Terms of Service

We are Trial IQ Technologies, LLC. ("Trial IQ," "Company," "we," "us," or "our"), a company organized under the laws of the United States.

We operate the website https://www.trialiq.ai, as well as related software platforms, APIs, dashboards, analytics tools, integrations (including EHR integrations), and other related products and services that reference these legal terms (collectively, the "Services").

You may contact us at: Email: legal@trialiq.ai

These Terms of Service ("Legal Terms") constitute a legally binding agreement between you, whether personally or on behalf of an entity ("you"), and Trial IQ concerning your access to and use of the Services.

BY ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE LEGAL TERMS. IF YOU DO NOT AGREE, YOU MUST NOT USE THE SERVICES.

Supplemental terms, order forms, quotes, Business Associate Agreements (BAAs), and enterprise agreements are incorporated by reference where applicable.

We may update these Legal Terms at any time. Continued use after updates constitutes acceptance.

The Services are intended for users who are at least 18 years old.

1. Our Services

Trial IQ provides software tools and analytics to support:

• Clinical trial feasibility analysis
• Patient identification and pre-screening support
• Research site enablement
• Sponsor and CRO analytics
• Operational research infrastructure

The Services are intended for business and professional use only. They are not intended to provide medical advice or replace clinical judgment.

If you access the Services from outside the United States, you are responsible for compliance with local laws.

2. Intellectual Property Rights

Our Intellectual Property

We own or license all intellectual property rights in the Services, including:

• Source code
• Software
• Databases
• Algorithms
• Scoring methodologies
• Designs, text, graphics, logos, and trademarks

All content is provided "AS IS" for your internal business purposes only.

Limited License

Subject to compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to:

• Access and use the Services
• Use platform outputs solely for internal business purposes

You may not:

• Copy, reproduce, distribute, or exploit the Services
• Reverse engineer, decompile, or extract source code
• Use the Services to build or train competing systems

All rights not expressly granted are reserved.

3. User Representations

By using the Services, you represent and warrant that:

• You have authority to bind your organization.
• You will comply with applicable laws (including healthcare and data privacy laws).
• You will not use automated means to access the Services without authorization.
• You will not use the Services for unlawful or unauthorized purposes.
• All information you provide is accurate and complete.

4. Purchases and Payment

Fees, billing cycles, and payment terms are defined in your executed Order Form, Quote, or Subscription Agreement.

Unless otherwise specified:

• Fees are billed in U.S. dollars.
• Payments are non-refundable.
• You authorize recurring billing where applicable.
• We may suspend Services for non-payment.

Taxes are your responsibility unless otherwise stated.

5. Subscriptions

Billing and Renewal

Subscriptions renew automatically unless canceled in accordance with your Order Form.

Cancellation

Cancellation must be submitted in writing to billing@trialiq.ai.

Unless otherwise specified in your contract:

• Cancellations take effect at the end of the current Contract Term.
• No refunds are issued for partial terms.
• Access continues through the end of the paid term.

6. Acceptable Use

You agree not to:

• Access or attempt to access unauthorized data
• Scrape or systematically extract data
• Circumvent security safeguards
• Reverse engineer models or scoring methodologies
• Upload malware or malicious code
• Misrepresent clinical trial eligibility or data
• Use the Services to compete with Trial IQ

Use of the Services must comply with HIPAA and applicable privacy laws where relevant. See also our Acceptable Use Policy.

7. Customer Data

You retain ownership of all data you submit ("Customer Data").

You grant Trial IQ a limited license to host, process, and analyze Customer Data solely to provide the Services.

You represent that:

• You have lawful rights to provide the data.
• Required consents and authorizations have been obtained.
• Where applicable, a valid Business Associate Agreement governs PHI.

Trial IQ is not responsible for data loss resulting from your actions.

8. HIPAA and PHI

Where Trial IQ processes Protected Health Information ("PHI"), it does so as a Business Associate under a separate Business Associate Agreement (BAA).

If no BAA is in place, you agree not to submit PHI to the Services.

In the event of conflict between these Terms and a BAA, the BAA governs PHI handling.

9. Third-Party Services

The Services may integrate with third-party providers (e.g., hosting, analytics, EHR integrations).

Trial IQ is not responsible for third-party systems or services.

10. Term and Termination

These Terms remain effective while you use the Services.

We may suspend or terminate access for:

• Breach of these Terms
• Non-payment
• Legal or regulatory risk
• Security concerns

Termination does not relieve you of outstanding payment obligations.

11. Modifications and Interruptions

We may modify, suspend, or discontinue Services at any time.

We do not guarantee uninterrupted availability.

We are not liable for downtime or service interruptions.

12. Privacy

Your use of the Services is subject to our Privacy Policy.

If you access the Services from outside the U.S., you consent to transfer and processing in the United States.

13. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

WE DISCLAIM ALL WARRANTIES, INCLUDING:

• MERCHANTABILITY
• FITNESS FOR A PARTICULAR PURPOSE
• NON-INFRINGEMENT

We do not guarantee:

• Enrollment outcomes
• Clinical trial success
• Regulatory approval
• Data accuracy from third-party sources

You remain responsible for clinical decisions and regulatory compliance.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• We are not liable for indirect, incidental, consequential, or punitive damages.
• Our total liability shall not exceed the amount paid by you in the twelve (12) months preceding the claim.

Some jurisdictions do not allow certain limitations; such limitations apply only to the extent permitted by law.

15. Indemnification

You agree to indemnify and hold harmless Trial IQ from claims arising out of:

• Your use of the Services
• Your Customer Data
• Regulatory violations
• Breach of these Terms

16. Governing Law

These Terms are governed by the laws of the State of California, without regard to conflict of law principles.

17. Dispute Resolution

Disputes will first be resolved through informal negotiation.

If unresolved, disputes will be resolved through binding arbitration in California under AAA rules, unless prohibited by applicable law.

Class actions are waived to the extent permitted by law.

18. Miscellaneous

These Terms constitute the entire agreement unless supplemented by a separate written agreement.

If any provision is unenforceable, the remaining provisions remain in effect.

Failure to enforce any provision is not a waiver.

We may assign our rights and obligations.

19. Contact Us

Trial IQ Technologies, LLC
Email: legal@trialiq.ai
Website: https://www.trialiq.ai