This Master Services Agreement (the “Agreement”) is a binding contract between Anxya Tech Private Limited (“Provider,” “we,” “us”), the parent organization and operator of the Anxya Health platform, and you — the individual or entity that creates an account, purchases credits, or otherwise uses the platform (the “Client,” “User,” “Partner,” or “you”). By clicking “I agree,” purchasing credits, or using the Services, you accept this Agreement. If you are accepting on behalf of an organization, you represent that you are authorized to bind that organization.
Anxya Health is a Platform-as-a-Service (PaaS) — a Platform-as-a-Solution — owned and operated by Anxya Tech Private Limited as its parent organization.
1. Definitions
- “Services” means the Anxya Health platform, including AI-assisted generation of applications, documents, marketing material, hosting guidance, domain purchasing, and related features.
- “Credits” means the prepaid units of usage (1 credit = US$1 unless stated otherwise) that are consumed when you use paid features.
- “Client Inputs” means prompts, data, files, and instructions you submit.
- “Outputs” means the content, code, documents, images, and other deliverables the Services generate from your Client Inputs.
- “Platform IP” means the Anxya Health software, models, prompt libraries, templates, user interface, and all underlying technology.
2. The Services & Credits
- We grant you a non-exclusive, non-transferable right to access and use the Services during the term.
- Credits are consumed per action (for example, generations and hosting guides). Credit costs are shown in-product before you spend them.
- Credits are prepaid and, except where required by applicable law, are non-refundable once purchased. Promotional or bonus credits may carry additional conditions.
- We may add, change, or discontinue features, provided we do not materially reduce the core Services you have already paid for.
3. Ownership of Outputs — Your Intellectual Property
- You own the Outputs. As between you and Provider, and to the maximum extent permitted by law, all right, title, and interest in and to the Outputs generated for you belong to you, the Client. Provider hereby assigns to you all of its rights (if any) in such Outputs, subject only to your payment of the applicable Credits.
- You also retain all rights in your Client Inputs.
- You are free to use, modify, host, publish, sell, and commercialize the Outputs, subject to this Agreement and applicable law.
- Because AI systems can produce similar results for different users, we cannot and do not guarantee that Outputs are unique or that they do not resemble other outputs. You are responsible for clearing any third-party rights before commercial use.
4. License You Grant to Provider
You grant Provider a limited, worldwide, royalty-free license to host, process, transmit, and display your Client Inputs and Outputs solely to operate, maintain, secure, and provide the Services to you (including sending them to the third-party AI models that power a generation). We do not use your confidential Client Inputs or Outputs to train our own models without your consent.
5. Provider’s Intellectual Property
The Platform IP is and remains the exclusive property of Provider and its licensors. Nothing in this Agreement transfers any Platform IP to you. You may not copy, reverse engineer, resell, or create derivative works of the Platform IP itself (as distinct from your Outputs).
6. Acceptable Use & Regulatory Responsibility
- You will use the Services lawfully and will not use them to build anything unlawful, infringing, harmful, or deceptive.
- Anxya Health provides “compliance-by-default” scaffolding for healthcare and life sciences (e.g., HIPAA, GxP, 21 CFR Part 11, GDPR, HL7/FHIR). This is assistive tooling, not certification. You are solely responsible for validating, testing, and confirming that any Output actually meets the legal, clinical, safety, and regulatory requirements applicable to your use.
- You are responsible for any personal, health, or regulated data you submit, and for having a lawful basis and appropriate safeguards to do so. Do not upload protected health information (PHI) or other sensitive data unless you have determined the Services are appropriate for it.
7. Third-Party Services
The Services rely on third parties (for example, AI model providers, domain registrars, email, and payment processors). Those services are provided subject to their own terms, and we are not responsible for their acts, omissions, availability, or pricing changes. Domain registrations and similar third-party purchases are generally non-refundable once completed.
8. Confidentiality (Mutual)
Each party may receive confidential information of the other. The receiving party will protect it with reasonable care and use it only to perform under this Agreement. This does not apply to information that is public, independently developed, or lawfully received from a third party.
9. Data Protection & Security
We apply commercially reasonable technical and organizational measures to protect your data. However, no method of transmission or storage is completely secure, and you acknowledge that you provide data at your own risk. You are the controller of your Client Inputs; we act as a processor on your behalf where applicable law so provides.
10. Warranties & Disclaimers
THE SERVICES AND ALL OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, accuracy, non-infringement, or uninterrupted operation. AI-generated Outputs may be inaccurate, incomplete, or unsuitable, and you must independently review and verify every Output before relying on or deploying it. Provider does not warrant that any Output is accurate, compliant, safe, or fit for any particular purpose.
11. Limitation of Liability
- No indirect damages. To the maximum extent permitted by law, Provider will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, business, or anticipated savings, however caused, even if advised of the possibility.
- You bear the risk of use. Provider is not responsible for any losses, claims, damages, regulatory penalties, or liabilities arising from your use of, reliance on, deployment of, or inability to use the Services or any Output.
- Liability cap. Provider’s total aggregate liability under this Agreement, for all claims combined, will not exceed the amount of fees you actually paid to Provider for the Services in the three (3) months immediately preceding the event giving rise to the claim.
- Some jurisdictions do not allow certain limitations; in that case, the limitations apply to the fullest extent permitted.
12. Indemnification (Mutual)
- By you. You will defend, indemnify, and hold harmless Provider and its officers, employees, and affiliates from any third-party claim, loss, or expense (including reasonable legal fees) arising from your Client Inputs, your Outputs and their use, your breach of this Agreement, or your violation of law or third-party rights.
- By Provider. Provider will defend you against a third-party claim that the Platform IP itself, as provided by us and used in accordance with this Agreement, directly infringes that party’s intellectual property rights, and will pay resulting costs finally awarded, subject to the limitations in Section 11.
13. Payment, Taxes & Referral Earnings
Prices are shown in your local currency for convenience; billing may be processed in USD. You are responsible for all applicable taxes. Referral or partner earnings, where offered, are subject to the program rules in-product and may be adjusted for reversals, fraud, or chargebacks.
14. Term & Termination
This Agreement applies for as long as you use the Services. Either party may terminate for material breach not cured within 30 days of notice. We may suspend or terminate immediately for unlawful use or security risk. Sections that by their nature should survive (including 3, 5, 8, 10, 11, 12, and 16) survive termination. Unused Credits are forfeited on termination for your breach.
15. Force Majeure
Neither party is liable for delays or failures caused by events beyond its reasonable control, including outages of third-party providers, network failures, acts of government, or natural events.
16. Governing Law & Dispute Resolution
This Agreement is governed by the laws of Maharashtra, India, without regard to conflict-of-laws rules. The parties will first attempt to resolve disputes in good faith. Failing that, disputes will be subject to the exclusive jurisdiction of the courts of Pune, Maharashtra, India, or resolved by binding arbitration seated there where the parties so agree.
17. Changes to this Agreement
We may update this Agreement. If we make material changes, we will present the updated version for your acceptance before your next credit purchase. Your continued use after acceptance constitutes agreement.
18. Miscellaneous
- Entire agreement. This Agreement is the entire agreement between the parties on this subject and supersedes prior discussions.
- Severability. If any provision is unenforceable, the rest remains in effect.
- Assignment. You may not assign this Agreement without our consent; we may assign it to an affiliate or successor.
- No waiver. Failure to enforce a provision is not a waiver.
- Notices. We may provide notices in-product or by email to your account address.
- Relationship. The parties are independent contractors; nothing creates a partnership or agency.
19. API & Developer Terms (Anxya API Marketplace)
These terms apply whenever you generate an API key or call any endpoint in the Anxya API Marketplace (e.g., HealthWiki, Dictionary, News, Regulatory News, Ask Anxya, Product Safety, De-identified Cohort Stats).
- License to API outputs. Subject to your paid usage and this Agreement, we grant you a limited, non-exclusive, non-transferable, revocable license to use API responses within your own application. You may not resell, redistribute, or sublicense raw API data as a standalone dataset or a competing lookup/API service.
- API keys & security. Keys are secret. Keep them server-side, never embed them in public clients, and rotate/revoke immediately on suspected compromise. You are responsible for all usage and charges on your keys.
- Fair use & rate limits. Each product has a free-call tier and a published per-minute rate limit and per-1,000-call price. We may throttle, queue, or reject requests that exceed fair-use limits or that threaten platform stability.
- Prohibited use. No scraping or bulk export beyond your entitlements; no reverse engineering; no attempts to derive our underlying corpora; no use that violates law or third-party rights; no sending of another person’s personal or health data without a lawful basis.
- No re-identification of de-identified data. The De-identified Cohort Stats API and any aggregate/statistical outputs are provided strictly on a de-identified, aggregate basis. You must not attempt to re-identify individuals, combine outputs with other data to single out a person, or use them to make decisions about any individual. This is a material term.
- Attribution & accuracy. Where reasonable, attribute “Powered by Anxya”. API content is assistive information, may be incomplete or inaccurate, and is not medical, clinical, legal, or regulatory advice; you are responsible for validating it for your use case.
- Availability & changes. APIs are provided “as is” without an uptime SLA unless separately agreed in writing. We may add, deprecate, version, or change endpoints, parameters, pricing, and limits, with reasonable notice for material changes.
- Suspension. We may suspend or revoke keys and access for breach, abuse, non-payment, security risk, or unlawful use, without liability.
20. Not Legal Advice
This Agreement and any compliance features are provided for convenience and do not constitute legal, regulatory, or professional advice. You should consult your own advisors for your specific situation.
21. Acceptance
By clicking “I have read and agree to the Service Agreement” and proceeding to purchase Credits, you acknowledge that you have read, understood, and agree to be bound by this Agreement, and you confirm your ownership of Outputs and your acceptance of the disclaimers and limitations above.