Terms of Service

1. Agreement to These Terms

These Terms of Service (the "Terms") form a legally binding agreement between JetBridge Software Inc., a Delaware corporation with its principal place of business in the State of Florida ("JetBridge", "we", "us", or "our"), and the individual or legal entity using or accessing the Services (defined below) ("Customer", "you", or "your"). The Terms govern your access to and use of the JetBridge AI platform located at https://ai.jetbridge.com, including the AI-assisted vibe-coding development environment, sandbox environments, prebuilt code components, integrations, prebuilt synthetic data sets, AI-generated outputs, the JetBridge Engineer Marketplace (through which Customer may engage senior software engineers as further described in Section 11.1), the Compliance Document Management Tool (through which Customer may use HIPAA compliance documentation features and may discover independent fractional Compliance Officers, Security Officers, and Chief Technology Officers as further described in Section 11.8), and all related software, websites, mobile or desktop applications, professional services, content, and documentation made available by JetBridge from time to time (collectively, the "Services").

How you accept these Terms. You accept these Terms by (a) clicking a button or checking a box indicating acceptance, (b) executing an order form, statement of work, or written agreement that incorporates these Terms by reference, or (c) accessing or using any part of the Services. If you do not agree, you must not access or use the Services. If you accept on behalf of a legal entity, you represent and warrant that you have the authority to bind that entity, in which case "Customer" refers to that entity.

Order of precedence. In the event of conflict among the components of the Agreement, the order of precedence is: (1) any executed Business Associate Agreement (solely as to PHI), (2) any executed Master Services Agreement, Enterprise Order Form, or Statement of Work, (3) any executed Data Processing Addendum, (4) these Terms, and (5) any other policies referenced herein.

2. Definitions

• "Agreement" means these Terms together with any order form, statement of work, addendum, or written agreement signed by the parties that incorporates these Terms.
• "BAA" means a Business Associate Agreement entered into between Customer and JetBridge that is signed by an authorized representative of each party.
• "Customer Application" means any software application, codebase, or other product that Customer or its representatives develop, build, deploy, or operate using the Services.
• "Customer Data" means data, content, code, prompts, files, documents, configuration, instructions, and other information that Customer or its Authorized Users submit to or generate within the Services, excluding JetBridge IP and Outputs to the extent JetBridge owns the underlying components.
• "Documentation" means the user guides, developer documentation, and policies made available by JetBridge for the Services.
• "Engineer Services" means any professional, development, security, audit, or other services performed by, through, or coordinated by JetBridge via JetBridge's vetted network of senior software engineers ("Engineers") through the Engineer Marketplace. Engineer Services may be structured as Outsourced Services or Outstaffed Services as set forth in Sections 11.1–11.7. Engagements of independent fractional Compliance Officers, Security Officers, Chief Technology Officers, and similar professionals (each, a "Fractional Officer") are NOT Engineer Services and are governed by Section 11.8 of these Terms and Section 7 of the BAA. JetBridge is the Tool provider for Fractional Officer engagements, not a marketplace facilitator, broker, or financial intermediary; the Engineer Marketplace covenants in Section 11.5 do not apply to Fractional Officer engagements.
• "Inputs" means prompts, instructions, code, data, files, and other inputs that Customer or its Authorized Users provide to the Platform or the Services.
• "Outputs" means the AI-generated code, scaffolding, components, suggestions, completions, configuration, documentation, and other outputs returned to Customer in response to Inputs.
• "Platform" means JetBridge AI, including the development environment, AI assistance, sandbox, prebuilt code components and integrations, synthetic data sets, and supporting infrastructure available at ai.jetbridge.com.
• "PHI" means "Protected Health Information" as defined under HIPAA.
• "Statement of Work" or "SOW" means a written document signed or accepted by both parties that describes a specific Engineer Services engagement, including the scope, deliverables, fees, schedule, structure (Outsourced or Outstaffed), and any project-specific terms.
• "Subscription Plan" means the tier, package, or plan to which Customer subscribes (including the free "Resident" tier and paid tiers), as published at https://ai.jetbridge.com/pricing and as may be modified by JetBridge.
• "Synthetic Data" means data sets generated, seeded, or licensed by JetBridge (such as Synthea-derived synthetic patient data) or by Customer that do not relate to any identifiable individual.

3. Eligibility, Accounts, and Authorized Users

You must be at least 18 years of age and capable of forming a legally binding contract to use the Services. The Services are intended for business and professional use; consumer or personal use is permitted only as expressly contemplated by these Terms.

You are responsible for: (a) ensuring that the information provided in connection with your account is accurate and current; (b) safeguarding your credentials, API keys, tokens, and other authentication factors; (c) all activity that occurs under your account, regardless of whether authorized; and (d) the acts and omissions of any employees, contractors, agents, or other persons who access or use the Services through your account or with your credentials ("Authorized Users"). Authorized Users must comply with these Terms, and you are responsible for their compliance.

JetBridge may, at its sole discretion, refuse, suspend, or terminate any account, registration, or access where it reasonably believes that the user has violated these Terms, applicable law, or has created risk of harm to the Services or other users.

4. Description of Services

4.1 The Platform

The Platform is an AI-assisted, healthcare-focused, "vibe-coding" development environment. The Platform may include, without limitation, AI-driven code generation, prebuilt UI components and patterns oriented toward healthcare use cases (including, by way of example, ICD-10 billing scaffolding, FHIR/HL7 components, audit and access-control scaffolding, e-signature and consent capture patterns, accessibility primitives, and similar features), prebuilt or seeded synthetic data sets, sandbox environments, and integrations to third-party data sources or systems.

Prebuilt components are starting points, not finished compliance. Customer expressly acknowledges that the Platform's prebuilt code, integrations, components, scaffolding, and security or compliance primitives (e.g., RBAC scaffolding, FHIR components, audit-log scaffolding, ICD-10 billing scaffolding, encryption defaults, accessibility scaffolding, breach playbook templates, and similar materials) are starting points intended to accelerate development. They are not a turnkey HIPAA-, HITRUST-, SOC 2-, or otherwise-compliant solution, are not a substitute for security review, compliance assessment, validation, or certification, and do not guarantee that any Customer Application is secure, compliant, fit for production, suitable for handling PHI or billing data, or ready for public-facing or commercial use.

4.2 Engineer Services

JetBridge offers Engineer Services to assist Customer in completing, securing, auditing, and productionizing Customer Applications. Engineer Services are governed by Section 11 and the applicable SOW. Customer is not required to use Engineer Services and may engage its own engineering personnel; however, Customer remains solely responsible for the security, compliance, and quality of any Customer Application.

4.3 Free Tier and Subscription Plans

JetBridge currently offers a free "Resident" tier and one or more paid Subscription Plans. Subscription Plans, fees, included usage, token allowances, rate limits, feature availability, and restrictions are described at https://ai.jetbridge.com/pricing and may be updated by JetBridge from time to time. Pricing changes will not retroactively affect fees previously paid for a then-current paid term but may take effect at any subsequent renewal or for any new usage. JetBridge may add, remove, change, or discontinue Subscription Plans, features, integrations, or capabilities at any time, including changes to free-tier availability and limits.

4.4 Beta, Preview, and Experimental Features

JetBridge may make beta, preview, alpha, experimental, or evaluation features available (collectively, "Beta Features"). Beta Features are provided "as is" and "as available," may be modified or withdrawn at any time, are not subject to service-level commitments, and may not be supported. JetBridge's liability with respect to Beta Features is limited as set forth in Section 17, and any obligations to provide Engineer Services, BAAs, or production-grade support do not apply to Beta Features.

5. Acceptable Use

Customer will not, and will not permit any Authorized User or third party to, do any of the following:

• use the Services in violation of any applicable law, regulation, third-party right, or these Terms;
• upload, input, transmit, store, or process PHI, real patient data, or other individually identifiable health information through the Platform absent a fully executed BAA with JetBridge that is then in effect;
• upload, input, transmit, or process data that includes payment card numbers, full social-security or government identifiers, biometric identifiers, or similar sensitive identifiers, except to the limited extent expressly permitted in writing;
• use the Services to develop or operate any application that touches PHI, billing data, payments, or that is public-facing, commercial, or operational, without first having that application reviewed, completed, secured, and validated by Engineer Services or by qualified engineering personnel, as further described in Section 8;
• reverse engineer, decompile, disassemble, copy (except as permitted by law), or attempt to derive the source code, models, weights, architecture, or trade secrets of the Services;
• use the Services to train, fine-tune, evaluate, or otherwise develop a competing AI model, foundation model, or AI-assisted development product;
• circumvent or attempt to circumvent any access, rate-limit, security, or usage controls of the Services;
• introduce viruses, malware, ransomware, or other malicious code into the Services;
• use the Services to send unsolicited communications, conduct phishing, perform credential stuffing or scraping (other than as expressly permitted by Documentation), or otherwise abuse third parties;
• use the Services in connection with applications or systems where failure could reasonably be expected to result in personal injury, severe environmental damage, or in any "high-risk" use such as life-support, medical-device control, autonomous safety-critical control, weapons systems, nuclear facilities, or air-traffic control, except where Customer has procured Engineer Services to validate fitness for that use and JetBridge has expressly approved such use in writing;
• use the Services to make decisions that produce legal or similarly significant effects on individuals without appropriate human review and applicable legal compliance;
• share, resell, sublicense, lease, or otherwise make the Services available to third parties except as expressly authorized; or
• remove, obscure, or alter any proprietary notices on the Services or Documentation.

JetBridge may monitor the Services for compliance with these Terms and may suspend or limit access to the Services in the event of suspected violation. Customer will cooperate with reasonable JetBridge investigations.

6. Intellectual Property

6.1 JetBridge IP

As between the parties, JetBridge owns and retains all right, title, and interest, including all intellectual property rights, in and to the Services, the Platform, the Documentation, JetBridge's prebuilt code components and templates, integrations, sandbox environments, Synthetic Data sets seeded or licensed by JetBridge, the AI models and weights used to power the Platform, telemetry, analytics, and any improvements, derivatives, modifications, and configurations thereof (collectively, "JetBridge IP"). Subject to these Terms and Customer's timely payment of fees, JetBridge grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during the term, to access and use the Services solely for Customer's internal business purposes.

6.2 Customer Data and Inputs

As between the parties, Customer retains all right, title, and interest in and to Customer Data and Inputs, subject to JetBridge's rights under these Terms. Customer grants JetBridge and its subprocessors a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, modify, create derivatives from, and otherwise process Customer Data and Inputs solely as necessary to provide, secure, monitor, support, and improve the Services and as further described in Section 7.

6.3 Outputs

Subject to Customer's compliance with these Terms and payment of applicable fees, JetBridge assigns to Customer all of JetBridge's right, title, and interest, if any, in and to the specific Outputs generated for Customer in response to Customer's Inputs, except for any pre-existing JetBridge IP, prebuilt components, templates, or third-party materials embedded in or referenced by such Outputs, which remain subject to their applicable licenses. Customer acknowledges that (a) AI models may produce similar or identical Outputs in response to similar Inputs by other users; (b) JetBridge does not represent or warrant that Outputs are unique to Customer; (c) Customer is solely responsible for reviewing, testing, validating, and verifying any Output before relying on, deploying, distributing, or otherwise using it; and (d) Outputs may include code or content that is incorrect, insecure, non-compliant, or that infringes third-party rights.

6.4 Feedback

If Customer or any Authorized User provides JetBridge with feedback, suggestions, evaluations, ideas, or proposed improvements relating to the Services (collectively, "Feedback"), JetBridge may use such Feedback for any purpose without restriction or compensation. Customer hereby grants JetBridge a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, transferable license to use, modify, and otherwise exploit Feedback.

7. AI Training, Telemetry, and Service Improvement

No training on PHI or real patient data. JetBridge will not train, fine-tune, or evaluate AI models on PHI or real patient data, regardless of source. To the extent any such information is identified in Customer Data or Inputs, JetBridge will treat it in accordance with the BAA (if executed) or, in the absence of a BAA, will quarantine, isolate, or delete the information in accordance with JetBridge’s incident-response procedures and these Terms.

Use of Usage Data, billing-system data, and Synthetic Data. Customer acknowledges and agrees that JetBridge may collect, retain, analyze, and use the following data to operate, secure, evaluate, develop, train, fine-tune, and improve the Platform, the Engineer Services, and any other JetBridge product or service: (a) usage and telemetry data, including prompt patterns, feature usage, error and performance metrics, latency, and token consumption; (b) billing-system data and transactional metadata (excluding cardholder data); (c) Synthetic Data, including data sets seeded or licensed by JetBridge; (d) Engineer-engagement metadata (excluding the substance of Customer code or end-user data); and (e) aggregated, anonymized, or de-identified data derived from any of the foregoing or from Customer Data and Inputs.

Inputs and Outputs. JetBridge will not use the substantive content of Customer Inputs or Outputs to train foundation AI models for the benefit of other customers, except where (i) Customer expressly opts in, (ii) the data has been de-identified and aggregated such that it cannot reasonably be used to identify Customer or any individual, or (iii) JetBridge is legally required to retain or disclose the data. JetBridge may use Inputs and Outputs to provide the Services, debug or resolve incidents, detect and prevent abuse and fraud, comply with law, and produce aggregated and de-identified analytics.

8. Customer Responsibilities; Compliance, Security, and Deployment

Customer is solely responsible for the architecture, security, compliance, accuracy, legality, fitness, deployment, operation, monitoring, and use of any Customer Application, regardless of whether such application incorporates Outputs, prebuilt components, integrations, or other portions of the Services.

8.1 Pre-Production Use Only Without Engineer Services

No public-facing, commercial, billing-touching, or PHI-touching deployment without engineering completion and review. Without limiting the foregoing, Customer agrees not to deploy, expose, distribute, sell, or otherwise make available any Customer Application that (a) is public-facing, (b) is used in any commercial offering, (c) processes, transmits, or stores billing data, payment data, or financial-account information, or (d) processes, transmits, or stores PHI or other patient or end-user health information, in each case unless and until the Customer Application has been completed, reviewed, hardened, and validated either (i) by Engineer Services performed under a SOW or (ii) by qualified engineering personnel engaged directly by Customer outside the Services. JetBridge strongly recommends use of Engineer Services for these purposes; however, Customer is free to engage its own qualified engineering personnel and remains solely responsible for the outcome.

8.2 No Compliance Certification

JetBridge does not certify Customer Applications as HIPAA-compliant, HITRUST-certified, SOC 2-compliant, GDPR-compliant, PCI-DSS-compliant, or otherwise compliant with any law or standard. Engineer Services may include compliance-oriented assessments or scaffolding, but no Engineer Services constitute a legal opinion, an accounting opinion, an audit, an attestation, or a certification, and no Engineer Services warrant compliance, security, or fitness of Customer Applications. Customer should retain its own legal, regulatory, and compliance counsel.

8.3 Customer Data Hygiene

Customer represents and warrants that Customer Data and Inputs (a) do not include PHI absent an executed BAA, (b) are submitted in compliance with applicable law and any third-party rights, (c) are accurate and lawfully obtained, and (d) are not the property of any third party that has not authorized Customer's use. Customer is responsible for backing up, exporting, and protecting Customer Data and Outputs.

9. PHI Prohibition; Synthetic Data; BAAs

The Platform is intended for development with Synthetic Data only. Customer will not submit, store, or transmit PHI through the Platform unless an executed BAA is in place between Customer and JetBridge. BAAs are offered solely to enterprise-tier Customers in JetBridge’s sole discretion and are subject to additional terms.

In the event Customer submits PHI to the Platform without an executed BAA, Customer (a) acknowledges that JetBridge is not acting as a business associate or subcontractor with respect to such information, (b) is solely responsible and liable for the unauthorized submission, including any required breach notification to affected individuals, regulators, or covered entities, and (c) will indemnify JetBridge for losses arising from such submission as set forth in Section 18.

10. Privacy and Data Protection

JetBridge's collection, use, and sharing of personal information in connection with the Services is described in our Privacy Policy, available on the JetBridge AI website. To the extent JetBridge processes personal data subject to the GDPR or similar laws on Customer's behalf, the parties will execute a Data Processing Addendum on terms reasonably acceptable to JetBridge.

11. Engineer Services

JetBridge's Engineer Services are made available subject to the following terms and any applicable SOW. Each SOW will specify whether the engagement is structured as Outsourced Services or Outstaffed Services. JetBridge reserves the right, in its sole discretion, to determine which model applies to any particular engagement.

11.1 Outsourced Services (Default Model)

Under the Outsourced Services model, Engineers (whether independent contractors of JetBridge or independent third parties introduced by JetBridge) perform discrete deliverables, projects, audits, or work product on a project basis, with JetBridge serving as the contracting party or, in JetBridge's discretion, as a referral intermediary that introduces Customer to the Engineer for a direct engagement. Where JetBridge is the contracting party, JetBridge's sole obligations are to deliver the agreed deliverables described in the SOW with reasonable care, and Customer's sole and exclusive remedies for any defective Outsourced Services are described in Section 11.5. Where JetBridge is acting as a referral intermediary, JetBridge's sole obligations are limited to making the introduction and providing reasonable vetting; Customer contracts directly with the Engineer, and JetBridge is not a party to that engagement.

11.2 Outstaffed Services (Staff Augmentation)

Under the Outstaffed Services model, JetBridge makes one or more Engineers available to perform services on a time-and-materials or dedicated basis under the direction of Customer. Customer assumes day-to-day operational direction and supervision of the Engineers' tasks, work scheduling, deliverables, and acceptance criteria, while the Engineers remain personnel of JetBridge or its subcontractors and not employees of Customer. JetBridge's sole obligations under the Outstaffed Services model are to identify and assign reasonably qualified Engineers in accordance with the SOW; JetBridge does not warrant the suitability, productivity, or output of any Outstaffed Engineer, does not guarantee any specific outcome, and is not responsible for the manner in which Customer directs the Engineers' work. Customer acknowledges that, where Customer directs and controls the manner of work, the engineering work product is delivered subject to Customer's direction and at Customer's risk.

11.3 Engineer Vetting; No Employment

JetBridge applies commercially reasonable vetting practices to Engineers in its network. Vetting is not a guarantee, certification, or warranty of skill, integrity, fitness for any particular project, or freedom from error. Engineers are independent contractors of JetBridge or its subcontractors (or, in the case of referral introductions, independent third parties); no Engineer is an employee, partner, joint-venturer, or agent of Customer, and no employment, agency, partnership, or joint-employer relationship is created between Customer and JetBridge or any Engineer. JetBridge is responsible for the proper classification, payment, tax withholding, benefits, and similar obligations applicable to Engineers it engages directly.

11.4 Customer Management of Engineers

Customer is solely responsible for the manner in which it engages, instructs, supervises, accepts work product from, and pays (where applicable) Engineers, including for the security, lawfulness, accuracy, and adequacy of the instructions and access it provides. Customer will not (a) treat any Engineer as an employee for tax, benefits, or labor purposes, (b) provide any Engineer with credentials, equipment, or access beyond what is necessary for the engagement, or (c) require any Engineer to violate law or these Terms.

11.5 Non-Circumvention; Non-Solicitation of Engineers

Customer agrees that it will not, directly or indirectly, attempt to hire, engage, contract with, retain, employ, or compensate any Engineer outside of the Platform once introduced to that Engineer through JetBridge. This covenant is a material inducement for JetBridge to make Engineers available and is essential to the business model of the Services.

Specifically, during the term of these Terms and for a period of twenty-four (24) months following the later of (a) Customer’s first introduction to an Engineer through the Platform or Engineer Services, or (b) the conclusion of any engagement involving that Engineer, Customer will not, and will cause its affiliates, employees, contractors, and representatives not to, directly or indirectly:

• engage, hire, retain, employ, contract with, or use the services of any Engineer who was introduced to Customer through the Platform or Engineer Services, except through JetBridge and pursuant to an executed SOW;
• solicit, induce, encourage, or attempt to cause any Engineer to terminate, modify, or refrain from entering into any relationship with JetBridge;
• refer, introduce, or recommend any Engineer to any third party for engagement outside of JetBridge;
• use, share, transmit, or repurpose any Engineer's identity, contact information, profile, work samples, references, vetting materials, or other information learned through the Platform for any purpose other than evaluating and conducting an engagement through JetBridge; or
• engage in any other action designed to circumvent, evade, or bypass the Platform, the Engineer Services, JetBridge's vetted-network model, or the fees that would otherwise be payable to JetBridge.

Liquidated damages and remedies. Customer acknowledges that JetBridge's damages arising from a breach of this Section would be difficult to quantify, and the parties agree that the following amounts represent a reasonable estimate of those damages and are not a penalty. For each breach involving a particular Engineer, Customer will pay JetBridge, on demand, a placement fee equal to the greater of (i) fifty percent (50%) of the Engineer's annualized total compensation (cash and non-cash) from Customer or any third party introduced by Customer in connection with the breach, or (ii) two hundred thousand U.S. dollars (US$200,000). The foregoing remedy is in addition to, and not in lieu of, any other remedy available to JetBridge at law or in equity, including injunctive relief without the requirement to post bond, attorneys' fees, and costs of enforcement. Customer further agrees that JetBridge will be entitled to expedited discovery and emergency relief from any court of competent jurisdiction notwithstanding Section 18.

Audit. Upon JetBridge's reasonable request and not more than twice in any twelve-month period, Customer will certify in writing its compliance with this Section and will produce reasonable documentation sufficient to demonstrate compliance, including organizational charts, payroll information (redacted as appropriate for confidentiality), and contractor lists, in each case relating to roles for which Customer has previously been introduced to one or more Engineers.

Survival. The covenants in this Section survive termination or expiration of these Terms and apply regardless of the reason for or manner of termination.

11.6 Engineer Services Warranty and Sole Remedy

JetBridge warrants that Engineer Services will be performed in a workmanlike manner consistent with industry standards. Customer's sole and exclusive remedy, and JetBridge's sole and exclusive obligation, for any breach of this warranty is, at JetBridge's option, (a) re-performance of the deficient services for a period not exceeding thirty (30) days from delivery, or (b) refund of fees paid to JetBridge for the deficient services. No Engineer Services are guaranteed to render any Customer Application secure, compliant, error-free, fit for any particular purpose, or production-ready, and JetBridge will have no liability for the use, deployment, operation, or outcomes of any Customer Application.

11.7 Customer Materials and Cooperation

Customer will provide JetBridge and Engineers with the access, materials, environments, instructions, decisions, approvals, and cooperation necessary to perform the Engineer Services. Delays attributable to Customer will not constitute a breach by JetBridge and may result in adjustments to fees or schedule. Customer represents and warrants that all materials, code, data, and credentials it provides may be used for the agreed purposes without infringing third-party rights or violating law.

11.8 Compliance Document Management Tool and Fractional Officer Engagements

JetBridge provides a Compliance Document Management Tool (the "Tool") that supports Customer's HIPAA program, including the creation, maintenance, and attestation of HIPAA Compliance Documents and supporting checklists. Separately and at Customer's option, Customer may engage independent fractional Compliance Officers, fractional Security Officers, fractional Chief Technology Officers, or similar professionals (each, a "Fractional Officer") to assist with Customer's compliance program, including by using the Tool. This Section 11.8 governs Fractional Officer engagements as they relate to the Services. Section 11.8 is intentionally STRUCTURED DIFFERENTLY FROM SECTIONS 11.1 through 11.7 (which govern Engineer Marketplace engagements): JetBridge acts as Tool provider only with respect to Fractional Officers, does not financially intermediate the engagement, and does not impose non-circumvention or non-solicitation covenants on the engagement. In the event of conflict between Sections 11.1–11.7 (including the non-circumvention covenants in Section 11.5) and this Section 11.8 with respect to Fractional Officer engagements, this Section 11.8 controls.

(a) JetBridge as Tool provider only. With respect to Fractional Officer engagements, JetBridge's role is limited to providing the Tool and, at JetBridge's option, surfacing a directory of Fractional Officers inside the Tool. JetBridge does not employ Fractional Officers; does not contract with Fractional Officers on Customer's behalf; does not direct, supervise, or control the professional advice, opinions, attestations, or work product of any Fractional Officer; does not act as a marketplace, broker, staffing agency, or intermediary in any Fractional Officer engagement; and is not a party to any agreement between Customer and a Fractional Officer. No employer-employee, principal-agent, partnership, joint-venture, or marketplace-facilitator relationship is created between JetBridge and any Fractional Officer, or between JetBridge and Customer with respect to a Fractional Officer engagement.

(b) Customer responsibility for hiring, supervision, payment, and termination. Customer is the contracting party with each Fractional Officer Customer engages and is solely responsible for: (i) identifying, evaluating, and selecting the Fractional Officer, including evaluating qualifications, references, licensure, and professional credentials; (ii) negotiating and accepting all engagement terms (scope, fees, schedule, deliverables) directly with the Fractional Officer; (iii) supervising performance, deliverables, and conduct; (iv) deciding whether to retain, expand, reduce, replace, or terminate the engagement at any time; (v) paying the Fractional Officer directly for services rendered; and (vi) the work product produced.

(c) HIPAA workforce treatment of Fractional Officers. Where a Fractional Officer needs access to Customer's ePHI on the Services in connection with the engagement (including, by way of example, to review the Customer's HIPAA Compliance Document with the builder, to attest to checklist items, or to conduct a security review of Customer's application), such access is governed by Customer's own access controls within Customer's JetBridge organization and Project. The Fractional Officer is, for purposes of HIPAA, a workforce member of Customer (or a subcontractor or business associate of Customer, as applicable based on the nature of the engagement) during the engagement. The Fractional Officer is not a Subcontractor of JetBridge under Section 3.4 of the BAA, and JetBridge has no obligation to enter into a business associate agreement with the Fractional Officer. Customer is responsible for any business associate agreement, confidentiality agreement, or other contractual arrangement Customer determines is required between Customer and the Fractional Officer. This provision aligns with Section 7.3 of the BAA.

(d) No JetBridge warranty for Fractional Officer engagements. JetBridge makes no representation or warranty, express or implied, regarding any Fractional Officer, including without limitation any representation or warranty regarding qualifications, licensure, professional advice given, work product produced, suitability for Customer's purpose, or fitness for any particular use. The Engineer Services warranty in Section 11.6 does not apply to Fractional Officer engagements. JetBridge does not vet, verify, or evaluate Fractional Officers beyond the basic facts of any directory listing, and any such listing is not an endorsement, certification, or recommendation. Customer is responsible for conducting its own due diligence.

(e) Two-sided Tool fees only; NO JetBridge fee on the engagement. JetBridge's only revenue with respect to a Fractional Officer engagement is the following Tool fees: (i) Customer pays JetBridge a Compliance Tool Access Fee for use of the Tool, as set out in the Order Form (which may bundle the Compliance Tool Access Fee into Customer's PHI tier subscription); and (ii) the Fractional Officer pays JetBridge a Fractional Officer Tool Usage Fee of five hundred U.S. dollars (US$500) per Customer engagement upon first use of the Tool with respect to that Customer. JetBridge does not charge the Fractional Officer any percentage fee, hourly fee, recurring fee, placement fee, finder's fee, or referral fee. Customer pays the Fractional Officer directly per the engagement terms agreed between Customer and the Fractional Officer; JetBridge does not collect, route, hold, or share in any portion of those fees, and does not act as a billing intermediary for the engagement.

(f) NO non-circumvention or non-solicitation covenant for Fractional Officer engagements. Notwithstanding any provision of these Terms (including the non-circumvention and non-solicitation covenants in Section 11.5 applicable to Engineers), Customer is NOT subject to any non-circumvention, exclusivity, non-solicitation, placement-fee, finder's-fee, or similar restrictive covenant with respect to any Fractional Officer engagement. Customer may engage, retain, expand, reduce, replace, or terminate any Fractional Officer at any time, may engage Fractional Officers introduced through the Tool's directory or sourced independently, and may continue any Fractional Officer engagement during, after, or independently of Customer's use of the Services, in each case without any obligation to JetBridge. The Fractional Officer is likewise free of any non-circumvention or non-solicitation obligation to JetBridge with respect to Customer. Section 11.5 (Non-Circumvention; Non-Solicitation of Engineers) does not apply to Fractional Officers, and any reference to "Engineer" in Section 11.5 does not include and shall not be construed to include any Fractional Officer.

(g) Allocation of liability and indemnification. Customer assumes all liability arising from Customer's engagement of any Fractional Officer, including without limitation: the work product produced; the professional advice or attestation given; any decision Customer makes based on such work product or advice; any act, error, or omission of the Fractional Officer; and any loss, damage, fine, or penalty resulting therefrom. Customer will defend, indemnify, and hold harmless the JetBridge Parties from and against any third-party claim, demand, suit, proceeding, loss, damage, fine, penalty, cost, or expense (including reasonable attorneys' fees) arising out of Customer's engagement of a Fractional Officer, except to the extent caused by JetBridge's gross negligence or willful misconduct in operating the Tool itself.

(h) No dispute resolution by JetBridge. Disputes between Customer and a Fractional Officer regarding fees, work product, deliverables, or quality of professional advice are between Customer and the Fractional Officer. JetBridge will reasonably assist with administrative matters (account access, removal of a Fractional Officer from a directory listing for material breach of any directory eligibility terms) but will not arbitrate professional disagreements.

(i) Survival. Customer's indemnification obligations under Section 11.8(g), and the disclaimers in Sections 11.8(a), 11.8(c), 11.8(d), and 11.8(f), survive termination or expiration of these Terms, the BAA, and any Underlying Agreement.

12. Confidentiality

"Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is identified as confidential or that should reasonably be understood to be confidential. Confidential Information of JetBridge includes the Services, Documentation, technology, model architecture, weights, prompts and prompt-engineering, pricing, roadmap, and security information. Confidential Information of Customer includes Customer Data and Inputs (excluding Outputs to the extent assigned to Customer).

Recipient will use Confidential Information only to exercise its rights and perform its obligations under the Agreement, will protect it with at least reasonable care, and will not disclose it to third parties except to its employees, contractors, and advisors with a need to know who are bound by confidentiality obligations no less protective than these Terms. Confidential Information does not include information that (a) is or becomes public through no fault of Recipient, (b) is rightfully known by Recipient without obligation, (c) is independently developed without use of Confidential Information, or (d) is rightfully obtained from a third party without restriction. Recipient may disclose Confidential Information as required by law or legal process, provided that Recipient gives Discloser prompt notice (where legally permitted) and reasonable cooperation to seek protective measures.

13. Fees, Taxes, and Payment

13.1 Fees

Customer will pay all fees specified in the applicable Subscription Plan, order form, or SOW. Subscription fees for paid plans are due in advance and are non-cancellable and non-refundable except as expressly set forth in these Terms. Engineer Services fees are billed as set forth in the SOW.

13.2 Pricing Changes

JetBridge may modify pricing, plan tiers, included usage, rate limits, or other commercial terms at any time, with such changes published at https://ai.jetbridge.com/pricing or otherwise communicated through reasonable means. Modifications will not retroactively affect fees paid for a then-current paid term but will apply to renewals, upgrades, downgrades, and additional purchases. JetBridge may also change, discontinue, or remove the free tier or any of its features at any time, including by imposing usage-based limits, rate limits, queuing, or paywalls.

13.3 Taxes

Fees are exclusive of taxes, levies, or duties of any kind. Customer is responsible for all sales, use, value-added, withholding, and similar taxes assessed against the Services, other than taxes based on JetBridge’s net income.

13.4 Late Payment

Undisputed amounts not paid when due will accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, plus reasonable collection costs (including attorneys’ fees). JetBridge may suspend the Services for non-payment after reasonable notice.

13.5 No Refunds

Except as expressly stated in these Terms, all fees are non-refundable and prepaid amounts are not refundable upon termination, downgrade, or non-renewal.

14. Term, Suspension, and Termination

These Terms commence on the earlier of Customer's acceptance or first use of the Services and continue until terminated as provided herein. Subscription Plans renew automatically for successive terms equal to the then-current term unless either party gives notice of non-renewal at least thirty (30) days before the end of the current term, except as otherwise set forth in an order form.

Either party may terminate the Agreement for material breach by the other party that remains uncured thirty (30) days after written notice describing the breach in reasonable detail. JetBridge may immediately suspend or terminate the Services, in whole or in part, without liability if (a) Customer materially breaches Sections 5, 6, 8, 9, or 12; (b) Customer's use of the Services creates a security, legal, or regulatory risk to JetBridge or its other customers; (c) Customer becomes insolvent or subject to bankruptcy proceedings; or (d) JetBridge is required to do so by law.

Upon termination, (i) Customer's right to access and use the Services ceases; (ii) Customer will pay all fees accrued through the effective date of termination; (iii) each party will return or destroy the other party's Confidential Information, except as required by law or backup retention; and (iv) provisions intended to survive termination, including Sections 6, 7, 8, 9, 10, 12, 13.4, 13.5, 14, 15, 16, 17, 18, 19, 20, and 21, will survive.

15. Disclaimers; "AS IS"

15.1 General Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, THE PLATFORM, THE PREBUILT CODE COMPONENTS, INTEGRATIONS, OUTPUTS, ENGINEER SERVICES, AND ANY DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. JETBRIDGE EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

JETBRIDGE DOES NOT WARRANT THAT THE SERVICES OR OUTPUTS ARE ERROR-FREE, UNINTERRUPTED, SECURE, COMPLIANT WITH ANY LAW OR STANDARD (INCLUDING HIPAA, HITRUST, SOC 2, GDPR, PCI-DSS, OR ANY STATE PRIVACY OR HEALTHCARE LAW), FREE FROM HARMFUL CODE OR VULNERABILITIES, OR FIT FOR ANY PARTICULAR USE; THAT OUTPUTS WILL BE ACCURATE, ORIGINAL, NON-INFRINGING, OR FREE FROM BIAS; OR THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS. CUSTOMER ASSUMES ALL RISK ARISING FROM ITS USE OF THE SERVICES, OUTPUTS, AND ANY CUSTOMER APPLICATION.

15.2 AI-Generated Output; Hallucinations

The Platform uses generative artificial intelligence and large language models. Customer expressly acknowledges and agrees that AI-generated Outputs can be inaccurate, incomplete, misleading, biased, outdated, fabricated, or otherwise wrong, a phenomenon commonly referred to as "hallucination." Hallucinations may include, without limitation, code that does not compile, run, or function as intended; references to non-existent libraries, packages, APIs, functions, classes, methods, parameters, configuration values, command-line flags, or documentation; fabricated citations, statutes, regulatory provisions, code-section numbers, identifiers, or authorities; incorrect medical, clinical, billing, coding (including ICD-10, CPT, HCPCS, SNOMED, LOINC), insurance, legal, regulatory, security, or compliance information; insecure code patterns, hard-coded credentials, deprecated cryptographic primitives, or vulnerabilities; and Outputs that infringe, misappropriate, or otherwise violate third-party intellectual-property or other rights.

CUSTOMER IS SOLELY RESPONSIBLE FOR INDEPENDENTLY REVIEWING, TESTING, VALIDATING, AND VERIFYING ALL OUTPUTS BEFORE RELYING ON THEM, DEPLOYING THEM, INCORPORATING THEM INTO ANY CUSTOMER APPLICATION, OR DISTRIBUTING THEM. JETBRIDGE MAKES NO REPRESENTATION OR WARRANTY THAT OUTPUTS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, SAFE, COMPLIANT, OR FIT FOR ANY PARTICULAR PURPOSE.

Customer further acknowledges that: (a) Outputs are probabilistic and may differ for identical or similar Inputs; (b) Outputs are not professional advice (legal, medical, clinical, billing, coding, accounting, security, or otherwise) and must not be used as a substitute for the judgment of qualified human professionals; (c) Customer must not rely on Outputs for any decision affecting patient care, clinical outcomes, billing or claims submissions, regulatory filings, financial transactions, or other consequential matters without appropriate human review and validation; and (d) Customer must implement appropriate human-in-the-loop oversight, testing, monitoring, guardrails, and governance for any use of Outputs. JetBridge will have no liability for any loss, damage, or harm arising from inaccurate, hallucinated, fabricated, or otherwise incorrect Outputs.

15.3 Third-Party Materials and Integrations

The Services may interoperate with, surface, or rely upon third-party software, models, APIs, data sources, or services (including, by way of example, third-party AI model providers, EHR systems, cloud-infrastructure providers, billing systems, and FHIR/HL7 endpoints). JetBridge does not control and is not responsible for any third-party material, and the availability, accuracy, security, and performance of third-party materials are governed by the applicable third party's terms.

16. Indemnification by Customer

Customer will defend, indemnify, and hold harmless JetBridge, its affiliates, and their respective officers, directors, employees, agents, contractors, and Engineers (the "JetBridge Parties") from and against any and all third-party claims, demands, suits, proceedings, losses, damages, fines, penalties, costs, and expenses (including reasonable attorneys' fees) (collectively, "Losses") arising out of or relating to: (a) Customer Data, Inputs, or any Customer Application; (b) Customer's or any Authorized User's violation of these Terms or applicable law; (c) Customer's submission of PHI absent an executed BAA, or Customer's failure to comply with HIPAA, state health-information laws, or any breach-notification obligation; (d) Customer's deployment, distribution, or operation of any Customer Application, whether or not completed by Engineer Services; (e) Customer's instructions to Engineers, supervision of Engineers, or use of Engineer Services deliverables; (f) any infringement or misappropriation claim arising from Customer Data or Customer's combination of Outputs with materials not provided by JetBridge; or (g) Customer's alleged or actual misclassification of any Engineer.

16.1 JetBridge Indemnification (Limited)

Subject to Section 17, JetBridge will defend Customer against any third-party claim alleging that the Platform, when used by Customer in accordance with these Terms and Documentation, directly infringes a U.S. patent, copyright, or trade secret of such third party (an "IP Claim"), and will pay damages and costs finally awarded by a court of competent jurisdiction or agreed in settlement. JetBridge's obligations exclude any IP Claim arising from: (i) Customer Data, Inputs, Outputs as combined with non-JetBridge materials, or any Customer Application; (ii) modifications to the Platform not made by JetBridge; (iii) use of Beta Features or use in combination with non-JetBridge products where the combination causes infringement; or (iv) use of the Platform after JetBridge has provided modifications or alternatives that would have avoided infringement. If the Platform becomes, or in JetBridge's reasonable opinion is likely to become, the subject of an IP Claim, JetBridge may, at its option and as Customer's sole and exclusive remedy: (1) procure the right for Customer to continue using the affected portion; (2) modify the Platform to be non-infringing; or (3) terminate the affected portion and refund the prorated portion of any prepaid fees for the unused term.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL JETBRIDGE OR ANY OF THE JETBRIDGE PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, OPPORTUNITY, ANTICIPATED SAVINGS, USE, OR DATA, OR FOR THE COST OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STATUTORY, OR OTHERWISE) AND EVEN IF JETBRIDGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE AGGREGATE LIABILITY OF JETBRIDGE AND THE JETBRIDGE PARTIES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WILL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS (US$100) OR (B) THE FEES ACTUALLY PAID BY CUSTOMER TO JETBRIDGE FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. MULTIPLE CLAIMS WILL NOT EXPAND THIS CAP.

Free Tier; Beta Features. For all use of the Services on a free tier (including the "Resident" tier) and for all Beta Features, JetBridge's aggregate liability is limited to one hundred U.S. dollars (US$100), and JetBridge will have no liability for indirect, incidental, special, consequential, exemplary, or punitive damages of any kind.

The limitations set forth in this Section 17 form an essential basis of the bargain between the parties and apply notwithstanding any failure of essential purpose of any limited remedy.

18. Dispute Resolution; Binding Arbitration; Class-Action Waiver

Informal resolution. Before initiating any formal dispute, the party with the claim will provide the other party with written notice describing the claim in reasonable detail and the relief sought. The parties will use good-faith efforts to resolve the dispute within sixty (60) days of such notice.

Binding arbitration. If the dispute is not resolved informally, the parties agree to resolve any and all disputes, claims, or controversies arising out of or relating to the Services or these Terms (each, a "Dispute") by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules (or, where applicable, its Consumer Arbitration Rules). The arbitration will be conducted by a single arbitrator before AAA in Hillsborough County, Florida, United States, in the English language. Judgment on the award may be entered in any court of competent jurisdiction.

Class-action waiver. THE PARTIES AGREE THAT EACH MAY BRING DISPUTES AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS OR REPRESENTATIVE PROCEEDING. IF THIS WAIVER IS HELD TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS SECTION 18 IS NULL AND VOID, AND THE DISPUTE WILL BE RESOLVED EXCLUSIVELY IN COURT AS DESCRIBED IN SECTION 19.

Mass-arbitration coordination. If twenty-five (25) or more similar arbitration claims are filed against JetBridge by or with the assistance of the same or coordinated counsel, the claims will be administered in batches of no more than fifty (50) at a time, with subsequent batches stayed pending completion of bellwether arbitrations and good-faith mediation among the parties. The parties shall reasonably cooperate to streamline procedure and minimize fees.

Exceptions. Notwithstanding the foregoing, either party may (a) bring an individual action in small-claims court, and (b) seek injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual property, confidentiality, or unauthorized use of the Services.

Time limit. Any Dispute must be filed within one (1) year after the cause of action arose; otherwise it is permanently barred.

19. Governing Law; Venue

These Terms and any Dispute (whether or not subject to arbitration) are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws provisions, and excluding the United Nations Convention on Contracts for the International Sale of Goods. To the extent that any Dispute is not subject to arbitration under Section 18, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Hillsborough County, Florida, United States, and waive any objection based on inconvenient forum. The Federal Arbitration Act governs the interpretation and enforcement of Section 18.

20. International Users; Export Controls; Sanctions

The Services are provided from the United States. Customer is responsible for compliance with all applicable U.S. and foreign laws, including U.S. export-control laws (including the Export Administration Regulations) and economic sanctions administered by the Office of Foreign Assets Control. Customer represents and warrants that (a) Customer is not located in, ordinarily resident in, or organized under the laws of any country or region subject to comprehensive U.S. sanctions; (b) Customer is not on any U.S. or applicable sanctions, denied-parties, or restricted-parties list; and (c) Customer will not use the Services in violation of applicable export-control or sanctions laws.

21. General Provisions

• Entire Agreement. These Terms, together with any order form, SOW, BAA, DPA, or written agreement signed by the parties, constitute the entire agreement between the parties with respect to the subject matter and supersede all prior or contemporaneous understandings, including any conflicting terms in Customer purchase orders or vendor portals (which are hereby rejected).
• Modifications by JetBridge. JetBridge may modify these Terms from time to time. Material modifications will be communicated through reasonable means, which may include in-app notice, email, or notice on the JetBridge AI website. Continued use of the Services after the effective date of any modification constitutes acceptance. If Customer does not agree, Customer must stop using the Services.
• No Modifications by Customer. No modification, amendment, or waiver of any provision of these Terms will be effective against JetBridge unless signed by an authorized representative of JetBridge. Click-wrap, shrink-wrap, browse-wrap, or vendor-portal terms (whether of Customer or its procurement systems) do not modify these Terms.
• Assignment. Customer may not assign or transfer the Agreement, by operation of law or otherwise, without JetBridge's prior written consent. JetBridge may assign these Terms in connection with a merger, acquisition, financing, reorganization, or sale of all or substantially all of its assets. Any prohibited assignment is void.
• No Waiver; Severability. No failure to exercise, or delay in exercising, any right will operate as a waiver. If any provision is held to be unenforceable, it will be modified to the minimum extent necessary to be enforceable, and the remaining provisions will remain in full force and effect.
• Force Majeure. Neither party will be liable for any delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, governmental actions, internet or utility outages, denial-of-service attacks, third-party model or infrastructure failures, pandemics, and similar events.
• Independent Contractors. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship.
• No Third-Party Beneficiaries. Except for the JetBridge Parties (who are intended third-party beneficiaries of the indemnification, limitation-of-liability, and disclaimer provisions), there are no third-party beneficiaries to these Terms.
• Notices. Notices to JetBridge must be sent to legal@jetbridge.com and to JetBridge Software Inc., c/o Legal, 201 N. Franklin St, Tampa, FL 33602, USA. Notices to Customer may be given by email to the address associated with Customer’s account or by in-app notice.
• Government Use. The Services are "commercial computer software" and the Documentation is "commercial computer software documentation." If Customer is a U.S. federal government entity or contractor, Customer's use is subject to FAR 12.212 and DFARS 227.7202, and Customer's rights are limited to those granted to all other end users.
• Headings; Drafting. Section headings are for convenience only and do not affect interpretation. The parties have had the opportunity to consult counsel and waive any rule of construction that ambiguities are resolved against the drafter.
• Trade Names. "JetBridge", "JetBridge AI", and related logos are trademarks of JetBridge. Customer may not use them without JetBridge's prior written consent.
• Survival. Provisions of these Terms that by their nature should survive termination will survive, including those relating to intellectual property, payment, confidentiality, disclaimers, indemnification, limitation of liability, dispute resolution, and miscellaneous matters.

22. Contact