Terms of Service

1. Acceptance

• By accessing or using the Service, the Subscriber and its Authorized Users agree to be bound by these Terms. If you do not agree, you may not use the Service.
• Anyone accepting these Terms on behalf of a Subscriber represents and warrants that they have authority to bind that Subscriber.
• Where the Company and a Subscriber have signed a separate written agreement (such as an enterprise license agreement or order form), that agreement prevails over these Terms to the extent of any conflict.

2. Definitions

• “Company”: AetherHeal Global Inc.
• “Subscriber”: the medical organization, legal entity, or business that enters into a subscription with the Company.
• “Authorized User” or “Seat”: an individual clinician or staff account to which the Subscriber grants access. One Seat is assigned to one Authorized User.
• “Subscription”: the right to use the Service for a defined period under the Subscriber's selected plan. Subscriptions may be offered as individual modules or as an all-access plan.
• “Software” or “Platform”: the assistive clinical AI software, web application, application programming interfaces (APIs), and related digital services provided by the Company.
• “Customer Data”: data that a Subscriber or Authorized User inputs, uploads, or generates through the Service.

3. The Service

• Assistive only: the Software is a tool that supports the clinical judgment of a licensed clinician. Its outputs are for reference and must be independently reviewed and verified by the clinician before any use.
• The physician decides: all clinical judgments, diagnoses, treatments, and decisions are made by the licensed clinician, who remains solely responsible for them. The Software does not replace the clinician's judgment.
• No medical advice or diagnosis: neither the Company nor the Software provides medical advice or performs diagnosis. Software output is decision-support information for clinicians only.
• Not represented as a medical device: the Company does not represent the Software as a cleared or authorized medical device.
• No provider-patient relationship: use of the Software does not create any provider-patient relationship between the Company and any patient. Care of the patient, and responsibility for it, rests solely with the licensed clinician.

4. Accounts & Seats

• Seat assignment: the Subscriber issues accounts to Authorized Users within the number of Seats subscribed. One Seat belongs to one Authorized User and may not be shared.
• Eligibility: Authorized Users who use clinical features must hold the licenses or qualifications required to perform the relevant work, and the Subscriber is responsible for ensuring this.
• Accuracy: Subscribers and Authorized Users must provide and maintain accurate, current information.
• Security: Subscribers and Authorized Users are responsible for keeping credentials confidential and for all activity under their accounts, and must notify the Company immediately of any unauthorized use.

5. Subscription, Fees & Pre-launch Pricing

• Subscription model: the Service is offered as a monthly subscription on a per-physician-seat basis. Subscribers may choose individual modules or an all-access plan.
• Pre-launch notice: the Service is currently in a pre-launch stage. No live billing occurs. Any amounts shown are working figures that may change before launch. Actual fees, billing cycles, payment methods, and refund terms will be set and disclosed separately when billing begins.
• Future billing: when billing begins, the Company will disclose in advance the fees, billing cycle, auto-renewal terms, cancellation method, and refund policy, and additional payment and refund terms required by applicable law may be added to these Terms.

6. Acceptable Use

Users must not:

• use the Service for any purpose that violates these Terms or applicable law;
• use clinical features without the required license or qualification, or beyond their authorized scope;
• reverse engineer, decompile, copy, create derivative works from, resell, or distribute the Software without authorization;
• share Seats among multiple people or circumvent subscription limits;
• disrupt the Service or attempt unauthorized access through viruses, bots, or other harmful technologies;
• input or use any individual's personal data or patient information without lawful authority or consent;
• apply Software output clinically without independent review by a licensed clinician.

7. Customer Data & Privacy

• Data ownership: rights in Customer Data belong to the Subscriber. The Company processes Customer Data only to provide the Service.
• Lawful basis: the Subscriber is responsible for securing a lawful basis and any required consent for the data it inputs or uploads, including patient information.
• De-identification and security: the Company processes data in accordance with applicable law, including the Personal Information Protection Act, and protects data through de-identification measures and a secure architecture. Details are governed by the Privacy Policy.
• Use for service improvement: to the extent permitted by applicable law, the Company may use lawfully de-identified or statistical data to operate and improve the Service. The scope and conditions are governed by the Privacy Policy.
• Privacy Policy: the Company's Privacy Policy is incorporated into these Terms, and users are encouraged to review it before use.

8. Intellectual Property

• Company rights: intellectual property in the Software, the Platform, and all content within it (text, graphics, logos, software code, model outputs, and the like) belongs to the Company or its licensors.
• License scope: the Company grants the Subscriber a non-exclusive, non-transferable right to use the Service during the subscription term under these Terms. All rights not expressly granted are reserved by the Company.
• Restrictions: users may not reproduce, distribute, modify, or create derivative works from the content without the Company's prior written consent.

9. Confidentiality

• Each party will keep the other party's confidential information confidential, use it only to perform under these Terms, and not disclose it to third parties without the other party's prior consent.
• This obligation does not apply to information that is public, independently and lawfully obtained, or required to be disclosed by law or a government authority.
• Confidentiality obligations survive termination for a reasonable period.

10. Disclaimers

• The Service is provided “as is” and “as available.” To the maximum extent permitted by law, the Company disclaims all express and implied warranties, including merchantability, fitness for a particular purpose, non-infringement, and the accuracy or completeness of outputs.
• The Company does not warrant the clinical adequacy of Software output, which is premised on independent review by a clinician.
• The Company does not guarantee any specific clinical result or outcome.
• During the pre-launch stage, no availability, uninterrupted operation, or specific service level (SLA) is guaranteed.

11. Limitation of Liability

• To the maximum extent permitted by law, the Company is not liable for indirect, incidental, special, consequential, or punitive damages arising from use of the Service.
• Responsibility for clinical judgment and its outcomes rests with the licensed clinician, and the Company is not liable for a clinician's practice or its results.
• This section does not apply to liability for willful misconduct or gross negligence, or to other liability that cannot be limited under applicable law.
• After billing begins, any liability cap will be set in a separate agreement or an amended version of these Terms.

12. Term & Termination

• Term: a Subscription is effective for the period of the Subscriber's chosen plan.
• Termination by Subscriber: the Subscriber may cancel the Subscription by the method the Company provides. Cancellation and refunds after billing begins are governed by a separate policy.
• Termination by Company: the Company may suspend or terminate the Service if a Subscriber or Authorized User materially breaches these Terms or violates the law.
• Effect: on termination, the right to use the Service ends immediately. Return or deletion of Customer Data follows applicable law and the Privacy Policy.
• Survival: provisions that by their nature should survive (intellectual property, confidentiality, disclaimers, limitation of liability, governing law, and the like) remain in effect after termination.

13. Changes to Terms

• The Company may amend these Terms when necessary and will give advance notice of the effective date and the changes.
• For changes that are unfavorable to Subscribers or material, the Company will give notice with a reasonable lead time as required by law.
• Continued use of the Service after the effective date of an amendment constitutes acceptance of the change.

14. Governing Law & Language

• These Terms are governed by and construed under the laws of the Republic of Korea.
• Disputes will first be addressed through good-faith negotiation; failing that, they will be brought before the competent court under applicable law.
• These Terms are provided in Korean and English; in case of any discrepancy, the Korean version prevails.

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