Platform Terms of Use
Last Updated: July 15, 2025
These Platform Terms of Use (these "Terms of Use") is a legal agreement between you and Magibits LLC ("Magibits," "we," "us," or "our"). These Terms of Use specify the terms under which you may access and use our proprietary software as a service (SaaS) platform that is made available to you as a web application at www.magibits.ai and/or a mobile application available on the App Stores (the "Platform").
PLEASE READ THESE TERMS OF USE CAREFULLY. BY ACCESSING AND/OR USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS OF USE, AND THE TERMS AND CONDITIONS OF OUR PRIVACY POLICY (THE "PRIVACY POLICY"), WHICH IS HEREBY INCORPORATED INTO THESE TERMS OF USE AND MADE A PART HEREOF BY REFERENCE (COLLECTIVELY, THE "AGREEMENT"). IF YOU DO NOT AGREE TO ANY OF THE TERMS IN THIS AGREEMENT, THEN PLEASE DO NOT USE THE PLATFORM.
If you accept or agree to the Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the Agreement and, in such event, "you" and "your" will refer and apply to that company or other legal entity.
We reserve the right, at our sole discretion, to modify, discontinue, or terminate the Platform, or to modify the Agreement, at any time and without prior notice. If we modify the Agreement, we will post the modification on the Platform or provide you with notice of the modification. By continuing to access or use the Platform after we have posted a modification on the Platform or have provided you with notice of the modification, you are indicating that you agree to be bound by the modified Agreement. If the modified Agreement is not acceptable to you, your only recourse is to cease using the Platform.
THE SECTIONS BELOW TITLED "BINDING ARBITRATION" AND "CLASS ACTION WAIVER" CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.
Capitalized terms not defined in these Terms of Use shall have the meaning set forth in our Privacy Policy.
1. TYPES OF USERS AND AGREEMENT TO TERMS
This Terms of Use is applicable to individuals who have registered to access and utilize the Platform ("Customer"), and those employees and contractors of the Customer who are sanctioned by the Customer to access and utilize the Platform ("Authorized User").
By accessing and/or using the Platform, each Customer and Authorized User is, through their action of use, consenting to abide by the provisions of these Terms of Use and the related Privacy Policy.
2. RIGHT TO ACCESS AND USE THE PLATFORM
Subject to the terms and conditions of this Agreement, Magibits hereby grants you during the Term of this Agreement a limited, non-exclusive, non-transferable, non-sublicensable, revocable right, to authorize your Authorized Users to access and use the Platform solely for your internal business purposes, including generating medical notes and scribes from patient interactions using AI technology.
You will not (and will not authorize, permit, or encourage any third party to): (i) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Platform; (ii) modify, adapt, or translate the Platform, or any portion or component thereof; (iii) make any copies of the Platform, or any portion or component thereof; (iv) resell, distribute, or sublicense the Platform, or any portion or component thereof; (v) remove or modify any proprietary markings or restrictive legends placed on the Platform; (vi) use the Platform, or any portion or component thereof in violation of any applicable law, in order to build a competitive product or service, or for any purpose not specifically permitted in this Agreement; (vii) introduce, post, or upload to the Platform any virus, worm, "back door," Trojan Horse, or similar harmful code; (viii) save, store, or archive any portion of the services (including, without limitation, any data contained therein) outside the Platform other than those outputs generated through the intended functionality of the Platform without the prior, written permission of Magibits in each instance; (ix) use the Platform in connection with service bureau, timeshare, service provider or like activity whereby you operate the Platform for the benefit of a third party; or (x) circumvent any processes, procedures, or technologies that we have put in place to safeguard the Platform.
If you violate this section, Magibits reserves the right in its sole discretion to immediately deny you access to the Platform, or any portion thereof, without notice. Magibits reserves the right to change the availability of any feature, function, or content relating to the Platform, at any time, without notice or liability to you.
3. TRIALS
If you would like to try our Platform, we will provide you with access to the Platform free of charge for a set number of visits that will be made known to you when you sign up to use the Platform. Such access is limited to evaluating the Platform to determine whether to purchase a subscription for the Platform. During the trial period, you or your Authorized Users may not use the Platform for any other purposes, including but not limited to competitive analysis, commercial, professional or for-profit purposes. We reserve the right in our sole discretion to terminate your and your Authorized Users' access to the Platform during the trial period at any time. You may cancel the trial at any time during the trial period by providing written notice to us. Following the trial period, you may decide to purchase a paid subscription to the Platform by notifying us. Notwithstanding anything to the contrary set forth in this Agreement, during any trial period, we will have no warranty, indemnity, support or other obligations; we will have no liability for any harm or damage arising out of or in connection with the Platform; and your and your Authorized Users use of the Platform is at your own risk.
4. AUTHORIZED USERS
Your employees and contractors who access and use the Platform on your behalf are referred to herein as "Authorized Users." Each Authorized User must create an account by providing his/her email address and creating a password (collectively "Login Credentials"). You are solely responsible for all use of the Platform by each Authorized User and for compliance by each Authorized User with the applicable terms of this Agreement. You shall ensure the security and confidentiality of all Login Credentials associated with your account. You shall promptly notify us in the event that you become aware of any unauthorized access to your account.
5. OWNERSHIP, LICENSE, AND USE RESTRICTIONS
The Platform, all data (excluding the Customer Content as defined below), content and materials thereon, the look and feel, design and organization of the Platform, and the compilation of the content, materials, and data on the Platform (collectively, the "Materials"), including but not limited to any copyrights, trademark rights, patent rights, database rights, moral rights, and other intellectual property and proprietary rights therein, are owned by Magibits or its licensors. Except as expressly set forth in this Agreement, your use of, and access to, the Platform and the Materials does not grant you any right, or ownership in the Platform or the Materials. Unless you have our written permission, you may not sell, rent, lease, or sublicense the materials.
Subject to your compliance with the terms and conditions of this Agreement, you hereby grant to Magibits a non-exclusive, non-transferable, revocable, worldwide, royalty-free license to use, copy, and display the Customer Content solely for the purpose of providing the Platform to you.
6. CUSTOMER CONTENT
As between the parties, you retain ownership of all data, content and materials that you submit to the Platform through your account (collectively, the "Customer Content"). You are solely responsible for the accuracy, integrity and quality of the Customer Content. You represent and warrant that: (i) you either own your Customer Content (and any intellectual property rights therein) or have obtained valid licenses to your Customer Content; (ii) use of your Customer Content on the Platform or through the services will not violate any copyrights, privacy rights, publicity rights, trademark rights, contract rights or any other intellectual property rights, proprietary rights, or other rights of any person or entity; and (iii) you have obtained all necessary consents and permissions from any individuals whose personal information or protected health information (PHI) is included in the Customer Content, including consents required under HIPAA (as defined below).
You acknowledge that the Platform uses artificial intelligence and machine learning technologies to process Customer Content, such as transcribing audio from patient interactions and generating medical notes. You are solely responsible for reviewing, verifying, and approving any outputs generated by the Platform (e.g., medical notes or summaries) before using them in any clinical or professional context. The Platform is a tool to assist healthcare professionals and does not provide medical advice, diagnosis, or treatment.
7. FEEDBACK
If you choose to provide suggestions and feedback to us regarding problems with, proposed modifications, or improvements to the Platform ("Feedback"), then you hereby grant us an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to use and exploit the Feedback in any manner and for any purpose, including to improve the Platform and create other products and services.
8. HIPAA COMPLIANCE AND BUSINESS ASSOCIATE AGREEMENT
The Platform may involve the processing of protected health information ("PHI") as defined under the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"). Magibits is committed to HIPAA compliance and has entered into a Business Associate Agreement ("BAA") with Amazon Web Services, Inc. ("AWS") to ensure secure handling of PHI on our infrastructure.
We will process any PHI included in Your Data in accordance with the Business Associate Agreement attached hereto as Schedule A ("BAA"). You will have sole responsibility for the accuracy, quality, and legality of Your Data. If the terms of this Agreement conflict with the terms of the BAA, the terms of the BAA shall control solely with respect to processing of PHI. By providing Your Data, you agree to be legally bound by the terms and conditions of the BAA, which is made part of this Agreement.
If you are a Covered Entity under HIPAA and intend to use the Platform to process PHI, you must enter into a separate BAA with Magibits. By using the Platform to process PHI, you agree to the terms of the BAA attached hereto as Schedule A, which is incorporated into this Agreement by reference. If you do not agree to the BAA, you must not upload or process any PHI through the Platform.
You are responsible for: (i) configuring your account in compliance with HIPAA requirements, including enabling encryption and audit logging; (ii) obtaining necessary patient consents; and (iii) ensuring that your use of the Platform complies with all applicable laws, including HIPAA.
9. PAYMENT
Magibits offers and you can purchase a monthly or annual subscription for access to the Platform ("Subscription") for a fee that is made known to you when you sign-up for the Subscription (the "Subscription Fee"). We may add new fees and charges, or amend fees and charges, at any time in our sole discretion. Payment for a Subscription is due immediately upon making a purchase for a subscription. By making a purchase, you are agreeing to pay Magibits, through our third-party payment processor ("Third-Party Payment Processor"), all applicable fees for the Subscription you purchase. Any information you provide to the Third-Party Payment Processor will be processed by such Third-Party Payment Processor in accordance with its privacy policy and terms of use. YOU MUST PROVIDE CURRENT, COMPLETE, AND ACCURATE INFORMATION FOR YOUR ACCOUNT, AND PROMPTLY UPDATE ALL INFORMATION TO KEEP SUCH ACCOUNT INFORMATION CURRENT, COMPLETE, AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE). FURTHER, YOU MUST PROMPTLY NOTIFY US IF A PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USERNAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE THROUGH YOUR ACCOUNT.
By purchasing a Subscription, you acknowledge that your Subscription has an initial and recurring payment charge at the then-current Subscription rate, you agree that Magibits may submit monthly or annual charges, as applicable, in advance to your chosen payment method without your further authorization, until you provide notice to Magibits that you wish to cancel your Subscription or to change your payment method. You further accept responsibility for all recurring charges prior to cancellation, including, where applicable, any charges processed by Magibits after the expiration date of your payment card.
You may change or terminate your Subscription by visiting your account billing page or emailing us at support@magibits.ai. If you terminate your Subscription, you may use your Subscription until the end of the then-current billing cycle, and the Subscription will not be renewed after that period expires. Magibits does not refund any pre-paid portion of the Subscription fee. Magibits may immediately terminate or suspend your Subscription for any reason or no reason in accordance with these Terms of Use, including for failure to pay the applicable fees when due. If we terminate or suspend your Subscription, your right to use any software or content provided in connection with the Subscription is also terminated or suspended (as applicable).
10. TERM AND TERMINATION
The term of this Agreement ("Term") commences when you first access the Platform and continues until terminated as set forth herein.
You may terminate this Agreement at any time by canceling your account through the Platform settings or by contacting us at support@magibits.ai. We may terminate this Agreement and your access to the Platform at any time, with or without cause, upon notice to you. Upon termination, you must cease all use of the Platform, and we may delete your account and any Customer Content.
Sections 5 (Ownership), 6 (Customer Content responsibilities), 7 (Feedback), 8 (HIPAA obligations post-termination), 11 (Disclaimers), 12 (Limitation of Liability), 13 (Indemnification), 14 (Binding Arbitration), 15 (Class Action Waiver), and 17 (Miscellaneous) shall survive any termination of this Agreement.
11. DISCLAIMERS
THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
THE PLATFORM IS NOT INTENDED TO PROVIDE MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. IT IS A TOOL TO ASSIST HEALTHCARE PROFESSIONALS IN DOCUMENTATION. YOU ARE SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY OF ANY OUTPUTS AND FOR ALL CLINICAL DECISIONS. WE ARE NOT LIABLE FOR ANY ERRORS, OMISSIONS, OR INACCURACIES IN THE GENERATED CONTENT.
12. LIMITATION OF LIABILITY
IN NO EVENT SHALL MAGIBITS, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY: (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR PLATFORM; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION, CESSATION, OR DISRUPTION OF TRANSMISSION TO OR FROM OUR PLATFORM; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR PLATFORM BY ANY THIRD PARTY; OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
OUR MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE PLATFORM, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED THE FEES PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
13. INDEMNIFICATION
You agree to defend, indemnify, and hold harmless Magibits, its affiliates, officers, directors, employees, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Platform; (ii) your violation of any term of this Agreement; (iii) your violation of any third-party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your Customer Content caused damage to a third party.
14. BINDING ARBITRATION
Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration shall be Bellevue, Washington. The arbitration shall be governed by the laws of the State of Washington.
15. CLASS ACTION WAIVER
Any arbitration or action under this Agreement will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THEIR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/OR REPRESENTATIVE PROCEEDING.
16. GOVERNING LAW
This Agreement shall be governed by the internal substantive laws of the State of Washington, without respect to its conflict of laws principles. Any claim or dispute between you and Magibits that arises in whole or in part from the Platform shall be decided exclusively by a court of competent jurisdiction located in King County, Washington, unless submitted to arbitration as set forth in the preceding section.
17. MISCELLANEOUS
This Agreement constitutes the entire agreement between you and Magibits concerning the subject matter hereof. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Magibits' failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
You may not assign or transfer this Agreement, by operation of law or otherwise, without Magibits' prior written consent. Any attempt by you to assign or transfer this Agreement without such consent will be null and void.
If you have any questions about this Agreement, please contact us at support@magibits.ai.
SCHEDULE A: BUSINESS ASSOCIATE AGREEMENT
THIS BUSINESS ASSOCIATE AGREEMENT (this "BAA") is entered into between Magibits LLC ("Business Associate") and you ("Covered Entity"), and is incorporated into the Terms of Use.
The parties hereby agree as follows:
1. Applicability and Definitions. This BAA applies only to the processing of PHI through the Platform. "PHI" means "protected health information" as defined in 45 C.F.R. § 160.103 that is received by Business Associate from or on behalf of Covered Entity via the Platform. Unless otherwise defined herein, capitalized terms shall have the meanings set forth in HIPAA.
2. Permitted and Required Uses and Disclosures. Business Associate may Use or Disclose PHI only as necessary to provide the Platform services or as required by law.
3. Obligations of Business Associate.
3.1. Limit on Uses and Disclosures. Business Associate will use or disclose PHI only as permitted by this BAA or as required by law.
3.2. Safeguards. Business Associate will use reasonable and appropriate safeguards to prevent Use or Disclosure of PHI other than as provided for by this BAA, consistent with Subpart C of 45 C.F.R. Part 164.
3.3. Reporting. Business Associate will report to Covered Entity any Use or Disclosure of PHI not permitted by this BAA, Security Incidents, or Breaches of Unsecured PHI as required by HIPAA.
3.4. Subcontractors. Business Associate will ensure that any subcontractors handling PHI agree to restrictions at least as stringent as those in this BAA.
3.5. Access, Amendment, and Accounting. Business Associate will make PHI available for access, amendment, and accounting as required by HIPAA.
3.6. Internal Records. Business Associate will make its internal practices available to the Secretary of HHS for compliance purposes.
4. Obligations of Covered Entity.
4.1. Appropriate Use. Covered Entity is responsible for implementing privacy and security safeguards for PHI.
4.2. Configurations. Covered Entity must encrypt PHI and apply required security settings.
4.3. Consents. Covered Entity warrants obtaining necessary authorizations.
4.4. Compliance. Covered Entity will comply with HIPAA.
5. Term and Termination. This BAA terminates with the Agreement or upon notice. Upon termination, Business Associate will return or destroy PHI if feasible.
6. Miscellaneous. This BAA is governed by Washington law. Amendments must be in writing.