Terms and Conditions

Agreement and business use

These Terms and Conditions are a binding agreement between you and Nagi Labs LLC, a New York limited liability company that provides Healthware ("Nagi Labs," "we," or "us"). By accessing or using Healthware, you agree to these terms. Our Privacy Policyexplains how we handle personal information. If you use Healthware for an organization, you represent that you have authority to bind it, and "you" includes that organization.

You must be legally capable of agreeing to these terms. Healthware is intended for professional and business use, not for patients, consumers, or personal health management. If a signed customer agreement or order form conflicts with these terms, the signed agreement controls for that customer.

Limited right to use Healthware

Subject to these terms and any applicable customer agreement, Nagi Labs grants you a limited, non-exclusive, non-transferable, revocable right to use Healthware for your internal business purposes. You may not use Healthware unlawfully; violate another person's rights; gain unauthorized access to systems or data; introduce harmful code; disrupt or bypass security or access controls; copy, resell, or sublicense Healthware; or reverse engineer it except where applicable law expressly permits.

You are responsible for your devices, accounts, credentials, provider charges, configurations, permissions, backups, and activity under your access. Healthware can execute tools and change files or connected systems when authorized. Review proposed actions and outputs before relying on them.

Your content and recordings

You retain your rights in the prompts, files, recordings, instructions, data, and other material you provide or make available through Healthware ("Customer Content"). You give Nagi Labs and its service providers only the rights reasonably necessary to process Customer Content to provide, secure, and support Healthware as you direct.

You represent that you have all rights, permissions, notices, and consents required for Customer Content and its use. This includes permission to access connected systems and to capture screens, typed input, communications, or information about other people. Do not record or submit material you are not authorized to use, and make sure confidential or sensitive information is not visible during a recording unless your approved use permits it.

AI, scientific, and professional-use limits

Healthware may use artificial intelligence and information from you or third-party sources. Outputs, retrieved information, generated workflows, and tool actions may be inaccurate, incomplete, outdated, non-unique, or unsuitable for your purpose.

Healthware is a general professional work tool. It does not provide medical, clinical, diagnostic, treatment, regulatory, legal, or other professional advice and is not intended for direct patient care or emergency use. It is not a source of clinical truth. Qualified personnel must independently verify sources, outputs, and actions before any scientific, regulatory, clinical, safety, or other high-impact use. You are responsible for decisions and actions taken using Healthware.

Sensitive and regulated data

Do not use Healthware with protected health information, identifiable patient information, consumer health data, or other regulated or highly sensitive personal data unless a written agreement with Nagi Labs expressly authorizes that use and your organization has approved the deployment, providers, integrations, and required safeguards. Nagi Labs does not become your HIPAA business associate unless it signs a business associate agreement with you.

Third-party services

Healthware may work with model providers, data sources, plugins, connectors, and other services selected by you or your organization. Those services are governed by their own terms and privacy practices. You are responsible for approving them for your intended data and use. Nagi Labs does not control and is not responsible for their content, accuracy, availability, security, or conduct.

Beta, availability, and commercial terms

Healthware may be offered as a beta and may contain errors or change, suspend, or end without notice. Public descriptions and pricing are informational. Scope, fees, payment terms, support, service levels, and any data commitments apply only when stated in a written customer agreement or order form.

Ownership

Nagi Labs and its licensors retain all rights in Healthware, its branding, and related materials other than Customer Content. Third-party and open-source components remain subject to their respective licenses. If you provide feedback, Nagi Labs may use it without restriction or compensation to you.

Suspension and termination

We may suspend or terminate access if you breach these terms, fail to pay an agreed amount, create security or legal risk, or threaten Healthware or others. On termination, your right to use Healthware ends. Provisions that by their nature should survive—including ownership, disclaimers, liability limits, indemnity, and dispute terms—will survive.

Disclaimer of warranties

TO THE FULLEST EXTENT PERMITTED BY LAW, HEALTHWARE IS PROVIDED "AS IS" AND "AS AVAILABLE." NAGI LABS DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, SECURITY, AND UNINTERRUPTED OR ERROR-FREE OPERATION. WE DO NOT WARRANT ANY OUTPUT, RESULT, DATA SOURCE, OR THIRD-PARTY SERVICE.

Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NAGI LABS AND ITS MEMBERS, MANAGERS, EMPLOYEES, AFFILIATES, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, GOODWILL, BUSINESS INTERRUPTION, REPLACEMENT SERVICES, OR DECISIONS OR ACTIONS BASED ON HEALTHWARE. THEIR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO HEALTHWARE OR THESE TERMS WILL NOT EXCEED THE GREATER OF $100 OR THE FEES PAID OR PAYABLE TO NAGI LABS FOR HEALTHWARE DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

These limits apply regardless of the legal theory and even if a party was advised that damages were possible. They do not limit liability that cannot legally be limited, including liability for gross negligence or willful misconduct where applicable law so requires.

Indemnity

You will defend, indemnify, and hold harmless Nagi Labs and its members, managers, employees, affiliates, licensors, and service providers from third-party claims, losses, damages, and reasonable legal fees arising from Customer Content that violates law or another person's rights, your failure to obtain required rights or consents, or your unlawful or unauthorized use of Healthware in breach of these terms. Nagi Labs may control the defense and settlement of a covered claim, and will not settle a claim imposing a non-monetary obligation on you without your consent.

New York law and disputes

New York law governs these terms, without regard to conflict-of-law rules. Any dispute must be brought exclusively in a state or federal court located in New York County, New York, and each party consents to that jurisdiction and venue.

General terms and changes

You may not assign these terms without our written consent. We may assign them in connection with a merger, financing, reorganization, or transfer of all or part of our business. We are not responsible for delay caused by events beyond our reasonable control. If any provision is unenforceable, it will be limited to the minimum extent necessary and the rest will remain in effect. A failure to enforce a provision is not a waiver.

These terms and any applicable signed customer agreement or order form are the entire agreement about Healthware. We may update these terms by posting a revised version and effective date and will provide additional notice when required by law. Continued use after the revised terms take effect means you accept them.

Contact

Contact Nagi Labs LLC at contact@tryhealthware.app.