaccurate, incomplete, or fraudulent.
Subscriber is responsible for maintaining the confidentiality of all credentials associated with its account, including passwords, multi-factor authentication factors, API keys, and any other access mechanisms. Subscriber and its Authorized Users shall not share credentials, and each Authorized User account shall be used by a single individual only. QliniQ will require multi-factor authentication for users with access to PHI and may require multi-factor authentication for additional roles in the future.
Subscriber is responsible for all activity that occurs under its account, whether or not authorized by Subscriber, including activity by its Authorized Users. Subscriber shall promptly notify QliniQ at security@qliniq.ai upon learning of any unauthorized access, unauthorized use, or other security incident affecting its account.
QliniQ may immediately suspend access to the Services or to any individual user account if QliniQ has a reasonable, good-faith belief that the account has been compromised, is being used in violation of these Terms, or poses a security risk to the Services or to other subscribers. QliniQ will notify Subscriber promptly of any such suspension and will work in good faith to restore access as soon as the underlying issue is resolved.
QliniQ offers the Services in subscription tiers. The currently available tiers are Starter, Growth, and Enterprise, each providing a defined set of features, user seat limits, and service levels. The features and limits applicable to Subscriber’s subscription are determined by the tier specified in Subscriber’s Order Form, the published tier descriptions in effect on the Effective Date, or as separately agreed in writing.
Access to features, modules, integrations, automations, and Authorized User seats is determined by Subscriber’s active subscription tier. Feature entitlements are enforced at the Platform level. Subscriber shall not attempt to circumvent any limit, gate, or restriction associated with its subscription tier, including by sharing accounts, using automated tools to exceed seat limits, or manipulating client-side software to access locked features. Any such attempt is a material breach of these Terms.
Access to the Attorney Portal is included only with subscription tiers that expressly permit it (currently the Growth tier and the Enterprise tier). Each tier limits the number of law firm organizations that may be invited to the Attorney Portal. Additional Attorney Portal capacity may be available for purchase. Attorney Portal access by Subscriber’s law firm partners is subject to Section 13.
Subscriber may upgrade its subscription tier at any time during the Subscription Term, with new fees prorated for the remainder of the current billing period. Downgrades take effect at the start of the next renewal term. QliniQ may modify the features included in a subscription tier from time to time; material adverse changes to the features of Subscriber’s active tier will be communicated in accordance with Section 4.2.
Each Order Form specifies the number of Authorized User seats available to Subscriber. If Subscriber requires additional seats, Subscriber may purchase them at the applicable rate. QliniQ may notify Subscriber if it detects use that exceeds the seats included in Subscriber’s subscription, and Subscriber agrees to true up its seats within thirty (30) days of such notice.
QliniQ may offer time-limited free trials of the Services from time to time. The duration and scope of each free trial will be communicated at sign-up. At the end of the trial period, Subscriber’s access to the Services will end unless Subscriber converts to a paid subscription or QliniQ otherwise extends the trial in writing.
FREE TRIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTY, INDEMNIFICATION, OR SERVICE-LEVEL COMMITMENT. QliniQ’s total liability for free trials, regardless of the form of action, is limited to U.S. $100 (one hundred U.S. dollars). Subscriber must execute a BAA before submitting any PHI to a free trial; QliniQ may delete any PHI submitted prior to BAA execution.
QliniQ may provide demonstration accounts, sandbox environments, or test data for evaluation purposes. These are not for production use and may be deleted at any time. Subscriber shall not submit live PHI, real patient data, or other sensitive Confidential Information to any demonstration or sandbox environment unless expressly authorized by QliniQ in writing and covered by an executed BAA.
QliniQ may offer promotional discounts, credits, or pricing from time to time. Promotional offerings are subject to the additional terms communicated at the time of the offer and may not be combined with other offers unless expressly stated.
Subscriber agrees to pay all fees set forth in the applicable Order Form or otherwise published by QliniQ for Subscriber’s subscription tier and any add-ons (collectively, “Fees”). All Fees are stated in U.S. dollars and are exclusive of Taxes. Subscriber is responsible for paying all Taxes associated with its purchases, except for taxes based on QliniQ’s net income.
Unless otherwise specified in an Order Form, Fees are billed in advance on a monthly or annual basis according to Subscriber’s subscription. QliniQ accepts payment by credit card, ACH transfer, or other payment methods designated by QliniQ from time to time. By providing a payment method, Subscriber authorizes QliniQ (and its payment processors) to charge that method for all Fees as they become due, including any renewal Fees, until Subscriber notifies QliniQ of cancellation in accordance with Section 9.
Invoiced Fees are due within thirty (30) (or such other period set forth in the Order Form) days of the invoice date. If a payment method is on file, QliniQ may charge that method on the invoice due date. Subscriber must keep its payment method information current and authorize QliniQ to obtain updated payment information from card networks where available.
If Subscriber fails to pay any undisputed amount when due, (a) QliniQ may charge interest on the overdue amount at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less, from the date the amount became due until paid in full; (b) Subscriber shall be responsible for all reasonable costs of collection, including attorneys’ fees; and (c) QliniQ may, after providing fifteen (15) days’ written notice and an opportunity to cure, suspend the Services. Suspension does not relieve Subscriber of the obligation to pay accrued Fees.
Subscriber shall notify QliniQ in writing of any disputed Fees within thirty (30) days of the invoice date. The Parties shall cooperate in good faith to resolve the dispute. Undisputed amounts must be paid when due. Failure to dispute Fees within thirty (30) days waives Subscriber’s right to dispute those Fees.
Except as expressly provided in these Terms, Fees are non-refundable, and QliniQ will not provide refunds or credits for partial billing periods, partially used services, or unused features. Where these Terms or applicable law require a refund, refunds will be issued to the original payment method within thirty (30) days.
QliniQ may increase Fees for any renewal term by providing Subscriber with at least sixty (60) days’ advance written notice prior to the start of that renewal term. If Subscriber does not agree to the increase, Subscriber may elect not to renew in accordance with Section 9.
All Fees are exclusive of all Taxes. If QliniQ is required to collect Taxes, the Taxes will be invoiced to and paid by Subscriber, unless Subscriber provides QliniQ with a valid tax-exemption certificate authorized by the appropriate taxing authority. Subscriber shall pay all withholding taxes at its own expense and shall gross up payments to QliniQ to the amount that would have been received absent withholding.
The Subscription Term begins on the Effective Date set forth in the applicable Order Form (or, if no Order Form, on the date Subscriber first accepts these Terms) and continues for the period specified in the Order Form. If no period is specified, the initial Subscription Term is one (1) month for monthly billing or twelve (12) months for annual billing.
Unless either Party provides written notice of non-renewal in accordance with Section 9.3, the Subscription Term will automatically renew for successive periods of the same length as the initial Subscription Term, at the then-current Fees and on the then-current terms.
To prevent automatic renewal, the non-renewing Party must provide written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term for monthly subscriptions, or at least sixty (60) days before the end of the then-current Subscription Term for annual or longer subscriptions. Notice of non-renewal may be sent to the other Party at the contact address designated for legal notices, or through any in-product self-service mechanism provided by QliniQ.
Either Party may terminate this Agreement (and the affected Order Form) for cause if the other Party: (a) materially breaches this Agreement and fails to cure that breach within thirty (30) days after receiving written notice describing the breach in reasonable detail; (b) becomes insolvent, makes a general assignment for the benefit of creditors, or is the subject of a bankruptcy petition that is not dismissed within sixty (60) days; or (c) ceases to operate in the ordinary course of business. Termination under this Section 9.4 is in addition to any other remedies available to the terminating Party.
Subscriber may not terminate this Agreement or any Order Form for convenience during a Subscription Term. QliniQ may terminate this Agreement for convenience by providing Subscriber with at least sixty (60) days’ advance written notice; in such case, QliniQ will refund prepaid Fees for the unused portion of the Subscription Term.
QliniQ may terminate this Agreement and any Order Form, or suspend the Services, immediately upon written notice if: (a) Subscriber’s use of the Services poses a material security or legal risk to QliniQ, the Services, or other subscribers; (b) Subscriber is in violation of applicable law or any provision of Section 11 (Acceptable Use Policy) that, in QliniQ’s reasonable judgment, cannot be cured; or (c) Subscriber’s account is more than sixty (60) days past due on undisputed Fees and Subscriber has failed to cure within fifteen (15) days of written notice. QliniQ will use reasonable efforts to provide Subscriber an opportunity to cure where doing so does not prejudice QliniQ or third parties.
Upon any termination or expiration of this Agreement: (a) all rights granted to Subscriber under this Agreement immediately cease, and Subscriber shall stop accessing and using the Services; (b) Subscriber shall pay all undisputed Fees accrued through the effective date of termination, plus any liquidated damages or early-termination fees expressly set forth in the Order Form; (c) Subscriber may export Subscriber Data in accordance with Section 14 (Data Export, Retention, and Deletion); (d) the Parties shall return or destroy each other’s Confidential Information in accordance with Section 28 (Confidentiality); and (e) the obligations of the BAA with respect to PHI shall continue for as long as PHI is retained.
Sections that by their nature should survive termination shall survive, including Sections 2 (Definitions), 8.4 (Late Payment), 9.7 (Effect of Termination), 9.8 (Survival), 10 (Subscriber Data), 14 (Data Export), 16 (Subscriber Compliance), 25 (Intellectual Property), 26 (Feedback), 27 (Publicity Rights, only as to past use), 28 (Confidentiality), 29 (Warranties — including disclaimers), 30 (Indemnification), 31 (Limitation of Liability), 33 (Compliance with Laws), 35 (Governing Law and Dispute Resolution), 36 (Class Action Waiver), 37 (Notices), and 39 (General Provisions).
As between the Parties, Subscriber retains all right, title, and interest in and to Subscriber Data, including all PHI submitted by or on behalf of Subscriber. QliniQ acquires no ownership rights in Subscriber Data.
Subscriber grants QliniQ and its Subprocessors a non-exclusive, worldwide, royalty-free license to access, use, copy, store, transmit, modify, display, and process Subscriber Data solely for the purpose of (a) providing, maintaining, supporting, and improving the Services for Subscriber’s benefit; (b) preventing or addressing service or technical problems; (c) complying with Subscriber’s lawful instructions; and (d) complying with applicable law and the BAA. This license terminates when Subscriber Data is deleted in accordance with Section 14, except for de-identified data permitted under Section 10.4 and any retention required by law.
Subscriber is solely responsible for: (a) the accuracy, quality, integrity, legality, reliability, and appropriateness of all Subscriber Data; (b) obtaining all necessary patient and third-party consents and authorizations required for the collection, use, and disclosure of Subscriber Data through the Services; (c) determining whether the Services are appropriate for the storage and processing of Subscriber Data, including any specially regulated categories; and (d) implementing and maintaining appropriate security at the user, device, and network level on its own systems.
QliniQ may use Subscriber Data to derive aggregated and de-identified data and statistics (“Aggregated Data”), provided that the Aggregated Data: (a) is de-identified in accordance with the HIPAA Safe Harbor or Expert Determination methods at 45 C.F.R. § 164.514(b); (b) cannot reasonably be used to identify Subscriber, any patient, any law firm partner, or any other individual; and (c) is not re-identified by QliniQ or any recipient. QliniQ may use Aggregated Data for any lawful business purpose, including product development, benchmarking, security research, and industry analysis. The license granted in this Section 10.4 survives termination of this Agreement.
Notwithstanding any other provision of this Agreement, QliniQ’s use of PHI is governed by the BAA. QliniQ shall not (i) sell PHI; (ii) use PHI for marketing or advertising; (iii) use PHI to train artificial intelligence or machine-learning models for the benefit of third parties; or (iv) disclose PHI to any third party except as expressly permitted by the BAA and applicable law.
Subscriber and its Authorized Users shall not, directly or indirectly, and shall not authorize or permit any third party to:
Subscriber shall report to QliniQ at security@qliniq.ai any actual or suspected violation of this Acceptable Use Policy promptly upon becoming aware of it. QliniQ may investigate any reported or suspected violation, including by reviewing audit logs and account activity, and may take appropriate action under Section 22 (Suspension of Services) or Section 9.6 (Termination by QliniQ).
QliniQ has no obligation to monitor Subscriber Data or Subscriber’s use of the Services for compliance with this Acceptable Use Policy. QliniQ’s ability to do so is limited; the primary responsibility for compliance lies with Subscriber.
Subscriber acknowledges that the Services are tools, not compliance programs. Subscriber retains full responsibility for compliance with all laws, regulations, and professional rules applicable to its operations, including:
Subscriber represents and warrants that, to the extent it is a Covered Entity or Business Associate under HIPAA, it shall: (a) obtain all required patient consents, authorizations, and acknowledgments for the use and disclosure of PHI through the Services; (b) maintain a HIPAA-compliant Notice of Privacy Practices; (c) implement and maintain administrative, physical, and technical safeguards required by the HIPAA Security Rule on its own systems and networks; (d) train its workforce in accordance with HIPAA; (e) comply with state laws governing the use and disclosure of medical records, mental-health information, substance-abuse records (42 C.F.R. Part 2), HIV/AIDS information, genetic information, and any other specially protected categories; (f) execute the BAA before submitting PHI; and (g) promptly notify QliniQ of any breach or suspected breach.
| Subscriber Owns TCPA Compliance for Messages It Initiates
When Subscriber uses the Services to send SMS, voice, or fax messages to patients, leads, or other recipients (including appointment reminders, follow-up communications, marketing messages, or any other communications), Subscriber is the sender and is solely responsible for compliance with the TCPA, FCC rules, CTIA guidelines, state telemarketing and texting laws, and the rules of any 10DLC, short-code, or carrier program. Among other things, Subscriber must (a) obtain the type of consent required by law for each message category (typically prior express written consent for marketing or non-emergency healthcare messages, and prior express consent for transactional messages); (b) include all required disclosures in opt-in flows (program description, message frequency, message and data rates apply, link to privacy policy and terms, opt-out instructions, HELP keyword); (c) honor opt-out requests immediately; (d) maintain records of consent for at least four (4) years; and (e) ensure that messages match the consent obtained. QliniQ provides tools (consent capture, automatic STOP/HELP handling, audit logs, and consent records) to support Subscriber compliance. QliniQ is a Service Provider, not the sender of Subscriber-initiated messages, and QliniQ is not responsible for the content of those messages or the consent obtained for them. Subscriber’s indemnification obligation in Section 30.2 expressly covers all claims arising from messages Subscriber sends through the Services. |
Subscriber represents and warrants that its use of the Services will at all times comply with all other laws applicable to its operations, including: (a) state medical-records retention and destruction laws; (b) state anti-kickback and fee-splitting laws applicable to attorney-clinic relationships; (c) the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b) and the Stark Law (42 U.S.C. § 1395nn); (d) state insurance laws and regulations; (e) state laws governing the corporate practice of medicine, fee splitting, and the unauthorized practice of law; (f) federal and state debt-collection laws; and (g) the rules of professional conduct of every state in which Subscriber operates or whose residents Subscriber treats.
Subscriber represents and warrants that, before submitting any Personal Data to the Services about any individual (whether a patient, lead, attorney, paralegal, partner contact, or other individual), Subscriber has obtained all consents, authorizations, and disclosures required by applicable law for that individual’s data to be processed by QliniQ as described in this Agreement and the Privacy Policy.
Subscriber shall use the Services only for lawful business purposes and shall not use the Services to defraud insurers, generate fraudulent claims, fabricate medical records, or for any other illegal or unethical purpose.
The Attorney Portal provides law firm partners of Subscribers (“Portal Users”) with secure, read-only access to case and treatment information for their own clients. The following terms apply to Subscriber and to Portal Users.
Subscriber is responsible for: (a) determining which law firms to invite to the Attorney Portal; (b) configuring case-level and document-level visibility within the Portal; (c) reviewing the audit log of Portal activity; (d) managing the activation and deactivation of Portal Users; and (e) ensuring that Subscriber has appropriate authorizations and Business Associate Agreements (or qualifying healthcare-operations agreements) with each invited law firm before granting Portal access. Subscriber is solely responsible for the consequences of granting access to any law firm.
Portal User accounts are created exclusively by the Subscriber’s administrator through the QliniQ invitation workflow. There is no self-registration. Each Portal User must complete multi-factor authentication setup and accept the Attorney Portal Terms of Use upon first login.
Portal Users may only access cases for which the associated law firm matches the Portal User’s authenticated identity. Portal Users cannot view cases belonging to other law firms, internal clinic notes, staff performance data, financial arrangements between Subscriber and other partners, or any data beyond what Subscriber has explicitly made visible. Cross-firm access attempts are blocked at the application layer and continuously logged.
Document availability in the Attorney Portal is controlled at the individual document level by Subscriber. Documents must be explicitly marked as portal-visible by Subscriber’s staff before they appear in the Portal. Document downloads are facilitated through time-limited presigned URLs that expire after fifteen (15) minutes. Permanent document URLs are not used.
All Portal activity, including logins, case views, document views, document downloads, and records-request submissions, is recorded in an immutable, append-only audit log accessible to Subscriber. Portal Users acknowledge and consent to such logging as a condition of access.
Portal Users agree to: (a) access only information for which they are authorized by their law firm and the Subscriber; (b) not attempt to access cases or data belonging to other law firms; (c) not share login credentials with any other individual; (d) not use automated tools, scripts, scrapers, or bots to access the Portal; (e) maintain the confidentiality of all PHI accessed through the Portal in accordance with HIPAA, professional rules, and applicable law; and (f) report any suspected security incident to security@qliniq.ai immediately.
QliniQ does not deliver a Notice of Privacy Practices or any patient-facing notice through the Attorney Portal. Patient-facing notices are the responsibility of Subscriber.
Subscriber may export its Subscriber Data at any time during the Subscription Term using the export functionality made available within the Services. QliniQ will provide standard exports in commonly used machine-readable formats (such as CSV, JSON, or PDF where applicable). For data that is not available through self-service export, QliniQ will provide a one-time export upon written request, subject to a reasonable professional-services fee for custom exports.
Following the effective date of termination or expiration of this Agreement, QliniQ will retain Subscriber Data and provide Subscriber with continued access to the export functionality for a period of thirty (30) days (the “Export Window”), provided that all undisputed Fees are paid through the effective date of termination. Subscriber is solely responsible for completing its export during the Export Window.
After the Export Window, QliniQ will delete or de-identify Subscriber Data from production systems within thirty (30) days, and from backups within an additional ninety (90) days, in accordance with QliniQ’s standard data-deletion procedures. Notwithstanding the foregoing:
Upon Subscriber’s written request, QliniQ will provide written confirmation of deletion within thirty (30) days after deletion is complete. The confirmation will identify the categories of data deleted and the categories of any data retained pursuant to a permitted exception above.
Subscriber may permit its employees, agents, and contractors to access and use the Services as Authorized Users, subject to the seat limits set forth in the applicable Order Form. Each Authorized User account is for a single individual and may not be shared. QliniQ may require unique credentials for each Authorized User and may enforce session-management controls (such as automatic logout) to support that requirement.
Subscriber is responsible for the acts and omissions of its Authorized Users, including any breach of these Terms by an Authorized User, as if those acts and omissions were Subscriber’s own. Subscriber shall: (a) provide its Authorized Users with appropriate training in the use of the Services and in compliance with this Agreement; (b) promptly deactivate the accounts of Authorized Users upon termination of their employment or engagement; and (c) notify QliniQ of any Authorized User who Subscriber suspects of violating this Agreement.
Subscriber may permit its Affiliates to use the Services pursuant to this Agreement, provided that (a) Subscriber remains liable for each Affiliate’s compliance with this Agreement; (b) each Affiliate is treated as an Authorized User for purposes of seat counting; and (c) any Order Form may specifically permit or restrict Affiliate access.
The Services may interoperate with, link to, or integrate with software, applications, websites, content, and services provided by third parties (“Third-Party Services”), including telephony providers, e-signature services, payment processors, EHR systems, billing software, marketing platforms, and analytics tools. Third-Party Services are not part of the Services. Subscriber’s use of any Third-Party Service is subject to that third party’s own terms and privacy policy, and is at Subscriber’s own risk.
QliniQ makes Third-Party Services available for Subscriber’s convenience. QliniQ does not endorse, control, or warrant any Third-Party Service and is not responsible for any Third-Party Service or for any loss or damage arising from a Third-Party Service. Subscriber’s decision to use a Third-Party Service is its own.
When Subscriber connects a Third-Party Service to the Services, Subscriber authorizes QliniQ to exchange Subscriber Data with that Third-Party Service to the extent necessary to deliver the integration. Subscriber is responsible for ensuring that the third party’s data-handling practices meet Subscriber’s legal and contractual obligations, including under HIPAA. QliniQ will not transmit PHI to a Third-Party Service that has not entered into an appropriate data-protection agreement with Subscriber and, where required, with QliniQ.
QliniQ may discontinue support for any Third-Party Service or integration at any time. QliniQ will use commercially reasonable efforts to provide advance notice when a discontinuation will materially affect a Subscriber’s use of the Services.
QliniQ may make available features that use artificial intelligence, machine learning, or generative artificial intelligence (“AI Features”), including features that suggest content, summarize records, prioritize leads, draft communications, or detect anomalies. AI Features are clearly identified within the Services or in associated documentation. Subscriber’s use of AI Features is subject to the terms in this Section.
“Inputs” are the prompts, instructions, files, or other content provided by Subscriber or its Authorized Users to AI Features. “Outputs” are the responses, generated content, classifications, or other results produced by AI Features. As between the Parties, Subscriber owns Inputs and the Outputs returned to Subscriber, subject to the licenses described in Section 10.2 and this Section 17.
QliniQ shall not use Subscriber Data, PHI, Inputs, or Outputs to train, tune, or improve any foundation model or machine-learning model for the benefit of any third party. QliniQ may use such data to operate, monitor, debug, and improve the Services for the benefit of Subscriber, in accordance with the BAA and applicable law. Where required for compliance, QliniQ will provide Subscriber the ability to opt out of internal model improvement based on Subscriber Data.
| AI Features Have Inherent Limitations
AI Features may produce inaccurate, incomplete, biased, offensive, or otherwise inappropriate Outputs. Outputs are advisory only and require human review before being relied upon, especially for decisions affecting patient care, legal matters, billing, or compliance. AI Features may produce different Outputs from the same Input on different occasions, and Outputs are not deterministic. Subscriber shall not rely on AI Features as a source of medical, legal, or compliance advice. QliniQ does not warrant that Outputs are accurate, complete, current, suitable for any particular purpose, or non-infringing. Subscriber assumes all risk associated with its use of AI Features. |
Subscriber and its Authorized Users shall not: (a) use AI Features in violation of applicable law; (b) submit Inputs that contain malicious code, prompt-injection payloads, or content that violates the Acceptable Use Policy; (c) use AI Features to make automated decisions that produce legal or similarly significant effects on individuals without appropriate human review; (d) use Outputs to make claims that the Outputs are the products of human professionals if applicable law requires human professional involvement; or (e) attempt to circumvent any technical safeguards built into AI Features.
Where AI Features are powered by Subprocessors, QliniQ will identify those Subprocessors on the subprocessor list and ensure that any Subprocessor processing PHI has executed a Business Associate Agreement with QliniQ. QliniQ will not transmit PHI to AI Subprocessors that have not executed a BAA.
QliniQ’s collection, use, and disclosure of Personal Data in connection with the Services is described in the QliniQ Privacy Policy at https://www.qliniq.ai/privacy-policy, which is incorporated by reference into this Agreement.
Subscriber acknowledges that the Privacy Policy describes how QliniQ handles data of which QliniQ is the controller (such as visitor data on the Site, Authorized User account information, and sales/marketing inquiries). For Subscriber Data of which Subscriber is the controller (or covered entity), processing is governed by this Agreement, the BAA, and any data-processing addendum executed between the Parties.
Subscriber acknowledges that the Services are designed to enable Subscribers (as Covered Entities under HIPAA) to use the Services in connection with the storage and processing of PHI. With respect to PHI, QliniQ acts as a Business Associate of Subscriber.
Prior to submitting any PHI to the Services, the Parties shall execute a Business Associate Agreement (“BAA”) substantially in the form made available by QliniQ, as that form may be updated from time to time. The BAA is incorporated by reference into this Agreement. Subscriber’s submission of PHI without an executed BAA is a material breach of this Agreement and the Acceptable Use Policy.
In the event of a conflict between the BAA and any other provision of this Agreement with respect to the use, disclosure, or safeguarding of PHI, the BAA controls.
Subscriber, as Covered Entity, retains full responsibility under HIPAA, including the responsibility to: (a) perform a HIPAA Security Risk Analysis covering Subscriber’s use of the Services; (b) maintain its own Notice of Privacy Practices and patient-rights processes; (c) train its workforce; (d) implement and maintain its own Security Rule safeguards on its end; (e) obtain patient authorizations and consents required by law; and (f) report breaches affecting PHI to HHS, affected individuals, and the media as required by 45 C.F.R. §§ 164.404, 164.406, and 164.408.
QliniQ maintains a written information security program containing administrative, physical, and technical safeguards reasonably designed to protect Subscriber Data against unauthorized access, use, disclosure, alteration, or destruction. The program is aligned with the HIPAA Security Rule and recognized industry frameworks such as the NIST Cybersecurity Framework and SOC 2 trust services criteria.
QliniQ’s security safeguards include: (a) encryption of Subscriber Data in transit (TLS 1.2 or higher) and at rest (AWS KMS); (b) role-based access control with least privilege and time-bound production access; (c) multi-factor authentication for all production access and for Attorney Portal users; (d) logical separation of customer environments; (e) immutable audit logging of access to PHI; (f) network segmentation, web application firewall, intrusion detection, and continuous vulnerability management; (g) annual third-party penetration testing; (h) formal vendor risk-management for Subprocessors; (i) workforce background checks, security training, and confidentiality agreements; and (j) a documented incident response plan with 24/7 monitoring.
Subscriber is responsible for the security of its own systems, networks, devices, and credentials, including: (a) maintaining the confidentiality of account credentials; (b) enabling multi-factor authentication for Authorized Users where available; (c) configuring its network and devices to protect against malware and unauthorized access; (d) promptly deactivating Authorized Users who no longer require access; (e) restricting access to PHI to those who need it; and (f) promptly reporting any suspected security incident to security@qliniq.ai.
QliniQ will use commercially reasonable efforts to make the Services available with a monthly uptime of at least 99.9%, calculated by aggregating the availability of the production environment over a calendar month, excluding scheduled maintenance and force-majeure events.
Scheduled maintenance will be performed during off-peak hours (typically weekends or between 12:00 AM and 6:00 AM Eastern Time on weekdays). QliniQ will use reasonable efforts to provide at least forty-eight (48) hours’ advance notice of scheduled maintenance, except for emergency maintenance addressing a security or stability issue, for which QliniQ will provide as much advance notice as is reasonably practicable.
If the Services fail to meet the monthly uptime commitment, Subscriber may request a service credit equal to five percent (5%) of the monthly Fee for each full one percent (1%) below the 99.9% threshold, up to a maximum of twenty-five percent (25%) of the monthly Fee. Service credits must be requested in writing within thirty (30) days of the end of the affected month and applied to a future invoice. Service credits are Subscriber’s sole and exclusive remedy for any failure to meet the uptime commitment.
The uptime commitment does not apply to: (a) scheduled or emergency maintenance; (b) force-majeure events; (c) issues caused by Subscriber, its Authorized Users, its third-party services, or its connectivity; (d) issues caused by Subscriber Data or by Subscriber’s configuration of the Services; (e) Beta Features; or (f) free trials, demonstrations, or sandbox environments.
QliniQ will provide support in accordance with the support level included in Subscriber’s subscription tier, as described in the Order Form, the Documentation, or the Site. Support is intended for Authorized Users of Subscriber and not for Subscriber’s patients, leads, or law firm partners.
QliniQ maintains a list of Subprocessors at https://www.qliniq.ai/subprocessors. QliniQ will provide at least thirty (30) days’ advance notice of any new Subprocessor, by email to subscribers who have subscribed to the subprocessor notice list and by update to the published list. Subscriber may object to a new Subprocessor on reasonable grounds related to data protection within thirty (30) days of notice. If Subscriber objects, the Parties shall work in good faith to resolve the objection; if the objection cannot be resolved, Subscriber may terminate the affected Order Form for the affected Service and receive a pro-rata refund of prepaid Fees for the unused portion of the Subscription Term.
Upon written request not more than once per calendar year (or following a security incident), QliniQ will provide Subscriber with a copy of QliniQ’s most recent third-party security audit report (such as a SOC 2 Type II report), HIPAA risk assessment summary, and other compliance documentation reasonably requested by Subscriber, subject to confidentiality obligations.
Subscriber may, upon at least thirty (30) days’ advance written notice and not more than once per calendar year, audit QliniQ’s compliance with this Agreement and the BAA, provided that: (a) the audit is conducted during normal business hours; (b) the audit does not unreasonably interfere with QliniQ’s operations; (c) the auditor signs a reasonable confidentiality agreement; (d) the audit does not require disclosure of other customers’ data; and (e) Subscriber bears the cost of the audit unless the audit reveals a material non-compliance, in which case QliniQ bears the cost. QliniQ’s provision of audit reports under Section 22.2 will satisfy a Subscriber’s audit right except where applicable law requires onsite or direct audit.
QliniQ may suspend Subscriber’s access to the Services, in whole or in part and with or without prior notice, if: (a) QliniQ has a good-faith belief that Subscriber’s use poses a security risk to the Services or to other subscribers; (b) Subscriber’s use violates the AUP; (c) Subscriber is in material breach of this Agreement; (d) Subscriber’s account is past due; (e) suspension is required to comply with law or a valid order of a court or governmental authority; or (f) suspension is necessary to address an immediate threat to the operation, integrity, or security of the Services.
Where reasonable and not contrary to security, QliniQ will provide advance notice of suspension and an opportunity to cure. For emergency suspensions to address an immediate security or operational threat, QliniQ will notify Subscriber as soon as reasonably practicable.
QliniQ will restore access to the Services after the underlying issue has been resolved. Subscriber remains responsible for all Fees during a suspension caused by Subscriber’s breach or failure to pay.
Except for the limited right to use the Services granted in this Agreement, QliniQ and its licensors retain all right, title, and interest in and to the Services, including all software, technology, source code, object code, designs, user interfaces, algorithms, models, Documentation, trademarks, trade names, logos, service marks, trade dress, and all related intellectual property rights worldwide. No rights are granted to Subscriber other than as expressly set forth in this Agreement, and all rights not expressly granted are reserved by QliniQ.
Subject to Subscriber’s compliance with this Agreement and payment of all Fees, QliniQ grants Subscriber a non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term to access and use the Services and the Documentation solely for Subscriber’s internal business purposes, in accordance with the applicable Order Form and any feature entitlements.
“QliniQ,” the QliniQ logo, and all related product and service names, design marks, and slogans are trademarks of QliniQ LLC. Subscriber may not use any QliniQ trademark without the prior written permission of QliniQ, except for nominative fair use to identify QliniQ as a vendor.
Subscriber and its Authorized Users may, at their option, submit suggestions, ideas, enhancement requests, recommendations, comments, or other feedback regarding the Services (“Feedback”). Subscriber grants QliniQ a perpetual, irrevocable, worldwide, royalty-free, sublicensable, transferable license to use, reproduce, modify, create derivative works of, publish, and incorporate Feedback into the Services or any other QliniQ product or service, without restriction or obligation to Subscriber. Feedback is provided on a non-confidential, non-proprietary basis. Subscriber will not submit Feedback that contains Confidential Information, PHI, or Subscriber Data, or that is subject to any third-party rights that would prevent QliniQ from using the Feedback as described.
Subject to Subscriber’s reasonable trademark guidelines, Subscriber grants QliniQ a non-exclusive, royalty-free, worldwide license during the Subscription Term to use Subscriber’s name and logo on the Site, in customer lists, in marketing materials, in investor presentations, and in similar promotional contexts, identifying Subscriber as a QliniQ customer. QliniQ will discontinue such use within a reasonable period after termination, provided that historical references in archived materials may continue.
Subscriber will reasonably consider participating in case studies, testimonials, and reference activities at QliniQ’s request. Any case study, testimonial, or quote attributed to Subscriber requires Subscriber’s prior written approval, which approval shall not be unreasonably withheld.
Subscriber may opt out of QliniQ’s use of Subscriber’s name and logo at any time by providing written notice to legal@qliniq.ai. QliniQ will discontinue such use within thirty (30) days of receipt of the notice.
Each Party (the “Receiving Party”) shall hold in confidence all non-public information disclosed by the other Party (the “Disclosing Party”) in connection with this Agreement that is identified as confidential or that, given the nature of the information or the circumstances of disclosure, would reasonably be understood to be confidential (“Confidential Information”). Subscriber Data is the Confidential Information of Subscriber. The Services, Documentation, AI model architectures, security designs, pricing, and product roadmap are the Confidential Information of QliniQ.
The Receiving Party shall: (a) use the Disclosing Party’s Confidential Information only as necessary to perform under this Agreement; (b) protect the Disclosing Party’s Confidential Information using at least the same degree of care it uses for its own confidential information of a similar nature, and in no event less than reasonable care; and (c) limit access to the Disclosing Party’s Confidential Information to its employees, agents, and contractors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Section 27.
Confidential Information does not include information that the Receiving Party can demonstrate: (a) was already known to the Receiving Party without restriction; (b) is or becomes publicly available without breach of this Agreement; (c) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information; or (d) is rightfully received from a third party without restriction.
The Receiving Party may disclose Confidential Information if compelled by law or legal process, provided that, where legally permitted, it gives the Disclosing Party prompt notice and reasonable cooperation to enable the Disclosing Party to seek a protective order or otherwise contest disclosure.
Each Party’s confidentiality obligations under this Section 27 shall continue for three (3) years after termination of this Agreement, except with respect to (a) PHI, which is governed by the BAA; (b) trade secrets, which are protected for as long as they remain trade secrets; and (c) Subscriber Data, which remains protected as Subscriber’s Confidential Information for as long as QliniQ retains it.
Each Party represents and warrants that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; (b) the individual entering into this Agreement on its behalf is duly authorized; (c) this Agreement is its legal, valid, and binding obligation; and (d) its performance of this Agreement will not violate any other agreement to which it is a party.
QliniQ warrants that, during the Subscription Term: (a) the Services will perform materially in accordance with the Documentation; (b) QliniQ will provide the Services in a manner consistent with generally accepted industry standards; and (c) QliniQ will not knowingly insert into the Services any virus, malware, or other malicious code. If the Services materially fail to conform to this warranty, Subscriber’s exclusive remedy and QliniQ’s sole liability is for QliniQ to use commercially reasonable efforts to correct the non-conformity. If QliniQ is unable to correct the non-conformity within thirty (30) days after receiving written notice, Subscriber may terminate the affected Order Form and receive a pro-rata refund of prepaid Fees for the unused portion of the Subscription Term.
Subscriber represents, warrants, and covenants that: (a) Subscriber owns or has the right to submit all Subscriber Data, including the right for QliniQ and its Subprocessors to process it as contemplated by this Agreement; (b) Subscriber has obtained all necessary consents, authorizations, and licenses required by applicable law to submit Subscriber Data, including patient authorizations and TCPA-compliant SMS consents; (c) Subscriber’s use of the Services and submission of Subscriber Data will not violate applicable law; and (d) Subscriber’s use of the Services and the content of Subscriber Data will not infringe or misappropriate the intellectual property rights, privacy rights, or other rights of any third party.
| AS-IS Disclaimer
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 28, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, QliniQ AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY OF DATA, AND QUIET ENJOYMENT. QliniQ DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, FREE OF VULNERABILITIES, COMPLETELY SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED. QliniQ DOES NOT WARRANT ANY THIRD-PARTY SERVICE, BETA FEATURE, OR AI FEATURE. QliniQ DOES NOT PROVIDE LEGAL, MEDICAL, FINANCIAL, OR COMPLIANCE ADVICE. THE SERVICES ARE TOOLS, AND SUBSCRIBER IS SOLELY RESPONSIBLE FOR ITS COMPLIANCE WITH APPLICABLE LAWS AND PROFESSIONAL OBLIGATIONS. |
QliniQ shall defend, indemnify, and hold harmless Subscriber, its Affiliates, and their respective officers, directors, employees, and agents from and against any third-party claim, suit, or proceeding (a “Claim”) to the extent the Claim alleges that the Services, when used in accordance with this Agreement and the Documentation, infringe a valid U.S. patent, copyright, or registered trademark, or misappropriate a U.S. trade secret, of a third party. QliniQ shall pay all damages finally awarded against Subscriber by a court of competent jurisdiction, or amounts paid by Subscriber in a settlement approved by QliniQ.
QliniQ has no obligation under Section 29.1 for any Claim arising out of: (a) Subscriber Data; (b) Subscriber’s combination, operation, or use of the Services with software, services, or data not provided by QliniQ, where the infringement would not have occurred but for such combination; (c) Subscriber’s modification of the Services; (d) Subscriber’s use of the Services after QliniQ has notified Subscriber that continued use is allegedly infringing; (e) Beta Features or AI Features beyond the limits expressly accepted by QliniQ; or (f) Subscriber’s breach of this Agreement.
If the Services become, or in QliniQ’s reasonable opinion are likely to become, the subject of an infringement Claim, QliniQ may, at its option and expense: (a) procure for Subscriber the right to continue using the affected portion of the Services; (b) modify the affected portion of the Services to be non-infringing while preserving substantially equivalent functionality; (c) replace the affected portion of the Services with non-infringing technology of substantially equivalent functionality; or (d) if none of the foregoing is commercially reasonable, terminate the affected Order Form and refund prepaid Fees for the unused portion of the Subscription Term.
Subscriber shall defend, indemnify, and hold harmless QliniQ, its Affiliates, and their respective officers, directors, employees, and agents from and against any Claim to the extent it arises out of or relates to: (a) Subscriber Data, including any allegation that Subscriber Data infringes or misappropriates the rights of any third party or violates applicable law; (b) Subscriber’s use of the Services in violation of this Agreement, the AUP, the BAA, or applicable law; (c) Subscriber’s breach of HIPAA, the TCPA, the CAN-SPAM Act, state privacy laws, or any other law applicable to Subscriber’s use of the Services or operation of its business; (d) any communication (including SMS, voice, fax, or email) sent through the Services by Subscriber or its Authorized Users; (e) the content of Subscriber’s Notice of Privacy Practices or other patient-facing notices; (f) any dispute between Subscriber and a patient, law firm partner, payer, or other third party; or (g) Subscriber’s gross negligence or willful misconduct.
The indemnified Party shall: (a) promptly notify the indemnifying Party of the Claim in writing (provided that failure to provide prompt notice will only relieve the indemnifying Party of its obligation to the extent it is materially prejudiced by the delay); (b) give the indemnifying Party sole control over the defense and settlement of the Claim, provided that the indemnifying Party shall not enter into any settlement that imposes any obligation, payment, or admission of liability on the indemnified Party without the indemnified Party’s prior written consent (not to be unreasonably withheld); and (c) provide reasonable cooperation in the defense at the indemnifying Party’s expense. The indemnified Party may participate in the defense at its own expense.
This Section 29 states the indemnifying Party’s entire liability and the indemnified Party’s exclusive remedy for any Claim of the type described in this Section.
| Excluded Categories of Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOSS OF DATA, LOSS OF GOODWILL, OR COSTS OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, STATUTE, OR OTHERWISE), EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. |
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY, SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY SUBSCRIBER TO QliniQ FOR THE SERVICES UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY (THE “CAP”).
The exclusion of indirect damages in Section 30.1 and the Cap in Section 30.2 shall not apply to:
Subscriber acknowledges that the limitations and exclusions in this Section 30 are an essential basis of the bargain between the Parties and that the Fees would be substantially higher absent these limitations. The limitations apply notwithstanding any failure of essential purpose of any limited remedy.
QliniQ shall maintain, at its own expense and during the Subscription Term, the following insurance coverages with insurers having an A.M. Best rating of at least A-: (a) commercial general liability insurance with limits of not less than $1,000,000 per occurrence / $2,000,000 aggregate; (b) cyber liability insurance covering data breaches and privacy events with limits of not less than $2,000,000 per occurrence; (c) technology errors and omissions / professional liability insurance with limits of not less than $2,000,000 per claim / $2,000,000 aggregate; and (d) workers’ compensation insurance as required by applicable law. QliniQ will provide certificates of insurance upon Subscriber’s reasonable written request.
Subscriber shall maintain insurance appropriate to its operations, including general liability and professional liability (including medical malpractice where applicable), with limits customary in its industry.
Each Party shall comply with all laws, rules, and regulations applicable to its performance under this Agreement.
Each Party represents that it has not made and will not make any payment, gift, or thing of value to a government official, political party, candidate, or any other person in violation of the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, or other applicable anti-corruption laws. Each Party shall maintain reasonable internal controls to prevent such conduct.
The Services may be subject to U.S. export-control laws and regulations, including the Export Administration Regulations and trade and economic sanctions maintained by the U.S. Department of the Treasury Office of Foreign Assets Control. Subscriber represents and warrants that: (a) Subscriber is not located in, organized under the laws of, or ordinarily resident in any country or region subject to a comprehensive U.S. trade embargo (currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine); (b) Subscriber is not on, and is not owned 50% or more by, any individual or entity on, the Specially Designated Nationals list, the Foreign Sanctions Evaders list, the Entity List, the Denied Persons List, the Unverified List, or the Sectoral Sanctions Identifications List; and (c) Subscriber will not access the Services from a prohibited jurisdiction or use the Services to provide services to a Sanctioned Person.
Each Party shall comply with all applicable anti-money-laundering laws, including the U.S. Bank Secrecy Act and applicable know-your-customer requirements.
QliniQ respects intellectual property rights and complies with the Digital Millennium Copyright Act. Notices of alleged copyright infringement should be sent to QliniQ’s designated DMCA agent at legal@qliniq.ai with the subject line “DMCA Notice.” A complete notice must include the elements specified in 17 U.S.C. § 512(c)(3), including identification of the copyrighted work, identification of the allegedly infringing material, contact information for the complainant, a good-faith statement, a statement under penalty of perjury that the complainant is authorized to act, and the complainant’s physical or electronic signature.
Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent caused by events beyond its reasonable control, including: acts of God; natural disasters; pandemic, epidemic, or quarantine; acts of war, terrorism, civil unrest, or insurrection; acts or orders of any government or governmental authority (including emergency or disease-control orders); failure or interruption of public utilities; failure or interruption of public or private telecommunications networks; failure or interruption of the Internet; cyberattacks (including ransomware, denial-of-service attacks, and supply-chain compromises affecting third parties); failures of Subprocessors that are not within QliniQ’s reasonable control; labor strikes; or other similar events. The affected Party shall provide prompt notice and use commercially reasonable efforts to resume performance. If a force-majeure event continues for more than thirty (30) consecutive days, either Party may terminate the affected Order Form upon written notice and QliniQ will refund prepaid Fees for the unused portion of the Subscription Term.
This Agreement and any dispute or claim arising out of or relating to this Agreement (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Subject to Section 35 (Dispute Resolution), the Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Gwinnett County, Georgia, for any claim that is not subject to arbitration. Each Party waives any objection based on inconvenient forum.
Before initiating any formal proceeding, the Parties shall attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to this Agreement (each, a “Dispute”) through informal negotiation. The complaining Party shall provide the other Party with a written notice describing the Dispute and the requested remedy. The Parties shall negotiate in good faith for at least thirty (30) days from receipt of the notice. If the Dispute is not resolved within that period, either Party may proceed under Section 35.2.
| Binding Arbitration Agreement
EXCEPT FOR THE EXCLUDED MATTERS LISTED IN SECTION 35.5, ANY DISPUTE THAT IS NOT RESOLVED THROUGH INFORMAL NEGOTIATION SHALL BE RESOLVED EXCLUSIVELY BY FINAL AND BINDING ARBITRATION ADMINISTERED BY JAMS UNDER ITS COMPREHENSIVE ARBITRATION RULES AND PROCEDURES THEN IN EFFECT. The arbitration shall be conducted by a single arbitrator who is a retired judge or attorney with at least fifteen (15) years of experience in technology and commercial contracts. The arbitration shall be held in Atlanta, Georgia, or by videoconference at the arbitrator’s discretion. The arbitrator shall apply the governing law set forth in Section 34.1. The arbitrator’s award shall be in writing, shall state the essential findings and conclusions, and shall be final and binding on the Parties. Judgment on the award may be entered in any court of competent jurisdiction. |
Each Party shall bear its own attorneys’ fees and costs, except that (a) the arbitrator may award reasonable attorneys’ fees and costs to the prevailing Party where authorized by applicable law or the Agreement, and (b) administrative fees of JAMS shall be allocated as provided by JAMS rules. Nothing in this Section limits a Party’s right to recover reasonable attorneys’ fees on a claim under Section 8.4 (collection of unpaid Fees).
The existence and content of any arbitration proceeding shall be confidential, except as required for entry of judgment, enforcement, or as required by law.
The following matters are excluded from arbitration: (a) actions for emergency or temporary injunctive relief or specific performance to protect Confidential Information, intellectual property, or PHI; (b) small-claims actions within the jurisdiction of a small-claims court; (c) collection actions for unpaid Fees; and (d) Disputes that cannot be required to be arbitrated under applicable law.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.
| Class and Collective Action Waiver
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY DISPUTE BETWEEN THE PARTIES, WHETHER IN ARBITRATION OR IN COURT, SHALL BE BROUGHT IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION. NEITHER THE ARBITRATOR NOR ANY COURT MAY CONSOLIDATE MORE THAN ONE PARTY’S CLAIMS, MAY PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING, OR MAY AWARD CLASS-WIDE OR REPRESENTATIVE RELIEF. IF THIS CLASS ACTION WAIVER IS HELD UNENFORCEABLE, THEN THE ENTIRETY OF SECTION 35 (BINDING ARBITRATION) SHALL BE NULL AND VOID, BUT THE REMAINDER OF THESE TERMS SHALL REMAIN IN FULL FORCE AND EFFECT. |
All formal notices to QliniQ under this Agreement (including notices of breach, termination, dispute, or claim) shall be in writing and delivered by overnight courier or certified mail, return receipt requested, to: QliniQ LLC, Attn: Legal Department, 420 Technology Parkway NW, Suite 300, Peachtree Corners, Georgia 30092, with a copy by email to legal@qliniq.ai.
QliniQ may deliver notices to Subscriber by: (a) email to the email address(es) on file in Subscriber’s account; (b) in-product notification within the Services; or (c) overnight courier or certified mail to the address on file in Subscriber’s Order Form. Subscriber is responsible for keeping its contact information current.
Notices are deemed given upon: (a) receipt, if delivered in person or by courier; (b) three (3) Business Days after deposit, if sent by certified mail; or (c) the next Business Day after sending, if sent by email or in-product notification.
Subscriber consents to receive communications from QliniQ in electronic form, including by email and through in-product notifications. Subscriber agrees that any agreement, notice, disclosure, or other communication that QliniQ provides electronically satisfies any legal requirement that the communication be in writing. Subscriber’s electronic acceptance of this Agreement (whether by clicking “I Accept,” signing electronically through DocuSign or a similar service, or otherwise) has the same legal effect as a handwritten signature, in accordance with the federal E-SIGN Act and state Uniform Electronic Transactions Act.
QliniQ may modify these Terms from time to time. The following procedures apply to modifications:
This Agreement (consisting of the documents listed in Section 1.3) is the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, proposals, and communications, whether oral or written, regarding that subject matter.
Each Party acknowledges that, in entering into this Agreement, it has not relied on any statement, representation, assurance, or warranty other than those expressly set out in this Agreement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.
Any pre-printed terms on Subscriber’s purchase order or in any communication submitted by Subscriber, and any “click-through” terms on a Third-Party Service that purport to bind QliniQ, are expressly rejected and have no effect.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid, illegal, or unenforceable provision shall be reformed to the minimum extent necessary to make it enforceable while preserving the Parties’ original intent.
No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right. No waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party.
Subscriber may not assign this Agreement, in whole or in part, by operation of law or otherwise (including in connection with a merger, acquisition, change of control, or sale of all or substantially all of Subscriber’s assets), without QliniQ’s prior written consent. QliniQ may assign this Agreement, in whole or in part, in connection with a merger, acquisition, reorganization, or sale of all or substantially all of QliniQ’s assets, or to an Affiliate, upon notice to Subscriber. Any purported assignment in violation of this Section is void.
The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship between the Parties. Neither Party has authority to bind the other.
This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. No third party has any rights or remedies under this Agreement, except as expressly set forth herein (including the indemnification rights of indemnified persons under Section 29).
Section headings are for reference only and do not affect the interpretation of this Agreement. The words “include” and “including” are not limiting. References to “days” mean calendar days unless otherwise specified. References to a number of days from a specified date exclude the specified date.
This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together constitute one and the same instrument. Signatures delivered by electronic means (including DocuSign, Adobe Sign, and email PDF) are valid and binding.
If Subscriber is a U.S. federal government entity, the Services are “commercial computer software” and “commercial computer software documentation” under the Federal Acquisition Regulations and licensed only with the rights set forth in this Agreement. Government end-user terms (including FedRAMP requirements) require a separately negotiated addendum.
This Agreement is the result of negotiation between the Parties. Any rule of construction that ambiguities are to be resolved against the drafting Party shall not apply.
Questions about this Agreement may be directed to the contacts below.
| Topic | How to Reach Us |
| Legal & Contracts | legal@qliniq.ai |
| Privacy | privacy@qliniq.ai |
| Security | security@qliniq.ai |
| Customer Support | support@qliniq.ai |
| Billing | billing@qliniq.ai |
| DMCA Notices | legal@qliniq.ai (subject line: “DMCA Notice”) |
| Mailing Address | QliniQ LLC Attn: Legal Department 420 Technology Parkway NW, Suite 300 Peachtree Corners, Georgia 30092 United States |