Legal Documentation
This End User License Agreement (“Agreement” or “EULA”) is entered into by and between Mindbowser Inc. and the Customer.
PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE INSTALLING, ACCESSING, OR USING ANY SOFTWARE OR DOCUMENTATION FROM MINDBOWSER. BY INSTALLING, ACCESSING, OR USING ANY SOFTWARE OR DOCUMENTATION FROM MINDBOWSER, CUSTOMER HEREBY AGREES TO BE BOUND BY THIS AGREEMENT AND REPRESENTS THAT IT IS AUTHORIZED TO DO SO.
This End User License Agreement (“Agreement” or “EULA”) is entered into by and between Mindbowser Inc., a corporation organized and existing under the laws of the State of Delaware, with its principal place of business at _____________________________ (“Mindbowser,” “Licensor,” “we,” or “us”), and the individual or legal entity that accesses, installs, downloads, or otherwise uses the Software, as defined hereinunder (“Customer,” “Licensee,” or “you”).
This Agreement governs Customer’s access to and use of the connecthealth.ai software platform and related components made available through AWS Marketplace, including all executable code, object code, libraries, modules, updates, enhancements, Documentation, and accompanying materials (collectively, the “Software”).
CUSTOMER AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY EITHER (I) CLICKING A BOX INDICATING ACCEPTANCE, (II) ACCEPTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT (WHETHER BY SIGNING THE ORDER FORM OR ISSUING A PURCHASE ORDER REFERENCING THE ORDER FORM), OR (III) USING THE SOFTWARE AND/OR RELATED SERVICES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SOFTWARE AND/OR RELATED SERVICES.
For purposes of this Agreement, the following terms shall have the meanings set forth below. Defined terms may be used in the singular or plural as the context requires.
Subject to Customer’s compliance with this Agreement and payment of all applicable fees through AWS Marketplace, Mindbowser hereby grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable License to use the Software during the applicable Subscription Term solely for Customer’s internal business purposes.
The Software is licensed, not sold, to Customer on a subscription or term-based basis for the applicable Subscription Term. Subject to Customer’s compliance with this Agreement, Mindbowser grants only the rights expressly stated herein, and all rights, title, and interest in and to the Software not expressly granted to Customer are reserved by Mindbowser.
Customer may permit its Authorized Users to access and use the Software solely on Customer’s behalf and strictly in accordance with this Agreement. Customer shall be fully responsible for all access to and use of the Software by Authorized Users and for their compliance with the terms of this Agreement, and any act or omission by an Authorized User shall be deemed an act or omission of Customer.
Customer’s right to access and use the Software is limited to the geographic scope expressly permitted under the applicable License granted pursuant to this Agreement, including any geographic restrictions specified in the applicable order, subscription plan, or AWS Marketplace listing. Customer shall not access, deploy, distribute, or otherwise use the Software outside the permitted geographic scope or in any manner that exceeds or circumvents such geographic limitations. Customer is solely responsible for ensuring that its use of the Software complies with all applicable local, national, and international laws and regulations, including export control, trade compliance, and economic sanctions laws, and any unauthorized use outside the permissible geographic scope shall constitute a material breach of this Agreement.
Except as expressly permitted under this Agreement, the applicable license grant, the Documentation, and any applicable order form, subscription plan, or AWS Marketplace listing, Customer shall not, and shall not permit any Authorized User or third party to, directly or indirectly:
Any use of the Software that is not expressly authorized under this Agreement, the applicable Documentation, or the relevant order document is strictly prohibited and shall constitute a material breach of this Agreement, entitling Mindbowser to exercise all available legal and contractual remedies.
If Customer accesses the Software under a Trial or Evaluation License, Mindbowser grants Customer a temporary, limited, non-exclusive, non-transferable, and revocable license solely for the purpose of evaluating the functionality of the Software and conducting internal testing. This Trial License is strictly limited to non-production use and may only be used in accordance with the terms of this Agreement, the applicable Documentation, and any specific restrictions or limitations identified in the order or trial registration. The Trial License is granted solely for the period specified by Mindbowser and expires automatically at the end of such period unless extended in writing by Mindbowser. Customer acknowledges that this Trial License does not convey any ownership rights, and all rights, title, and interest in the Software remain with Mindbowser.
Customer may not use the Trial Software in any production environment. Customer shall not use the Trial Software for performance benchmarking, competitive analysis, or commercial gain. The Trial may include functional, time-based, or usage restrictions as determined by Mindbowser, and Customer must comply with all such limitations. Unauthorized use outside the intended scope of the Trial constitutes a material breach of this Agreement. Customer remains responsible for all acts of its personnel and Authorized Users who access or use the Trial Software.
The Trial Software is provided on an “AS IS” and “AS AVAILABLE” basis, without any warranties, guarantees, service levels, or commitments of any kind, whether express, implied, or statutory. Mindbowser expressly disclaims all warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation of the Trial Software. Mindbowser is not obligated to provide technical support, updates, maintenance, or remedies for issues encountered during the Trial. Customer assumes all risks associated with access to and use of the Trial Software, including potential loss of data or system performance impacts.
The Trial License will automatically terminate at the end of the specified trial period. Additionally, in the event of any breach of this Agreement by Customer, the Trial License will terminate immediately without notice. Upon termination or expiration of the Trial, Customer must immediately cease all use of the Trial Software and delete or destroy any copies in its possession or control. Mindbowser shall have no liability for any consequences arising from the modification, suspension, or termination of the Trial.
Customer acknowledges that the Documentation defines the functional scope of the Software, and Customer agrees to use the Software in a manner consistent with the Documentation.
Except as expressly stated in this Agreement, Mindbowser does not guarantee that any specific features, integrations, or functionalities will be maintained or available indefinitely.
Support will be included for the entire subscription term of the Software. Such support covers standard product usage, platform issues, and resolution of defects or errors in the Software, and will be provided in accordance with the service levels specified in the Private Offer. Support is limited to assisting Customer and Authorized Users in using the Software as intended and does not include support for any modifications, integrations, or third-party systems unless explicitly agreed in writing.
Additional services, including but not limited to 24x7 or premium support, dedicated support resources, and custom implementations, integrations, or enhancements, are not included in basic support and shall be offered separately. Any such additional services will be governed by separate commercial terms, support addendums, or agreements executed between Customer and Mindbowser. Customer acknowledges that Mindbowser is not obligated to provide any support beyond the scope described in this section unless expressly agreed in writing.
Mindbowser may, at its discretion, provide updates, patches, bug fixes, or enhancements to the Software. All such updates, whether provided automatically or upon request, shall be considered part of the Software and are subject to the terms of this Agreement. Updates may include improvements, new features, or modifications to existing functionality designed to enhance performance, security, or compatibility. Mindbowser is not obligated to provide any updates, and may modify, suspend, or discontinue updates or enhancements at any time. Customer agrees to implement or accept any updates provided to maintain the Software in compliance with this Agreement and to benefit from the latest functionality and security improvements.
All pricing, billing, invoicing, payment processing, subscription renewals, refunds, and applicable taxes in connection with the Software are governed exclusively by the terms, policies, and procedures of AWS Marketplace. Customer is responsible for complying with all applicable AWS Marketplace requirements and for maintaining an active AWS Marketplace account in good standing in order to access and use the Software.
Customer acknowledges and agrees that Mindbowser does not directly invoice, charge, or collect any fees for the Software under this Agreement. All payments and related obligations are handled solely through AWS Marketplace in accordance with its billing and payment policies. Customer’s use of the Software is conditioned upon timely and proper payment through AWS Marketplace, as required by AWS Marketplace terms.
Mindbowser retains and shall exclusively own all right, title, and interest, including all Intellectual Property Rights, in and to the Software, the Documentation, and any updates, enhancements, modifications, corrections, derivative works, or improvements thereto, regardless of whether such improvements are suggested, requested, or funded by Customer.
Except for the limited license expressly granted under this Agreement, no rights, licenses, or interests are granted to Customer by implication, estoppel, or otherwise. All rights not expressly granted are reserved by Mindbowser.
If Customer provides any suggestions, feedback, enhancement requests, or recommendations regarding the Software (“Feedback”), Customer hereby grants Mindbowser a perpetual, irrevocable, worldwide, royalty-free right to use, incorporate, modify, and commercialize such Feedback without restriction or obligation.
The Software may include or interoperate with third-party software or open-source components. Such components are subject to their respective license terms, which shall govern solely with respect to those components.
As between the parties, Customer retains all right, title, and interest in and to all data, information, records, and content submitted to, processed by, or generated through the Software (“Customer Data”). Mindbowser does not claim any ownership rights in Customer Data. All rights not expressly granted to Mindbowser for purposes of providing the Software or performing its obligations under this Agreement remain exclusively with Customer.
Customer is solely responsible for the accuracy, quality, completeness, and legality of all Customer Data. Customer must obtain all necessary consents, authorizations, and permissions from data subjects, third parties, or regulatory authorities to use and process the Customer Data.
Unless expressly agreed in writing, Mindbowser does not host, store, or control Customer Data and disclaims any responsibility for Customer’s cloud configuration, storage practices, AWS infrastructure settings, or other technical or operational choices related to Customer Data. Customer acknowledges that it is responsible for implementing appropriate security, backup, and access controls for Customer Data.
Mindbowser may collect and use aggregated, de-identified, or anonymized usage data, metrics, and insights derived from Customer’s use of the Software for purposes such as analytics, benchmarking, product improvement, and business intelligence. Such data shall be used in a manner consistent with applicable privacy laws.
Without limiting the foregoing, the Software includes a telemetry capability that transmits limited, de-identified product-usage information to Mindbowser for product improvement, support, and license-compliance purposes. Such telemetry consists solely of: feature-usage events (e.g., a connection was created, a workflow was deployed); workflow composition described only by component type and structure; aggregate execution counts and error rates by component type; Software version; deployment environment; and a randomly generated deployment identifier containing no information about Customer or its systems.
Telemetry excludes, by design: Protected Health Information and any patient data; personally identifiable information of Authorized Users; workflow names, configuration values, credentials, endpoints, or field mappings; and the content of any message, record, or document processed by the Software. Telemetry is transmitted exclusively by the Software’s server component over TLS as outbound connections only; no telemetry is transmitted from end-user browsers to any third party, and no third party receives access into Customer’s environment. Telemetry is processed by Mindbowser and its analytics subprocessor (currently PostHog, Inc., processing in the United States) and is never sold.
Customer may disable telemetry at any time through the Software’s administrative settings; the setting takes effect immediately, persists across Updates and restarts, and, when disabled, the Software makes no connection to the analytics service whatsoever. Mindbowser’s remote controls, if any, may only disable telemetry transmission and can never re-enable it contrary to Customer’s setting.
The Software is designed to support healthcare information workflows and operational processes but is not intended to provide medical advice, clinical diagnosis, treatment recommendations, or clinical decision-making. Customer acknowledges and agrees that all clinical, diagnostic, and treatment decisions are the sole responsibility of appropriately qualified healthcare professionals. Mindbowser is not responsible for any decisions or actions taken based on the Software’s outputs or analysis.
Customer is solely responsible for determining whether its use of the Software is subject to HIPAA, HITECH, or any similar healthcare privacy, security, or data protection laws and for ensuring full compliance with such laws. Customer must implement all necessary administrative, technical, and physical safeguards.
If the Customer accesses, integrates, or uses any third-party artificial intelligence (AI) tools, large language models (LLMs), or other external data processing services in connection with or through the Software, the Customer is solely and fully responsible for ensuring that such use complies with all applicable data protection, privacy, security, and regulatory requirements.
To the extent required by law, any obligations related to protected health information (“PHI”) shall be governed by a separate, mutually executed Business Associate Agreement (“BAA”). Nothing in this Agreement shall be construed to imply or create a BAA unless explicitly executed in writing by both parties.
Customer acknowledges that, unless expressly stated in writing, the Software is not certified, approved, cleared, or otherwise recognized as a regulated medical device, in vitro diagnostic device, or other regulated healthcare product.
Customer is solely responsible for implementing and maintaining appropriate administrative, technical, and physical safeguards to protect Customer Data, access credentials, and any systems used to access the Software. This includes firewalls, encryption, authentication controls, backup procedures, and monitoring systems.
Customer shall ensure that all usernames, passwords, API keys, and other access credentials for the Software are kept confidential. Customer is fully responsible for all activities conducted under its accounts.
Customer acknowledges that no system, platform, or software can be entirely secure and that Mindbowser does not warrant or guarantee that the Software will be free from security vulnerabilities, unauthorized access, breaches, or other security incidents.
“Confidential Information” means any non-public information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) that is designated as confidential or that, by its nature, should reasonably be understood to be confidential. The Receiving Party agrees to protect the Disclosing Party’s Confidential Information using at least the same degree of care that it uses to protect its own confidential information.
Each party represents and warrants that it has the full legal authority, capacity, and right to enter into this Agreement, to perform its obligations hereunder, and to grant the rights and Licenses set forth in this Agreement.
During the Subscription Term (excluding any Trial or Evaluation License period), Mindbowser warrants that the Software will materially conform to the functionality described in the Documentation when used strictly in accordance with this Agreement.
The limited warranty expressly excludes any issues, errors, or failures resulting from: misuse, improper installation, unauthorized modification, adaptation, or combination of the Software with third-party products; or any other cause outside Mindbowser’s reasonable control.
EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY SET FORTH ABOVE, THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND MINDBOWSER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING BY COURSE OF PERFORMANCE, USAGE, OR TRADE.
Mindbowser shall indemnify, defend, and hold Customer harmless from any third-party claims, actions, or proceedings alleging that the unmodified Software, as provided by Mindbowser and used in accordance with this Agreement, infringes or misappropriates any valid third party intellectual property rights. Mindbowser’s obligation is conditioned upon Customer promptly notifying Mindbowser in writing of any such claim, granting Mindbowser sole control of the defense and settlement of the claim, and providing reasonable cooperation and assistance at Mindbowser’s expense. Mindbowser may, at its option, (i) obtain the right for Customer to continue using the Software, (ii) replace or modify the Software to make it non-infringing without materially reducing functionality, or (iii) if neither option is commercially feasible, terminate the Software License and refund any prepaid fees for the affected Software, in accordance with the applicable procedures under the AWS Marketplace and Private Offer, as applicable.
The indemnity set forth hereinabove does not apply to any claim arising from or relating to:
Customer shall indemnify, defend, and hold Mindbowser and its affiliates, officers, directors, employees, and agents harmless from any claims, damages, losses, liabilities, costs, or expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) Customer Data, including its accuracy, legality, or compliance with applicable law; (ii) Customer’s unauthorized or unlawful use of the Software; (iii) Customer’s breach of this Agreement; or (iv) infringement or misappropriation of any third-party rights caused by Customer’s use of the Software or any combination with third-party systems or services.
A party seeking indemnification (“Indemnified Party”) must promptly notify the other party (“Indemnifying Party”) in writing of any claim, suit, or proceeding for which indemnification is sought. The Indemnifying Party shall have sole control over the defense and settlement of the claim, provided that no settlement may impose obligations or admit liability on the Indemnified Party without its prior written consent, which shall not be unreasonably withheld. The Indemnified Party shall cooperate reasonably, at the Indemnifying Party’s expense, in the defense of the claim and may participate in the defense with its own counsel at its own expense.
EXCLUSION OF CERTAIN DAMAGES: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MINDBOWSER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS, LOSS OF DATA, BUSINESS INTERRUPTION, OR COSTS OF SUBSTITUTE TECHNOLOGY OR SERVICES, EVEN IF MINDBOWSER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
AGGREGATE LIABILITY CAP: TO THE MAXIMUM EXTENT PERMITTED BY LAW, MINDBOWSER’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER FOR THE SOFTWARE THROUGH AWS MARKETPLACE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Customer acknowledges that the limitations of liability set forth in this Agreement reflect a reasonable allocation of risk, form an essential basis of the bargain between the parties, and apply notwithstanding the failure of any limited remedy.
Some jurisdictions do not allow the exclusion or limitation of certain damages; in such jurisdictions, the above limitations shall apply to the maximum extent permitted by law.
This Agreement shall commence upon Customer’s acceptance and shall continue for the duration of the applicable Subscription Term, unless earlier terminated in accordance with this Agreement.
Mindbowser may terminate this Agreement immediately if Customer materially breaches any provision of this Agreement that relates to data security, Customer Data, compliance with applicable laws, or Confidential Information. For other material breaches, Mindbowser may terminate this Agreement if Customer fails to cure the breach within seven (7) days of receiving written notice, or immediately if the breach is incapable of cure. Termination under this Section shall be without prejudice to any other rights or remedies available to Mindbowser at law or in equity.
Mindbowser may, at its sole discretion, suspend or restrict Customer’s access to the Software immediately if required by applicable law, regulation, or order of any governmental or regulatory authority. Additionally, Mindbowser may suspend access if Customer’s use of the Software poses a risk to the security, integrity, or stability of the Software, the underlying AWS infrastructure, or any systems used by Mindbowser or other customers. Suspension may also occur if Customer materially violates any License restrictions or other obligations under this Agreement. During any period of suspension, Customer shall remain responsible for all fees and obligations under this Agreement, and Mindbowser shall not be liable for any damages or losses resulting from such suspension.
Upon termination or expiration of this Agreement:
Any refunds shall be governed exclusively by AWS Marketplace policies.
Customer acknowledges that the Software is licensed via AWS Marketplace, and that AWS Marketplace terms shall govern ordering, billing, invoicing, payments and refunds.
This Agreement is intended to align with, and not conflict with, AWS Marketplace terms. In the event of a direct conflict regarding billing or payment matters, AWS Marketplace terms shall control.
Upon providing reasonable prior notice and during normal business hours, Mindbowser may audit Customer’s use of the Software solely to verify compliance with the terms of this Agreement, including the number of Authorized Users, geographic scope, and License restrictions. Such audits may include review of records, logs, or other documentation reasonably necessary to confirm proper use of the Software. Audits shall be conducted in a manner designed to minimize disruption to Customer’s normal business operations and shall not unreasonably interfere with Customer’s systems or workflows. If an audit reveals non-compliance, Customer shall promptly remediate such non-compliance and reimburse Mindbowser for reasonable audit costs where material violations are found.
Customer acknowledges that the Software may be subject to U.S. export control and sanctions laws and agrees to comply with all applicable export regulations. Customer represents that it is not located in, controlled by, or acting on behalf of any restricted or sanctioned entity. Customer shall not use or export the Software for prohibited end uses, including nuclear, missile, or chemical/biological weapons applications.
Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent such failure or delay is caused by events beyond its reasonable control, including, without limitation, acts of God, natural disasters, fire, flood, earthquake, pandemic, strikes, labor disputes, civil unrest, acts of terrorism, governmental actions, or failures of third-party or internet infrastructure (each, a “Force Majeure Event”). The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event and use commercially reasonable efforts to mitigate its effects. Notwithstanding the foregoing, Customer’s obligation to pay fees due under this Agreement shall continue in full and shall not be suspended, delayed, or excused for any reason, including a Force Majeure Event.
Customer may not assign or transfer this Agreement without Mindbowser’s prior written consent. Mindbowser may assign this Agreement without restriction.
This Agreement shall be governed by the laws of the State of Delaware, without regard to conflict of law principles. Any legal action shall be brought exclusively in the state or federal courts located in Delaware.
Notices shall be in writing and deemed given when delivered by recognized courier or electronic mail to the addresses on record.
This Agreement constitutes the entire agreement between the parties regarding the Software and supersedes all prior agreements. Mindbowser may update this Agreement for future Subscription Terms by providing notice through AWS Marketplace or the Software interface.
Any provisions of this Agreement which by their nature should survive termination or expiration shall survive, including without limitation provisions relating to ownership and intellectual property rights, confidentiality, disclaimers of warranties, limitations of liability, indemnification obligations, governing law, audit rights, and compliance obligations.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.
The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless expressly stated in writing. Any waiver granted shall be limited to the specific instance and shall not constitute a continuing waiver.
The parties are independent contractors, and nothing in this Agreement shall be deemed to create any partnership, joint venture, agency, or fiduciary relationship. Neither party has authority to bind the other or incur obligations on the other’s behalf.
Each party shall comply with all applicable laws, rules, and regulations in connection with its performance under this Agreement. Customer represents that it shall not use the Software in violation of anti-bribery or anti-corruption laws. Customer shall not permit access to the Software by any individual or entity prohibited under applicable export or sanctions laws. Upon request, Customer shall certify compliance with export control obligations.
Customer agrees that acceptance of this Agreement by electronic means, including clicking an acceptance button or using the Software, constitutes a valid and binding agreement.
Mindbowser may revise this Agreement from time to time. Updated versions shall apply prospectively to future Subscription Terms. Material changes will be communicated through AWS Marketplace or the Software interface.
Customer acknowledges that this Agreement, together with any applicable AWS Marketplace listing or Private Offer, constitutes the complete and exclusive statement of the agreement between the parties regarding the Software.
Agreement Acceptance
BY INSTALLING, ACCESSING, OR USING THE SOFTWARE, CUSTOMER ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THIS AGREEMENT AND AGREES TO BE BOUND BY ITS TERMS.