If you accept these Terms on behalf of a company or other entity, you represent that you have authority to bind that entity. Individual users accessing the Services under Customer's account ("Authorized Users") must comply with these Terms.

Vertex Labs provides a software-as-a-service platform for healthcare AI testing and validation (the "Services"). The Services include sandbox environments that simulate healthcare interfaces (payer portals, FHIR servers, HL7 feeds, voice/IVR systems, and fax endpoints), synthetic patient data generation, deterministic test scenario configuration, and related APIs, web applications, and support. The Services are testing and development tools. They do not process real patient data or protected health information (PHI).

• Customer must have legal capacity to enter into these Terms. Authorized Users must be at least 18 years old.
• Customer is responsible for account information accuracy and for maintaining confidentiality of credentials.
• Customer must promptly notify Vertex Labs of any unauthorized access or suspected compromise.

"Customer Data" means all data, content, and configurations submitted to or generated within the Services by or for Customer, including sandbox configurations, test scenarios, API usage logs, and results. Customer retains ownership of Customer Data.

Customer grants Vertex Labs a worldwide, non-exclusive, royalty-free license to host, process, and use Customer Data solely to provide, maintain, and improve the Services.

Vertex Labs may derive de-identified or aggregated data ("Derived Data") that does not identify Customer or any individual. Vertex Labs may use Derived Data to improve the Services, develop new features, or publish benchmarks.

All patient data within sandbox environments is synthetically generated. Customer must not upload real PHI or personally identifiable patient information to the Services. Sandbox environments are isolated and ephemeral. Vertex Labs does not guarantee that sandbox environments replicate production systems with complete accuracy. Sandbox environments are testing tools, not production systems.

Customer and Authorized Users will not:

• Upload real protected health information (PHI) or real patient data to the Services;
• Use the Services to interact with real patients or make clinical decisions;
• Attempt to probe, scan, or test the vulnerability of our infrastructure without written consent;
• Copy, scrape, or reverse engineer the Services, or attempt to derive source code;
• Use the Services to create competing products or benchmark Vertex Labs for competitive purposes without consent;
• Interfere with or disrupt networks connected to the Services, or bypass rate limits and security controls;
• Resell, sublicense, or share access with unauthorized third parties.

Fees, billing cadence, and payment terms are described in the applicable order form or subscription agreement. Unless otherwise stated, fees are invoiced in advance and due net 30 days. Late payments may incur a 1.5% monthly finance charge (or the maximum allowed by law). Fees are non-refundable except as expressly stated.

The subscription term begins on account creation or the effective date of the order form and continues for the period stated. Subscriptions renew automatically unless either party gives written notice of non-renewal at least 30 days before the current term ends. Either party may terminate for cause if the other party materially breaches and does not cure within 30 days of written notice. Upon termination, Customer must stop using the Services.

During the subscription term and for 30 days after termination, Customer can export data via available APIs. After this period, Vertex Labs may delete Customer Data unless retention is required by law.

Vertex Labs owns all rights, title, and interest in the Services, documentation, and underlying technology, including simulated portal environments, synthetic data generation systems, and APIs. Customer owns Customer Data. No additional rights transfer except as stated. Feedback provided by Customer may be used by Vertex Labs without restriction or compensation.

Each party may receive confidential information from the other. The recipient will use confidential information only to perform obligations under these Terms, protect it with reasonable care, and not disclose it except to personnel or contractors under confidentiality obligations. Disclosures compelled by law are permitted with prompt notice where legally allowed.

• Vertex Labs warrants that during the subscription term the Services will conform in all material respects to documentation.
• Sandbox environments simulate healthcare systems for testing purposes. They are not production systems and are not guaranteed to perfectly replicate any real-world system.
• Except for express warranties, the Services are provided "as is." Vertex Labs disclaims implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

• Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenues, or data.
• Vertex Labs's aggregate liability will not exceed the amount paid by Customer during the 12 months preceding the event giving rise to liability.
• These limitations do not apply to breaches of confidentiality, violations of acceptable use, or Customer's payment obligations.

Vertex Labs will defend Customer against third-party claims alleging that the Services infringe intellectual property rights, subject to exclusions for Customer Data, unauthorized modifications, or combinations. Customer will defend Vertex Labs against third-party claims arising from Customer Data or use of the Services in violation of these Terms.

These Terms are governed by the laws of the State of Delaware, USA. Disputes not resolved informally will be submitted to binding arbitration in San Francisco, California, before a single arbitrator. Either party may seek injunctive relief to protect confidentiality or intellectual property. The parties waive their right to a jury trial.

We may update these Terms by posting a revised version. For material changes, we will provide at least 30 days' notice via email or in-product message. Continued use after the effective date constitutes acceptance.

For questions about these Terms, email legal@verial.ai. For security incidents, contact security@verial.ai.