Last updated: January 1, 2025
These Terms of Service ("Terms") constitute a legally binding agreement between you (the "Customer," "User," or "you") and Pegasi, Inc. ("Pegasi," "we," "us," or "our"), a corporation incorporated in the State of Delaware, with its principal place of business at 6550 Fannin Street, Suite 1800, Houston, TX 77030. These Terms govern your access to and use of Pegasi's health data intelligence platform, software applications, APIs, websites, and related services (collectively, the "Platform").
By accessing or using the Platform, or by clicking a button or checking a box that references these Terms, you agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you are using the Platform on behalf of an organization, you represent that you have the authority to bind that organization to these Terms, and references to "you" include both you individually and that organization.
If you do not agree to these Terms, you must not access or use the Platform.
The following capitalized terms have the meanings set forth below:
Subject to these Terms and your timely payment of all applicable fees, Pegasi grants you a limited, non-exclusive, non-transferable, non-sublicensable license during the Subscription Term to access and use the Platform solely for your internal business operations related to cancer diagnostics, clinical decision support, and health data analysis at your authorized health care facilities.
You shall not, and shall not permit any Authorized User or third party to:
You are responsible for all actions and omissions of your Authorized Users in connection with their use of the Platform. You shall ensure that Authorized Users comply with these Terms and maintain the confidentiality of their login credentials. You shall promptly notify Pegasi of any unauthorized use of credentials or any other known or suspected security breach.
Pegasi may, at its discretion, update, modify, or discontinue features of the Platform at any time. We will endeavor to provide reasonable advance notice of material changes. Continued use of the Platform following such notice constitutes your acceptance of the updated features.
To the extent that Pegasi will access, use, or disclose PHI in the course of providing the Platform, the parties shall enter into a Business Associate Agreement ("BAA") prior to the processing of any PHI. These Terms do not constitute a BAA. No PHI shall be uploaded to or processed by the Platform until a fully executed BAA is in place between the parties.
You represent and warrant that you are a "covered entity" or a "business associate" as those terms are defined under HIPAA, and that you have the legal authority to use the Clinical Data you provide to Pegasi. You shall be solely responsible for obtaining all necessary patient authorizations, consents, or waivers required under applicable law prior to uploading any Clinical Data to the Platform.
THE PLATFORM IS A DECISION SUPPORT TOOL ONLY. PLATFORM OUTPUT IS NOT INTENDED TO CONSTITUTE MEDICAL DIAGNOSES, CLINICAL OPINIONS, OR TREATMENT RECOMMENDATIONS, AND SHOULD NOT BE USED AS THE SOLE BASIS FOR ANY CLINICAL DECISION. ALL CLINICAL DETERMINATIONS REMAIN THE RESPONSIBILITY OF THE QUALIFIED LICENSED HEALTHCARE PROFESSIONAL CARING FOR THE PATIENT.
Pegasi's Platform is offered as a Software as a Medical Device ("SaMD") subject to applicable U.S. Food and Drug Administration ("FDA") regulations. Customer shall use the Platform only in accordance with its cleared or authorized intended use, as stated in the applicable FDA clearance documentation and provided to Customer prior to or at the time of Platform activation.
Customer shall pay the subscription fees set forth in the applicable Order Form in accordance with the payment terms stated therein. Unless otherwise specified in the Order Form, fees are due net thirty (30) days from the date of invoice. All fees are stated in United States Dollars.
All fees are exclusive of any applicable sales, use, value-added, withholding, or similar taxes ("Taxes"). Customer is responsible for paying all Taxes associated with its purchases under these Terms, excluding Taxes based on Pegasi's income. If Pegasi is required to collect Taxes on Customer's behalf, Pegasi will invoice Customer for the applicable amount.
Any amounts not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower, from the due date until paid. Pegasi reserves the right to suspend access to the Platform upon thirty (30) days' written notice for any undisputed overdue amounts.
Pegasi may change its fee schedule upon at least sixty (60) days' written notice prior to the start of any renewal Subscription Term. Continued use of the Platform following the effective date of any fee change constitutes acceptance of the new fees.
All fees paid are non-refundable except as expressly stated in these Terms or as required by applicable law. Cancellation of a subscription does not entitle Customer to a refund of any pre-paid fees covering the remainder of the then-current Subscription Term.
As between Pegasi and Customer, Pegasi owns all right, title, and interest in and to the Platform, all underlying software, algorithms, models, methodologies, Documentation, and all intellectual property rights therein (collectively, "Pegasi IP"). These Terms do not transfer any ownership rights in Pegasi IP to Customer. Customer's rights are limited to the license expressly granted in Section 2.1.
As between Pegasi and Customer, Customer retains all right, title, and interest in and to the Clinical Data and all other data Customer or its Authorized Users submit to the Platform ("Customer Data"). Customer grants Pegasi a limited, non-exclusive license to access, process, and use Customer Data solely to provide the Platform and related support services and for the purposes described in the BAA.
Customer acknowledges and agrees that Pegasi may collect, compile, and use De-Identified Data and aggregated, non-identifiable statistical information derived from Customer's use of the Platform ("Aggregate Data") for the purposes of operating and improving the Platform, developing new features, and publishing industry research and benchmarks. Aggregate Data will not identify Customer or any individual patient. Pegasi owns all right, title, and interest in and to Aggregate Data.
If Customer or any Authorized User submits suggestions, enhancement requests, recommendations, or other feedback regarding the Platform ("Feedback"), Customer grants Pegasi a perpetual, irrevocable, royalty-free, worldwide license to use, incorporate, and otherwise exploit such Feedback in connection with the Platform and Pegasi's products and services, without restriction and without obligation to Customer.
Each party (the "Receiving Party") agrees to keep confidential all non-public, proprietary, or commercially sensitive information disclosed by the other party (the "Disclosing Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure ("Confidential Information"). The Receiving Party shall use Confidential Information solely for the purposes of performing its obligations or exercising its rights under these Terms.
Confidentiality obligations do not apply to information that: (a) is or becomes publicly known without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to disclosure without restriction; (c) is lawfully received by the Receiving Party from a third party without restriction on disclosure; or (d) is independently developed by the Receiving Party without use of Confidential Information.
The Receiving Party may disclose Confidential Information to the extent required by law, regulation, court order, or government authority, provided that the Receiving Party gives the Disclosing Party prompt written notice (to the extent legally permitted) and reasonably cooperates with the Disclosing Party in seeking a protective order or other appropriate relief.
Pegasi maintains a written information security program that includes administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data against unauthorized access, use, disclosure, alteration, or destruction. Pegasi holds SOC 2 Type II certification and undergoes annual third-party penetration testing.
Pegasi shall notify Customer without undue delay (and in any event within seventy-two (72) hours) following Pegasi's discovery of any confirmed unauthorized access to or disclosure of Customer Data ("Security Incident"). Such notice will describe the nature of the Security Incident, the categories and approximate volume of Customer Data affected, and the measures Pegasi has taken or proposes to take in response.
Customer is responsible for maintaining appropriate security controls over its own systems and networks that interface with the Platform, including access management, endpoint security, and network security. Customer shall promptly notify Pegasi upon discovering any actual or suspected compromise of credentials used to access the Platform.
Each party represents and warrants to the other that: (a) it has full power and authority to enter into these Terms; (b) the execution, delivery, and performance of these Terms have been duly authorized; and (c) these Terms constitute a legal, valid, and binding obligation of such party enforceable against it in accordance with its terms.
Pegasi warrants that the Platform will perform materially in accordance with the applicable Documentation during the Subscription Term. As Customer's sole and exclusive remedy and Pegasi's entire liability for any breach of this warranty, Pegasi will use commercially reasonable efforts to correct or work around any non-conformity brought to its attention in writing by Customer within thirty (30) days of occurrence.
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.2, THE PLATFORM AND ALL RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. PEGASI EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PEGASI DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED. PLATFORM OUTPUT IS PROVIDED FOR INFORMATIONAL AND DECISION SUPPORT PURPOSES ONLY AND DOES NOT CONSTITUTE MEDICAL ADVICE OR CLINICAL DIAGNOSIS.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, OR COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE PLATFORM, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL PEGASI'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL FEES PAID BY CUSTOMER TO PEGASI IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
The parties acknowledge that the limitations of liability and disclaimers of warranties set forth in these Terms reflect a reasonable allocation of risk between the parties and that such limitations and disclaimers form an essential basis of the bargain between the parties.
Notwithstanding the foregoing, the limitations and exclusions in Sections 9.1 and 9.2 shall not apply to: (a) either party's indemnification obligations under Section 10; (b) damages arising from a party's gross negligence, willful misconduct, or fraud; (c) Customer's breach of Section 2.2 (Restrictions); or (d) Customer's obligation to pay fees owed under these Terms.
Pegasi shall defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents from and against any claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any third-party claim alleging that the Platform infringes or misappropriates any United States patent, copyright, trademark, or trade secret of a third party ("IP Claim"), provided that Customer promptly notifies Pegasi in writing of such IP Claim, grants Pegasi sole control of the defense and settlement, and provides Pegasi with reasonable cooperation and assistance. Pegasi's obligations under this Section shall not apply to the extent an IP Claim arises from: (a) Customer's modification of the Platform; (b) use of the Platform in combination with products or services not provided by Pegasi; or (c) use of the Platform in violation of these Terms.
Customer shall defend, indemnify, and hold harmless Pegasi and its officers, directors, employees, and agents from and against any claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Customer's or any Authorized User's use of the Platform in violation of these Terms; (b) Customer Data, including any claim that Customer Data infringes or misappropriates any third-party rights or violates any applicable law; or (c) Customer's clinical practices, patient care decisions, or interactions with patients.
These Terms commence on the date Customer first accesses or uses the Platform and remain in effect until the expiration or termination of all Subscription Terms under applicable Order Forms, unless earlier terminated as provided herein.
Either party may terminate these Terms or any Order Form for cause upon thirty (30) days' written notice to the other party if the other party materially breaches these Terms and fails to cure such breach within such thirty (30) day period. Pegasi may immediately suspend or terminate Customer's access to the Platform upon written notice if: (a) Customer fails to pay any undisputed amounts due; (b) Customer breaches Section 2.2 (Restrictions) or Section 3 (Healthcare Compliance); or (c) Pegasi reasonably determines that Customer's use of the Platform poses a risk to the security or integrity of the Platform or to any third party.
Upon expiration or termination of these Terms: (a) all licenses granted herein immediately terminate; (b) Customer shall promptly cease all use of the Platform and delete or return all Pegasi Confidential Information in its possession; and (c) Pegasi shall, upon Customer's written request, provide Customer with a copy of its Customer Data in a standard machine-readable format for a period of thirty (30) days following termination, after which Pegasi may delete or render inaccessible all Customer Data in accordance with the BAA.
Sections 1 (Definitions), 5 (Intellectual Property), 6 (Confidentiality), 8.3 (Disclaimer), 9 (Limitation of Liability), 10 (Indemnification), 11.3 (Effect of Termination), and 12 (General Provisions) shall survive expiration or termination of these Terms.
These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles. Any disputes arising under these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware, and the parties consent to such jurisdiction and venue.
Prior to initiating any formal legal proceeding, the parties agree to attempt in good faith to resolve any dispute through senior executive-level negotiations for a period of thirty (30) days following written notice of the dispute. If the dispute is not resolved during such period, either party may pursue formal legal proceedings.
These Terms, together with any applicable Order Forms, the Privacy Policy, the BAA, and any other documents expressly incorporated herein by reference, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, representations, and understandings between the parties. In the event of any conflict between these Terms and an Order Form, the Order Form shall control solely with respect to the specific terms addressed therein.
Pegasi reserves the right to modify these Terms at any time. Pegasi will provide notice of material changes by email to the administrative contact on Customer's account or by posting a prominent notice on the Platform. Continued use of the Platform after the effective date of any modification constitutes acceptance of the revised Terms. If Customer objects to any modification, Customer's sole remedy is to discontinue use of the Platform.
Customer may not assign or transfer these Terms or any rights or obligations hereunder, in whole or in part, without Pegasi's prior written consent. Any attempted assignment in violation of this Section shall be void. Pegasi may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of Pegasi's assets, with notice to Customer.
If any provision of these Terms is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions of these Terms shall continue in full force and effect.
No failure or delay by either party in exercising any right or remedy under these Terms shall constitute a waiver of such right or remedy. Any waiver must be in writing and signed by an authorized representative of the waiving party to be effective.
Neither party shall be liable for any delay or failure to perform its obligations (other than payment obligations) to the extent such delay or failure is caused by circumstances beyond such party's reasonable control, including acts of God, natural disasters, war, civil unrest, government action, labor disputes, or internet service disruptions.
All legal notices under these Terms must be in writing and addressed to Pegasi at: Pegasi, Inc., 6550 Fannin Street, Suite 1800, Houston, TX 77030, Attention: Legal Department, or by email to privacy@pegasiio.com.
Customer shall comply with all applicable export control laws and regulations in connection with its use of the Platform. Customer represents that it is not located in a country subject to a U.S. government embargo and is not listed on any U.S. government list of prohibited or restricted parties.
If you have any questions about these Terms of Service, please contact our legal team at privacy@pegasiio.com or write to us at:
Pegasi, Inc., 6550 Fannin Street, Suite 1800, Houston, TX 77030.