Terms of Service

Effective Date: February 15, 2026 · Last Updated: February 15, 2026

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you," "your," or "User") and NoxSoft PBC (incorporation pending), a public benefit corporation planning to incorporate in the state of Wyoming ("NoxSoft," "we," "us," or "our"), governing your access to and use of the HEAL telemedicine platform ("HEAL," the "Platform," or the "Service").

By creating an account, accessing, or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and our Medical Disclaimer. If you do not agree to these Terms, you must not access or use the Platform.

1. Acceptance of Terms

1.1. By accessing or using the Platform, you represent that you are at least 18 years of age or the age of legal majority in your jurisdiction, whichever is greater. If you are using the Platform on behalf of a minor as a parent or legal guardian, you accept these Terms on behalf of the minor and assume full responsibility for the minor's use of the Platform.

1.2. If you are registering as a Healthcare Provider, you additionally represent that you hold a current, valid, and unrestricted medical licence in the jurisdiction(s) in which you intend to practice through the Platform.

1.3. We reserve the right to modify these Terms at any time. Material changes will be communicated to you via email or through the Platform at least 30 days before taking effect. Your continued use of the Platform after the effective date of any modifications constitutes acceptance of the modified Terms.

2. Service Description

2.1. HEAL is an AI-assisted telemedicine platform that provides: (a) an AI-powered symptom triage system; (b) a marketplace connecting patients with independently licensed Healthcare Providers for video consultations; (c) digital prescription management tools; and (d) secure payment processing for consultation fees.

2.2. NoxSoft is a technology platform provider. NoxSoft does not provide medical services, medical advice, diagnoses, or treatment. NoxSoft does not employ, supervise, control, or direct Healthcare Providers. NoxSoft does not practice medicine.

2.3. Healthcare Providers who offer services through the Platform are independent practitioners who are solely responsible for the medical services they provide. The relationship between a patient and a Healthcare Provider is a direct doctor-patient relationship governed by the applicable standards of medical practice in the relevant jurisdiction.

3. AI Disclaimer

3.1. The HEAL AI triage system analyses symptoms described by users and generates urgency assessments, specialist recommendations, and general health information.

3.2. AI-generated health assessments are decision-support tools only. They do not constitute medical advice, diagnosis, or treatment. The AI triage system is designed to assist users in understanding the potential urgency of their symptoms and to facilitate appropriate connections with Healthcare Providers. It is not a substitute for the professional judgment of a qualified healthcare practitioner.

3.3. The AI triage system may produce inaccurate, incomplete, or misleading outputs. The AI system does not have access to your complete medical history, cannot perform physical examinations, and cannot order or interpret laboratory tests or imaging. Users must not rely solely on AI-generated outputs for healthcare decisions.

3.4. All clinical decisions, including diagnoses, treatment plans, and prescriptions, are made exclusively by independently licensed Healthcare Providers exercising their own professional medical judgment. The AI system does not make clinical decisions.

4. Medical Liability and Responsibility

4.1. Medical opinions, diagnoses, prescriptions, and treatment plans are provided by independently licensed healthcare practitioners. NoxSoft PBC is a technology platform provider and does not practice medicine. The treating physician bears professional responsibility for all clinical decisions made during consultations conducted through the HEAL platform.

4.2. Healthcare Providers using the Platform are independent contractors, not employees, agents, or representatives of NoxSoft. NoxSoft does not supervise, control, or direct the clinical judgment, medical opinions, diagnoses, or treatment plans of Healthcare Providers.

4.3. The doctor-patient relationship is formed directly between the patient and the Healthcare Provider. NoxSoft is not a party to this relationship and assumes no liability for the clinical decisions, omissions, or professional conduct of Healthcare Providers.

4.4. Healthcare Providers are required to maintain professional liability (malpractice) insurance appropriate for their jurisdiction and scope of practice. NoxSoft does not provide malpractice insurance coverage to Healthcare Providers.

4.5. Each Healthcare Provider is solely responsible for: (a) maintaining current, valid medical licensure; (b) practising within their scope of competence; (c) complying with all applicable medical regulations, standards of care, and ethical obligations; (d) obtaining informed consent from patients; (e) maintaining adequate medical records; and (f) maintaining appropriate professional liability insurance.

5. User Accounts and Responsibilities

5.1 Account Registration

To access certain features of the Platform, you must create an account by providing accurate, complete, and current information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

5.2 Patient Responsibilities

As a patient user, you agree to:

  • Provide accurate and complete health information to the AI triage system and to Healthcare Providers.
  • Disclose all relevant medical history, current medications, allergies, and pre-existing conditions.
  • Not use the Platform as a substitute for emergency medical services. In case of a medical emergency, call your local emergency number immediately.
  • Follow up with your primary care provider or specialist as recommended by the consulting Healthcare Provider.
  • Not misrepresent your identity, age, or health information.
  • Comply with all applicable laws regarding the use of telemedicine services in your jurisdiction.

5.3 Healthcare Provider Responsibilities

As a Healthcare Provider, you agree to:

  • Maintain a current, valid, and unrestricted medical licence in all jurisdictions in which you provide services through the Platform.
  • Immediately notify NoxSoft of any changes to your licensure status, any disciplinary actions, restrictions, or investigations by medical boards or regulatory authorities.
  • Practice within your scope of competence and in compliance with all applicable standards of care.
  • Maintain adequate professional liability (malpractice) insurance.
  • Obtain informed consent from patients before providing medical advice, diagnoses, or treatment.
  • Maintain complete and accurate medical records for all consultations.
  • Use the AI triage outputs as one input among many in your clinical assessment, and not as a sole basis for clinical decisions.
  • Comply with all applicable medical regulations, prescribing requirements, and reporting obligations in the relevant jurisdiction.

6. Doctor Verification

6.1. NoxSoft verifies the credentials and medical licences of Healthcare Providers at the time of registration and conducts periodic re-verification. This verification is conducted as a platform integrity measure and does not constitute an endorsement, recommendation, or guarantee of any Healthcare Provider's competence, qualifications, or the quality of care they provide.

6.2. Notwithstanding our verification processes, NoxSoft does not guarantee that all information provided by Healthcare Providers is accurate, complete, or current. Users are encouraged to independently verify the credentials and qualifications of any Healthcare Provider before receiving medical services.

7. Payment Terms

7.1 Consultation Fees

Healthcare Providers set their own consultation fees, which are displayed to patients before booking. By booking a consultation, you agree to pay the displayed consultation fee.

7.2 Platform Fee

NoxSoft charges a platform fee of 5% on each completed consultation. This fee is deducted from the consultation fee before disbursement to the Healthcare Provider.

7.3 Payment Processing

All payments are processed through Stripe, Inc. By using the Platform, you agree to Stripe's Terms of Service and Privacy Policy. NoxSoft does not store your payment card information.

7.4 Refund Policy

Refunds may be issued in the following circumstances: (a) the Healthcare Provider fails to attend the scheduled consultation; (b) significant technical issues prevented the consultation from taking place; or (c) at the reasonable discretion of NoxSoft in response to a valid complaint. Refund requests must be submitted within 7 days of the consultation. Refunds are not available for completed consultations where the Healthcare Provider provided the requested medical services.

7.5 Taxes

Consultation fees are exclusive of applicable taxes. Healthcare Providers are responsible for their own tax obligations. Patients may be charged applicable GST, VAT, or sales tax depending on their jurisdiction.

8. Intellectual Property

8.1. The Platform, including its design, source code, algorithms, AI models, user interface, graphics, logos, trademarks, and all content created by NoxSoft, is the exclusive intellectual property of NoxSoft PBC and is protected by Australian and international intellectual property laws.

8.2. NoxSoft grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for its intended purpose, subject to these Terms.

8.3. You retain ownership of the health information and content you provide through the Platform. By providing content, you grant NoxSoft a limited licence to use such content solely for the purpose of operating and providing the Service, including processing by the AI triage system.

8.4. You must not: (a) copy, modify, distribute, sell, or lease any part of the Platform; (b) reverse engineer, decompile, or disassemble any part of the Platform; (c) remove or alter any proprietary notices or labels; or (d) use the Platform for any purpose other than its intended use.

9. Prohibited Conduct

You agree not to:

  • Use the Platform for any unlawful purpose or in violation of these Terms.
  • Impersonate any person or entity, or falsely state or misrepresent your identity, qualifications, or affiliation.
  • Attempt to gain unauthorised access to any part of the Platform, other users' accounts, or any systems or networks connected to the Platform.
  • Interfere with or disrupt the Platform or the servers and networks connected to it.
  • Upload or transmit viruses, malware, or any other malicious code.
  • Use the Platform to harass, abuse, or harm another person.
  • Use automated means (bots, scrapers, crawlers) to access the Platform without our express written consent.
  • Attempt to circumvent any security measures or access controls.
  • Use the AI triage system to generate outputs for purposes other than personal health assessment.

10. Limitation of Liability

10.1. NoxSoft is a technology platform facilitator and not a healthcare provider. To the maximum extent permitted by applicable law, NoxSoft shall not be liable for any direct, indirect, incidental, special, consequential, or punitive damages, or any loss of profits, data, goodwill, or other intangible losses, resulting from:

  • Any medical advice, diagnosis, treatment, or clinical decision provided by a Healthcare Provider through the Platform.
  • Any inaccuracy, error, or omission in the AI triage system's outputs.
  • Your reliance on any information provided through the Platform, including AI-generated health assessments.
  • Any delay or failure in connecting you with a Healthcare Provider.
  • Unauthorised access to or alteration of your data or transmissions.
  • Any interruption or cessation of the Service.
  • Any other matter relating to the Service.

10.2. In jurisdictions that do not allow the exclusion or limitation of liability for certain types of damages, our liability is limited to the maximum extent permitted by law.

10.3. Under Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010), certain consumer guarantees cannot be excluded. Nothing in these Terms purports to exclude, restrict, or modify any consumer guarantee under Australian Consumer Law that cannot be excluded by law. To the extent that our liability for breach of any consumer guarantee that cannot be excluded is limited, our liability is limited to: (a) in the case of goods, the replacement or repair of the goods or the payment of the cost thereof; and (b) in the case of services, the re-supply of the services or the payment of the cost of re-supply.

10.4. Notwithstanding the foregoing, our total aggregate liability to you for all claims arising out of or relating to these Terms or the Service shall not exceed the total amount paid by you to NoxSoft in the 12 months preceding the event giving rise to the claim, or AUD 100, whichever is greater.

11. Indemnification

11.1. You agree to indemnify, defend, and hold harmless NoxSoft, its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) your use of or inability to use the Platform; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; (d) your infringement of any intellectual property or other rights of any third party; or (e) any content you submit, post, or transmit through the Platform.

11.2. Healthcare Providers additionally agree to indemnify NoxSoft against any claims, liabilities, damages, losses, costs, and expenses arising from or related to the medical services they provide through the Platform, including but not limited to medical malpractice claims, regulatory actions, and licensing violations.

12. Governing Law and Dispute Resolution

12.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of New South Wales, Australia, without regard to its conflict of laws principles. The courts of New South Wales, Australia, shall have non-exclusive jurisdiction over any disputes arising out of or relating to these Terms.

12.2 Jurisdiction-Specific Addenda

For users located in specific jurisdictions, the following additional or modified terms apply to the extent required by local law:

  • United States: To the extent HIPAA applies, the HIPAA-related provisions in our Privacy Policy supplement these Terms with respect to the handling of Protected Health Information. State consumer protection laws that provide greater protections than these Terms shall apply.
  • United Kingdom / European Union: The mandatory provisions of UK GDPR / EU GDPR prevail over any conflicting provision in these Terms. Nothing in these Terms affects your statutory rights under applicable consumer protection legislation.
  • India: The provisions of the DPDP Act 2023 and any rules thereunder supplement these Terms. The Consumer Protection Act, 2019 (India) applies to the extent applicable.
  • Canada: PIPEDA and applicable provincial health privacy legislation supplement these Terms. The Competition Act (Canada) applies to the extent applicable.

12.3 Dispute Resolution

12.3.1. The parties agree to first attempt to resolve any dispute arising out of or relating to these Terms through good faith negotiation for a period of 30 days.

12.3.2. If the dispute cannot be resolved through negotiation, the parties agree to submit the dispute to mediation administered by the Australian Disputes Centre (ADC) in accordance with the ADC Mediation Rules.

12.3.3. If mediation is unsuccessful, the dispute may be submitted to the courts of competent jurisdiction in New South Wales, Australia, or, where mandatory under local law, the courts of the user's jurisdiction.

12.3.4. Nothing in this clause prevents either party from seeking urgent interlocutory or injunctive relief from a court of competent jurisdiction.

13. Termination

13.1. By You: You may terminate your account at any time by contacting us at sylys@noxsoft.net or through the account settings in the Platform. Termination does not entitle you to a refund of any fees already paid.

13.2. By NoxSoft: We may suspend or terminate your access to the Platform at any time, with or without cause, upon reasonable notice. We may terminate without notice in cases of: (a) violation of these Terms; (b) fraudulent, abusive, or illegal activity; (c) conduct that poses a safety risk to other users; or (d) failure of a Healthcare Provider to maintain valid licensure.

13.3. Effects of Termination: Upon termination: (a) your right to access and use the Platform ceases immediately; (b) we will retain your data in accordance with our Privacy Policy and applicable legal retention requirements; (c) any outstanding payment obligations survive termination; (d) provisions that by their nature should survive termination will continue in effect, including Sections 3, 4, 8, 10, 11, 12, and 14.

14. Emergency Services Disclaimer

14.1. HEAL is not an emergency medical service. The Platform is not designed or intended to be used for medical emergencies.

14.2. If you are experiencing a medical emergency, call your local emergency number immediately:

  • Australia: 000
  • United States: 911
  • United Kingdom: 999 or 112
  • India: 112
  • Canada: 911

14.3. While the AI triage system may detect symptoms indicative of an emergency and direct you to call emergency services, this functionality is not a substitute for emergency medical services and should not be relied upon as such.

15. Modifications to the Service

NoxSoft reserves the right to modify, suspend, or discontinue the Platform or any feature thereof at any time, with or without notice. We will use reasonable efforts to provide advance notice of material changes to the Service. NoxSoft shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Platform.

16. Severability

If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed from these Terms. The remaining provisions shall continue in full force and effect.

17. Waiver

The failure of NoxSoft to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision. Any waiver of any provision of these Terms shall be effective only if in writing and signed by NoxSoft.

18. Entire Agreement

These Terms, together with the Privacy Policy and Medical Disclaimer, constitute the entire agreement between you and NoxSoft regarding your use of the Platform and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Platform.

19. Assignment

You may not assign or transfer these Terms or your rights under these Terms without the prior written consent of NoxSoft. NoxSoft may assign these Terms without restriction.

20. Force Majeure

NoxSoft shall not be liable for any delay or failure to perform its obligations under these Terms if such delay or failure results from circumstances beyond our reasonable control, including but not limited to natural disasters, acts of government, pandemics, telecommunications failures, power outages, cyberattacks, or acts of terrorism.

21. Contact Information

For questions about these Terms, please contact us:

  • Email: sylys@noxsoft.net
  • Entity: NoxSoft PBC
  • Address: Wyoming, United States (incorporation pending)