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Terms of Service.

Last Updated: April 12, 2026

1. Acceptance of Terms

By accessing or using the website located at www.paxera-health.com or any related platform services (collectively, the "Services") provided by Paxera Health, Inc. ("Paxera Health," "we," "us," or "our"), you ("User," "you," or "your") agree to be bound by these Terms of Service ("Terms"). If you are using the Services on behalf of an institution, organization, or employer, you represent that you have authority to bind that entity to these Terms, and references to "you" include that entity.

If you do not agree to these Terms, do not use the Services.

2. Eligibility

The Services are intended solely for use by:

  • Licensed medical professionals, including physicians, transplant coordinators, and nephrologists
  • Employees and authorized representatives of accredited transplant centers, organ procurement organizations (OPOs), and affiliated healthcare institutions
  • Authorized researchers and academic collaborators operating under a formal agreement with Paxera Health

You must be at least 18 years of age and authorized to practice or operate in your relevant professional capacity. We reserve the right to verify credentials and deny or revoke access at our discretion.

3. Description of Services

Paxera Health provides an AI-native software platform designed to support kidney exchange matching, organ preservation logistics, and transplantation supply chain transparency. The Services include:

  • Deep learning-based kidney compatibility matching tools
  • Clinical decision support interfaces for transplant teams
  • Data integrity and tracking tools for the preservation and transplantation supply chain
  • Research collaboration and reporting features

THE SERVICES ARE CLINICAL DECISION SUPPORT TOOLS ONLY. THEY DO NOT CONSTITUTE THE PRACTICE OF MEDICINE, AND NO OUTPUT OR RECOMMENDATION FROM THE PLATFORM SHOULD BE CONSTRUED AS MEDICAL ADVICE OR A SUBSTITUTE FOR THE INDEPENDENT CLINICAL JUDGMENT OF A QUALIFIED PHYSICIAN.

4. Accounts and Access

4.1 Account Registration

To access the platform, you must create an account and provide accurate, current, and complete information. You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account.

4.2 Authorized Use Only

Your account is for your individual professional use only. You may not share account credentials or allow unauthorized parties to access the platform using your credentials.

4.3 Account Security

You agree to notify us immediately at contact@paxera-health.com if you suspect any unauthorized access to or use of your account.

4.4 Account Suspension and Termination

We reserve the right to suspend or terminate your account at any time, with or without notice, if we reasonably believe you have violated these Terms, misused the platform, or pose a risk to patient data security.

5. Acceptable Use

You agree to use the Services only for lawful purposes and in compliance with these Terms. You agree not to:

  • Use the Services to process data in violation of HIPAA, applicable state privacy laws, or any other applicable regulation
  • Access or attempt to access data or accounts that are not yours or that you are not authorized to view
  • Introduce malware, viruses, or any other malicious code into the platform
  • Attempt to reverse-engineer, decompile, disassemble, or extract source code from any part of the platform
  • Use the Services to develop a competing product or service
  • Scrape, crawl, or harvest data from the platform without our express written consent
  • Use the platform's AI outputs as a sole basis for clinical decisions without independent medical review
  • Misrepresent your credentials, institutional affiliation, or authorization level
  • Use the Services in any manner that could harm patients, donors, or the integrity of the transplantation system

6. Healthcare Compliance

6.1 HIPAA

If your use of the Services involves the exchange or processing of Protected Health Information (PHI), a Business Associate Agreement (BAA) must be executed between your covered entity and Paxera Health prior to any such processing. Use of the platform with PHI without a valid BAA is strictly prohibited.

6.2 Professional and Regulatory Standards

You are solely responsible for ensuring that your use of the Services complies with all applicable professional licensing requirements, institutional protocols, UNOS/OPTN policies, and state and federal regulations governing organ procurement and transplantation.

6.3 No Clinical Decisions by AI Alone

All AI-generated match scores, rankings, or recommendations provided by the platform are intended to augment, not replace, clinical judgment. Final decisions regarding organ acceptance, patient prioritization, and transplantation logistics must be made by qualified medical professionals.

7. Intellectual Property

7.1 Our Intellectual Property

All content, software, algorithms, designs, trademarks, and materials comprising or included in the Services — including the deep learning matching models — are the exclusive property of Paxera Health, Inc. or its licensors, protected by applicable intellectual property laws. Nothing in these Terms grants you any ownership interest in the Services.

7.2 Limited License to Use

Subject to these Terms, Paxera Health grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for their intended clinical and institutional purposes.

7.3 Your Data

You retain ownership of any data you input into the platform ("Your Data"). By using the Services, you grant Paxera Health a limited license to process Your Data as necessary to provide the Services and as described in our Privacy Policy. You represent and warrant that you have all necessary rights and authorizations to submit Your Data to the platform.

7.4 Feedback

If you provide feedback, suggestions, or ideas about the Services, you grant Paxera Health a perpetual, irrevocable, royalty-free license to use that feedback for any purpose without compensation to you.

8. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY OF AI-GENERATED OUTPUTS.

PAXERA HEALTH DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF SECURITY VULNERABILITIES. THE PLATFORM'S MATCHING ALGORITHMS ARE DESIGNED TO IMPROVE OUTCOMES BUT DO NOT GUARANTEE ANY SPECIFIC CLINICAL RESULT.

WE DO NOT WARRANT THAT THE SERVICES COMPLY WITH ALL APPLICABLE LAWS IN YOUR JURISDICTION — YOU ARE RESPONSIBLE FOR DETERMINING COMPLIANCE FOR YOUR SPECIFIC USE CASE.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PAXERA HEALTH, INC., ITS DIRECTORS, OFFICERS, EMPLOYEES, ADVISORS, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES — INCLUDING BUT NOT LIMITED TO CLINICAL OUTCOMES, DATA LOSS, SYSTEM DOWNTIME, OR UNAUTHORIZED ACCESS — EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO PAXERA HEALTH IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00).

NOTHING IN THESE TERMS LIMITS LIABILITY FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR ANY LIABILITY THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

10. Indemnification

You agree to indemnify, defend, and hold harmless Paxera Health, Inc. and its directors, officers, employees, advisors, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of:

  • Your use of the Services in violation of these Terms
  • Your violation of any applicable law or regulation, including HIPAA
  • Your misrepresentation of credentials or institutional authorization
  • Any clinical decision made based on platform outputs without appropriate independent medical review
  • Any breach of your representations or warranties under these Terms

11. Third-Party Services and Links

The Services may integrate with or contain links to third-party services, platforms, or resources (including UNOS/OPTN systems, AWS infrastructure, and affiliated institution portals). Paxera Health is not responsible for the availability, content, or practices of any third-party services. Your use of third-party services is governed by their respective terms and policies.

12. Modifications to the Services

We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time, with or without notice. We will make reasonable efforts to notify registered users of material changes that affect their clinical workflows. Paxera Health is not liable for any modification, suspension, or discontinuation of the Services.

13. Changes to These Terms

We may update these Terms from time to time. We will notify you of material changes by updating the "Last Updated" date and, where appropriate, by sending notice to your registered email address. Your continued use of the Services after changes become effective constitutes your acceptance of the revised Terms.

14. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Texas, without regard to its conflict-of-laws principles. Any dispute arising out of or relating to these Terms or the Services shall first be subject to good-faith negotiation. If unresolved, disputes shall be submitted to binding arbitration in Denton County, Texas, under the rules of the American Arbitration Association (AAA), except that either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property or confidential information.

You waive any right to participate in a class-action lawsuit or class-wide arbitration against Paxera Health.

15. Entire Agreement

These Terms, together with our Privacy Policy and any applicable Business Associate Agreement, constitute the entire agreement between you and Paxera Health with respect to the Services and supersede all prior agreements, representations, and understandings.

16. Contact

For questions about these Terms, please contact:

Paxera Health, Inc.
Denton, TX
Email: contact@paxera-health.com
Website: www.paxera-health.com