Privacy Policy

# Kinesi Ai Terms and Conditions

Last revised on: April 27, 2026

These Terms and Conditions (“Terms”) are a legal agreement between you (“you,” “your,” or “User”) and eRx.ai, Inc. (“eRx.ai,” “Company,” “we,” “us,” or “our”) and govern your access to and use of Kinesi Ai and any related websites, applications, software, plug-ins, features, tools, documentation, support services, and other services that we make available to you (collectively, the “Services”).

Kinesi Ai is a product, service line, or brand operated by eRx.ai, Inc. Kinesi Ai is not currently a separate legal entity, and references to “Kinesi Ai” in these Terms refer to the Services operated by eRx.ai, Inc. If eRx.ai, Inc. later registers Kinesi Ai as a trade name, assumed name, “doing business as” name, subsidiary, affiliate, or separate legal entity, we may update these Terms to reflect that change.

As used in these Terms, “Company” means eRx.ai, Inc., operating the Kinesi Ai Services. Notices to the Company may be sent to:

eRx.ai, Inc.  

412 S. Second Street  

St. Charles, IL 60174  

Email: allison@erx.ai

By accessing, visiting, creating an account for, purchasing, subscribing to, or otherwise using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are using the Services on behalf of an organization, practice, clinic, company, or other entity, you represent and warrant that you have authority to bind that organization to these Terms, and “you” includes that organization. If you do not agree to these Terms, do not use the Services.

Certain features of the Services may be subject to additional terms, guidelines, business associate agreements, data processing terms, service orders, order forms, subscription terms, or other rules posted by us or agreed to in writing. Those additional terms are incorporated into these Terms by reference.

1. Description of Services

The Services provide AI-enabled tools that may include transcription, documentation, summarization, note generation, administrative workflow support, report generation, analytics, integrations, or other software features made available by Kinesi Ai from time to time.

Depending on the features you use, the Services may allow you to submit, upload, record, import, transcribe, process, edit, generate, export, or otherwise use audio, text, documents, data, prompts, files, templates, notes, or other information. The Services may also generate outputs based on your inputs, such as drafts, notes, summaries, documentation, reports, or other AI-assisted content (“Outputs”).

The Services are intended to support professional administrative and documentation workflows. The Services are not a substitute for professional judgment, clinical judgment, legal judgment, compliance review, medical decision-making, billing review, diagnosis, treatment, or other professional services. You are solely responsible for reviewing, verifying, editing, approving, exporting, retaining, and using any Outputs appropriately.

The Services are not an electronic health record (“EHR”), medical record system, billing system of record, legal record system, or long-term record retention system unless we expressly state otherwise in a separate written agreement. You are responsible for exporting, saving, maintaining, and retaining all records in your own compliant systems.

We may add, modify, suspend, or discontinue any feature of the Services at any time. Certain features may require additional fees, subscriptions, eligibility verification, written agreements, a Business Associate Agreement, or other requirements.

2. Eligibility and Account Registration

You must be at least eighteen (18) years old to use the Services, or the age of majority in your jurisdiction if that age is greater than eighteen (18). If you do not meet this requirement, you may not use the Services.

The Services are intended for professional, business, and organizational use. Certain features may be limited to licensed healthcare professionals, healthcare organizations, business users, administrators, or other authorized users. We may require identity, credential, employment, organizational, National Provider Identifier (“NPI”), licensing, or other eligibility verification before permitting access to certain features.

To use some or all of the Services, you may be required to create an account (“Account”). You represent and warrant that all information you provide to us is complete, accurate, current, and not misleading. You agree to update your Account information promptly if it changes.

You are responsible for maintaining the confidentiality and security of your Account credentials. You may not share your credentials, allow unauthorized users to access your Account, or use another person’s Account without authorization. You are responsible for all activity that occurs under your Account, whether or not authorized by you. You must notify us immediately of any suspected unauthorized access, security incident, or misuse of your Account.

We are not liable for losses or damages arising from unauthorized use of your Account unless caused by our willful misconduct or as otherwise required by applicable law.

3. User Responsibilities

You are solely responsible for:

- the accuracy, quality, legality, and appropriateness of all information, audio, recordings, files, documents, data, prompts, templates, and other materials you submit to the Services (“User Content”);

- obtaining all required patient, client, employee, contractor, organizational, third-party, and other consents, authorizations, notices, approvals, and legal rights before submitting User Content to the Services;

- determining whether your use of the Services complies with applicable federal, state, local, and international laws, professional rules, licensing requirements, ethical obligations, payer requirements, documentation rules, privacy laws, security laws, and organizational policies;

- reviewing, verifying, editing, approving, and validating all Outputs before using, relying on, sharing, storing, billing from, submitting, or placing them into any record system;

- maintaining your own records in systems appropriate for your legal, professional, regulatory, and business obligations;

- ensuring that all users under your organization’s Account comply with these Terms.

You represent and warrant that you have all rights, licenses, permissions, consents, and legal bases necessary to submit User Content to the Services and to allow us to process User Content as described in these Terms and any applicable privacy policy, Business Associate Agreement, data processing agreement, order form, or written agreement.

You are solely responsible for the accuracy and legality of recordings submitted to the Services. You understand that transcription, summarization, and other AI-generated or AI-assisted Outputs may vary depending on factors such as audio quality, accents, background noise, language complexity, speaker overlap, specialty terminology, and prompt instructions.

## 4. Healthcare, HIPAA, and PHI

The Services may be used in healthcare-related workflows. However, the Services do not provide medical advice, diagnosis, treatment, prescribing guidance, legal advice, billing advice, coding advice, compliance advice, or other professional advice.

If you are a covered entity, business associate, healthcare provider, health plan, healthcare clearinghouse, or other regulated healthcare organization, you are responsible for determining whether your use of the Services involves protected health information (“PHI”) under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, as amended (“HIPAA”), or similar state privacy laws.

You may not submit PHI to the Services unless a Business Associate Agreement (“BAA”) with eRx.ai, Inc. is in effect, if a BAA is required by law or by our policies. If no BAA is in effect, you must not submit PHI or other regulated health information to the Services.

You are responsible for obtaining any required patient consents, authorizations, notices of privacy practices, telehealth consents, recording consents, organizational approvals, and other permissions before using the Services in connection with patient, client, or healthcare-related information.

You acknowledge and agree that:

- the Services are a documentation and workflow aid only;

- Outputs may contain errors, omissions, inaccuracies, hallucinations, formatting issues, or incomplete information;

- you must review and verify all Outputs before using them for patient care, clinical documentation, billing, coding, legal, compliance, administrative, or other professional purposes;

- you remain solely responsible for all professional decisions, documentation decisions, patient care decisions, billing decisions, and compliance decisions;

- the Services are not a substitute for your independent professional judgment.

Except as expressly agreed in a signed BAA or other written agreement, eRx.ai, Inc. does not assume obligations that apply specifically to your role as a healthcare provider, covered entity, payer, professional, employer, record custodian, or regulated organization.

5. Privacy and Data Practices

Our Privacy Policy governs our privacy and data practices and is incorporated into these Terms by reference. By using the Services, you also agree to the Privacy Policy.

We may collect and process information you provide to us, information generated through use of the Services, account information, usage data, device information, billing information, support communications, and other information described in our Privacy Policy.

We may also collect information used to configure or pre-populate reports, templates, headers, administrative fields, or other features, such as provider name, credentials, NPI, group practice NPI, practice address, email, phone, fax, EIN, logo, provider photo, organization name, or similar business information. Providing certain information may be optional, but some features may not function properly without it.

We may use de-identified, aggregated, or anonymized information to maintain, analyze, secure, improve, and develop the Services, provided such use is permitted by applicable law and any written agreement between you and us. If a BAA applies, any use or disclosure of PHI will be governed by the BAA.

Our Services are directed to adults only. We do not knowingly collect personal information from children under the age of 18. If you believe a child has provided personal information to us, please contact us at allison@erx.ai.

The Services are intended primarily for use in the United States. If you access the Services from outside the United States, you understand that your information may be processed and stored in the United States or other jurisdictions where we or our service providers operate, and those jurisdictions may not provide the same level of privacy protection as your jurisdiction.

6. Sensitive Data and Payment Information

Except as expressly permitted under a signed BAA, data processing agreement, order form, or other written agreement with us, you agree not to use the Services to collect, store, process, or transmit:

- payment card data or full financial account credentials;

- government identification numbers unless expressly required for an approved feature;

- information you are not legally authorized to process;

- special categories of personal data or sensitive personal information unless your use is lawful and covered by an applicable written agreement;

- information that would require security, privacy, or compliance obligations that we have not expressly accepted in writing.

We are not a payment card processor. Payment processing may be provided by Stripe or another third-party payment processor. You acknowledge that additional terms may apply to your use of third-party payment services, including Stripe, Apple Pay, Google Pay, or similar services.

7. Intellectual Property

The Services, including all software, code, AI models, algorithms, workflows, prompts, prompt structures, templates, designs, interfaces, graphics, logos, trademarks, service marks, documentation, content, features, technology, know-how, and other materials made available by us, are owned by or licensed to eRx.ai, Inc. and are protected by intellectual property and other laws.

Except for the limited license expressly granted in these Terms, you do not receive any ownership rights or other rights in the Services. We reserve all rights not expressly granted to you.

Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services for your internal professional or business purposes during the term of your subscription or authorized access.

You may not copy, modify, publish, transmit, distribute, sell, resell, lease, rent, sublicense, create derivative works from, reverse engineer, decompile, disassemble, scrape, monitor, benchmark, or otherwise exploit any part of the Services except as expressly permitted by these Terms or applicable law.

You may not remove, obscure, or alter proprietary notices, branding, copyright notices, trademarks, or other rights notices included in the Services.

8. User Content and Outputs

As between you and eRx.ai, Inc., you retain ownership of your User Content, subject to the rights and licenses granted in these Terms and any applicable written agreement.

You grant eRx.ai, Inc. a non-exclusive, worldwide, royalty-free license to host, process, transmit, display, reproduce, modify, create derivative works from, and otherwise use User Content and Outputs as necessary to provide, maintain, secure, support, and improve the Services; comply with law; enforce these Terms; prevent fraud or abuse; and perform our obligations under any applicable written agreement.

If a BAA, data processing agreement, order form, or other written agreement applies, our rights to use User Content containing PHI or other regulated data will be limited by that agreement.

You are solely responsible for determining whether Outputs are accurate, complete, appropriate, lawful, and suitable for your intended use. We do not guarantee that Outputs will be accurate, complete, current, compliant, non-infringing, or fit for any particular purpose.

You may use Outputs for your internal professional or business purposes, subject to these Terms, applicable law, and your responsibility to review and verify them. You may not represent that Outputs were generated, reviewed, approved, or endorsed by eRx.ai, Inc. unless we expressly agree in writing.

9. Feedback

If you provide comments, suggestions, ideas, enhancement requests, recommendations, or other feedback about the Services (“Feedback”), you grant eRx.ai, Inc. a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable, transferable license to use, reproduce, modify, distribute, display, perform, incorporate, and otherwise exploit the Feedback for any purpose without restriction or compensation to you.

10. Copyright Claims

You may not use the Services to infringe the intellectual property rights of any person or entity. We may remove or disable access to content that we believe may infringe intellectual property rights and may terminate Accounts of repeat infringers.

If you believe copyrighted material is being infringed through the Services, you may notify us at allison@erx.ai. Your notice should include:

- identification of the copyrighted work claimed to have been infringed;

- identification of the material claimed to be infringing and information reasonably sufficient to allow us to locate it;

- your name, mailing address, telephone number, and email address;

- a statement that you have a good-faith belief that use of the material is not authorized by the copyright owner, its agent, or the law;

- a statement that the information in the notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on behalf of the owner;

- your physical or electronic signature.

11. Confidentiality

You may receive or access non-public information about the Services, including software, code, technology, workflows, prompts, product plans, performance information, pricing, business information, security information, documentation, or other information that is identified as confidential or should reasonably be understood to be confidential (“Confidential Information”).

You agree to protect our Confidential Information using at least reasonable care, not disclose it to third parties, and not use it except as necessary to use the Services in accordance with these Terms. You may disclose Confidential Information to your employees, contractors, agents, or professional advisors who have a legitimate need to know and are bound by confidentiality obligations at least as protective as these Terms.

Confidentiality obligations do not apply to information that you can document: (a) was lawfully known to you without restriction before disclosure; (b) becomes publicly available through no fault of yours; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of or reference to our Confidential Information.

You may disclose Confidential Information if required by law or court order, provided that you give us prompt notice where legally permitted and reasonably cooperate with efforts to limit or protect the disclosure.

You acknowledge that unauthorized disclosure or misuse of Confidential Information may cause irreparable harm, and we may seek injunctive or equitable relief in addition to any other available remedies.

12. Prohibited Uses

You may not, and may not permit any third party to:

- use the Services for any unlawful, fraudulent, harmful, abusive, defamatory, harassing, threatening, exploitative, discriminatory, or otherwise inappropriate purpose;

- use the Services in any way that violates applicable law, professional rules, licensing obligations, privacy obligations, security obligations, payer rules, or third-party rights;

- submit content that you do not have the right to submit or that infringes, misappropriates, or violates the rights of any third party;

- use the Services to provide medical advice, legal advice, clinical decision-making, diagnosis, treatment, emergency services, or other professional services without independent review by a qualified professional;

- use the Services as an EHR, medical record system, legal record system, billing system of record, or long-term record retention system unless expressly agreed in writing;

- use the Services to develop, train, improve, or benchmark competing products or services;

- reverse engineer, decompile, disassemble, or attempt to derive source code, models, algorithms, non-public APIs, system prompts, or underlying technology;

- scrape, crawl, harvest, monitor, or use automated tools to access the Services without our written permission;

- interfere with, disrupt, overload, or compromise the Services or related systems;

- bypass, disable, or circumvent security, access control, rate limiting, authentication, or usage restrictions;

- upload or transmit viruses, malware, worms, harmful code, or destructive files;

- create multiple Accounts to evade restrictions, fees, suspensions, or usage limits;

- impersonate any person or entity or misrepresent your affiliation with any person or entity;

- use the Services to send spam, unsolicited messages, or unauthorized advertising;

- use the Services to facilitate human trafficking, prostitution, exploitation, abuse, or other illegal activity.

We may investigate suspected violations of these Terms and may suspend or terminate access, remove content, report activity to law enforcement or regulators, or take other action we deem appropriate.

13. Third-Party Services and Integrations

The Services may include links, integrations, APIs, plug-ins, connections, or access to third-party products, services, websites, payment processors, EHRs, storage providers, analytics providers, AI providers, or other third-party systems (“Third-Party Services”).

Third-Party Services are not controlled by us. We are not responsible for Third-Party Services, including their availability, security, privacy practices, content, outputs, accuracy, performance, or compliance. Your use of Third-Party Services may be governed by separate terms and privacy policies between you and the third party.

We may add, remove, suspend, or modify integrations at any time. We do not guarantee that any integration will remain available or compatible with your systems.

14. Subscriptions, Fees, Billing, and Taxes

The Services may be offered through free trials, free tiers, paid subscriptions, usage-based plans, enterprise agreements, pilot programs, promotional offers, or other pricing arrangements.

If you purchase or subscribe to paid Services, you agree to pay all fees, charges, and taxes associated with your Account, subscription, order form, or use of the Services. Fees are non-refundable except as expressly stated in these Terms, required by law, or agreed by us in writing.

We may change our pricing, features, usage limits, or subscription plans from time to time. Price increases will become effective after notice is provided through the Services, your Account, email, order form, or other reasonable means, unless a separate written agreement states otherwise.

If you provide payment information, you authorize us or our third-party payment processor to charge your payment method for all applicable fees, including recurring subscription fees, usage-based fees, taxes, and other charges. You are responsible for keeping payment information current.

If a payment is not successfully processed because of expiration, insufficient funds, chargeback, invalid payment information, or otherwise, you remain responsible for all amounts due. We may suspend or terminate access to the Services until payment is received.

If you dispute any fees or taxes, you must contact us at allison@erx.ai within thirty (30) days of the invoice or charge date. Undisputed overdue amounts may be subject to a service charge of 1.5% per month or the maximum amount permitted by law, whichever is less.

You are responsible for all applicable taxes, duties, levies, and governmental assessments, excluding taxes based on our net income. If withholding is required by law, you must increase the amount paid so that we receive the full amount owed after withholding, unless prohibited by law.

15. Free Trials and Beta Features

We may offer free trials, free tiers, pilots, previews, beta features, experimental features, or early access features at our discretion. We may modify, limit, suspend, or discontinue these offerings at any time.

Beta, preview, pilot, or experimental features may be incomplete, inaccurate, unstable, unsupported, or changed without notice. They are provided for evaluation only and should not be used for critical workflows unless we expressly agree in writing.

16. Cancellation and Termination

You may cancel your subscription or close your Account by following the instructions in your Account settings or by contacting us at allison@erx.ai. You remain responsible for all charges incurred before cancellation is processed.

We may suspend or terminate your access to the Services at any time if:

- you violate these Terms or any applicable written agreement;

- you fail to pay amounts due;

- your use creates security, legal, regulatory, operational, reputational, or financial risk to us or others;

- we believe your Account has been compromised or misused;

- we discontinue the Services or any relevant feature;

- we are required to do so by law, court order, regulator, or third-party service provider.

Either party may terminate these Terms for cause if the other party materially breaches these Terms and fails to cure the breach within thirty (30) days after written notice, except where immediate suspension or termination is reasonably necessary.

Upon termination or expiration, your right to access and use the Services ends immediately. You must stop using the Services and delete or return any Confidential Information in your possession, unless retention is required by law. We may delete User Content, Account data, and other information after termination, subject to applicable law and any written agreement.

17. No Professional Advice

The Services and Outputs are provided for informational, administrative, documentation, workflow, and productivity purposes only. They are not professional advice and should not be treated as a substitute for advice from a qualified healthcare provider, attorney, compliance professional, accountant, billing specialist, coder, or other qualified professional.

Kinesi Ai and eRx.ai, Inc. are not licensed professionals and do not practice medicine, nursing, psychology, therapy, law, accounting, billing, coding, or any other licensed profession through the Services.

You must exercise independent professional judgment and obtain appropriate professional advice before relying on any Output or using it in connection with patient care, legal matters, billing, coding, compliance, business decisions, or other professional activities.

18. Disclaimer of Warranties

THE SERVICES AND OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AVAILABILITY, SECURITY, COMPATIBILITY, AND QUIET ENJOYMENT.

WE DO NOT WARRANT THAT:

- THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS;

- THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR AVAILABLE;

- OUTPUTS WILL BE ACCURATE, COMPLETE, CURRENT, RELIABLE, COMPLIANT, OR APPROPRIATE;

- ERRORS OR DEFECTS WILL BE CORRECTED;

- THE SERVICES WILL BE COMPATIBLE WITH YOUR SYSTEMS, DEVICES, SOFTWARE, EHR, OR THIRD-PARTY SERVICES;

- THE SERVICES WILL BE FREE FROM VIRUSES, MALWARE, OR HARMFUL COMPONENTS;

- THE SERVICES WILL SATISFY ANY LEGAL, MEDICAL, PROFESSIONAL, BILLING, CODING, PRIVACY, SECURITY, OR REGULATORY REQUIREMENT.

You understand that AI-generated and AI-assisted Outputs may contain errors, omissions, hallucinations, inaccuracies, bias, incomplete information, or inappropriate content. You are solely responsible for reviewing, verifying, correcting, and approving Outputs before use.

19. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, eRx.ai, Inc., Kinesi Ai, and our officers, directors, employees, contractors, agents, affiliates, licensors, service providers, and partners will not be liable for any indirect, incidental, special, consequential, exemplary, punitive, or enhanced damages, including lost profits, lost revenue, lost data, loss of goodwill, business interruption, reputational harm, cost of substitute services, or damages arising from your use of or inability to use the Services.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID TO US FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE THREE (3) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY; OR (B) ONE HUNDRED DOLLARS ($100).

The limitations in this section apply regardless of the theory of liability, whether based on contract, tort, negligence, strict liability, warranty, statute, or otherwise, even if we have been advised of the possibility of damages and even if a remedy fails of its essential purpose.

Some jurisdictions do not allow certain limitations of liability, so some limitations may not apply to you.

20. Indemnification

You agree to defend, indemnify, and hold harmless eRx.ai, Inc., Kinesi Ai, and our officers, directors, employees, contractors, agents, affiliates, licensors, service providers, and partners from and against any claims, demands, suits, proceedings, liabilities, losses, damages, judgments, penalties, fines, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

- your use or misuse of the Services;

- your User Content or Outputs;

- your breach of these Terms or any applicable written agreement;

- your violation of applicable law, professional obligations, privacy obligations, security obligations, or third-party rights;

- your failure to obtain required consents, authorizations, permissions, or legal bases;

- activity under your Account;

- your use of the Services in connection with patient care, clinical documentation, billing, coding, compliance, legal, regulatory, or professional workflows.

We reserve the right to assume exclusive defense and control of any matter subject to indemnification, and you agree to cooperate with our defense. You may not settle any claim without our prior written consent if the settlement imposes obligations on us, admits fault by us, or fails to release us from liability.

21. Release

To the maximum extent permitted by law, you release eRx.ai, Inc., Kinesi Ai, and our officers, directors, employees, contractors, agents, affiliates, licensors, service providers, and partners from claims, demands, liabilities, damages, and losses of every kind and nature, known and unknown, arising out of or relating to your use of the Services, your reliance on Outputs, your interactions with other users or third parties, or disputes involving User Content or Third-Party Services.

22. Monitoring, Security, and Enforcement

We may monitor, log, review, audit, or analyze use of the Services to operate, maintain, secure, improve, support, and enforce the Services; comply with law; prevent fraud, abuse, or misuse; and protect users, third parties, and ourselves.

You may not attempt to bypass security controls, access restrictions, audit logs, usage limits, or other protective measures. You agree to notify us promptly of any suspected security vulnerability, unauthorized access, or misuse of the Services.

We reserve the right, but do not have the obligation, to investigate violations of these Terms, remove or restrict User Content, suspend or terminate Accounts, limit access, and report suspected unlawful activity to law enforcement, regulators, or affected third parties.

23. Communications

We may contact you by email, postings within the Services, Account notices, website notices, regular mail, or other reasonable means regarding your Account, security, billing, legal notices, updates, changes to the Services, and administrative matters.

You may also receive marketing, educational, survey, or promotional communications from us. You may opt out of marketing emails by following the unsubscribe instructions in those emails. Even if you opt out of marketing communications, we may still send transactional, legal, security, billing, and service-related communications.

24. Export Compliance

The Services may be subject to U.S. export control laws and import or export laws of other jurisdictions. You agree not to access, use, export, re-export, transfer, or provide access to the Services in violation of applicable export control or sanctions laws.

You represent that you are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions and that you are not listed on any U.S. government restricted party list.

25. Force Majeure

Neither party will be liable for any delay or failure to perform obligations under these Terms, except payment obligations, caused by events beyond that party’s reasonable control, including acts of God, natural disasters, war, terrorism, riots, labor disputes, government actions, epidemics, pandemics, power failures, telecommunications failures, internet failures, cloud provider failures, third-party service failures, or other events outside reasonable control.

26. Relationship of the Parties

The parties are independent contractors. These Terms do not create a partnership, joint venture, employment relationship, franchise, fiduciary relationship, agency relationship, or other relationship between you and eRx.ai, Inc. Neither party may bind the other without prior written consent.

27. Assignment and Subcontracting

You may not assign or transfer these Terms, your Account, or your rights or obligations under these Terms without our prior written consent.

We may assign, transfer, or novate these Terms in whole or in part to an affiliate, successor, acquirer, or other entity in connection with a merger, acquisition, financing, restructuring, sale of assets, corporate transaction, or transfer of part or all of our business. We may subcontract performance of the Services to third-party service providers, provided that such subcontracting does not relieve us of obligations we have expressly accepted under these Terms or any applicable written agreement.

28. Changes to the Services or Terms

We may modify, suspend, or discontinue the Services, in whole or in part, at any time, with or without notice.

We may update these Terms from time to time. When we make changes, we will post the updated Terms and revise the “Last revised” date. If we make material changes, we may provide additional notice by email, Account notice, website notice, or other reasonable means.

Your continued use of the Services after updated Terms become effective constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Services.

29. Dispute Resolution, Arbitration, and Class Action Waiver

Please read this section carefully. It affects your legal rights.

Before initiating arbitration or litigation, the party raising a dispute must provide written notice to the other party describing the dispute and requested relief. Notice to the Company should be sent by email to allison@erx.ai or by regular mail to:

eRx.ai, Inc.  

412 S. Second Street  

St. Charles, IL 60174

The notice must include your name, telephone number, mailing address, email address associated with your Account, the name and contact information of your counsel if any, and a description of the dispute. The parties will attempt in good faith to resolve the dispute informally within forty-five (45) days after notice is received, unless the parties agree to extend that period.

Except for disputes that qualify for small claims court, claims for injunctive or equitable relief, claims involving intellectual property rights, or claims that cannot be arbitrated as a matter of law, you and the Company agree to resolve any claim arising out of or relating to these Terms or the Services through final and binding arbitration.

Either party may commence binding arbitration through ADR Services or another mutually agreed arbitration provider. Unless otherwise agreed, arbitration will take place in Kane County, Illinois, or remotely if permitted by the arbitrator. The parties will share arbitration fees equally unless the arbitrator determines otherwise or applicable law requires a different allocation.

All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this arbitration provision. The arbitrator may award any relief available in court on an individual basis, subject to these Terms.

NO CLASS ACTIONS. Disputes must be brought only on an individual basis and may not be brought as a plaintiff or class member in any purported class, consolidated, representative, private attorney general, or collective proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.

JURY TRIAL WAIVER. If any dispute proceeds in court rather than arbitration, each party knowingly and irrevocably waives any right to trial by jury to the maximum extent permitted by law.

Nothing in these Terms prevents either party from seeking temporary restraining orders, preliminary injunctions, or other equitable relief in a court of competent jurisdiction to preserve the status quo, prevent irreparable harm, protect intellectual property, or address unauthorized access or misuse of the Services.

## 30. Governing Law and Venue

These Terms and any dispute arising out of or relating to these Terms or the Services will be governed by the laws of the State of Illinois, without regard to conflict of law principles.

Subject to the arbitration provisions above, the state and federal courts located in Kane County, Illinois, will have exclusive jurisdiction over any dispute arising out of or relating to these Terms, the Services, or their formation, interpretation, or enforcement. Each party consents to the personal jurisdiction and venue of those courts.

## 31. General Terms

These Terms, together with any incorporated policies and applicable written agreements, constitute the entire agreement between you and eRx.ai, Inc. regarding the Services and supersede all prior or contemporaneous communications, understandings, and agreements regarding the Services.

If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be enforced to the maximum extent permitted by law.

Our failure to enforce any provision of these Terms is not a waiver of our right to enforce that provision later.

Headings are for convenience only and do not affect interpretation.

These Terms do not create any third-party beneficiary rights.

Any provisions that by their nature should survive termination will survive, including provisions relating to intellectual property, confidentiality, payment obligations, disclaimers, limitations of liability, indemnification, dispute resolution, governing law, and general terms.

## 32. Contact Us

If you have questions, comments, notices, or concerns about these Terms or the Services, please contact us at:

eRx.ai, Inc.  

412 S. Second Street  

St. Charles, IL 60174  

Email: allison@erx.ai

© 2026 eRx.ai, Inc. All rights reserved. Kinesi Ai is a product, service line, or brand operated by eRx.ai, Inc.