These Terms of Service ("Terms") govern your access to and use of the MAIA platform, including the MAIA desktop application, web dashboard, and all related services (collectively, the "Service") provided by MAIA Medical, Inc. ("MAIA," "we," "us," or "our").
By accessing or using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.
1. Definitions
"Authorized User" means any individual whom a Subscriber has authorized to access and use the Service under the Subscriber's account.
"Credits" means the units of value used to measure and bill for Service usage under MAIA's consumption-based pricing model.
"Desktop Client" means the locally installed MAIA application that operates on the Subscriber's hardware and connects to MAIA's hosted infrastructure for AI processing.
"EHR System" means the electronic health record system operated by the Subscriber, which the Service interacts with via operating system-level automation on behalf of and at the direction of the Subscriber.
"Protected Health Information" or "PHI" has the meaning set forth in the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA").
"Service Output" means any content, document, code, recommendation, or other material generated by the Service, including but not limited to draft prior authorization submissions, medical coding suggestions, clinical documentation drafts, and fax processing results.
"Subscriber" means the medical practice, healthcare provider, or other entity that has entered into a subscription agreement with MAIA for use of the Service.
2. Eligibility and Account Registration
2.1. The Service is intended for use by licensed healthcare providers and their authorized administrative staff operating within the United States. By registering, you represent that you are authorized to bind the Subscriber to these Terms.
2.2. You must provide accurate and complete information during registration and keep your account information current.
2.3. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must notify us immediately at security@maiamed.ai of any unauthorized use of your account.
2.4. Each license key is bound to a specific hardware installation. License keys may not be shared, transferred, or used on hardware other than the installation for which they were activated, except with MAIA's prior written approval.
3. Description of Service
3.1. MAIA provides an AI-powered administrative automation platform for medical practices. The Service includes the following capabilities, which may be updated from time to time:
- Prior authorization drafting and submission support
- Medical coding suggestions (ICD-10, CPT, HCPCS)
- Clinical documentation drafting (SOAP notes, discharge summaries, and related documents)
- Inbound fax processing (OCR, classification, and routing)
- Practice analytics and reporting via the web dashboard
3.2. EHR Integration Method. The Service interacts with the Subscriber's EHR System through operating system-level automation (simulated user input such as mouse movements, clicks, and keystrokes) running on the Subscriber's local hardware. The Service operates the EHR in the same manner as a human user at the workstation. MAIA does not access EHR Systems through the EHR vendor's API unless separately agreed in writing. The Subscriber is responsible for ensuring that its use of the Service in connection with its EHR System complies with the Subscriber's agreements with its EHR vendor.
3.3. AI Processing. Certain Service functions require data to be transmitted from the Desktop Client to MAIA's hosted servers for AI processing. All such transmissions are encrypted in transit using TLS 1.3 and processed in accordance with our Privacy Policy and, where applicable, the Business Associate Agreement executed between the parties.
4. Service Outputs and Professional Responsibility
4.1. Service Outputs Are Drafts, Not Final Work Product. All Service Outputs are generated by artificial intelligence and are provided as drafts for review by qualified healthcare professionals. Service Outputs are not a substitute for the independent professional judgment of a licensed healthcare provider.
4.2. Provider Review Required. The Subscriber agrees that a qualified healthcare professional will review, verify, and approve all Service Outputs before they are submitted to any payer, regulatory body, patient record, or other destination. The Subscriber bears sole responsibility for the accuracy, completeness, and appropriateness of any Service Output that is submitted or relied upon after such review.
4.3. No Medical Advice. The Service does not provide medical advice, diagnoses, or treatment recommendations. Nothing in the Service Output should be interpreted as clinical guidance to be applied to patient care decisions without independent professional evaluation.
4.4. Coding and Billing Responsibility.
(a) Advisory Drafts Only. Medical coding suggestions generated by the Service are advisory drafts. No Service Output constitutes a recommendation to submit any particular code to any payer, federal healthcare program, or other third party. Service Outputs are intended solely as starting points for review by a qualified human reviewer.
(b) Independent Human Review Required. No code derived from a Service Output may be submitted for reimbursement unless it has been independently reviewed and approved by a licensed healthcare professional or certified medical coder who (i) has access to the complete clinical record for the encounter, (ii) exercises independent professional judgment, and (iii) verifies that each code accurately reflects the services actually rendered and supported by the documentation.
(c) Compliance Responsibility. The Subscriber is solely responsible for ensuring that all codes submitted for reimbursement accurately reflect the services rendered and comply with all applicable coding guidelines, payer requirements, and federal and state law, including without limitation the False Claims Act (31 U.S.C. §§ 3729-3733), the Anti-Kickback Statute (42 U.S.C. § 1320a-7b), the Stark Law (42 U.S.C. § 1395nn), and the Civil Monetary Penalties Law (42 U.S.C. § 1320a-7a).
(d) Audit Trail Requirement. The Subscriber shall maintain, for a period of not less than six (6) years from the date of submission (or such longer period as required by applicable law), a contemporaneous audit record for each code submitted that identifies (i) the reviewing professional, (ii) the date and time of review, (iii) any modifications made to the Service Output prior to submission, and (iv) the final code as submitted. The Desktop Client provides review telemetry that the Subscriber may use to satisfy this requirement.
(e) Attestation. By submitting any code derived from a Service Output, the Subscriber represents and attests that the code was independently reviewed and verified by a qualified human reviewer in accordance with subsection (b) and that the reviewer exercised independent professional judgment.
(f) No Compliance Warranty. Nothing in these Terms shall be construed as a representation or warranty that use of the Service satisfies any provider's obligations under federal or state healthcare law, nor as a shield against liability for improper billing. MAIA makes no representation that Service Outputs are suitable for submission without independent review.
4.5. Prior Authorization Submissions. Prior authorization materials drafted by the Service are templates for provider review. The Subscriber is responsible for verifying the clinical accuracy of all information contained in a prior authorization submission before it is sent to a payer.
5. Credit-Based Billing
5.1. Consumption Model. The Service operates on a credit-based billing model. Credits are consumed when Service functions are used. Current credit rates are published on the MAIA website and may be updated with thirty (30) days' prior notice to active Subscribers.
5.2. Success-Based Charging. Credits are charged only upon successful completion of a task. If the Service fails to complete a requested task due to a system error, no credits are deducted for that task. "Successful completion" is defined on a per-function basis as follows:
- Prior Authorization: The Service has assembled the required clinical documentation, populated the applicable payer submission form, and successfully submitted the prior authorization request to the payer's portal or system. Successful completion does not guarantee payer approval of the authorization request.
- Medical Coding: The Service has generated ICD-10, CPT, or HCPCS codes that correspond to the encounter data provided and that pass the Service's internal validation checks against applicable coding guidelines.
- Clinical Documentation: The Service has generated a clinical note (SOAP note, discharge summary, or other requested format) that is structurally complete, clinically coherent based on the input data, and ready for provider review. Notes that require substantial restructuring or contain material omissions of information present in the source data do not constitute successful completion.
- Fax Processing: The Service has performed OCR on the inbound document, classified the document type, extracted key metadata, and routed the document to the appropriate queue or destination within the Subscriber's workflow.
- Outbound Fax: The Service has transmitted the fax and received confirmation of successful delivery to the recipient fax number.
For all functions, the Subscriber retains full responsibility for reviewing and approving Service Outputs before acting on them, as described in Section 4. If the Subscriber believes a task was charged despite not meeting the applicable success criteria, the Subscriber may submit a dispute under Section 5.5.
5.3. Credit Rates. The following credit rates are in effect as of the date of these Terms and are subject to change with notice:
| Service Function | Credits per Use |
|---|---|
| Inbound Fax Processing | 0.20 |
| Outbound Fax | 0.15 |
| AI-Assisted Inquiry | 0.50 |
| Medical Coding Suggestion | 0.75 |
| Prior Authorization Draft | 1.25 |
| Clinical Documentation Draft | 0.075 |
5.4. Billing Cycle. Credits are billed monthly in arrears, or prepaid in credit bundles, as specified in the Subscriber's subscription agreement. Unused prepaid credits expire twelve (12) months from the date of purchase unless otherwise specified.
5.5. Disputes. Billing disputes must be submitted in writing to billing@maiamed.ai within thirty (30) days of the invoice date. Undisputed amounts remain due and payable according to the original terms.
6. Data Handling and Privacy
6.1. Our collection, use, and disclosure of information in connection with the Service is described in our Privacy Policy, available at maiamed.ai/privacy.
6.2. To the extent that MAIA creates, receives, maintains, or transmits PHI on behalf of a Subscriber, the parties will execute a Business Associate Agreement ("BAA") in compliance with HIPAA. The BAA governs MAIA's obligations with respect to PHI and is incorporated into these Terms by reference.
6.3. No Use of PHI for Model Training. MAIA does not use Subscriber PHI to train, fine-tune, or improve its AI models. PHI is processed solely for the purpose of performing the Service functions requested by the Subscriber.
6.4. Local Processing. Certain data processing occurs locally on the Subscriber's hardware through the Desktop Client. Data processed locally is not transmitted to MAIA's servers unless transmission is required to perform a requested Service function.
7. Acceptable Use
7.1. You agree not to:
(a) Use the Service for any purpose that violates applicable federal, state, or local law or regulation, including but not limited to HIPAA, the False Claims Act, and the Anti-Kickback Statute;
(b) Attempt to reverse engineer, decompile, disassemble, or otherwise derive the source code of the Desktop Client or any other component of the Service;
(c) Circumvent, disable, or interfere with the licensing, authentication, or security mechanisms of the Service;
(d) Share, transfer, sublicense, or provide access to the Service or any license key to any third party without MAIA's prior written consent;
(e) Use the Service to submit claims, prior authorizations, or other materials that the Subscriber knows or reasonably should know to be inaccurate, fraudulent, or misleading;
(f) Introduce malicious code, interfere with the operation of the Service, or attempt to gain unauthorized access to MAIA's systems or the systems of other users;
(g) Use the Service in a manner that exceeds the scope of the Subscriber's license or subscription.
8. Intellectual Property
8.1. MAIA's Rights. The Service, including all software, algorithms, models, documentation, and related materials, is the proprietary property of MAIA Medical, Inc. and is protected by copyright, trade secret, and other intellectual property laws. These Terms do not grant you any ownership interest in the Service.
8.2. License Grant. Subject to these Terms and payment of applicable fees, MAIA grants the Subscriber a limited, non-exclusive, non-transferable, revocable license to install and use the Desktop Client and access the web dashboard solely for the Subscriber's internal business purposes.
8.3. Service Outputs. The Subscriber retains ownership of the factual content within Service Outputs to the extent such content derives from the Subscriber's patient data and practice information. MAIA retains all rights in the underlying templates, algorithms, and formatting logic used to generate Service Outputs.
8.4. Feedback. If you provide suggestions, feature requests, or other feedback regarding the Service, MAIA may use such feedback without restriction or obligation to you.
9. Third-Party Services and EHR Vendors
9.1. The Service operates in conjunction with EHR Systems and other third-party software that MAIA does not own or control. MAIA is not responsible for the availability, accuracy, or performance of any third-party system.
9.2. The Subscriber is responsible for maintaining valid licenses, subscriptions, and access credentials for all third-party systems with which the Service interacts.
9.3. If a third-party vendor modifies its system in a way that disrupts the Service's automation capabilities, MAIA will use commercially reasonable efforts to restore functionality but does not guarantee uninterrupted integration.
10. Disclaimer of Warranties
10.1. THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MAIA DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT.
10.2. MAIA DOES NOT WARRANT THAT (A) THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) SERVICE OUTPUTS WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR CLINICAL, BILLING, OR REGULATORY PURPOSE; OR (D) ANY ERRORS IN THE SERVICE WILL BE CORRECTED.
10.3. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MAIA OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
11. Limitation of Liability
11.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MAIA, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, CLAIM DENIALS, REGULATORY PENALTIES, OR COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF MAIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2. MAIA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY THE SUBSCRIBER TO MAIA DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED THOUSAND U.S. DOLLARS ($100,000). THE FOREGOING LIMITATION SHALL NOT APPLY TO LIABILITY ARISING FROM (I) MAIA'S WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR FRAUD; (II) MAIA'S KNOWING VIOLATION OF HIPAA OR APPLICABLE STATE PRIVACY LAW; OR (III) MAIA'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12, IF ANY.
11.3. THE LIMITATIONS IN THIS SECTION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
12. Indemnification
12.1. The Subscriber agrees to indemnify, defend, and hold harmless MAIA and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
(a) The Subscriber's use of the Service;
(b) The Subscriber's submission or use of any Service Output without adequate professional review;
(c) Any violation of these Terms by the Subscriber or its Authorized Users;
(d) Any claim that the Subscriber's use of the Service in connection with its EHR System violates the Subscriber's agreement with its EHR vendor;
(e) Any claim arising from the Subscriber's billing, coding, or prior authorization practices.
13. Term and Termination
13.1. These Terms are effective upon your first use of the Service and continue until terminated.
13.2. Either party may terminate the subscription by providing thirty (30) days' written notice to the other party.
13.3. MAIA may suspend or terminate your access to the Service immediately, without prior notice, if: (a) you breach any provision of these Terms; (b) your use of the Service poses a security risk or may cause harm to other users; or (c) required by law.
13.4. Upon termination, your license to use the Desktop Client and all access to the Service will cease. You must uninstall the Desktop Client and destroy all copies of MAIA software in your possession. MAIA will retain or delete your data in accordance with the Privacy Policy and any applicable BAA.
13.5. Sections 4, 8, 10, 11, 12, 14, and 15 survive termination.
14. Governing Law and Dispute Resolution
14.1. These Terms are governed by the laws of the State of Florida, without regard to its conflict of law provisions.
14.2. Any dispute arising out of or relating to these Terms or the Service shall first be subject to good-faith negotiation between the parties for a period of thirty (30) days. If the dispute is not resolved through negotiation, it shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, conducted in Orange County, Florida.
14.3. Each party waives any right to a jury trial in connection with any dispute arising under these Terms.
14.4. Nothing in this section prevents either party from seeking injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm.
15. General Provisions
15.1. Entire Agreement. These Terms, together with the Privacy Policy, any applicable BAA, and any subscription agreement, constitute the entire agreement between you and MAIA regarding the Service.
15.2. Amendments. MAIA may modify these Terms at any time by posting the revised version on the MAIA website. Material changes will be communicated to active Subscribers via email at least thirty (30) days before they take effect. Continued use of the Service after the effective date of any modification constitutes acceptance of the modified Terms.
15.3. Severability. If any provision of these Terms is held to be unenforceable, the remaining provisions shall remain in full force and effect.
15.4. Waiver. MAIA's failure to enforce any provision of these Terms shall not constitute a waiver of that provision.
15.5. Assignment. You may not assign your rights or obligations under these Terms without MAIA's prior written consent. MAIA may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.
15.6. Force Majeure. MAIA shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to natural disasters, pandemics, government actions, internet outages, or third-party service disruptions.
15.7. Notices. Notices to MAIA must be sent to legal@maiamed.ai. Notices to Subscribers will be sent to the email address on file.
16. Contact Information
MAIA Medical, Inc.
Email: legal@maiamed.ai
Website: https://maiamed.ai
Support: support@maiamed.ai