Terms of Service

Terms of Service
Last Updated: May 20, 2025

Please read these Terms of Service (the “Terms”) carefully because the govern the use of the website located at DRG.ai (the “Site”) belonging DRG AI Inc. a Delaware corporation (together with its affiliates, “DRG,” “us,” “our,” and “we”)
and DRG’s products, services, features, properties and any content, products, services or other items offered in
connection therewith (collectively and together with the Site, the “Services”), unless a separate agreement or
agreements (collectively, the “Agreement”) exist between you and DRG, in which case the Agreement will control
thereafter against any documentation or other agreements or materials, including the Terms. If you do not agree to
these Terms, then you have no right to access or use the Services. All information we collect on this Site is subject to
our [Privacy Policy - HYPERLINK TO PRIVACY POLICY], which is incorporated herein by reference. By using the
Site, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. As
used herein, the term “you” (including any variant) refers to each individual who enters into these Terms on such
individual’s own behalf or any entity on behalf of which an individual enters into these Terms, in which case you
represent and warrant that you have the authority to bind that entity to the Terms (and in that case, “you” will refer to
the individual and that entity).
THE TERMS ARE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND DRG. BY ACCESSING,
BROWSING OR OTHERWISE USING THE SERVICES, YOU ARE ACCEPTING AND AGREEING TO BE
BOUND BY AND ABIDE BY THE TERMS, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE
RIGHT, AUTHORITY AND CAPACITY TO ENTER INTO AND AGREE TO THE TERMS (ON BEHALF OF
YOURSELF OR THE ENTITY THAT YOU REPRESENT).
The Service is not directed to or intended for use by children under eighteen (18) years of age.
YOU MAY NOT ACCESS OR USE THE SERVICE OR ACCEPT THE TERMS IF YOU ARE UNDER 18 YEARS
OLD. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THE TERMS, DO NOT ACCESS
AND/OR USE THE SERVICE.
THE TERMS REQUIRE THE USE OF ARBITRATION (SECTION 8.2) TO RESOLVE DISPUTES, RATHER
THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN
THE EVENT OF A DISPUTE.
DRG may modify the Terms from time to time, in which case DRG will post a new version on the Site and update the
“Last Updated” date above. Modifications to the Terms are effective when posted to the Site. Your continued use of the
Services following the posting of any changes constitutes your acceptance of such changes, and if you do not agree with
these changes, you must immediately stop using the Services. Because the Services are evolving over time, DRG may
change or discontinue all or any aspect of the Services, at any time and without notice, at DRG's sole discretion.
1. ACCESS TO THE SERVICE
1.1 License. Subject to these Terms, DRG grants you a non-transferable, non-exclusive, revocable,
limited license to use and access the Service solely for your own use.
1.2 Certain Restrictions. The rights granted to you in the Terms are subject to the following
restrictions: (a) you will not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially
exploit the Service, whether in whole or in part, or any content displayed on the Service; (b) you will not modify,
make derivative works of, disassemble, reverse compile or reverse engineer any part of the Service; (c) you will not
use or access the Service in order to develop similar or competitive content, products or services; (d) except as
expressly stated herein, no part of the Service may be copied, reproduced, distributed, republished, downloaded,
displayed, posted or transmitted in any form or by any means, (e) you will not use or access the Service in any way
that violates any applicable laws, and (f) you may not link to our Site homepage unless you do so in a way that is
fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a
way as to suggest any form of association, approval, or endorsement on our part without our express written consent.
Unless otherwise indicated, any future Service (including any aspect thereof) will be subject to the Terms. All
copyright and other proprietary notices embedded within or displayed on the Service must be retained.1.3 HIPAA. While DRG AI maintains HIPAA-compliant protocols for its Service, users are solely
responsible for ensuring that their use, storage, and transmission of patient data in connection with the Service
comply with all applicable federal, state, and local laws, including the Health Insurance Portability and
Accountability Act of 1996 (“HIPAA”). DRG AI shall not be liable for any data breaches or non-compliance arising
from the hospital’s failure to implement adequate data security measures.
1.4 Business Associate Relationship. Access to the Service is expressly conditioned upon the
execution of a separate Business Associate Agreement (“BAA”) between the user and DRG AI. By requesting
access to the Service, the user acknowledges and agrees that it must first enter into, and maintain in full force and
effect, a BAA with DRG AI. The BAA shall govern the handling, use, and protection of any Protected Health
Information (“PHI”) transmitted, processed, or stored in connection with the Service, and it shall set forth the
respective obligations and responsibilities of the parties in accordance with applicable federal and state laws,
including HIPAA. If a valid BAA is not executed and maintained, DRG AI reserves the right to deny or terminate
the user’s access to the Service without liability.
1.5 Modification. DRG reserves the right, at any time, to modify, suspend, or discontinue the Service
(in whole or in part) with or without notice to you. You acknowledge and agree that DRG will not be liable to you
or to any third party for any modification, suspension, or discontinuation of the Service or any part thereof.
1.6 No Support or Maintenance. You acknowledge and agree that DRG will have no obligation to
provide you with any support or maintenance in connection with the Service.
1.7 Ownership. Excluding any User Content (as defined below), you acknowledge and agree that all
the intellectual property rights, including without limitation rights in copyrights, patents, trademarks, and trade
secrets, in the Service and its content are owned by DRG or DRG’s licensors. Neither these Terms nor your access
to or use of the Service transfers to you or any third party any rights, title or interest in or to such intellectual
property rights, except for the limited access rights expressly set forth in Sections 1.1 and 1.2. DRG reserves all
rights not granted in the Terms. There are no implied licenses granted under the Terms.
1.8 Third-Party Providers. DRG may use third-party artificial intelligence (“AI”), cloud storage and
processing, and financial services providers to power some features of the Services. Your use of those features is
subject to such provider’s terms, which we will make available to you upon request.
2. USER CONTENT
2.1 User Content. “User Content” means any and all information and content that a user submits to,
or uses with, the Service. You are solely responsible for your User Content. You assume all risks associated with
use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any
disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant
that your User Content does not violate our Acceptable Use Policy under Section 2.3. You may not represent or
imply to others that your User Content is in any way provided, sponsored or endorsed by DRG. Because you alone
are responsible for your User Content, you may expose yourself to liability if, for example, your User Content
violates the Acceptable Use Policy. DRG is not obligated to backup any User Content, and your User Content may
be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own
backup copies of your User Content if you desire.
2.2 Accuracy of User Content. Users are solely responsible for ensuring that all data submitted to the
Service is accurate, complete, and compliant with applicable laws and regulations. Any errors, omissions, or
misrepresentations in submitted data are the sole responsibility of the user.
2.3 License. You hereby grant (and you represent and warrant that you have the right to grant) to
DRG an irrevocable, nonexclusive, royalty-free, fully paid, worldwide license to reproduce, distribute, publicly
display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your
User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User
Content in the Service. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions
of moral rights or attribution with respect to your User Content.
2.4 Acceptable Use Policy. The following terms constitute our “Acceptable Use Policy.”
(a) You agree not to use the Service to collect, upload, transmit, display, or distribute any
User Content (i) that violates any third-party right, including but not limited to, any copyright, trademark, patent,
trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii)
that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory,
false, likely to mislead or deceive, trade libelous, pornographic, obscene, patently offensive, promotes racism,
bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that
is harmful to minors in any way; or (iv) that is in violation of, or promotes or assists the violation of, any law,
regulation, or obligations or restrictions imposed by any third party.(b) In addition, you agree not to: (i) upload, transmit, or distribute to or through the Service
any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send
through the Service unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters,
pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii)
use the Service to harvest, collect, gather or assemble information or data regarding other users, including e-mail
addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks
connected to the Service, or violate the regulations, policies or procedures of such networks; (v) attempt to gain
unauthorized access to the Service (or to other computer systems or networks connected to or used together with the
Service), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and
enjoyment of the Service; or (vii) use software or automated agents or scripts to produce multiple accounts on the
Service, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Service
(provided, however, that we conditionally grant to the operators of public search engines revocable permission to
use spiders to copy materials from the Service for the sole purpose of and solely to the extent necessary for creating
publicly available searchable indices of the materials, but not caches or archives of such materials).(c) Patient Consent. Before entering or submitting any patient information, including PHI,
into the Service, you represent and warrant that you have obtained all necessary consents and authorizations from
the respective patients or their legally authorized representatives. You further represent and warrant that the
collection, use, storage, processing, and transmission of such patient data have been conducted in full compliance
with all applicable federal, state, and local laws, including but not limited to HIPAA and any other relevant privacy
regulations. You acknowledge that it is solely your responsibility to secure these consents, and DRG shall have no
liability for any claims, losses, or damages arising from your failure to obtain or maintain the required consents. By
using the Service, you agree to indemnify and hold harmless DRG from any and all claims related to the improper
collection or use of patient data, pursuant to Section 3 herein.(d) Verification. It is the user’s and its professional medical staff’s responsibility to
implement appropriate internal controls and review processes to verify that DRG codes generated by the Service are
accurate before invoicing insurance companies. DRG AI assumes no liability for any discrepancies identified post-
submission.
2.5 Enforcement. We reserve the right (but have no obligation) to review any User Content or user
activity, and to investigate and/or take appropriate action against you in our sole discretion if you violate the
Acceptable Use Policy or any other provision of the Terms or otherwise create liability for us or any other person.
Such action may include, but is not limited to, removing, modifying or refusing to publish your User Content,
terminating or suspending your access to the Service, disclosing and reporting your identity or other information
about you to law enforcement authorities or third-parties who claim that material violates their rights, and/or taking
any action that we deem necessary or appropriate in our sole discretion. YOU WAIVE AND HOLD HARMLESS
DRG FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY DRG DURING, OR TAKEN AS A
CONSEQUENCE OF, INVESTIGATIONS BY EITHER DRG OR LAW ENFORCEMENT AUTHORITIES.
However, we do not undertake to review all User Content before it is posted on the Site and cannot ensure prompt
removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or
inaction regarding transmissions, communications, or content provided by any user or third-party. We have no
liability or responsibility to anyone for performance or nonperformance of the activities described in this Section.
2.6 Feedback. If you provide DRG with any reports, comments, suggestions, ideas or other feedback
regarding the Service (“Feedback”), you do so without expectation of compensation and you hereby grant DRG a
perpetual, irrevocable, freely transferable, freely sublicensable, fully-paid, royalty-free right and license to such
Feedback and agree that DRG will have the right to use and fully exploit such Feedback and related information in
any manner it deems appropriate. Feedback is strictly voluntary and DRG will treat any Feedback you provide to
DRG as non-confidential and non-proprietary. You agree that you will not submit to DRG any information or ideas
that you consider to be confidential or proprietary.
2.7 Copyright Policy. DRG respects the intellectual property of others and asks that users of our
Service do the same. In connection with our Service, we have adopted and implemented a policy respecting
copyright law that provides for the removal of any infringing materials and for the termination, in appropriate
circumstances, of users of our online Service who are repeat infringers of intellectual property rights, including
copyrights. If you believe that one of our users is, through the use of our Service, unlawfully infringing the
copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the
form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:
1. your physical or electronic signature;
2. identification of the copyrighted work(s) that you claim to have been infringed;3. identification of the material on our services that you claim is infringing and that you request us to remove;
4. sufficient information to permit us to locate such material;
5. your address, telephone number, and e-mail address;
6. a statement that you have a good faith belief that use of the objectionable material is not authorized by the
copyright owner, its agent, or under the law; and
7. a statement that the information in the notification is accurate, and under penalty of perjury, that you are
either the owner of the copyright that has allegedly been infringed or that you are authorized to act on
behalf of the copyright owner.
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written
notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees
incurred by us in connection with the written notification and allegation of copyright infringement.
3. INDEMNIFICATION. You agree to indemnify and hold harmless DRG (and its officers, employees, and
agents), including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out
of (a) your use of the Service, (b) your User Content, (c) your violation of the Terms; or (d) your violation of
applicable laws or regulations. DRG reserves the right, at your expense, to assume the exclusive defense and control
of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these
claims. You agree not to settle any matter without the prior written consent of DRG. DRG will use reasonable
efforts to notify you of any claim, action or proceeding upon becoming aware of it.
4. THIRD-PARTY MATERIALS; OTHER USERS
4.1 Third-Party Materials. The Service may use or contain links to third-party applications,
websites and services, and/or sponsored links or display advertisements for third parties (collectively, “Third-Party
Materials”). Such Third-Party Materials are not under the control of DRG, and DRG is not responsible for any
Third-Party Materials. DRG does not review, approve, monitor, endorse, warrant, or make any representations with
respect to Third-Party Materials. You use all Third-Party Materials at your own risk, and should apply a suitable
level of caution and discretion in doing so. When you interact with any of the Third-Party Materials, the applicable
third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should
make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection
with such Third-Party Materials.
4.2 Other Users. Each user is solely responsible for any and all of its own User Content. Because we
do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether
provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, or quality of
any User Content. Your interactions with other users of the Service are solely between you and such users. You
agree that DRG will not be responsible for any loss or damage incurred as the result of any such interactions. If
there is a dispute between you and any user of the Service, we are under no obligation to become involved.
4.3 Release. You hereby release and forever discharge DRG (and our officers, employees, agents,
successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute,
claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature
(including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or
that relates directly or indirectly to, the Service (including any interactions with, or act or omission of, other users of
the Service or any Third-Party Materials). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE
CALIFORNIA CIVIL CODE 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES, “A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY
DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE
RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR
HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
5. DISCLAIMERS
5.1 Disclaimers.
THE SERVICE AND ALL COMPONENTS ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS,
AND DRG EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND,
WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT,
ACCURACY, OR NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE SERVICE OR ANY
COMPONENT WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED,TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES
OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY
WARRANTIES WITH RESPECT TO THE SERVICE OR ANY COMPONENT, ALL SUCH WARRANTIES
ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
THE OUTPUTS GENERATED BY OUR AI ARE INTENDED FOR INFORMATIONAL PURPOSES
ONLY AND ARE NOT A SUBSTITUTE FOR INDEPENDENT VERIFICATION BY QUALIFIED
PERSONNEL. USERS, INCLUDING HOSPITALS AND MEDICAL INSTITUTIONS, ASSUME FULL
RESPONSIBILITY FOR REVIEWING, VALIDATING, AND, IF NECESSARY, CORRECTING ALL AI-
GENERATED DRG CODES PRIOR TO INVOICING.
YOU ACKNOWLEDGE THAT THE AI FEATURES OF THE SERVICES MAY OCCASIONALLY GENERATE
INCORRECT OR UNRELIABLE INFORMATION. WE DO NOT GUARANTEE THE ACCURACY,
COMPLETENESS, OR USEFULNESS OF ANY OUTPUT GENERATED BY THE AI​. ANY INFORMATION
OR GUIDANCE PROVIDED BY THE AI IS FOR GENERAL INFORMATIONAL PURPOSES AND IS NOT
INTENDED AS PROFESSIONAL ADVICE. YOU SHOULD CONSULT QUALIFIED PROFESSIONALS
BEFORE MAKING DECISIONS BASED ON AI OUTPUT. DRG AI EXPRESSLY DISCLAIMS ANY
WARRANTY REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF THE AI OUTPUTS.
UNDER NO CIRCUMSTANCES SHALL DRG AI BE LIABLE FOR ANY ERRORS OR OMISSIONS IN THE
OUTPUT, NOR FOR ANY ADVERSE DECISIONS MADE SOLELY BASED ON THIS OUTPUT.
YOU UNDERSTAND THAT AI-GENERATED OUTPUTS MAY NOT BE UNIQUE TO YOU AND MIGHT BE
SIMILAR TO OUTPUTS PROVIDED TO OTHERS​. THE AI MAY ALSO PRODUCE CONTENT THAT IS
INCORRECT, OUT-OF-DATE, BIASED, OR OTHERWISE OFFENSIVE; SUCH CONTENT DOES NOT
REFLECT DRG’S VIEWS OR ADVICE​. YOU AGREE TO USE YOUR OWN JUDGMENT AND VERIFY
CRITICAL INFORMATION BEFORE RELYING ON ANY OUTPUT.
THE INFORMATION PRESENTED ON OR THROUGH THE SITE IS MADE AVAILABLE SOLELY FOR GENERAL INFORMATION
PURPOSES. WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THIS INFORMATION. ANY
RELIANCE YOU PLACE ON SUCH INFORMATION IS STRICTLY AT YOUR OWN RISK. WE DISCLAIM ALL LIABILITY AND
RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON SUCH MATERIALS BY YOU OR ANY OTHER VISITOR TO THE
SITE, OR BY ANYONE WHO MAY BE INFORMED OF ANY OF ITS CONTENTS. DRG MAY UPDATE THE CONTENT ON THE SITE
AND SERVICES FROM TIME TO TIME, BUT SUCH CONTENT IS NOT NECESSARILY COMPLETE OR UP TO DATE. ANY OF THE
MATERIAL ON THE SITE AND SERVICES MAY BE OUT OF DATE AT ANY GIVEN TIME, AND WE ARE UNDER NO OBLIGATION
TO UPDATE SUCH MATERIAL.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT
APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO
THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
6. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL DRG BE LIABLE TO YOU OR ANY THIRD PARTY FOR
ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT,
CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THE
TERMS, THE SERVICE OR ANY COMPONENTS, OR YOUR USE OF, OR INABILITY TO USE, THE SERVICE OR ANY
COMPONENTS, EVEN IF DRG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE
SERVICE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY LOSSES RESULTING
THEREFROM.
YOU ARE SOLELY RESPONSIBLE FOR ANY USE YOU MAKE OF THE SERVICE AND ANY RESULTS OBTAINED FROM IT. DRG
SHALL NOT BE LIABLE FOR DECISIONS OR ACTIONS YOU TAKE BASED ON AI-GENERATED OUTPUTS. YOU USE AND
RELY ON THE SERVICE AT YOUR OWN RISK​. IF YOU ARE DISSATISFIED WITH THE SERVICE, YOUR SOLE AND EXCLUSIVE
REMEDY IS TO DISCONTINUE USE.
NOTWITHSTANDING ANY PROVISION HEREIN, HOSPITALS AND INDIVIDUAL USERS ASSUME FULL
RESPONSIBILITY FOR ANY LOSSES, CLAIMS, OR DAMAGES ARISING FROM THE USE OF THE
SERVICE, INCLUDING ANY INACCURACIES IN THE AI-GENERATED DRG CODES. DRG AI’S TOTAL
LIABILITY UNDER THESE TERMS SHALL BE LIMITED AS EXPRESSLY SET FORTH, AND IN NO
EVENT SHALL DRG AI BE LIABLE FOR CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES.TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THE TERMS (FOR ANY CAUSE
WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (I)
THE AMOUNTS PAID BY YOU AND RETAINED BY DRG IN THE TRANSACTION GIVING RISE TO SUCH ACTION; OR (II) ONE
HUNDRED UNITED STATES DOLLARS (U.S. $100). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS
LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THE
TERMS.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE WEBSITE
MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF
ACTION OR CLAIM IS PERMANENTLY BARRED.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
7. TERM AND TERMINATION. Subject to this Section, the Terms will remain in full force and effect while you
use the Service. We may suspend or terminate your rights to use the Service at any time for any reason at our sole
discretion, including for any use of the Service in violation of the Terms. Upon termination of your rights under the
Terms, your right to access and use the Service will terminate immediately. Even after your rights under the Terms
are terminated, the following provisions of the Terms will remain in effect: Sections 1.3-1.6 and 2–9.
8. GENERAL
8.1 Changes. The Terms are subject to occasional revision, and if we make any substantial changes,
we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by
prominently posting notice of the changes on our Service. You are responsible for providing us with your most
current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any
reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such
notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to the Terms
will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if
applicable) or thirty (30) calendar days following our posting of notice of the changes on our Service. These
changes will be effective immediately for new users of our Service. Continued use of our Service following notice
of such changes will indicate your acknowledgement of such changes and agreement to be bound by the terms and
conditions of such changes.
8.2 Dispute Resolution. PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS.
The terms of this Section 8.2 (Dispute Resolution) are separately referred to herein as the “Arbitration Agreement.”
(a) Applicability of Arbitration Agreement. You agree that any dispute, claim, or request for
relief relating in any way to your access or use of the Service, to any products sold or distributed through the Service
or to any aspect of your relationship with DRG, will be resolved by binding arbitration, rather than in court, except
that (i) you may assert claims or seek relief in small claims court if your claims qualify; and (ii) you or DRG may
seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks,
trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement will apply, without
limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of the
Terms or any prior version of the Terms.(b) Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and
enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting
arbitration and describing your dispute or claim or request for relief to us at tech@drgbyai.com. The arbitration will
be conducted at the San Francisco office of JAMS, an established alternative dispute resolution provider. Disputes
involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest,
will be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at
http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes will be subject to JAMS’s most current
version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-
comprehensive-arbitration/; JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-
5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds
that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver
from JAMS, DRG will pay them for you. You may choose to have the arbitration conducted by telephone, based on
written submissions, or in person in the country where you live or at another mutually agreed location. Any
judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.(c) Authority of Arbitrator. The arbitrator will have exclusive authority to (i) determine the
scope and enforceability of this Arbitration Agreement and (ii) resolve any dispute related to the interpretation,applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion
that all or any part of this Arbitration Agreement is void or voidable. The arbitrator will decide the rights and
liabilities, if any, of you and us. The arbitration proceeding will not be consolidated with any other matters or joined
with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of
any claim. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy
or relief available to an individual under applicable law, the arbitral forum’s rules, and the Terms (including the
Arbitration Agreement). The arbitrator will issue a written award and statement of decision describing the essential
findings and conclusions on which the award is based, including the calculation of any damages awarded. The
arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have.
The award of the arbitrator is final and binding upon you and us.(d) Waiver of Jury Trial. YOU AND DRG HEREBY WAIVE ANY CONSTITUTIONAL
AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A
JURY. You and DRG are instead electing that all disputes, claims, or requests for relief will be resolved by
arbitration under this Arbitration Agreement, except as specified in Section 8.2(a). An arbitrator can award on an
individual basis the same damages and relief as a court and must follow the Terms as a court would. However, there
is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
(e) Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND
REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE
ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY
INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER
CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
If a decision is issued stating that applicable law precludes enforcement of any of this section’s limitations as to a
given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the
State or Federal Courts located in San Francisco County, California. All other disputes, claims, or requests for relief
will be arbitrated.(f) 30-Day Right to Opt Out. You have the right to opt out of the provisions of this
Arbitration Agreement by sending written notice of your decision to opt out to tech@drgbyai.com within thirty (30)
days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address,
your username (if any), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you
opt out of this Arbitration Agreement, all other parts of the Terms will continue to apply to you. Opting out of this
Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter
in the future, with us.(g) Severability. Except as provided in Section 8.2(e), if any part or parts of this Arbitration
Agreement are found under the law to be invalid or unenforceable, then such specific part or parts will be of no
force and effect and will be severed and the remainder of the Arbitration Agreement will continue in full force and
effect.(h) Survival of Agreement. This Arbitration Agreement will survive the termination of yourrelationship with us.(i) Modification. Notwithstanding any provision in the Terms to the contrary, we agree that
if we make any future material change to this Arbitration Agreement, you may reject that change within thirty (30)
days of such change becoming effective by writing us at tech@drgbyai.com and expressly opting out of such
change.
8.3 Governing Law; Venue. The Terms will be governed by the internal law of the State of
Delaware, without regard to conflict of law principles that would result in the application of any law other than the
law of the State of Delaware. The Parties agree that the exclusive jurisdiction of any actions arising out of this
Agreement and not applicable to Section 8.2 will be in the state or federal courts, as applicable, located in San
Francisco County, California.
8.4 Export; Geographic Restrictions.
(a) The Service may be subject to U.S. export control laws and may be subject to export or
import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S.
technical data acquired from DRG, or any products utilizing such data, in violation of the U.S. export laws or
regulations.(b) DRG is based in the State of California in the U.S. We provide this Site for use only by
persons located in the U.S. We make no claims that the Site or any of its content is accessible or appropriate outside
of the U.S.. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from
outside the U.S., you do so on your own initiative and are responsible for compliance with local laws.8.5 Disclosures and Complaints. DRG is located at the address in Section 8.9. If you are a resident
of the U.S., you may have additional rights to disclosures and complains under the laws of your state in which you
reside. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division
of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 1625 N.
Market Blvd, Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
8.6 Electronic Communications. The communications between you and DRG use electronic means,
whether you use the Service or send us emails or messages through third-party messaging platforms, or whether
DRG posts notices on the Service or communicates with you via email or messages through third-party messaging
platforms. For contractual purposes, you (a) consent to receive communications from DRG in an electronic form;
and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that DRG
provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in
a hardcopy writing. The foregoing does not affect your non-waivable rights.
8.7 Entire Terms; Separability. The Terms constitute the entire agreement between you and us
regarding the use of the Service, other than the Agreement if applicable. Our failure to exercise or enforce any right
or provision of the Terms will not operate as a waiver of such right or provision. The section titles in the Terms are
for convenience only and have no legal or contractual effect. The word “including” means “including without
limitation.” If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other
provisions of the Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so
that it is valid and enforceable to the maximum extent permitted by law. The Terms, and your rights and obligations
herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without DRG’s prior written
consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null
and void. DRG may freely assign the Terms. The terms and conditions set forth in the Terms will be binding upon
assignees.
8.8 Copyright/Trademark Information. The DRG trademarks, logos and service marks, and all
related names, logos, product and service names, designs, and slogans (“Marks”) are DRG’s property or the property
of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of
such third-party which may own the Marks.
8.9 Contact Information:
DRG AI INC.
Address:
500 N Central Ave Suite 600
Glendale, CA 91203
Email: tech@drgbyai.com