Terms of Service

For the purposes of these Terms of Service, the following definitions shall apply:

"AGen MD" (also referred to as "Company," "we," "us," or "our") means AGen MD LLC, a limited liability company organized and existing under the laws of the State of Wyoming, together with its parent companies, subsidiaries, affiliates, members, managers, officers, directors, employees, contractors, agents, partners, licensors, successors, and assigns, individually and collectively.

"Client" (also referred to as "you," "your," "User," or "Subscriber") means any individual, entity, healthcare provider, provider network, telehealth operator, pharmacy, pharmacy network, or any other party that accesses, uses, subscribes to, or otherwise interacts with any AGen MD services, platform, website, application, or API.

"Services" means all products, software, platforms, applications, APIs, integrations, tools, features, content, support, and any other offerings provided by AGen MD, whether accessed through the website, mobile applications, APIs, or any other means.

"Platform" means the AGen MD electronic health records (EHR) system, telehealth infrastructure, pharmacy management tools, provider network management tools, APIs, and all associated software, interfaces, and services.

"Provider" means any licensed healthcare professional, medical practitioner, clinician, or other authorized individual who uses the Platform to deliver healthcare services.

"Protected Health Information" or "PHI" has the meaning ascribed to it under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and its implementing regulations.

"Network" means any provider network, pharmacy network, telehealth network, or other organized group of healthcare entities utilizing the Platform.

2.1. By creating an account, subscribing to any plan, accessing the Platform, using any API, or otherwise engaging with AGen MD Services, you represent and warrant that: (a) you are at least 18 years of age; (b) you have the legal capacity and authority to enter into a binding agreement; (c) if acting on behalf of an entity, you have the authority to bind that entity to these Terms; (d) you will comply with all applicable local, state, federal, and international laws and regulations; and (e) all information you provide to AGen MD is accurate, current, and complete.

2.2. These Terms constitute a legally binding agreement between you and AGen MD. Your continued use of the Services following any modifications to these Terms constitutes acceptance of those modifications. AGen MD reserves the right to modify, amend, supplement, or replace these Terms at any time, with or without prior notice. It is your sole responsibility to review these Terms periodically for changes.

2.3. These Terms apply in addition to, and do not supersede, any separate Business Associate Agreement ("BAA"), Master Services Agreement ("MSA"), Service Level Agreement ("SLA"), or other written agreement between you and AGen MD. In the event of a conflict between these Terms and any such separate agreement, the separate agreement shall control to the extent of the conflict.

3.1. AGen MD provides a technology platform that includes, but is not limited to: electronic health records (EHR) systems, telehealth video conferencing infrastructure, e-prescribing tools, pharmacy management systems, provider network management tools, patient portal solutions, API integrations, data interoperability services, analytics and reporting tools, billing and revenue cycle management tools, and related technology services.

3.2. AGen MD is a technology services company and does NOT provide medical advice, diagnoses, treatments, or any form of healthcare services. AGen MD does not practice medicine, pharmacy, nursing, or any other licensed healthcare profession. The Platform is a tool designed to facilitate the delivery of healthcare services by independently licensed providers and entities.

3.3. All clinical decisions, medical judgments, treatment plans, prescriptions, and patient care activities are the sole responsibility of the licensed healthcare providers and entities using the Platform. AGen MD has no control over, and assumes no responsibility for, the quality, safety, legality, or appropriateness of any healthcare services delivered through or facilitated by the Platform.

3.4. AGen MD does not verify, endorse, certify, or guarantee the qualifications, credentials, licenses, or competency of any provider, pharmacy, or entity using the Platform. Each Client is solely responsible for verifying the credentials, licenses, and qualifications of any provider or entity with which they interact through the Platform.

3.5. All transactions conducted through the Platform, including but not limited to purchases by licensed providers, prescriptions, referrals, and billing, are transactions between the relevant parties (e.g., provider and patient, pharmacy and provider). AGen MD is not a party to these transactions and bears no responsibility or liability for them.

4.1. Providers who elect to join the AGen MD platform and utilize its network partners, pharmacy partners, or any in-network resources do so entirely at their own risk and discretion. AGen MD takes no ownership of, and assumes no responsibility for, the independent business operations of providers who use the Platform.

4.2. Each provider operates their own independent medical practice and business. Providers are solely responsible for: (a) maintaining all required licenses, certifications, and credentials; (b) complying with all applicable healthcare laws, regulations, and standards of care; (c) obtaining informed consent from patients; (d) maintaining appropriate malpractice insurance; (e) ensuring the accuracy and completeness of all clinical documentation; (f) all billing, coding, and claims submission; (g) compliance with the Anti-Kickback Statute, Stark Law, and all other applicable fraud and abuse laws; and (h) all patient care decisions and outcomes.

4.3. Network operators (including provider networks, pharmacy networks, and telehealth operators) are solely responsible for: (a) credentialing and privileging of their network participants; (b) quality assurance and peer review; (c) compliance with network adequacy requirements; (d) contractual relationships with network participants; (e) payer contracting and reimbursement; and (f) all regulatory compliance applicable to their network operations.

4.4. Pharmacies and pharmacy networks are solely responsible for: (a) maintaining all required pharmacy licenses and permits; (b) compliance with all state and federal pharmacy laws and regulations; (c) drug utilization review and patient counseling; (d) controlled substance management and DEA compliance; (e) 340B program compliance (if applicable); (f) prescription verification and dispensing accuracy; and (g) all aspects of pharmaceutical care delivery.

5.1. Access to certain features of the Platform requires a paid subscription. Subscription plans, pricing, and features are described on the Pricing page and may be modified by AGen MD at any time. Changes to pricing will be communicated to existing subscribers at least thirty (30) days before taking effect for their next billing cycle.

5.2. By subscribing to a paid plan, you authorize AGen MD to charge your designated payment method on a recurring basis (monthly or annually, as selected) until you cancel your subscription. All fees are quoted in United States Dollars (USD) unless otherwise specified.

5.3. All fees are non-refundable except as expressly provided herein or as required by applicable law. AGen MD does not provide refunds for partial months or years of service, unused features, or downgrade of plans. In the event of a dispute regarding charges, you must notify AGen MD in writing within thirty (30) days of the disputed charge.

5.4. AGen MD reserves the right to suspend or terminate your access to the Services for non-payment. If your account is past due, AGen MD may charge interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is less) on all outstanding balances.

5.5. You are responsible for all taxes, duties, and levies associated with your use of the Services, excluding taxes based on AGen MD's net income.

6.1. The Platform may integrate with, connect to, or provide access to third-party services, applications, APIs, networks, pharmacies, laboratories, clearinghouses, payers, and other external systems ("Third-Party Services"). These Third-Party Services are provided by independent companies and entities that are not owned, controlled, or operated by AGen MD.

6.2. AGen MD makes no representations, warranties, or guarantees regarding any Third-Party Services. Any claims, fulfillment, services rendered, products provided, or obligations undertaken by third parties are the sole responsibility of those third parties. AGen MD shall not be liable for any acts, omissions, errors, delays, or failures of any Third-Party Service.

6.3. Any partners, referral partners, network partners, pharmacy partners, technology partners, or other affiliated entities referenced on the Platform or in AGen MD communications are independent third-party companies. All due diligence regarding these or any other companies should be conducted solely by the party engaging with them. AGen MD does not endorse, guarantee, or assume responsibility for any third-party partner.

6.4. Your use of any Third-Party Service is governed by that third party's own terms of service, privacy policy, and other applicable agreements. AGen MD is not a party to any agreement between you and any third party.

8.1. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. AGEN MD SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

8.2. AGEN MD DOES NOT WARRANT THAT: (A) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE, RELIABLE, OR COMPLETE; (D) ANY ERRORS IN THE SERVICES WILL BE CORRECTED; OR (E) THE SERVICES WILL BE COMPATIBLE WITH ANY PARTICULAR HARDWARE, SOFTWARE, OR NETWORK CONFIGURATION.

8.3. AGEN MD DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY CLINICAL DECISION SUPPORT TOOLS, DRUG INTERACTION DATABASES, FORMULARY INFORMATION, CODING SUGGESTIONS, OR OTHER CLINICAL REFERENCE MATERIALS AVAILABLE THROUGH THE PLATFORM. ALL CLINICAL DECISIONS MUST BE INDEPENDENTLY VERIFIED BY QUALIFIED HEALTHCARE PROFESSIONALS.

8.4. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM AGEN MD OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

9.1. All intellectual property rights in the Platform, Services, software, APIs, documentation, designs, logos, trademarks, trade names, and all related materials are and shall remain the exclusive property of AGen MD and its licensors. Nothing in these Terms grants you any right, title, or interest in AGen MD's intellectual property except for the limited license to use the Services as expressly provided herein.

9.2. You retain ownership of all data, content, and information that you submit, upload, or transmit through the Platform ("Client Data"). By using the Services, you grant AGen MD a non-exclusive, worldwide, royalty-free license to use, process, store, and transmit Client Data solely for the purpose of providing the Services and as otherwise described in our Privacy Policy.

9.3. You shall not: (a) copy, modify, adapt, or create derivative works of the Platform or any part thereof; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform; (c) sublicense, sell, resell, transfer, assign, or distribute the Platform; (d) use the Platform to build a competing product or service; or (e) remove, alter, or obscure any proprietary notices on the Platform.

9.4. AGen MD may use anonymized, de-identified, and aggregated data derived from your use of the Services for purposes of improving the Platform, developing new features, conducting research, and generating industry benchmarks, provided that such data cannot reasonably be used to identify you or any individual.

10.1. AGen MD implements commercially reasonable administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of data processed through the Platform. However, no system is completely secure, and AGen MD cannot guarantee absolute security.

10.2. You are solely responsible for: (a) maintaining the confidentiality of your account credentials; (b) implementing appropriate access controls within your organization; (c) ensuring that your use of the Platform complies with all applicable privacy and data protection laws; (d) obtaining all necessary consents from patients and other individuals whose data you process through the Platform; and (e) reporting any suspected security incidents to AGen MD promptly.

10.3. Your use of the Platform is also governed by our Privacy Policy, which is incorporated herein by reference. Please review our Privacy Policy carefully to understand our practices regarding the collection, use, and disclosure of your information.

10.4. If you are a Covered Entity or Business Associate under HIPAA, your use of the Platform involving Protected Health Information (PHI) shall be governed by a separate Business Associate Agreement (BAA) between you and AGen MD. You must execute a BAA before transmitting any PHI through the Platform.

11.1. Either party may terminate these Terms at any time for any reason or no reason by providing written notice to the other party. Termination of a paid subscription will take effect at the end of the current billing period.

11.2. AGen MD may immediately suspend or terminate your access to the Services without prior notice if: (a) you breach any provision of these Terms; (b) you fail to pay any fees when due; (c) AGen MD reasonably believes your use of the Services poses a security risk or may harm other users; (d) your use of the Services violates applicable law; or (e) AGen MD is required to do so by law or regulation.

11.3. Upon termination: (a) all rights and licenses granted to you under these Terms shall immediately cease; (b) you must immediately stop using the Services; (c) AGen MD may delete your account and associated data after a reasonable retention period (typically 30 days); and (d) you remain liable for all fees incurred prior to termination.

11.4. The following provisions shall survive termination: Sections 7 (Limitation of Liability and Hold Harmless), 8 (Disclaimer of Warranties), 9 (Intellectual Property), 12 (Dispute Resolution), 13 (Governing Law), and any other provisions that by their nature should survive termination.

12.1. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL.

12.2. Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, shall first be submitted to good-faith mediation. If mediation is unsuccessful within sixty (60) days, the dispute shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules.

12.3. The arbitration shall be conducted by a single arbitrator with experience in technology and healthcare disputes. The arbitration shall take place in the State of Wyoming, United States, unless the parties mutually agree to a different location. The language of the arbitration shall be English.

12.4. YOU AND AGEN MD AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. The arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.

12.5. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with the arbitration, unless the arbitrator determines that a party's claims or defenses were frivolous, in which case the arbitrator may award reasonable attorneys' fees to the prevailing party.

13.1. These Terms shall be governed by and construed in accordance with the laws of the State of Wyoming, United States, without regard to its conflict of law provisions.

13.2. To the extent that any dispute is not subject to arbitration as provided in Section 12, you consent to the exclusive jurisdiction and venue of the state and federal courts located in the State of Wyoming for the resolution of any such dispute.

13.3. You waive any objection to the exercise of jurisdiction over you by such courts and to venue in such courts based on inconvenient forum or any other basis.

14.1. While AGen MD designs its Platform with healthcare regulatory requirements in mind, AGen MD does not guarantee compliance with any specific healthcare law, regulation, or standard, including but not limited to HIPAA, HITECH, the Anti-Kickback Statute, Stark Law, state telemedicine laws, state pharmacy laws, DEA regulations, FDA regulations, CMS Conditions of Participation, Joint Commission standards, or any other federal, state, or local healthcare regulation.

14.2. Each Client is solely responsible for ensuring that their use of the Platform complies with all applicable laws and regulations in their jurisdiction(s) of operation. AGen MD strongly recommends that all Clients consult with qualified legal counsel regarding their specific compliance obligations.

14.3. AGen MD's descriptions of its Platform as "compliance-capable," "compliance-ready," or similar language indicates that the Platform includes features and configurations that may assist with compliance efforts, but does not constitute a representation or warranty of actual compliance with any specific law or regulation.

15.1. AGen MD shall not be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay results from circumstances beyond AGen MD's reasonable control, including but not limited to: acts of God, natural disasters, pandemics, epidemics, war, terrorism, riots, civil unrest, government actions, embargoes, sanctions, labor disputes, strikes, fire, flood, earthquake, power outages, internet or telecommunications failures, cyberattacks, or any other event beyond AGen MD's reasonable control.

16.1. Entire Agreement. These Terms, together with the Privacy Policy, any applicable BAA, MSA, SLA, and any other agreements referenced herein, constitute the entire agreement between you and AGen MD regarding the subject matter hereof and supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written.

16.2. Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.

16.3. Waiver. The failure of AGen MD to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of AGen MD.

16.4. Assignment. You may not assign or transfer these Terms or any rights or obligations hereunder without the prior written consent of AGen MD. AGen MD may assign these Terms without restriction.

16.5. Notices. All notices required or permitted under these Terms shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses specified in your account or as otherwise designated in writing.

16.6. Independent Contractors. The relationship between you and AGen MD is that of independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, franchise, or employment relationship between the parties.

16.7. No Third-Party Beneficiaries. These Terms are for the benefit of the parties hereto and their respective successors and permitted assigns, and are not intended to confer any rights or remedies upon any third party, except that the AGen MD Parties are intended third-party beneficiaries of Section 7.

If you have any questions, concerns, or requests regarding these Terms of Service, please contact us at: