Clinician Terms of Service

Version 2.0 — Effective September 10, 2026 for new Accounts; for existing Accounts, the updated Terms take effect as described in Section 22.

By clicking "I agree," or by accessing or using NeoMD, you agree to these Clinician Terms of Service. If you do not agree, do not use NeoMD.

1. Header and Acceptance

These Clinician Terms of Service (the "Terms") are a binding agreement between Kanza AI, Inc., a Delaware corporation ("Kanza," "we," "us"), and you, the individual clinician accepting them and, if you accept on behalf of a solo practice entity you own or operate, that entity ("you," "Clinician"). The version identifier and effective date shown above correspond to the version presented to you in the NeoMD application at the time of acceptance. Your acceptance is recorded with your account identity, a timestamp, and the version number.

2. What These Terms Cover

These Terms govern your use of NeoMD — including Expert CRS, Expert Chat, and related features (together, the "Services") — as a self-serve, individual clinician. A separate, optional Clinician Business Associate Agreement (the "Clinician BAA"), available at kanza.ai/baa-clinicians, governs if and when you elect to transmit Protected Health Information through the Services, as described in Section 9. If you later access NeoMD through an agreement between Kanza and a health system, hospital, or other organization, a separate master agreement may govern that use and supersede these Terms to the extent stated in that agreement.

3. Definitions

1. 3.1 "Account" means the individual NeoMD account provisioned to you.
2. 3.2 "Clinician BAA" means the Clinician Business Associate Agreement available at kanza.ai/baa-clinicians, if and when you accept it.
3. 3.3 "Content" means text, data, documents, audio, citations, and other materials made available through the Services, excluding User Content and Output.
4. 3.4 "De-identified Data" means data that has been de-identified in accordance with 45 C.F.R. §164.514(a)–(c) or that otherwise does not identify, and cannot reasonably be used to identify, an individual.
5. 3.5 "Feedback" means suggestions, ideas, feature requests, or other input about the Services that you provide to Kanza.
6. 3.6 "NeoMD" means Kanza's AI clinical decision-support product, including Expert CRS and Expert Chat.
7. 3.7 "Output" means the text, suggestions, citations, and other material the Services generate in response to your User Content.
8. 3.8 "PHI" means Protected Health Information as defined in 45 C.F.R. §160.103.
9. 3.9 "Services" means NeoMD and related features, applications, and interfaces that Kanza makes available to you.
10. 3.10 "User Content" is defined in Section 11.

4. Eligibility

By accepting these Terms, you represent and warrant that:

1. (a) you are at least 18 years of age;
2. (b) you are a healthcare professional licensed and in good standing in the jurisdiction in which you practice, and the Clinician BAA and PHI mode described in Section 9 are available to you only if that jurisdiction is in the United States, and if that jurisdiction is outside the United States, you have been invited by Kanza to access the Services under Section 25;
3. (c) you are authorized to enter into these Terms on your own behalf and, if applicable, on behalf of a solo practice entity (such as an LLC or PLLC) that you own or operate; and
4. (d) you are not identified on any United States denied-party list and are not excluded from participation in any federal healthcare program. You must promptly stop using the Services if any of these representations ceases to be true, and you must notify Kanza of any suspension, revocation, or material restriction of your professional license.

5. Account

Accounts are provisioned on a self-serve basis by email invitation. Your Account is personal to you; you are the sole authorized user, and you may not share, transfer, or permit others to use your Account or credentials. You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your Account. Kanza may require multi-factor authentication or other security measures for your Account, and you must comply with any such requirement when it takes effect. You must notify Kanza at security@kanza.ai promptly upon any suspected compromise of your credentials or unauthorized access to your Account. Kanza may suspend or terminate your Account for suspected credential misuse or unauthorized sharing, as further described in Section 18.

6. Description of the Services

NeoMD is an AI-powered clinical decision-support assistant for licensed healthcare professionals. Expert CRS (Clinical Reasoning Support) is a case-oriented workspace in which you enter case information — such as chief complaint, history of present illness, past medical history, examination findings, laboratory results, imaging results, and, optionally, uploaded documents or voice-dictated notes — and NeoMD returns a differential diagnosis, suggested workup, empiric management considerations, and disposition suggestions with explicit reasoning and citations. Expert Chat is a free-form clinical question-and-answer interface in which NeoMD answers your questions with cited evidence drawn from clinical guidelines and peer-reviewed literature.

Outputs of the Services are informational decision support only. They are not medical advice, a diagnosis, a treatment plan, or a substitute for your independent professional judgment. NeoMD has not been cleared or approved by the U.S. Food and Drug Administration and is intended to function as clinical decision support software that enables you to independently review the basis for its recommendations. The Services are not for use in medical emergencies; if a situation is a medical emergency, call 911 or follow your local emergency protocols. The Services are not intended for patient-facing use; you may not present NeoMD output to a patient except as material you have independently reviewed, verified, and adopted as your own.

7. AI Limitations Disclosure

The Services rely on large language models operating over a curated clinical knowledge base of guidelines, published literature, and drug references. Large language models have inherent limitations. Outputs can contain errors, omissions, outdated guidance, or fabricated content, including citations that appear plausible but are inaccurate or do not exist. You must independently verify any output before acting on it. NeoMD surfaces citations to support its outputs; for any patient-care decision, you must consult the cited primary source rather than relying on NeoMD's summary of it. Any confidence indicators, scores, or similar signals presented in the Services are heuristic aids and are not calibrated probabilities. You remain the final decision-maker in all clinical matters.

8. No Physician-Patient Relationship

The Services do not create a physician-patient, provider-patient, or other treatment relationship between Kanza and any patient. Kanza does not practice medicine, nursing, or any other licensed health profession, and does not prescribe, diagnose, or treat. You are solely responsible for the medical care of your patients, including all decisions regarding diagnosis, treatment, and disposition.

9. PHI and the Clinician BAA

9.1 Default rule: do not enter PHI. Unless you have accepted the Clinician BAA, you must not enter, upload, dictate, or otherwise transmit PHI to the Services. Cases and questions you submit must be de-identified or synthetic. Transmitting PHI to the Services without an accepted Clinician BAA is a material breach of these Terms.

9.2 Opt-in. If you wish to transmit PHI, you must first accept the Clinician BAA at kanza.ai/baa-clinicians. The Clinician BAA is optional and is presented as a separate, independent acceptance in the NeoMD application; declining it does not affect your ability to use the Services in the default mode. Once you have accepted the Clinician BAA, PHI you transmit through the Services is governed by the Clinician BAA. Your acceptance is recorded per user, with your identity, a timestamp, and the Clinician BAA version.

9.3 Institutional PHI. The Clinician BAA covers only PHI for which you, or the solo practice entity on whose behalf you accept, are the covered entity. If you use the Services in connection with an employer, hospital, health system, or other organization, you may not transmit that organization's PHI to the Services unless the organization has its own agreement with Kanza that covers such use.

9.4 Your consents remain your responsibility. Even with an accepted Clinician BAA in place, you are responsible for obtaining any patient consents, authorizations, or notices required by applicable law, your institution, or your local policies before transmitting a patient's information to the Services.

10. Acceptable Use Policy

You must not, and must not attempt to, do any of the following:

10.1 Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, models, prompts, or underlying components of the Services.

10.2 Scrape, crawl, or access the Services by automated means outside interfaces Kanza has approved in writing.

10.3 Publish benchmarks or competitive analyses of the Services without Kanza's prior written consent.

10.4 Share your Account credentials or permit any other person to access the Services through your Account.

10.5 Use the Services, or any output of the Services, to develop, train, or improve a product or service that competes with the Services.

10.6 Transmit PHI to the Services except as permitted under Section 9.

10.7 Submit content that is unlawful or that you do not have the right to submit.

10.8 Use the Services for pharmaceutical marketing, promotion, or detailing.

10.9 Interfere with or disrupt other users' use of the Services.

10.10 Bypass or attempt to bypass safety features, rate limits, or access controls.

10.11 Upload malware, malicious code, or content designed to disrupt or compromise the Services.

10.12 Impersonate any person or entity, or misrepresent your identity, licensure, or affiliation.

10.13 Export or re-export the Services, or any software or technical data associated with the Services, in violation of United States export-control laws.

Kanza may, but is not obligated to, monitor use of the Services for compliance with this Section 10 and may suspend or terminate access as described in Section 18.

11. User Content and License

"User Content" means anything you input to the Services, including case narratives, questions, uploaded documents, dictated audio, and ratings or in-product feedback. As between you and Kanza, you retain ownership of your User Content.

11.1 Output. As between you and Kanza, Kanza assigns to you its right, title, and interest, if any, in Output generated for you, and you may use Output for your own clinical practice, including in patient records, subject to Sections 6 and 7. Because of how the Services work, Output may not be unique, and other users may receive the same or similar Output; this assignment does not extend to Output generated for others. You grant Kanza a perpetual, worldwide, non-exclusive, royalty-free license, sublicensable to Kanza's service providers and transferable in connection with a permitted assignment under Section 26, to retain and use Output that is not PHI to operate, secure, evaluate, train, tune, and improve the Services.

You grant Kanza a worldwide, non-exclusive, royalty-free license, sublicensable to Kanza's service providers and subprocessors and transferable in connection with a permitted assignment under Section 26, to host, store, process, transmit, and display User Content as necessary to operate, secure, and provide the Services. For User Content that is not PHI — or that has been de-identified in accordance with the Clinician BAA and applicable law — you additionally grant Kanza a perpetual, worldwide, non-exclusive, royalty-free license, sublicensable and transferable on the same basis, to use that content to evaluate, train, tune, and improve the Services.

Kanza will not sell User Content. Kanza does not use PHI to train or tune models. Where you have accepted the Clinician BAA, Kanza may de-identify PHI as permitted by the Clinician BAA and applicable law and use the resulting De-identified Data to evaluate, train, tune, and improve the Services.

11.2 Usage data. Kanza may collect and use usage data, telemetry, and other information about how the Services are accessed and used, and may create and use aggregated or de-identified data derived from User Content and Output, for any lawful purpose, provided that such data does not identify you or any individual and is not PHI. Nothing in this paragraph permits Kanza to sell User Content.

12. Feedback

If you provide Feedback, you grant Kanza a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, and incorporate the Feedback for any purpose, without restriction and without compensation or attribution to you.

13. Intellectual Property

Kanza and its licensors own the Services, NeoMD, and all underlying software, models, prompts, interfaces, designs, and Content (excluding User Content), together with all associated intellectual-property rights. Except for the limited license expressly granted in this Section 13, no license or other right is granted to you by implication, estoppel, or otherwise. Subject to your compliance with these Terms, Kanza grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services during the term of these Terms for your own professional clinical decision support.

14. Third-Party Content and Links

The Services surface clinical guidelines, literature, and other materials published by third parties. Those materials remain the property of their respective owners and may be subject to their own terms. Kanza does not endorse and does not warrant the accuracy, completeness, or currency of third-party content. For any patient-care decision, you must consult the primary source.

15. Privacy and Security

The Kanza Privacy Policy at kanza.ai/privacy describes the personal information Kanza collects, how it is used, and how it is shared. The Privacy Policy is incorporated into these Terms by reference.

15.1 Security. Kanza maintains commercially reasonable administrative, technical, and physical safeguards designed to protect the Services and your User Content against unauthorized access, use, or disclosure. Kanza may update those safeguards over time. No method of transmission or storage is completely secure, and Kanza does not guarantee that the Services will be free from unauthorized access.

16. Communications Consent

You consent to receive service, security, and product-related emails from Kanza at the email address registered to your Account. If you have provided a phone number, you consent to receive SMS messages related to Account security, such as authentication and compromise alerts. Marketing email is sent only on an opt-in basis and will include an unsubscribe mechanism.

17. Fees

The Services are provided without charge during the current early-access period. Kanza reserves the right to introduce paid tiers or fees for some or all of the Services in the future, on notice to you. Any paid offerings will be governed by a separate order form or subscription agreement, and you will not be charged without your affirmative agreement to those terms.

18. Suspension and Termination

You may stop using the Services and terminate these Terms at any time by closing your Account or by notice to support@kanza.ai. Kanza may terminate these Terms at any time on notice to you. Kanza may suspend your access to the Services immediately, with or without notice, if Kanza reasonably suspects a security compromise of your Account, a breach of these Terms (including Section 9 or Section 10), or where suspension is required by law or a regulator. On termination, your Account and your right to access the Services end. The data retention and deletion terms in the Privacy Policy — and, if you accepted it, the Clinician BAA — govern the disposition of your data following termination.

19. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR UNINTERRUPTED OR ERROR-FREE OPERATION. NEOMD DOES NOT PROVIDE MEDICAL ADVICE. NEOMD IS NOT A SUBSTITUTE FOR YOUR INDEPENDENT CLINICAL JUDGMENT, AND KANZA DOES NOT WARRANT THAT ANY OUTPUT OF THE SERVICES IS ACCURATE, COMPLETE, OR CURRENT.

20. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, KANZA AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, KANZA'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS (US$100) OR (B) THE TOTAL FEES YOU PAID TO KANZA FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NOTWITHSTANDING THE FOREGOING, KANZA'S AGGREGATE LIABILITY FOR ITS BREACH OF THE SECURITY OBLIGATIONS IN THESE TERMS, ITS BREACH OF THE CLINICIAN BAA, OR ITS BREACH OF ITS CONFIDENTIALITY OBLIGATIONS (“DATA PROTECTION CLAIMS”) WILL NOT EXCEED TEN THOUSAND U.S. DOLLARS (US$10,000), WHICH LIMIT IS SEPARATE FROM AND IN ADDITION TO THE GENERAL CAP ABOVE. THE LIMITATIONS IN THIS SECTION 20 APPLY REGARDLESS OF THE THEORY OF LIABILITY, WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE PARTIES AGREE THAT THIS ALLOCATION OF RISK IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THEM. THE FOREGOING LIMITATIONS DO NOT APPLY TO A PARTY'S WILLFUL MISCONDUCT, OR TO YOUR INFRINGEMENT OF KANZA'S INTELLECTUAL-PROPERTY RIGHTS.

21. Indemnification

You will defend, indemnify, and hold harmless Kanza and its officers, directors, employees, and agents from and against any third-party claims, and all resulting damages, liabilities, costs, and expenses (including reasonable attorneys' fees), arising out of or relating to: (a) User Content you submitted; (b) your misuse of the Services; (c) your breach of these Terms, including the Acceptable Use Policy in Section 10; (d) your violation of applicable law; or (e) your transmission of PHI to the Services without an accepted Clinician BAA.

22. Modifications to Terms

Kanza may update these Terms from time to time. Material changes take effect on the earlier of (a) 30 days after Kanza provides notice of the change, or (b) your next acceptance of the updated Terms at sign-in. Material changes to Section 20 (Limitation of Liability) or Section 24 (Dispute Resolution) take effect only upon your acceptance of the updated Terms, and you may reject a change to Section 24 by opting out under Section 24.4 within 30 days of that acceptance. Updated Terms do not apply to any dispute for which either party gave notice under Section 24.1 before the updated Terms took effect. The click-through prompt in the NeoMD application displays the version identifier and effective date of the Terms being presented. Your continued use of the Services after accepting updated Terms constitutes agreement to the updated Terms.

23. Governing Law and Venue

These Terms, and any dispute arising out of or relating to these Terms or the Services, are governed by the laws of the State of California, without regard to its conflict-of-laws rules. Subject to Section 24, the state and federal courts located in San Francisco County, California will have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Services, and each party consents to personal jurisdiction and venue in those courts.

24. Dispute Resolution

24.1 Arbitration. You and Kanza will resolve any dispute arising out of or relating to these Terms or the Services through final and binding arbitration administered by National Arbitration and Mediation ("NAM") under its then-current rules, including its mass-filing rules where applicable, before a sole arbitrator, after a sixty (60) day informal-resolution period that begins when one party sends the other written notice of the dispute (to legal@kanza.ai for Kanza, or your Account email for you). The Federal Arbitration Act governs this Section. Hearings will be held by video or telephone unless the arbitrator requires an in-person hearing, in which case it will be held in the county where you reside. Fees are allocated under NAM's fee schedule for individual disputes. Claims for injunctive relief to stop infringement or unauthorized use may be brought in the courts identified in Section 23. Nothing in this Section requires arbitration of individual actions properly brought in small-claims court.

24.2 No Class Actions. Disputes must be brought individually and not as a class, collective, or representative proceeding, and the arbitrator may award relief only to the individual party seeking it. Nothing in this Section waives your right to seek public injunctive relief where applicable law does not permit that right to be waived. Any such claim will be brought only on an individual basis in the courts identified in Section 23 and will be stayed until the arbitrator has resolved all individual claims between the parties. If this Section 24 is found unenforceable as to a particular claim, that claim alone will be heard in court and all other claims remain subject to arbitration. If a dispute proceeds in court, each party waives any right to a jury trial. If the class waiver is found unenforceable as to a particular claim, that claim will be heard in the courts identified in Section 23 and the remainder of this Section continues to apply.

24.3 Mass Filings. If 25 or more similar demands are filed by the same or coordinated counsel within 90 days, NAM's mass-filing rules apply and the demands will be resolved in batches before a single arbitrator per batch, with any dispute about batching decided by a procedural arbitrator.

24.4 Opt-Out. You may opt out of this Section by written notice to legal@kanza.ai within 30 days of first accepting these Terms, or within 30 days of accepting a material change to this Section 24 under Section 22, stating your name and Account email. Opting out does not affect any other provision of these Terms. This Section survives termination of these Terms.

25. Use Outside the United States

The Clinician BAA and PHI mode are available only to clinicians licensed in a United States jurisdiction. Outside the United States, the Services are made available only as a pre-release evaluation version that provides medical knowledge and reference information to healthcare professionals for their evaluation. In that mode the Services are not intended for, and must not be used for, any medical purpose, including the diagnosis, treatment, or care of any patient or in making any decision about a specific patient; you must not enter identifiable patient information or the data of a specific patient. The Services have not been assessed for conformity or placed on the market as a medical device in any jurisdiction. Descriptions of the Services as clinical decision support elsewhere in these Terms apply only to use by clinicians licensed in a United States jurisdiction. Kanza makes no representation that the Services are appropriate or available in any particular jurisdiction, and access to the Services from any jurisdiction where their use is prohibited is not permitted.

26. Miscellaneous

26.1 Independent contractors. The parties are independent contractors. These Terms do not create a partnership, joint venture, employment, or agency relationship.

26.2 Assignment. Kanza may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. You may not assign these Terms or your Account without Kanza's prior written consent, and any attempted assignment in violation of this provision is void.

26.3 Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations, if any) caused by events beyond its reasonable control.

26.4 Severability. If any provision of these Terms is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.

26.5 No waiver. A party's failure to enforce a provision of these Terms is not a waiver of that provision or of the right to enforce it later.

26.6 Entire agreement. These Terms, together with the Privacy Policy, the Clinician BAA (if you have accepted it), and any additional terms presented to you in the Services, constitute the entire agreement between you and Kanza regarding the Services and supersede all prior or contemporaneous agreements on that subject.

26.7 Notices. Notices to Kanza must be sent to legal@kanza.ai and, for legal process, to Kanza's mailing address at 2995 Woodside Road, Suite 400, Woodside, CA 94062. Notices to you will be sent to the email address on file for your Account and are deemed given when sent.

26.8 Export controls. You must comply with all applicable United States export-control and sanctions laws in connection with your use of the Services.

26.9 No third-party beneficiaries. These Terms do not confer any rights on any person other than you and Kanza.

26.10 Time limit on claims. To the extent permitted by law, any claim arising out of or relating to these Terms or the Services must be brought within one year after the claim accrues, or it is permanently barred.

26.11 Survival. The following provisions survive termination of these Terms: Section 11 (as to the licenses granted to Kanza in User Content that is not PHI, De-identified Data, and Output); Sections 12, 13, 19, 20, 21, 23, 24, and 26; and any other provision that by its nature is intended to continue after termination.

27. Contact

• Product and account questions: support@kanza.ai
• Legal notices: legal@kanza.ai
• Suspected security issues: security@kanza.ai