Terms of Service

Last updated: July 14, 2026

1. Introduction

Welcome to Exponential Platform's services, d/b/a Magicare.AI. These Terms of Service ("Terms") govern your use of our triage software and related features ("Services"). By using our Services, you agree to these Terms.

If you have a signed Order Form, these Terms are incorporated into that agreement by reference. Together with your Order Form and any Business Associate Agreement (BAA), these documents constitute the "Agreement" between you and us.

2. Definitions

  • "Provider," "we," "us," and "our": Exponential Platform Inc, d/b/a Magicare.AI.

  • "Customer," "you," and "your": The organization or entity using our Services.

  • "Authorized Users": Your employees, consultants, and agents authorized to use the Services. You are responsible for all acts and omissions of your Authorized Users.

  • "Customer Data": Information or content submitted through the Services.

  • "Confidential Information": Non-public business, technical, or financial information disclosed in connection with the Services.

  • "Order Form": The ordering document (or online order) specifying Services, commercial terms, and scope of use.

3. Using Our Services

3.1 Account Terms

  • You must use Services in compliance with these Terms and applicable laws.

  • You are responsible for maintaining account credential security and all activities occurring under your account.

3.2 Acceptable Use

You agree not to:

  • Copy, modify, or create derivative works of our Services.

  • Reverse engineer or attempt to extract source code.

  • Sub-license, resell, or share access with unauthorized third parties.

  • Violate applicable laws, attempt unauthorized access, or use the Services to distribute malware/harm others.

3.3 License Grant

Subject to compliance, we grant you a non-exclusive, non-transferable right to access and use the Services for internal business purposes via Authorized Users. We reserve all rights not expressly granted.

3.4 EHR Platform Access

If you provide credentials for third-party EHR or health information platforms:

  • You represent that you have obtained all necessary authorizations for our access.

  • You must maintain these authorizations and notify us immediately of any revocation or credential changes.

  • We reserve the right to suspend access if we reasonably believe necessary authorizations are not in place.

4. Data Privacy and Security

4.1 Protected Health Information (PHI)

  • Handled in accordance with HIPAA regulations.

  • Governed by the Business Associate Agreement (BAA), which is incorporated into your Order Form.

  • We implement appropriate administrative, physical, and technical safeguards.

4.2 Data Ownership and Usage

  • You retain ownership of all Customer Data.

  • We may use Customer Data only to provide the Services.

  • Non-PHI Data: You grant us and our technology partners a perpetual, worldwide, royalty-free, irrevocable, non-exclusive license to aggregate and use non-PHI data and usage data to improve services.

  • We do not sell or share identifiable data without permission.

4.3 Data on Termination

Upon termination, we will delete/destroy Customer Data within 30 days (unless law requires retention). You may request an export during this 30-day window.

5. AI-Powered Features

Our Services use AI for referral processing and related tasks.

  • Outputs: May contain errors or inaccuracies.

  • Professional Judgment: Services are designed to support—not replace—the independent judgment of qualified healthcare professionals.

  • Responsibility: You are responsible for reviewing all AI-generated information before relying on it. We are not liable for decisions based on unreviewed output.

6. Service Terms

6.1 Service Availability

  • We target 99.9% availability per calendar month.

  • Service level credits (if specified in your Order Form) are the sole remedy for failures.

  • Scheduled maintenance requires 24 hours' notice; emergency maintenance may occur without notice.

6.2 Suspension

We may suspend access due to:

  • Security threats or attacks.

  • Risks posed to our systems or other customers.

  • Fraudulent or illegal activity.

  • Inability to access required third-party services.

  • Payment failure (unresolved 14+ days after notice).

6.3 Beta Features

Beta features are provided "as is," without warranty or liability, and may be modified or discontinued at any time.

7. Fees and Payment

  • Charges: Per the Order Form. Payments are non-refundable unless otherwise specified.

  • Taxes: All fees exclude taxes; you are responsible for applicable sales/use taxes.

  • Increases: We may increase fees once per 12-month period with 30 days' written notice.

  • Integration Fees: Subject to written notice. Continued use constitutes acceptance.

  • Enforcement: You will reimburse us for costs and attorneys’ fees incurred in enforcing payment obligations.

8. Intellectual Property

  • Our IP: We own all rights, title, and interest in the Services, software, models, and algorithms.

  • Your Data: You retain full ownership of your Customer Data.

  • Feedback: You grant us the right to use feedback and suggestions freely without obligation or compensation.

9. Confidentiality

  • Obligations: Parties will maintain strict confidentiality for five (5) years after disclosure (indefinitely for trade secrets).

  • Exclusions: Publicly known information, prior knowledge, third-party disclosure, or independently developed information.

  • Required Disclosure: Permitted if required by law, with prompt notice provided to the other party.

10. Indemnification

  • By You: You will defend and hold us harmless against claims arising from your data infringement, unauthorized use, negligence, or failure to maintain EHR platform authorizations.

  • By Us: We will defend and hold you harmless against third-party claims that the Services infringe upon intellectual property rights or result from our unauthorized disclosure of your data.

  • Process: The indemnifying party controls the defense; settlements require mutual written consent.

11. Warranties and Liability

11.1 Service Warranty

THE SERVICES ARE PROVIDED "AS IS." We disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Services will be error-free, secure, or uninterrupted.

11.2 Limitation of Liability

  • Exclusions: We are not liable for consequential, incidental, indirect, or punitive damages (including lost profits or data loss).

  • Cap: Our aggregate liability is limited to the total fees paid by you in the 12 months preceding the claim.

12. Term and Termination

  • Duration: As per your Order Form. Either party may terminate for an uncured material breach (30-day notice) or insolvency.

  • Payment Failure: We may terminate immediately after 14 days of non-payment.

  • Survival: Sections regarding Fees, IP, Confidentiality, Indemnification, and Liability survive termination.

13. General Provisions

  • Assignment: You may not assign the Agreement without our consent; we may assign in the event of a merger/acquisition.

  • Force Majeure: No liability for events beyond reasonable control (e.g., natural disasters).

  • Publicity: We may use your name/logo in marketing; you may revoke this in writing.

  • Governing Law: New York law, with exclusive jurisdiction in New York County, NY.

  • Dispute Resolution: Parties waive the right to a jury trial and class/representative actions.

  • Order of Precedence:

    1. BAA (re: PHI)

    2. These Terms of Service

    3. Order Form

14. Contact Information

Exponential Platform Inc., d/b/a Magicare.AI 34 Thames Boulevard, Bergenfield, NJ 07621 Email: daniel@magicare.ai

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