User Agreement

1. Acceptance and Scope

1.1 Agreement. This User Agreement (the "Agreement") is a binding contract between MedScout, Inc. ("MedScout," "we," or "us") and the individual accessing the Service ("you"). If you access the Service on behalf of your employer or another company or organization, that entity is the "Customer" and is also bound by this Agreement as described in Section 1.3. It governs your access to and use of the MedScout platform, data, reports, exports, application programming interfaces, the MedScout Model Context Protocol server (the "MCP Server"), AI-powered features, and all related services, content, and documentation (collectively, the "Service").

1.2 How you accept. By checking the acceptance box, clicking "Accept" or "I Agree," or otherwise accessing or using the Service, you accept this Agreement. If you do not agree, you may not access or use the Service. Each time you accept an updated version of this Agreement, the updated version applies.

1.3 Authority to bind. If you access the Service on behalf of a company or other legal entity, you represent that you are authorized to bind that entity to this Agreement, and that entity is bound as Customer. You are also personally bound by the provisions of this Agreement applicable to you as an Authorized User, whether or not Customer is bound.

1.4 Trials, betas, and evaluations. This Agreement applies to every form of access to the Service, including paid subscriptions, trials, pilots, proofs of concept, beta or preview features, and evaluation access such as the MedScout MCP Trial (each form of evaluation access, "Trial Access"). Section 5 contains additional terms for Trial Access.

1.5 Relationship to signed agreements. If Customer has a separately executed Master Subscription Agreement, order form, or similar written agreement with MedScout (a “Customer Agreement”), the Customer Agreement governs the commercial relationship between MedScout and Customer, and this Agreement governs each individual user’s conduct and access to the Service. If this Agreement directly conflicts with a Customer Agreement on the same subject, the Customer Agreement controls as between MedScout and Customer. Notwithstanding the foregoing, any restrictions applicable to Third-Party Data that MedScout identifies as required by an applicable third-party data or content licensor continue to apply to the applicable Third-Party Data and may not be modified except with MedScout’s express written approval. Without limiting the foregoing, unless MedScout expressly confirms in writing that an exception is permitted, no Customer Agreement may authorize any person who is not an Authorized User to access MedScout Data, permit MedScout Data to be accessed or used outside the geographic territory authorized by MedScout, permit Customer to retain MedScout Data after access ends, or permit the redistribution, commercialization, re-identification, or linking or matching of MedScout Data in violation of Section 4 or 7.

2. Definitions

"AI Features" means any feature of the Service that uses machine learning, large language models, or other artificial intelligence to generate, summarize, rank, predict, or recommend content, including Scout AI, the MedScout MCP Server, Territory Optimization, AI search, and any similar feature.

"Approved Email" means the specific individual email address that MedScout has approved and provisioned for access to the Service.

"Authorized User" means the individual person to whom an Approved Email belongs and who has accepted this Agreement.

"Credentials" means usernames, passwords, multi-factor authentication codes, API keys, MCP tokens, session cookies, and any other means of authenticating to the Service.

"MedScout Data" means all data, content, analytics, scores, rankings, estimates, provider and facility profiles, claims-derived metrics, referral and volume information, and other materials made available through the Service, in any form, including data derived from Third-Party Data.

"Outputs" means any text, summaries, lists, recommendations, or other content generated by AI Features in response to your inputs.

"Third-Party Data" means data and content that MedScout licenses from third parties and includes in the Service, including CPT content licensed from the American Medical Association and claims, reference, and other datasets licensed from data suppliers.

"Trial Access" has the meaning given in Section 1.4.

3. Accounts, Approved Email, and Credentials

3.1 Access is personal to the Approved Email. MedScout grants access to the Service only to the individual person who owns the Approved Email. Access is not granted to Customer generally, to a department, to a role, or to any other person. You may not access the Service using any email address other than your Approved Email, and you may not create or request an account using an alias, forwarding address, shared mailbox, distribution list, group address, or generic address (for example, sales@ or admin@). MedScout may verify the identity, employer, and email domain of any user and may refuse or revoke access if verification fails.

3.2 No credential sharing. Your Credentials are for your use alone. You may not share, disclose, lend, sell, transfer, or assign your Credentials or your account to any other person, including a colleague, contractor, or successor in your role, and you may not permit any other person to access the Service through your account or session. Concurrent use of one account by more than one person is prohibited. If MedScout detects sharing or concurrent use, MedScout may suspend the account immediately and may treat the sharing as a material breach by both you and Customer.

3.3 Your responsibilities. You must keep your Credentials confidential, use multi-factor authentication where offered, and notify MedScout at support@medscout.io promptly, and in any case within 24 hours, if you know or suspect that your Credentials have been compromised or your account has been accessed by anyone else. You are responsible for all activity that occurs under your account, whether or not you authorized it, until you notify MedScout.

3.4 Adding, transferring, and removing users. Customer may add Authorized Users or transfer a seat to a new individual only by request to MedScout and subject to Customer's subscription limits. Customer must notify MedScout promptly when an Authorized User leaves Customer's organization or no longer needs access, and MedScout may deactivate that user's account. A departing user may not retain, export, or use MedScout Data after their access ends.

3.5 Accurate information. You must provide accurate, current, and complete information when registering and keep it updated. Registering with false information or on behalf of a company you do not represent is a breach of this Agreement. You further represent that neither you nor Customer is, or is acting on behalf of, a healthcare claims data vendor, data aggregator, data broker, or provider of a product or service that competes with the Service, and that you are not accessing the Service to evaluate it for any such party. MedScout may deny or revoke access to any person or entity it reasonably believes falls within this description.

4. License and Use Restrictions

4.1 Limited license. Subject to this Agreement, MedScout grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service, MedScout Data, and Outputs solely through the interfaces MedScout makes available to you, solely for Customer's internal business purposes, solely within the geographic territory authorized by MedScout, and solely during the period MedScout has authorized your access. Unless MedScout expressly authorizes otherwise in writing, the authorized territory is the United States and its legal possessions and territories. All rights not expressly granted are reserved.

4.2 Absolute prohibition on scraping and automated extraction. You may not, and may not permit or assist anyone else to:

1. Use any robot, spider, crawler, scraper, script, macro, headless browser, browser extension, plug-in, automated agent, AI agent (other than an AI client approved by MedScout and used as described in Section 4.3), or other automated means to access, navigate, query, monitor, collect, copy, extract, or download any part of the Service or MedScout Data;
2. Systematically retrieve, harvest, compile, or aggregate MedScout Data, whether manually or by automated means, to create or populate any database, dataset, list, model, or compilation outside the Service;
3. Use the Service's export, download, or reporting functions at a volume, frequency, or pattern that exceeds ordinary, good-faith use by an individual, or use them to reconstruct any substantial portion of MedScout Data;
4. Circumvent, disable, probe, or interfere with any rate limit, access control, export limit, authentication mechanism, or other technical measure that MedScout uses to protect the Service or MedScout Data;
5. Access the Service through any interface other than the MedScout web application, the MCP Server used as described in Section 4.3, or an API that MedScout has expressly licensed to Customer in writing.

These prohibitions apply regardless of the purpose of the extraction, regardless of whether the extracted data is later deleted, and regardless of whether the user has a paid subscription or Trial Access. Nothing in this Section 4.2 prohibits use of the export, download, reporting, or CRM integration features that MedScout itself provides, when used within the limits MedScout sets and for Customer's internal business purposes.

4.3 Permitted use of the MCP Server. The MCP Server allows you to query MedScout Data through an AI client that MedScout has designated in writing as an approved client. MedScout may approve, condition, or withdraw approval of any AI client at any time, including by requiring that you access the MCP Server only through enterprise, team, or API tiers of a client whose terms prohibit the provider from training on, retaining, or disclosing your session data. You represent that any approved AI client you use is configured so that the provider does not train on or use MedScout Data for the provider's own purposes and does not retain MedScout Data beyond the period or purposes approved by MedScout, and you will not use the MCP Server through any client, tier, or configuration that MedScout has not approved. You may use the MCP Server for interactive, user-directed sessions in which a human Authorized User asks questions and reviews the responses. You may not script, schedule, loop, or otherwise automate requests to the MCP Server, use it to enumerate or paginate through records, chain it with other tools or agents to extract MedScout Data in bulk, or use it to feed MedScout Data into any external database, warehouse, data lake, or model other than through an integration MedScout provides. Any such use is scraping under Section 4.2. MedScout may set and change query, volume, and rate limits for the MCP Server at any time.

4.4 Other restrictions. You may not:

• Copy, sell, resell, rent, lease, license, sublicense, distribute, publish, syndicate, or otherwise make MedScout Data or the Service available to any third party, including to Customer's affiliates, agencies, consultants, or distributors, unless MedScout has authorized that person as an Authorized User;
• Use MedScout Data, Outputs containing or derived from MedScout Data, or the Service to build, train, fine-tune, validate, benchmark, or improve any external product, dataset, artificial intelligence system, or machine learning model, or to develop or support any product or service that competes with the Service;
• Reverse engineer, decompile, disassemble, or attempt to derive the source code, models, algorithms, scoring methods, or data structures of the Service;
• Remove, obscure, or alter any copyright, trademark, attribution, or proprietary notice, or frame, mirror, or embed the Service;
• Use the Service in violation of applicable law, including healthcare privacy, marketing, anti-kickback, and data protection laws, or attempt to identify, contact, or target any individual patient;
• Display, publish, or distribute MedScout Data or Outputs outside Customer's organization, including in presentations, marketing materials, press, social media, or investor materials, without MedScout's prior written consent;
• Use the Service to transmit malicious code, or perform any security or penetration testing without MedScout's prior written consent.

4.5 Monitoring and enforcement. MedScout monitors use of the Service, including query patterns, export volumes, session behavior, IP addresses, and MCP Server traffic, to detect prohibited use. You acknowledge that any access in violation of Section 4.2 or 4.3 is unauthorized and exceeds the scope of your license, and that MedScout Data is a trade secret and proprietary compilation whose unauthorized extraction would cause MedScout irreparable harm for which money damages are an inadequate remedy. MedScout may pursue legal action against any person or entity that scrapes, crawls, or otherwise extracts MedScout Data in violation of this Section 4, to the fullest extent permitted by law. This includes civil claims for breach of contract, trade secret misappropriation, copyright infringement, unauthorized access under the Computer Fraud and Abuse Act and state computer crime laws, and any other available cause of action, as well as referral to law enforcement where MedScout believes a crime has been committed. MedScout may seek injunctive relief without posting a bond, in addition to all other remedies, and may pursue these remedies against both the individual user and Customer. You agree to reimburse MedScout for its reasonable costs, including attorneys' fees, incurred in investigating and remedying any breach of Section 4.

5. Trial Access and Beta Features

5.1 Evaluation only. Trial Access, including the MedScout MCP Trial, is provided solely so that you can evaluate the Service in good faith for a potential purchase. You may not use Trial Access for production, commercial, or operational purposes, to service Customer's customers, or to obtain MedScout Data for any purpose other than evaluation. All restrictions in Sections 3 and 4 apply in full to Trial Access.

5.2 MedScout's discretion. MedScout may grant, deny, limit, modify, suspend, or end Trial Access at any time, for any reason or no reason, and without notice or liability. MedScout may limit the features, data, geographies, query volumes, export capability, number of users, and duration available under Trial Access, and may provide sample, partial, delayed, or restricted data. MedScout has no obligation to provide Trial Access, to extend it, or to make any feature available. Trial Access does not grant you any right to underlying source datasets, raw supplier data, or other information that MedScout does not expressly make available through the Trial Access interface.

5.3 Duration and end of trial. Trial Access lasts for the period MedScout specifies, or if no period is specified, until MedScout ends it. When Trial Access ends, your right to use the Service ends unless Customer has entered into a Customer Agreement or paid subscription. Trial Access does not convert to a paid subscription automatically, and neither you nor MedScout is obligated to purchase or sell anything. MedScout may delete any data, saved searches, lists, or Outputs associated with Trial Access at any time after it ends.

5.4 Beta and preview features. MedScout may label certain features, including AI Features, as beta, preview, early access, or similar. Those features are experimental, may be incomplete, unstable, or inaccurate, may change or be withdrawn without notice, and are not subject to any service level, support commitment, or warranty. Beta features and non-public information about them are MedScout's confidential information under Section 10.

5.5 No warranty or liability for Trial Access. TRIAL ACCESS AND BETA FEATURES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MEDSCOUT'S TOTAL LIABILITY ARISING OUT OF TRIAL ACCESS OR BETA FEATURES WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100).

5.6 Trial data limits. Trial Access is subject to the usage limits that MedScout publishes in the Service, in the trial invitation, or in writing (the "Trial Limits"). Trial Limits may include, without limitation, caps on the number of queries or MCP Server requests per user per day or per trial, the number of provider or facility records viewed, returned, or summarized, the number and size of exports, the number of Authorized Users per Customer, the features and data available, and the length of the trial period. MedScout will make the current Trial Limits available to you through the Service or on request, and you are responsible for knowing them. Usage is measured by MedScout's systems, and MedScout's records are conclusive. MedScout may enforce Trial Limits by any technical means, including throttling, blocking, truncating results, disabling exports or MCP access, or suspending the account, without notice. Attempting to exceed or circumvent a Trial Limit, including by creating additional accounts, using multiple email addresses, rotating Credentials, splitting requests across users, or reformulating queries to retrieve the same data in smaller pieces, is a breach of this Agreement and is treated as scraping under Section 4.2. If MedScout determines that you have attempted to exceed or circumvent a Trial Limit, MedScout may immediately suspend or terminate Trial Access, preserve evidence of the prohibited activity, and exercise any remedies available under this Agreement, at law, or in equity, including the remedies described in Sections 4.5 and 11.5. MedScout may change the Trial Limits at any time, and the Trial Limits in effect when you use the Service apply.

6. Data Accuracy and AI Features

6.1 Nature of MedScout Data. MedScout Data is compiled from claims data, public records, Third-Party Data, and MedScout's own models and estimates. It may be incomplete, delayed, out of date, inconsistent across sources, or inaccurate. Volumes, referral patterns, affiliations, contact details, scores, rankings, and projections are estimates derived from available data and statistical modeling, not verified facts. MedScout does not independently verify MedScout Data and does not represent that any provider, facility, or figure is accurate, complete, or current.

6.2 AI Features and hallucinations. AI Features generate Outputs using large language models and other probabilistic methods. Outputs may be inaccurate, incomplete, out of context, biased, or entirely fabricated (commonly called "hallucinations"), and may cite data, providers, or relationships that do not exist or misstate data that does. Outputs are not reviewed by MedScout before they are shown to you, and the same input may produce different Outputs at different times. AI Features may be provided in part through third-party AI model providers.

6.3 Your obligation to verify. You are solely responsible for evaluating MedScout Data and Outputs before relying on or acting on them. You must independently verify any MedScout Data or Output that you use for any material decision, communication, or representation. You may not represent to any third party that MedScout has independently verified, validated, or endorsed the factual accuracy or completeness of any MedScout Data or Output.

6.4 No professional advice. MedScout Data and Outputs are provided for general business intelligence only. They are not medical, clinical, legal, regulatory, compliance, financial, or tax advice, and they do not establish that any provider is appropriate for any purpose. MedScout does not practice medicine and does not make or recommend clinical, coverage, or reimbursement decisions.

6.5 No responsibility for errors or reliance. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MEDSCOUT AND ITS DATA SUPPLIERS AND AI PROVIDERS DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR ANY ERROR, OMISSION, INACCURACY, HALLUCINATION, OR OTHER DEFECT IN MEDSCOUT DATA OR OUTPUTS, AND FOR ANY DECISION MADE, ACTION TAKEN, OR RESULT OBTAINED IN RELIANCE ON THEM. Your use of MedScout Data and Outputs is at your own risk.

7. Third-Party Data

7.1 AMA CPT End User Point and Click Agreement. The Service includes CPT content licensed from the American Medical Association. As a condition of access, you agree to the following terms, which the AMA requires:

CPT codes, descriptions and other data only are copyright 1995 - 2025 American Medical Association. All rights reserved. CPT is a registered trademark of the American Medical Association (AMA). You, your employees and agents are authorized to use CPT only as contained in the following authorized materials of MedScout internally within your organization within the United States for the sole use by yourself, employees and agents. Use is limited to use in Medicare, Medicaid or other data made available by MedScout. You agree to take all necessary steps to insure that your employees and agents abide by the terms of this agreement. Any use not authorized herein is prohibited, including by way of illustration and not by way of limitation, making copies of CPT for resale and/or license, transferring copies of CPT to any party not bound by this agreement, creating any modified or derivative work of CPT, or making any commercial use of CPT. License to use CPT for any use not authorized herein must be obtained through the AMA, CPT Intellectual Property Services, AMA Plaza, 330 N. Wabash Ave., Suite 39300, Chicago, IL 60611-5885. Applications are available at the AMA Web site, http://www.ama-assn.org/go/cpt.

CPT is provided "as is" without warranty of any kind, either expressed or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose. No fee schedules, basic unit, relative values or related listings are included in CPT. The AMA does not directly or indirectly practice medicine or dispense medical services. The responsibility for the content of this file/product is with MedScout and no endorsement by the AMA is intended or implied. The AMA disclaims responsibility for any consequences or liability attributable to or related to any use, non-use, or interpretation of information contained or not contained in this file/product. This agreement will terminate upon notice if you violate its terms. The AMA is a third party beneficiary to this agreement.

The scope of the CPT license is determined by the AMA, the copyright holder. Any questions pertaining to the license or use of CPT should be addressed to the AMA. End Users do not act for or on behalf of MedScout. MedScout disclaims responsibility for any liability attributable to End User use of CPT.

7.2 Other data suppliers. MedScout licenses Third-Party Data from data suppliers under agreements that restrict how that data may be used. You agree to comply with any additional use restrictions that MedScout communicates to you in the Service, in documentation, or in writing, and MedScout may add, modify, restrict, or remove Third-Party Data at any time to comply with its supplier obligations. MedScout's data suppliers are intended third-party beneficiaries of Sections 4, 6, and 7 and may enforce them directly.

7.3 De-identified data and re-identification. MedScout Data is de-identified with respect to patients and does not include protected health information. Where MedScout identifies particular MedScout Data as subject to supplier-specific linking or matching restrictions, you may not link, match, combine, enrich, or otherwise associate that data with another dataset except through functionality expressly provided or approved by MedScout. You may not attempt to re-identify any individual patient, link or match MedScout Data to patient-level information or to any other dataset for the purpose of identifying patients or reconstructing claims-level or encounter-level records, or use MedScout Data to contact, market to, or make any determination about any individual patient. You may not use MedScout Data as a factor in determining any individual's eligibility for credit, insurance, employment, housing, or any other purpose regulated by the Fair Credit Reporting Act or similar law.

8. Suspension and Termination

8.1 MedScout's right to suspend or terminate. MedScout may suspend, restrict, throttle, or terminate your access to the Service, or any part of it, with or without notice, if MedScout reasonably believes that: (a) you or Customer have breached this Agreement or a Customer Agreement; (b) your use presents a security, legal, reputational, or operational risk to MedScout, its data suppliers, or other users; (c) a data supplier requires it; (d) your access was obtained through false information; (e) Customer has failed to pay amounts due; (f) Trial Access has ended; or (g) you are no longer employed by or engaged with Customer. MedScout will not be liable to you or Customer for any suspension, restriction, or termination. MedScout may terminate Trial Access at any time, for any reason or no reason, and without liability. Termination of Customer's paid subscription or other rights under a Customer Agreement is governed by the applicable Customer Agreement.

8.2 Effect of termination. When your access ends for any reason, your license under Section 4.1 ends immediately. You must stop using the Service and, within 10 days, delete or destroy all MedScout Data in your possession or control, including exports, downloads, copies, and Outputs, except to the extent a Customer Agreement expressly permits Customer to retain specific materials. On request, you will certify deletion in writing. MedScout may delete your account data at any time after termination.

8.3 Survival. Sections 4.2 through 4.5, 6, 7, 8.2, 8.3, 9, 10, 11, 12, 13, and 14, and any other provision that by its nature should survive, survive termination.

8.4 Refunds. Termination of an individual user's access under this Agreement does not by itself entitle Customer to any refund. Any refund rights between MedScout and Customer are governed by the Customer Agreement.

9. Intellectual Property, Feedback, and Usage Data

9.1 MedScout's ownership. MedScout and its licensors own all right, title, and interest in and to the Service, MedScout Data, AI Features, Outputs, and all software, models, algorithms, scoring methodologies, designs, documentation, trademarks, and other materials related to them, including all intellectual property rights. MedScout Data is a proprietary compilation and trade secret of MedScout. This Agreement grants you no ownership interest of any kind. "MedScout" and the MedScout logo are trademarks of MedScout and may not be used without written permission.

9.2 Your inputs. You retain ownership of the data, prompts, files, and other content you submit to the Service ("Inputs"). You grant MedScout a non-exclusive, worldwide, royalty-free license to host, process, store, transmit, and display Inputs as needed to provide the Service to you, to secure and support the Service, and as described in Section 9.4. You represent that you have all rights needed to submit your Inputs and that they do not include protected health information or personal data that you are not permitted to share.

9.3 Feedback. If you provide suggestions, ideas, bug reports, or other feedback about the Service, MedScout may use and incorporate that feedback without restriction, attribution, or compensation, and you assign to MedScout all rights in it.

9.4 Usage data and aggregated data. MedScout may collect and use data about how the Service is accessed and used, including queries, prompts, Outputs, session activity, feature usage, and performance metrics ("Usage Data"), to operate, secure, support, analyze, and improve the Service, to train and improve AI Features, to detect prohibited use, and to enforce this Agreement. MedScout owns all aggregated, de-identified, or statistical data derived from Usage Data and Inputs and may use it for any lawful purpose, provided that it does not identify Customer or any individual user.

10. Confidentiality, Privacy, and Security

10.1 Confidential information. The Service, MedScout Data, non-public features, pricing, documentation, security information, and any other non-public information MedScout makes available to you are MedScout's confidential information. You will use it only as permitted by this Agreement, protect it with at least reasonable care, and not disclose it to anyone other than Authorized Users who need it for Customer's permitted internal use. This obligation does not apply to information that is publicly available through no fault of yours or that you are legally compelled to disclose, provided you give MedScout prompt notice where permitted.

10.2 Privacy. MedScout collects and processes information about you in connection with the Service, including your name, Approved Email, employer, job title, login and session information, device and browser information, IP address, and Usage Data. MedScout uses this information to provide, secure, support, and improve the Service, to communicate with you, to detect and enforce against prohibited use, and to comply with law. MedScout may share it with service providers that support the Service, with Customer, with data suppliers where required to enforce their license terms, and as required by law or legal process. MedScout does not sell personal information. If MedScout publishes a separate Privacy Policy, that policy will govern its handling of personal information and will be incorporated into this Agreement by reference. You may direct privacy questions or requests to support@medscout.io.

10.3 Security. MedScout maintains administrative, technical, and physical safeguards designed to protect the Service. You will not attempt to gain unauthorized access to any system, account, or data, will not test the security of the Service without MedScout's prior written consent, and will promptly report any vulnerability you discover to support@medscout.io. You are responsible for the security of the devices, networks, and AI clients you use to access the Service.

11. Disclaimer of Warranties, Limitation of Liability, and Indemnification

11.1 Disclaimer of warranties. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE, MEDSCOUT DATA, AI FEATURES, AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND MEDSCOUT, ITS AFFILIATES, DATA SUPPLIERS, AND AI PROVIDERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, TIMELINESS, AND UNINTERRUPTED OR ERROR-FREE OPERATION. MEDSCOUT DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT ANY MEDSCOUT DATA OR OUTPUT IS ACCURATE OR RELIABLE. Any warranty MedScout gives Customer is set out only in the Customer Agreement and runs only to Customer.

11.2 Exclusion of damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MEDSCOUT, ITS AFFILIATES, DATA SUPPLIERS, AND AI PROVIDERS WILL NOT BE LIABLE UNDER ANY THEORY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR USE, OR FOR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.3 Cap on liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF MEDSCOUT, ITS AFFILIATES, DATA SUPPLIERS, AND AI PROVIDERS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT CUSTOMER PAID MEDSCOUT FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100). FOR TRIAL ACCESS, THE CAP IN SECTION 5.5 APPLIES. If a Customer Agreement sets a different cap, that cap applies as between MedScout and Customer.

11.4 Basis of the bargain. The limitations in this Section 11 apply even if a remedy fails of its essential purpose, and you acknowledge that MedScout would not provide the Service, and in particular would not provide Trial Access at no charge, without them. Some jurisdictions do not allow certain limitations; in those jurisdictions, the limitations apply to the fullest extent permitted.

11.5 Indemnification. Customer will defend, indemnify, and hold harmless MedScout, its affiliates, data suppliers, and their officers, directors, employees, and agents from and against all claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to: (a) any breach of this Agreement by you or any of Customer's Authorized Users; (b) Inputs; (c) use of MedScout Data or Outputs, including any decision or communication based on them; or (d) any violation of applicable law or of any third party's rights. You are individually responsible under this Section 11.5 only for claims arising from your own willful misconduct, credential sharing, or violation of Section 4.2 or 4.3. MedScout may control the defense of any indemnified claim at the indemnifying party's expense.

12. Compliance and Government Users

12.1 Compliance with laws. You will use the Service in compliance with all applicable laws, including healthcare fraud and abuse laws (such as the federal Anti-Kickback Statute and Stark Law), privacy and data protection laws, marketing and telemarketing laws, and the Sunshine Act. You are responsible for determining whether your intended use of MedScout Data is lawful and compliant with Customer's policies.

12.2 Export and sanctions. You represent that you are not located in, and are not a national or resident of, any country subject to U.S. embargo, and that you are not on any U.S. government restricted-party list. Because MedScout's data licenses limit use by geography, you will not use MedScout Data outside the United States and its legal possessions and territories unless MedScout expressly authorizes otherwise in writing, and you will not export or re-export MedScout Data in violation of U.S. export control or sanctions laws.

12.3 U.S. Government users; FAR and DFARS. The Service and MedScout Data are commercial items, commercial computer software, and commercial computer software documentation developed exclusively at private expense. This product includes CPT which is commercial technical data and/or computer databases and/or commercial computer software and/or commercial computer software documentation, as applicable, which were developed exclusively at private expense by the American Medical Association, 515 North State Street, Chicago, Illinois, 60654. U.S. Government rights to use, modify, reproduce, release, perform, display, or disclose these technical data and/or computer databases and/or computer software and/or computer software documentation are subject to the limited rights restrictions of DFARS 252.227-7015(b)(2) (November 1995) and/or subject to the restrictions of DFARS 227.7202-1(a) (June 1995) and DFARS 227.7202-3(a) (June 1995), as applicable for U.S. Department of Defense procurements and the limited rights restrictions of FAR 52.227-14 (June 1987) and/or subject to the restricted rights provisions of FAR 52.227-14 (June 1987) and FAR 52.227-19 (June 1987), as applicable, and any applicable agency FAR Supplements, for non-Department of Defense Federal procurements. The same restrictions apply to all other components of the Service and MedScout Data.

13. Governing Law and Disputes

13.1 Governing law. This Agreement is governed by the laws of the State of Texas, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

13.2 Venue. Any dispute arising out of or relating to this Agreement or the Service will be brought exclusively in the state or federal courts located in Travis County, Texas, and you consent to the personal jurisdiction of those courts. MedScout may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or MedScout Data, including to stop scraping or unauthorized access.

13.3 Jury and class waiver. TO THE EXTENT PERMITTED BY LAW, YOU WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT ANY CLAIM WILL BE BROUGHT ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

13.4 Time to bring claims. Any claim you have against MedScout arising out of this Agreement or the Service must be filed within two (2) years after the claim arose, or it is permanently barred.

14. General Provisions

14.1 Changes to this Agreement. MedScout may update this Agreement from time to time. MedScout will post the updated version with a new version date and, for material changes, will notify you by email to your Approved Email or by notice within the Service at least ten (10) days before the change takes effect. Changes required by law or by a data supplier may take effect immediately on posting. Your continued access to or use of the Service after a change takes effect is acceptance of the updated Agreement. If you do not agree to a change, your only remedy is to stop using the Service before the change takes effect. MedScout may also, but is not required to, present the updated Agreement for acceptance at your next login.

14.2 Entire agreement. This Agreement, together with the Privacy Policy, any Customer Agreement, and any supplemental terms MedScout provides for specific features, is the entire agreement between you and MedScout regarding your access to the Service and supersedes the First Log-In Agreement and any prior terms.

14.3 Assignment. You may not assign or transfer this Agreement or any rights under it. MedScout may assign this Agreement without restriction, including to an affiliate or in connection with a merger, acquisition, or sale of assets.

14.4 No waiver; severability. MedScout's failure to enforce any provision is not a waiver of its right to do so later. If any provision is held unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain in effect.

14.5 Notices. MedScout may give you notice by email to your Approved Email or through the Service. You may give notice to MedScout by email to support@medscout.io with "Legal Notice" in the subject line, or by mail to MedScout, Inc., 14205 N Mopac Expy Ste 570, PMB 753681, Austin, Texas 78728, Attention: Legal. Notice to MedScout is effective on receipt.

14.6 Independent parties; no third-party beneficiaries. The parties are independent contractors. Except for the AMA under Section 7.1, MedScout's data suppliers under Section 7.2, and MedScout's AI providers under Sections 6 and 11, there are no third-party beneficiaries of this Agreement.

14.7 Electronic acceptance. You agree that your electronic acceptance of this Agreement has the same legal effect as a handwritten signature, and that MedScout's records of your acceptance, including the date, time, and version accepted, are conclusive evidence of your agreement.

14.8 Contact. Questions about this Agreement or support requests: support@medscout.io.

Version 2026-10-05. Should the foregoing terms be acceptable to you, please indicate your agreement by checking the box and clicking "Accept."