Welcome to BlackBag, a proprietary AI-powered SaaS platform designed specifically for concierge and direct access medical practitioners. These Terms and Conditions ("Terms") constitute a binding legal agreement between you ("User", "you", or "your") and BlackBag, LLC (referred to as "BlackBag", "Company", "we", or "us") governing your access to and use of the BlackBag platform, including all related applications, tools, websites, services, and associated content (collectively, the "Services").

By accessing or using the Services, you affirm that you have read, understood, and agreed to be legally bound by these Terms. If you do not agree to these Terms, do not access or use the Services.

1. Overview

These Terms govern all access to and use of the Services provided by BlackBag. The Services are made available solely for use by authorized users for lawful business purposes in accordance with these Terms and all applicable laws and regulations.

2. Eligibility

Use of the Services is limited to individuals who are at least 18 years of age and who are authorized to bind a legal entity (such as a healthcare practice or clinic) to these Terms. By using the Services, you represent and warrant that you meet these eligibility requirements.

3. Account Registration and Security

To access the Services, you must create a user account by providing accurate, complete, and current information. You are solely responsible for:

• Maintaining the confidentiality of your login credentials;
• Restricting access to your account and systems;
• Ensuring that all information associated with your account remains accurate;
• Notifying BlackBag immediately of any unauthorized use or suspected breach.

BlackBag shall not be liable for any loss or damage resulting from your failure to comply with these responsibilities.

4. Fees, Billing, and Payment Terms

The Services are provided on a per-use basis unless otherwise specified.

• All payments are processed via third-party PCI-DSS-compliant payment processors.
• You authorize BlackBag to charge the payment method associated with your account for all applicable fees.
• BlackBag reserves the right to suspend or terminate access to the Services for non-payment or delayed payment
• Fees are non-refundable except as required by applicable law.

BlackBag may modify its pricing and payment terms at its discretion upon reasonable prior notice to users.

5. Acceptable Use

You agree to use the Services only for lawful purposes and in accordance with these Terms. Prohibited activities include, but are not limited to:

• Uploading, storing, or transmitting malicious code, malware, or viruses;
• Attempting to probe, scan, or test the vulnerability of the platform or bypass security mechanisms;
• Reverse engineering, decompiling, modifying, or creating derivative works based on the Services;
• Using the Services in violation of any applicable laws, including healthcare privacy laws such as HIPAA or GDPR;
• Submitting, transmitting, or storing Protected Health Information (PHI) without appropriate consents, authorizations, and legal rights.

BlackBag reserves the right to suspend or terminate access to any user who violates this section.

6. Data Ownership and Responsibility

All information, data, and content uploaded or transmitted by the User remains the sole responsibility of the User. For the purposes of applicable privacy laws:

• You are the data controller of any personal data, PHI, or other regulated information submitted via the Services.
• BlackBag acts as a data processor and processes data solely on your behalf, in accordance with our [Privacy Policy] and applicable Business Associate Agreements (if applicable).
• You are solely responsible for ensuring that all data use complies with all applicable privacy and data protection laws.

7. Intellectual Property

All technology, software, content, designs, user interfaces, graphics, trademarks, logos, and associated intellectual property rights related to the Services are the exclusive property of BlackBag or its licensors and are protected by applicable intellectual property laws.

You are granted a limited, non-exclusive, non-transferable, revocable license to use the Services solely for internal business operations in accordance with these Terms. No ownership rights are conveyed.

You may not:

• Copy, reproduce, distribute, or display any portion of the Services without written consent;
• Remove or alter any proprietary notices;
• Use any trademark or branding in a way that could cause confusion or imply endorsement.

8. Termination and Suspension

BlackBag may suspend or terminate your access to the Services, with or without prior notice, for any of the following reasons:

• Breach of these Terms or any incorporated policies;
• Failure to pay applicable fees;
• Suspected fraud, misuse, or unauthorized access;
• Legal or regulatory requirements.

Upon termination, your access to the Services will be revoked, and your data will be retained for a period of 30 days, after which it will be securely deleted or anonymized, unless otherwise required by law.

BlackBag is not liable for any damages arising from termination or suspension of Services.

9. Disclaimers

The Services are provided "as is" and "as available" without warranties of any kind, express or implied. To the maximum extent permitted by law, BlackBag disclaims all warranties, including:

• Implied warranties of merchantability, fitness for a particular purpose, and non-infringement;
• Warranties that the Services will be uninterrupted, error-free, secure, or virus-free;
• Any warranties arising from course of dealing or usage in trade.

You acknowledge that use of the Services involves inherent risks, including data loss, service interruptions, and potential regulatory liabilities.

10. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall BlackBag, its affiliates, officers, directors, employees, or agents be liable for:

• Any indirect, incidental, special, consequential, exemplary, or punitive damages;
• Loss of data, profits, goodwill, or business opportunities;
• Damages exceeding the total fees paid by you to BlackBag in the six (6) months preceding the claim.

This limitation applies regardless of the legal theory, whether in contract, tort, or otherwise, and even if BlackBag has been advised of the possibility of such damages.

11. Modifications

BlackBag reserves the right to update or modify these Terms at any time. Material changes will be communicated via email or through the Platform. Continued use of the Services following the posting of changes constitutes acceptance of the revised Terms.

12. Governing Law and Dispute Resolution

These Terms shall be governed and construed in accordance with the laws of the State of [Insert State], without regard to its conflict of law principles.

Any dispute, claim, or controversy arising out of or related to these Terms or the Services shall be subject to the exclusive jurisdiction and venue of the state and federal courts located in [Insert Jurisdiction]. You waive any objections to such jurisdiction and venue.

13. General Provisions

• These Terms, together with the Privacy Policy and any applicable agreements, constitute the entire agreement between the parties.
• If any provision is found to be unenforceable, the remainder will remain in full force and effect.
• Failure to enforce any right or provision shall not constitute a waiver.
• You may not assign your rights or obligations without prior written consent; BlackBag may assign freely.

10. Contact Information

For questions or legal concerns regarding these Terms, contact:

BlackBag – Legal Team

Email: legal@myblackbag.com

Website: www.myblackbag.com