Terms of Use.

1. Acceptance of Terms

These Terms of Use (“Terms”) govern your access to and use of MatriArch Nexus™ and related services, websites, applications, features, tools, dashboards, pilot workflows, and support services operated by MatriArch Technologies Inc. (“Company,” “we,” “us,” or “our”). By creating an account, signing in, accepting an invitation, participating in a pilot, or using the service, you agree to these Terms.

If you use the service on behalf of an organization, employer, care team, family member, dependent, patient, client, or other person, you represent that you have the authority and permission required to do so.

2. Description of the Service and Pilot Features

MatriArch Nexus™ is a family-centered health information, journaling, medication context, baseline intelligence, and care coordination platform. The service helps users organize health-related information, track symptoms and health events, record medication and routine context, create family-related records, prepare for care conversations, and receive informational insights.

During pilot, beta, early-access, or limited-release programs, the service may include some or all of the following features:

• Family health profiles and household care records
• Health journaling, symptom logging, and event timelines
• Medication, supplement, allergy, appointment, and care routine tracking
• Baseline intelligence, trend observations, and pattern comparison tools
• AI-generated summaries, suggested tags, prompts, and care preparation notes
• Care coordination workspaces for family members, caregivers, and authorized support roles
• Consent-based sharing controls for family, caregiver, clinical, or organizational review
• Pilot dashboards, usage reporting, adoption metrics, and outcome measurement tools
• Optional integrations, data import workflows, document uploads, and API-connected features
• Feedback, support, onboarding, training, and pilot success workflows

Specific features may vary by user type, organization, pilot site, subscription plan, written agreement, consent setting, technical configuration, and launch phase.

3. Pilot, Beta, and Early-Access Programs

Pilot, beta, early-access, and limited-release features are provided for evaluation, validation, workflow testing, product improvement, and outcome measurement. Pilot features may be incomplete, experimental, unavailable, modified, suspended, or discontinued at any time. We may change workflows, user interfaces, reports, dashboards, settings, eligibility, or feature availability as part of pilot operations.

Participation in a pilot does not guarantee continued access, commercial availability, specific functionality, clinical accuracy, regulatory approval, or future pricing. Unless separately agreed in writing, pilot access is provided “as is” and “as available.”

We may collect pilot feedback, support requests, feature usage, workflow completion data, adoption metrics, technical performance data, and aggregated or de-identified outcome indicators to operate the pilot, improve the service, measure product-market fit, and support customer success reporting.

We will not publicly identify a pilot customer, healthcare organization, employer, care site, or individual user in a case study, press release, testimonial, or marketing material without appropriate authorization or written approval.

4. No Medical Advice, No Provider Relationship, and No Emergency Use

The service is for informational, organizational, educational, and care coordination purposes only. It is not a substitute for professional medical advice, diagnosis, treatment, emergency care, or clinical judgment. AI-generated summaries, pattern observations, baseline comparisons, prompts, dashboards, and reports are not medical advice and should not be relied upon as the basis for medical decisions.

Use of MatriArch Nexus™ does not create a physician-patient, nurse-patient, therapist-patient, pharmacist-patient, care manager-patient, or other healthcare provider relationship between you and MatriArch Technologies Inc.

The service is not an emergency response system and is not monitored for urgent medical communications. Do not use MatriArch Nexus™ to report emergencies, urgent symptoms, adverse drug reactions, abuse, self-harm risk, or time-sensitive medical conditions. If you believe you or another person may have a medical emergency, call emergency services immediately.

5. Eligibility and Account Responsibility

You must be at least 18 years old or have appropriate legal authorization to use the service. The service is not intended for direct use by minors without parent, guardian, or legally authorized representative involvement. You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account.

You agree to provide accurate, current, and complete account information and to promptly update information when necessary. You are responsible for reviewing information entered into the service, including medications, symptoms, allergies, care routines, family records, documents, AI-generated outputs, and shared notes.

6. Family Records, Caregiver Authority, and Dependent Information

You may enter information about yourself or individuals for whom you have appropriate permission, authority, or responsibility. You represent that you have the right to enter, manage, view, process, or share any information you provide about another person, including dependents, minors, family members, care recipients, or individuals for whom you act as a caregiver, guardian, personal representative, or legally authorized representative.

You are responsible for respecting the privacy, consent, guardianship, custody, family access, and care-related rights of other individuals. We may suspend, restrict, or remove access to family records if we reasonably believe access is unauthorized, disputed, unsafe, unlawful, or inconsistent with these Terms.

7. Consent-Based Use and Sharing Controls

MatriArch Nexus™ uses a consent-based model. Certain features may require consent before use, including storage of health-related information, optional AI processing, family access, caregiver access, care-team sharing, organization-level pilot reporting, document uploads, integrations, and data import or export features.

You may be asked to review and accept updated terms, privacy practices, consent settings, sharing permissions, or pilot disclosures when our policies, workflows, agreements, or features change. Revoking access or changing sharing settings may not remove information that was already viewed, downloaded, exported, copied, printed, or retained by an authorized recipient before the change took effect.

8. Health Data, PHI, Enterprise Accounts, and Business Associate Agreements

The service may involve health-related information that you or authorized users provide, including information about symptoms, medications, allergies, diagnoses, appointments, care routines, notes, family history, and uploaded documents. Some health-related information may qualify as Protected Health Information (“PHI”) when handled by or on behalf of a HIPAA Covered Entity or Business Associate.

MatriArch Technologies Inc. is not automatically a HIPAA Covered Entity merely because users enter health-related information into the service. When we create, receive, maintain, or transmit PHI on behalf of a HIPAA Covered Entity or Business Associate in connection with a covered pilot, enterprise deployment, integration, or other regulated workflow, our obligations will be governed by a written Business Associate Agreement (“BAA”) or other applicable written agreement where required.

If a healthcare organization, employer, payor, community partner, or other enterprise customer provides access to the service, additional terms, privacy notices, BAAs, data processing agreements, order forms, pilot charters, or implementation documents may apply. If there is a conflict between these Terms and a signed written agreement with an enterprise customer, the signed written agreement controls for that customer and its authorized users to the extent of the conflict.

9. AI-Generated Insights and Human Review

The service may use artificial intelligence or machine-assisted tools to generate summaries, suggested tags, timeline organization, prompts, care preparation notes, pattern observations, baseline comparisons, reports, or other informational outputs. These outputs may be incomplete, inaccurate, outdated, biased, or not appropriate for your specific situation.

You are responsible for reviewing AI-generated outputs before relying on them, sharing them, or using them in a care conversation. AI outputs should be treated as informational support, not clinical direction, diagnosis, treatment recommendation, medication instruction, or emergency guidance.

Unless permitted by a written agreement, applicable BAA, Privacy Policy, or specific consent flow, we do not use identifiable health information or enterprise PHI to train generalized AI models. We may use aggregated, de-identified, or non-identifying information to improve safety, reliability, performance, quality, workflow design, and product functionality where permitted by law and applicable agreements.

10. Data Rights, User Content, and Platform License

You retain ownership of information, notes, records, files, images, documents, feedback, and other content that you submit to the service (“User Content”), subject to these Terms and any applicable privacy policy or written agreement.

You grant MatriArch Technologies Inc. a limited, non-exclusive, worldwide, royalty-free license to host, store, process, display, reproduce, transmit, analyze, format, organize, secure, back up, and otherwise use User Content as necessary to provide, operate, maintain, secure, support, troubleshoot, improve, and develop the service; comply with law; enforce these Terms; and honor your settings, permissions, and consent choices.

You represent that User Content you provide is lawful, accurate to the best of your knowledge, and does not violate the rights of another person or organization.

11. Data Retention, Export, and Deletion

We may retain account information, User Content, audit logs, technical logs, consent records, support history, security records, pilot metrics, and related information for as long as reasonably necessary to provide the service, comply with legal obligations, resolve disputes, enforce agreements, maintain security, support backups, and operate pilot or enterprise programs.

You may request account deletion or data export where supported by the service, applicable law, or a written agreement. Deleted data may persist for a limited period in backups, audit logs, security systems, legal holds, or records we are required or permitted to retain. We may be unable to delete information that has already been shared with, exported by, downloaded by, or retained by an authorized recipient.

12. Privacy

Your use of the service is also governed by our Privacy Policy. Please review it carefully to understand how we collect, use, store, disclose, and protect information. Some pilots, enterprise accounts, integrations, or healthcare workflows may also be governed by additional privacy notices, consent forms, BAAs, data processing agreements, or customer-specific terms.

13. Acceptable Use

You agree not to misuse the service. You may not attempt to access another user’s data without authorization, interfere with security controls, reverse engineer the platform, scrape or bulk extract data without authorization, upload malicious code, test vulnerabilities without written permission, impersonate another person, use the service for unlawful purposes, or use the platform to provide regulated clinical services unless separately authorized in writing.

You may not use the service to make automated decisions that produce legal, medical, insurance, employment, eligibility, benefits, housing, credit, or other significant effects on a person unless expressly authorized by a written agreement and permitted by applicable law.

14. Third-Party Services and Integrations

The service may integrate with third-party platforms, healthcare systems, identity providers, cloud infrastructure, analytics tools, AI providers, messaging tools, EHR-related systems, document storage providers, payment processors, or application programming interfaces. We are not responsible for third-party availability, accuracy, security practices, privacy practices, or content outside our control.

Integrated data may be incomplete, delayed, unavailable, duplicated, incorrectly formatted, or inconsistent with source systems. You are responsible for verifying important information with the appropriate healthcare professional, organization, caregiver, or source system before relying on it.

15. Security, Availability, and Support

We use reasonable administrative, technical, and organizational measures designed to protect the service and information processed through it. No system, transmission, integration, or storage method can be guaranteed to be completely secure.

The service may be unavailable due to maintenance, updates, pilot changes, technical failures, third-party outages, security events, network issues, or circumstances outside our reasonable control. We do not guarantee uninterrupted uptime, error-free operation, or immediate support response unless a separate written service level agreement applies.

Support communications are for technical, account, onboarding, and product assistance only. Support channels are not clinical care channels and are not monitored for emergency or urgent medical needs.

16. Intellectual Property and Feedback

MatriArch Technologies Inc. owns the service, software, designs, workflows, architecture, data models, algorithms, prompts, user interfaces, dashboards, documentation, branding, trademarks, trade names, logos, and related intellectual property. Except for the limited rights expressly granted to you, we reserve all rights in the service.

If you provide ideas, suggestions, testimonials, recommendations, pilot feedback, feature requests, bug reports, workflow comments, or other feedback, you grant MatriArch Technologies Inc. a perpetual, irrevocable, worldwide, royalty-free license to use, copy, modify, commercialize, and incorporate that feedback without restriction or compensation, provided that public attribution or identifiable use will require appropriate authorization where applicable.

17. Regulatory and Clinical Use Boundaries

Unless expressly stated in a separate written agreement, validated workflow, regulatory clearance, or authorized deployment, MatriArch Nexus™ is not intended to function as a medical device, regulated clinical decision support tool, remote patient monitoring system, emergency alert system, diagnostic tool, treatment recommendation engine, medication ordering system, or substitute for a licensed healthcare professional.

Healthcare professionals, care teams, organizations, and enterprise users remain responsible for their own clinical judgment, licensure obligations, patient communications, documentation requirements, care decisions, and compliance with applicable laws and professional standards.

18. Fees, Plans, and Enterprise Agreements

Some features may be free, pilot-only, beta-only, subscription-based, enterprise-only, or subject to separate fees. Pricing, payment terms, pilot duration, implementation scope, support levels, user limits, data rights, security commitments, and service levels may be governed by a separate order form, pilot agreement, subscription agreement, statement of work, BAA, or enterprise contract.

19. Confidentiality of Non-Public Pilot Features

During a pilot, beta, early-access, or private launch, you may receive access to non-public features, workflows, dashboards, documentation, screenshots, roadmap information, technical information, or product plans. You agree not to disclose non-public information to third parties without our written permission, except as required for authorized pilot participation, legal compliance, professional advisors, or internal evaluation by an authorized organization.

20. Accessibility

We aim to improve accessibility and usability over time. If you experience accessibility barriers, you may contact us using the information below so we can evaluate reasonable improvements. Pilot features may not yet reflect final accessibility, localization, or assistive technology support.

21. Export Controls and Sanctions

You may not access, use, export, re-export, or transfer the service in violation of applicable export control, sanctions, or trade compliance laws. You represent that you are not located in, organized under the laws of, or ordinarily resident in a region subject to comprehensive sanctions and are not listed on a restricted party list that would prohibit use of the service.

22. Disclaimers

The service is provided “as is” and “as available.” To the fullest extent permitted by law, we disclaim all warranties, express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted operation, error-free operation, clinical accuracy, medical suitability, data completeness, integration accuracy, and availability.

We do not guarantee that the service, pilot features, AI outputs, dashboards, reports, integrations, notifications, or baseline comparisons will identify every risk, symptom pattern, care need, medication issue, data error, or health-related event.

23. Limitation of Liability

To the fullest extent permitted by law, MatriArch Technologies Inc. will not be liable for indirect, incidental, consequential, special, punitive, exemplary, or enhanced damages, including damages related to medical outcomes, reliance on AI-generated information, emergency events, care decisions, lost profits, lost revenue, loss of goodwill, data loss outside our reasonable control, pilot changes, service interruptions, third-party services, or unauthorized access despite reasonable safeguards.

To the fullest extent permitted by law, our total liability for any claim related to the service will not exceed the greater of the amount you paid directly to us for the service during the twelve months before the event giving rise to the claim or one hundred dollars ($100), unless a separate written agreement provides a different liability cap.

24. Indemnification

You agree to defend, indemnify, and hold harmless MatriArch Technologies Inc. and its officers, directors, employees, contractors, advisors, affiliates, and agents from and against claims, damages, liabilities, losses, costs, and expenses arising from your misuse of the service, violation of these Terms, unauthorized entry or sharing of another person’s information, violation of law, infringement of third-party rights, or use of the service to provide clinical or regulated services without written authorization.

25. Suspension or Termination

We may suspend, restrict, or terminate access to the service if we believe your use violates these Terms, creates security risk, may harm another user, involves unauthorized access to health or family information, creates legal or operational risk, or is inconsistent with a pilot, enterprise, or written agreement.

You may stop using the service at any time. Certain provisions of these Terms will survive suspension or termination, including sections related to privacy, data retention, intellectual property, feedback, disclaimers, limitation of liability, indemnification, dispute resolution, governing law, and any payment or confidentiality obligations.

26. Changes to These Terms

We may update these Terms from time to time. If changes are material, we may provide notice through the service, email, website posting, or another reasonable method and may require you to review and accept the updated Terms before continuing to use the service. The “Effective Date” above shows when these Terms were last updated.

27. Dispute Resolution and Class Action Waiver

Before filing a formal claim, you agree to first contact us and attempt to resolve the dispute informally. To the fullest extent permitted by law, any dispute arising out of or related to these Terms or the service will be resolved through binding individual arbitration, rather than in court, except that either party may bring an individual claim in small claims court or seek injunctive or equitable relief for unauthorized use of intellectual property, security violations, or confidentiality breaches.

To the fullest extent permitted by law, disputes must be brought only on an individual basis and not as a plaintiff or class member in any class, consolidated, collective, private attorney general, or representative action. This section does not limit rights that cannot be waived under applicable law.

28. Governing Law

These Terms are governed by the laws of the State of Tennessee, without regard to conflict of law principles, except where federal law or another governing law is required by a written agreement or applicable law.

29. Contact

Questions about these Terms may be directed to MatriArch Technologies Inc. at: privacy@matriarchtech.com

These Terms are intended as a strong pilot-ready product draft and should be reviewed by qualified healthcare technology counsel before enterprise use, clinical integrations, payer/provider partnerships, or external fundraising diligence.