By checking the "I agree" box or by accessing or using the Collab‑Intakes service, you ("Customer" or "you") agree to be bound by these Terms of Service (the "Agreement") with RealDocAI, Inc. ("RealDocAI," "we," "us," or "our"). If you are agreeing on behalf of an organization, you represent and warrant that you have authority to bind that organization, and "Customer" will mean that organization.

1. Definitions

"Affiliate"

means an entity that controls, is controlled by, or is under common control with a party, where "control" means ownership of more than 50% of the voting interests.

"Applicable Law"

means all federal, state, and local laws, rules, regulations, and orders applicable to a party's performance under this Agreement.

"BAA"

means a Business Associate Agreement under HIPAA between RealDocAI and Customer.

"Confidential Information"

means non‑public information disclosed by one party to the other that is marked or otherwise reasonably understood to be confidential, including product, business, technical, security, and PHI. Confidential Information excludes information that is (a) publicly available without breach; (b) rightfully received from a third party without confidentiality duty; (c) independently developed without use of the discloser's Confidential Information; or (d) required to be disclosed by law with reasonable notice to the discloser.

"Customer Data"

means any data, content, files, or information submitted to or collected by the Service from Customer, including information about Customer's personnel, patients, clients, and end users. Customer Data may include PHI where permitted under this Agreement and a BAA.

"Documentation"

means RealDocAI's then‑current user guides, onboarding materials, and policies for the Service.

"Order"

means (i) the online checkout, pricing page, plan selection, or in‑product screen by which Customer enrolls, selects features, and commits to pay fees; or (ii) a mutually executed order form referencing this Agreement. Orders are incorporated by reference.

"PHI"

means protected health information as defined at 45 C.F.R. §160.103 and §164.501.

"Service"

means RealDocAI's hosted software known as Collab‑Intakes (including any mobile or web components) made available by RealDocAI to Customer, as identified in an Order, together with related Support Services.

"Support Services"

means technical support and standard updates for the Service as described in Section 7.

2. Access and Use

2.1 Provision

Subject to this Agreement and the applicable Order, RealDocAI grants Customer a non‑exclusive, non-transferable, limited right to access and use the Service for Customer's internal business purposes during the Subscription Term.

2.2 Accounts

Customer is responsible for the confidentiality and use of its accounts, user IDs, and passwords, and for all activities that occur under Customer accounts. Customer will promptly notify RealDocAI of any unauthorized use or security incident.

2.3 Restrictions

Customer will not:

• Copy, modify, or create derivative works of the Service
• Reverse engineer, decompile, or attempt to discover source code or underlying ideas (except to the extent such restriction is prohibited by law)
• Access the Service to build a competitive product or service or benchmark without consent
• Remove or obscure proprietary notices
• Use the Service in violation of Applicable Law (including privacy, export, and telehealth rules) or this Agreement
• Resell, rent, lease, or provide the Service to third parties other than Customer's authorized users and, where applicable, patients/clients in connection with Customer's services to them

2.4 Acceptable Use

Customer will not submit to the Service:

• Unlawful, infringing, or harmful content, malware, or code
• Sensitive data not permitted by this Agreement or an applicable BAA (e.g., payment card primary account numbers unless processed via a supported PCI‑compliant gateway)
• Content that violates third‑party rights

Customer will not interfere with the Service's operation or security.

3. Subscription Term; Trials

3.1 Subscription Term

The subscription term begins on the start date specified in the Order (or, if none is specified, upon Customer's first access) and continues for the period identified in the Order (the "Subscription Term"). Unless the Order states otherwise, the Subscription Term will automatically renew for successive periods equal to the initial term (one year by default) at then‑current rates, unless either party gives notice of non‑renewal at least thirty (30) days before the end of the then-current term.

3.2 Trials/Betas

If RealDocAI offers access to any features on a trial, beta, or evaluation basis, such access is provided "AS IS" without warranty, may be suspended at any time, and may be subject to additional terms presented at activation.

4. Fees and Payment

4.1 Fees

Customer will pay the fees set forth in the Order. Fees are non-cancelable and non-refundable except as expressly provided in this Agreement. Usage-based, add-on, or per-seat fees may apply as described in the Order or Documentation.

4.2 Billing; Payment Method

Unless otherwise stated in the Order, fees are billed in advance and charged to Customer's designated payment method (e.g., credit card or ACH) through our payment processor. Customer authorizes RealDocAI (and its processor) to charge all fees, taxes, and any renewal amounts. Invoices, if issued, are due net thirty (30) days from date of invoice.

4.3 Late Payments; Suspension

Overdue amounts may accrue interest at 1% per month (or the maximum permitted by law, if less). RealDocAI may suspend the Service for non-payment after providing at least ten (10) days' prior notice of delinquency.

4.4 Taxes

Fees exclude all taxes, duties, and similar assessments. Customer is responsible for all such amounts (excluding taxes on RealDocAI's income).

5. Ownership; Feedback

5.1 Service IP

As between the parties, RealDocAI and its licensors own all right, title, and interest in and to the Service, the Documentation, and all related intellectual property.

5.2 Customer Data

As between the parties, Customer owns Customer Data. Customer grants RealDocAI a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, and display Customer Data to provide and support the Service, to prevent or address service or technical issues, and as otherwise permitted in this Agreement.

5.3 Aggregated/De-identified Data

RealDocAI may compile, analyze, and use data relating to the use and performance of the Service (including metadata) in aggregate and/or de-identified form, and may disclose such data solely in such form, provided it does not identify Customer or any individual.

5.4 Feedback

Customer may provide feedback or suggestions; RealDocAI may use them without restriction or obligation.

6. Confidentiality

Each party will protect the other party's Confidential Information using at least reasonable care and will use it only as permitted by this Agreement. The receiving party may disclose Confidential Information to its personnel and service providers who need to know it and who are bound by confidentiality obligations no less protective than these. Each party remains responsible for such recipients' compliance. Upon request or termination, the receiving party will delete or return the discloser's Confidential Information, except that routine archival copies and information retained to comply with law or enforce rights may be kept subject to confidentiality obligations.

7. Security; Privacy; HIPAA

7.1 Security

RealDocAI will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of the Service and Customer Data.

7.2 HIPAA and PHI

1. If Customer is a Covered Entity or Business Associate and desires to submit PHI to the Service, the parties will execute a BAA, which is incorporated by reference upon execution.
2. Until a BAA is fully executed, Customer must not submit PHI to the Service.
3. Where a BAA is in place, RealDocAI will handle PHI in accordance with HIPAA, the BAA, and this Agreement. To the extent of a conflict between this Agreement and a signed BAA regarding PHI, the BAA controls.

7.3 Privacy

RealDocAI's collection and use of personal information is described in our Privacy Policy referenced in the Order or on the site. Customer is responsible for providing any notices and obtaining any consents required from its users and patients/clients under Applicable Law.

7.4 Data Export

During the Subscription Term, Customer may export certain Customer Data via available self-service functionality or APIs. Upon termination (other than for Customer's breach), RealDocAI will make Customer Data export tools available for thirty (30) days; thereafter RealDocAI may delete Customer Data from active systems subject to legal retention obligations.

8. Support; Service Changes

8.1 Support

RealDocAI will provide standard Support Services during normal business hours via in-product help, email, or ticketing, and will use commercially reasonable efforts to resolve material issues. Premium support, configuration, or training services may be available for an additional fee.

8.2 Updates; Changes

RealDocAI may enhance or modify the Service from time to time. If a change materially reduces core functionality, RealDocAI will notify Customer in advance where practicable.

8.3 Suspension for Risk

RealDocAI may suspend access to the Service if RealDocAI reasonably believes:

• There is a security risk to the Service or any third party
• Customer is using the Service in violation of law or this Agreement, or
• Suspension is required by law

RealDocAI will limit suspension in scope and duration to what is reasonably necessary and will restore access promptly after the condition is remedied.

9. Warranties; Disclaimers

9.1 Mutual

Each party represents and warrants that it has the legal authority to enter into this Agreement.

9.2 Service Warranty

RealDocAI warrants that, during the Subscription Term, the Service will perform materially in accordance with the Documentation. Customer's exclusive remedy for breach of this warranty is for RealDocAI to use commercially reasonable efforts to correct the non-conformity, or if RealDocAI cannot do so within a reasonable time, Customer may terminate the affected Order and receive a pro-rated refund of prepaid, unused fees for the period following termination.

9.3 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE SERVICE, SUPPORT SERVICES, TRIALS/BETAS, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS." REALDOCAI DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. REALDOCAI DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR MEET CUSTOMER'S REQUIREMENTS.

10. Indemnification

10.1 By RealDocAI

RealDocAI will defend Customer against any third-party claim alleging that the Service, as provided by RealDocAI and used by Customer in accordance with this Agreement, infringes a U.S. patent, copyright, or trade secret, and will pay all damages finally awarded (or settlement amounts approved by RealDocAI). If the Service is enjoined or likely to be, RealDocAI may:

1. Procure the right for Customer to continue using it
2. Replace or modify it so it is non-infringing and materially equivalent, or
3. Terminate the affected Order and refund prepaid, unused fees

RealDocAI has no obligation for claims to the extent arising from:

1. Customer Data
2. Combination or use with items not provided by RealDocAI
3. Customer's modifications
4. Use in violation of this Agreement

10.2 By Customer

Customer will defend RealDocAI against third-party claims arising from:

1. Customer Data, including PHI submitted without an executed BAA, or
2. Customer's use of the Service in violation of law or this Agreement,

and will pay all damages finally awarded (or settlement amounts approved by Customer).

10.3 Procedure

The indemnified party will promptly notify the indemnifying party of the claim, provide reasonable cooperation, and grant sole control of the defense and settlement to the indemnifying party, except that the indemnifying party may not settle a claim that imposes any admission of liability or payment obligation on the indemnified party without its prior written consent (not to be unreasonably withheld).

11. Limitation of Liability

11.1 Limitation

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Cap

EXCEPT FOR (A) CUSTOMER'S PAYMENT OBLIGATIONS; (B) A PARTY'S BREACH OF SECTION 6 (CONFIDENTIALITY); OR (C) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, EACH PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO REALDOCAI FOR THE SERVICE GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT FIRST GIVING RISE TO LIABILITY.

11.3 Multiple Claims

Multiple claims will not expand the limitations in this Section.

12. Term; Termination

12.1 Term

This Agreement begins on the date Customer first agrees to it and continues while any Subscription Term is in effect.

12.2 Termination for Cause

Either party may terminate this Agreement or an affected Order upon written notice if the other party materially breaches this Agreement and fails to cure within thirty (30) days after notice.

12.3 Effect

Upon termination or expiration, Customer will cease all use of the Service and delete any RealDocAI confidential materials. Sections 1, 4 (to the extent fees remain unpaid), 5, 6, 7.3–7.4, 8.3, 9.3, 10, 11, 12.3, 13, and 14 survive termination.

13. Governing Law; Dispute Resolution

13.1 Governing Law; Venue

This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws rules. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in New Castle County, Delaware for any action not subject to arbitration.

13.2 Arbitration (Optional)

If indicated in the Order, disputes will be resolved by binding arbitration administered by JAMS in accordance with its Streamlined Rules by a single arbitrator in Wilmington, Delaware. The prevailing party is entitled to reasonable attorneys' fees and costs. Either party may seek injunctive relief in any court of competent jurisdiction for misuse of Confidential Information or intellectual property.

14. Miscellaneous

14.1 Compliance

Each party will comply with Applicable Law. No referral, kickback, or similar inducement is offered or accepted under this Agreement.

14.2 Export

Customer will comply with U.S. export control and sanctions laws and will not export or allow access to the Service in violation thereof.

14.3 Assignment

Customer may not assign this Agreement, by operation of law or otherwise, without RealDocAI's prior written consent; any attempted assignment in violation of this Section is void. RealDocAI may assign this Agreement to an Affiliate or in connection with a merger, acquisition, or sale of assets.

14.4 Publicity

RealDocAI may identify Customer (name and logo) as a customer on our website and in marketing materials. Customer may opt out by emailing legal@realdocai.com

14.5 Notices

Notices will be given by email (effective on confirmation of receipt) or by courier to the addresses specified in the Order or Customer's account. Legal notices to RealDocAI:

RealDocAI, Inc.
Attn: Legal
651 N Broad St., Suite 206
Middletown, DE 19709
legal@realdocai.com

14.6 Entire Agreement; Order of Precedence

This Agreement, the Privacy Policy, any BAA, and each Order constitute the entire agreement between the parties and supersede prior agreements regarding the Service. In the event of conflict, the following order controls:

1. A signed BAA (as to PHI)
2. A signed Order
3. This Agreement
4. Documentation

14.7 Amendments

We may update these terms from time to time. If we make material changes, we will provide notice (e.g., by posting in-product or emailing the account owner). Changes take effect on the next renewal term unless you accept earlier by continuing to use the Service after notice. If you do not agree to changes, you may provide notice of non-renewal.

14.8 No Waiver; Severability

Failure to enforce any provision is not a waiver. If any provision is unenforceable, it will be modified to the minimum extent necessary to be enforceable, and the remaining provisions will remain in effect.

14.9 Force Majeure

Neither party is liable for delays or failures caused by events beyond its reasonable control (e.g., natural disasters, acts of government, internet or hosting failures, labor disputes), provided the affected party uses reasonable efforts to mitigate.

14.10 Electronic Communications; E-Sign

Customer consents to receive communications electronically and agrees that checking the "I agree" box and/or using the Service constitutes an electronic signature and acceptance of this Agreement under the U.S. E-SIGN Act.

15. HIPAA Business Associate Addendum (If Executed)

If the parties execute a BAA, it becomes part of and is incorporated into this Agreement. For clarity, no PHI may be submitted to the Service unless and until the BAA is in effect.

16. Contact

Questions? Email legal@realdocai.com