Terms of Service

Effective Date: May 11, 2026

Last Updated: May 11, 2026

These Terms are designed to be clear, transparent, and fair. You own Your Data, branchpoints owns the Service, and both sides are responsible for using the Service with appropriate human judgment and compliance review.

1. Introduction & Acceptance

branchpoints, LLC ("branchpoints," "we," "us," or "our") provides the Service to enterprise customers and their authorized users. The Service is a software platform for pharmaceutical marketing teams, together with our website and related services.

These Terms of Service ("Terms") apply to access to and use of the Service. If you use the Service for an organization, you represent that you are authorized to accept these Terms for that organization; in that case, "you" includes both you and the organization you represent.

You may use the Service only if you accept these Terms and comply with any applicable Customer Agreement. Accessing or using the Service, creating an Account, or using access provided by a customer means you agree to these Terms.

branchpoints contracts directly with enterprise customers. A Customer Agreement may include additional commercial, data-handling, security, support, or access terms for that customer. If a Customer Agreement conflicts with these Terms on those topics, the Customer Agreement controls for that customer. Nothing in these Terms limits statutory privacy rights or notices required by applicable law.

By using the Service, you agree that we may send service announcements, administrative notices, security notices, and permitted marketing communications electronically. You may opt out of marketing communications at any time.

Terms questions may be sent to legal@branchpoints.ai.

2. AI & Compliance Disclaimer

The Service may include AI-supported features. AI-generated outputs can be useful working materials, but they are not final claims, approvals, instructions, medical advice, legal advice, or regulatory determinations.

2.1 AI-Generated Content May Contain Errors.

Outputs generated through the Service may include:

incorrect statements, fabricated citations, or other factual errors;
incomplete, outdated, inconsistent, or contradictory material;
biased, insensitive, or inappropriate language;
content that does not reflect your brand, regulatory posture, market context, or intended audience; and
recommendations that require additional professional review before use.

2.2 Human Review Is Required.

You are responsible for reviewing Outputs before relying on them, sharing them, submitting them for review, or using them in business decisions. Qualified marketing, medical, legal, regulatory, and compliance personnel should apply independent judgment to any Output that may affect promotional, regulatory, medical, commercial, or customer-facing work. Outputs should be treated as draft assistance for your team, not as approval-ready material.

2.3 MLR & Regulatory Compliance.

Outputs from the Service are not guaranteed to pass Medical Legal Regulatory (MLR) review.

The Service may include compliance-oriented prompts, checks, labels, or workflow support. Those features are informational and operational aids only. They do not provide legal, medical, regulatory, or compliance advice and do not guarantee compliance with FDA, FTC, industry-code, customer-policy, or other requirements.

You are responsible for:

final MLR, legal, medical, and compliance approval before using generated content;
confirming that materials comply with applicable laws, regulations, guidance, industry codes, and customer policies;
maintaining substantiation, approval records, audit trails, and other records required for your use of Outputs; and
all consequences of using non-compliant materials or relying on Outputs without appropriate review.

branchpoints operational records may support service operation, troubleshooting, and enterprise reporting, but they are not a substitute for your MLR, substantiation, promotional-review, or regulatory records.

2.4 AI-Generated Copyright Status.

Content generated by AI systems may have uncertain copyright status under current law. Copyrightability may depend on human authorship, creative selection, arrangement, modification, and other facts specific to the work. As between you and branchpoints, we do not claim ownership of your Outputs, but we do not warrant that any Output is copyrightable, registrable, enforceable, commercially usable, or free of third-party rights. Consult counsel if copyright protection or clearance is material to your use of Outputs.

2.5 Third-Party AI Models.

Some Service features use AI models or AI infrastructure provided by third parties. We select and configure providers for the Service, but model behavior can change and may remain outside our direct control. We are not responsible for provider-side model changes, unexpected model behavior, or AI errors except as expressly stated in a Customer Agreement.

3. Our Services

Subject to these Terms and any Customer Agreement, branchpoints will make the Service available during the applicable access period. The Service is a software platform for pharmaceutical marketing teams.

The Service does not provide legal, medical, financial, regulatory, compliance, or professional advice.

Support and related services are limited to support of the Service unless a Customer Agreement states otherwise. Separate consulting, training, implementation, custom development, or on-site services require a Customer Agreement or other written agreement with branchpoints.

4. Early Access Terms

4.1 Early Access Status.

The Service is currently in early access. During early access:

the Service may contain bugs, errors, incomplete features, or changing behavior;
features may be added, changed, limited, or removed;
availability and performance may be less predictable than generally available software; and
we may reset, modify, or delete early-access data with reasonable notice where operationally necessary.

4.2 Notice Periods During Early Access.

When these Terms require advance notice, we may provide shorter notice during early access if security, legal, operational, provider, or product-development needs make shorter notice necessary. We will provide as much notice as practicable.

4.3 Transition to General Availability.

If the Service transitions from early access to general availability, we will provide at least thirty (30) days' notice where practicable. Section 4 will no longer apply after that transition, but the rest of these Terms will continue unless replaced or amended.

4.4 Feedback.

If you provide feedback, suggestions, requests, or ideas about the Service, branchpoints may use them without compensation, attribution, or restriction. Feedback does not give you ownership rights in the Service or in improvements we make.

5. Your Data & Intellectual Property

5.1 You Own Your Data.

You own and retain all rights, title, and interest in Your Data. Subject to applicable law, regulatory requirements, Customer Agreements, and Section 2.4, you may use your Outputs for your business purposes. As between you and branchpoints, we do not claim ownership of your Outputs, but copyrightability, clearance, regulatory status, and third-party rights remain your responsibility.

You represent and warrant that you and your Authorized Users have all rights, licenses, permissions, consents, releases, and authority needed to submit, upload, provide, approve, distribute, and use Your Data and any materials made available through the Service. This includes rights and permissions for text, brand assets, logos, trademarks, trade names, licensed images, third-party materials, names, likenesses, personas, claims, substantiation materials, and any other content or materials included in Your Data or used with Outputs.

You are responsible for ensuring that Your Data, your use of Outputs, and any customer-approved materials do not infringe, misappropriate, or violate any third-party intellectual property, publicity, privacy, confidentiality, contractual, regulatory, or other rights. branchpoints does not perform intellectual-property clearance, rights clearance, trademark clearance, claim substantiation, or promotional approval review for Your Data or Outputs.

5.2 branchpoints Materials and Intellectual Property.

Except for Your Data, branchpoints and its licensors retain all rights, title, and interest, including intellectual property rights, in and to the Service and the materials, software, documentation, templates, workflows, interfaces, models, configuration, know-how, technology, and other materials we provide or develop. These materials include the design and operation of the Service and any improvements, updates, derivative materials, or related technology we create outside of Your Data.

You receive only the access rights expressly stated in these Terms or your Customer Agreement. You may not copy, modify, frame, reverse engineer, extract, remove proprietary notices from, or create derivative works from branchpoints materials except as these Terms or a Customer Agreement expressly permit.

5.3 License Grants.

You permit branchpoints to host, process, store, display, transmit, and otherwise handle Your Data only as needed to provide, secure, support, and administer the Service; comply with legal and contractual obligations; and exercise rights expressly described in these Terms and our Privacy Policy.

During the applicable access period, branchpoints gives you and your Authorized Users limited, non-exclusive, non-transferable permission to access and use the Service, subject to these Terms and your Customer Agreement. Access is for your internal business use unless a Customer Agreement expressly permits broader use.

5.4 No Training on Your Data.

We do not use Your Data to train or fine-tune AI models.

For purposes of these Terms, Resultant Data means aggregated, anonymized, or de-identified operational or usage information derived from use of the Service. We may create and use Resultant Data to operate the Service, measure performance, improve reliability and the Service, plan features, understand adoption, support security, and manage our business. Resultant Data must not identify you, your organization, your Authorized Users, or your specific content. We will not intentionally create Resultant Data from a dataset so narrow that it reasonably reveals identifiable portions of Your Data. branchpoints owns and may use Resultant Data as described in these Terms.

We do not route Your Data to AI providers unless the provider's applicable data protection terms, business/API terms, or written commitments prohibit use of Your Data to train or improve general models. See Section 16 for third-party data handling.

5.5 Data Portability.

Customers should request export of Your Data before termination or promptly after receiving notice of termination by contacting support@branchpoints.ai. Export availability may be limited after deletion begins. Section 7.2 describes retention and deletion timing.

5.6 Copyright Complaints and Takedowns.

branchpoints respects copyright rights and expects customers and Authorized Users to do the same. If we receive a copyright complaint or other rights-related notice involving Your Data, Outputs, or materials made available through the Service, we may remove, restrict, disable, or preserve access to the affected material as reasonably appropriate, notify the relevant customer administrator, request additional information, and take other action permitted by these Terms, a Customer Agreement, or applicable law.

If you believe material available through the Service infringes a copyright you own or are authorized to enforce, you may send an electronic notice to our copyright contact:

Copyright Contact:

branchpoints, LLC

legal@branchpoints.ai

Your notice should include:

your physical or electronic signature;
identification of the copyrighted work you claim has been infringed;
identification of the material you believe is infringing and information reasonably sufficient for us to locate it;
your contact information, including name, mailing address, telephone number, and email address;
a statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
a statement that the information in your notice is accurate and that you are the copyright owner or authorized to act for the copyright owner.

Knowingly submitting a false or misleading copyright notice may create legal liability. This process is for copyright complaints only. Other legal notices must be sent as described in Section 20.

branchpoints may terminate or suspend Accounts or Authorized User access in appropriate circumstances if we determine that a customer or Authorized User repeatedly infringes or is repeatedly alleged to infringe copyrights or other intellectual property rights. We may also restrict access to material that we reasonably believe creates infringement, legal, security, or operational risk.

6. Confidentiality

6.1 Confidentiality Standard.

Each party may receive Confidential Information from the other party. The receiving party may use Confidential Information only to perform obligations, exercise rights, receive the Service, provide the Service, or administer the relationship under these Terms, a Customer Agreement, or another written agreement between the parties.

The receiving party must protect Confidential Information using at least reasonable care and may disclose it only to personnel, contractors, advisors, service providers, or representatives who need access for the permitted purpose and are bound by confidentiality obligations appropriate to their role.

6.2 Exclusions and Required Disclosures.

Confidential Information does not include information that the receiving party can show is publicly available without breach, already known without confidentiality restriction, independently developed without use of the disclosing party's Confidential Information, or rightfully received from a third party without a duty of confidentiality.

A party may disclose Confidential Information when required by law, subpoena, court order, or government process. Where legally permitted and practicable, the receiving party will provide advance notice so the disclosing party can seek protective treatment.

6.3 Relationship to Other Agreements.

If an NDA, Customer Agreement, data processing agreement, security addendum, or other written agreement covers the same Confidential Information, that agreement controls for the covered subject matter to the extent of a conflict. This Section 6 does not limit our commitments for Your Data in Section 5, Section 7, or the Privacy Policy.

7. Data Handling & Security

7.1 Data Storage & Location.

Your Data is stored primarily in the United States, and the Service currently operates primarily from U.S.-hosted infrastructure. Some service providers and subprocessors may process information in other jurisdictions under applicable data protection terms and transfer mechanisms.

7.2 Data Retention.

Active access. We retain Your Data for the duration of the applicable access period or as otherwise agreed in your Customer Agreement.

Termination and deletion. On termination, Account closure, or written deletion request, branchpoints will delete Your Data from active production systems within thirty (30) days through its administrative deletion process and provide written confirmation. Backup copies are purged or overwritten in the ordinary course within ninety (90) days thereafter, unless retention is required for legal, security, fraud-prevention, billing, or contractual reasons.

Urgent deletion requests. For urgent deletion requests, contact privacy@branchpoints.ai. We will review and confirm the available timeline based on the affected systems, legal requirements, and Customer Agreement.

7.3 Data Security.

We maintain administrative, technical, and organizational safeguards for Your Data, including encryption in transit and at rest through our hosting, database, and storage providers; access controls; authentication requirements; security monitoring; application security review; and incident response procedures.

Security is shared. You are responsible for Account credential security, customer-side administrator settings, Authorized User behavior, and use of the Service within your organization.

7.4 Subprocessors.

We use third-party service providers to help deliver the Service. A current list of named subprocessors is made available to enterprise customers through the contracting or security review process, typically under NDA. Customers with a Data Processing Agreement receive notice before we add a new subprocessor that handles Your Data, as described in the applicable DPA.

7.5 HIPAA Disclaimer.

The Service is not designed, certified, or intended to store, process, or transmit Protected Health Information (PHI) as defined under HIPAA. Do not submit PHI to the Service. Customers that require HIPAA-regulated processing should contact us before submitting any PHI and may not submit PHI unless we have entered into a separate written agreement expressly permitting it.

7.6 Security Incident Notice.

If a security incident affects Your Data or personal information we hold, we will notify affected customers and, where required, affected users without unreasonable delay and in accordance with applicable law and any contractual commitments.

7.7 Data Processing Agreement.

Customers requiring Data Processing Agreements for compliance purposes should contact legal@branchpoints.ai.

8. Account & Access

8.1 Registration.

To use the Service, you must have an Account or other approved access method. Account information must be accurate, current, and complete.

8.2 Account Security.

You are responsible for credentials, role assignments, and activity under Accounts and Authorized User access made available to you. Credentials may not be shared. You must promptly notify support@branchpoints.ai if you suspect unauthorized access, credential compromise, or misuse of the Service.

8.3 Authorized Users.

The customer controls which Authorized Users may access the Service unless a Customer Agreement states otherwise. Each Authorized User must use individual credentials. Access may not be extended to another company, agency, consultant, service provider, contractor, client, or other third party unless expressly permitted in a Customer Agreement.

The customer is responsible for its Authorized Users' use of the Service and for ensuring they follow these Terms. Authorized User limits, roles, and permissions are set by the Customer Agreement, Account settings, or another approved access arrangement.

8.4 Enterprise Accounts.

Customers may arrange multi-seat access, additional features, and enterprise support through Customer Agreements that supplement these Terms. Contact sales@branchpoints.ai.

9. Fees & Billing

9.1 Customer Agreements and Access Arrangements.

To access the Service, you must have a Customer Agreement or other written access arrangement approved by branchpoints. Features, usage limits, Authorized User limits, Fees, and access periods are set out in your Customer Agreement, invoice, Account, or other approved access arrangement.

9.2 Term and Renewal.

Your access continues for the access period set out in your Customer Agreement, invoice, Account, or other approved access arrangement. Renewal, expiration, and non-renewal terms are governed by the applicable Customer Agreement or access arrangement. Unless your Customer Agreement or access arrangement expressly provides otherwise, access does not automatically renew.

9.3 Billing & Payment.

Fees are invoiced or otherwise billed as set out in your Customer Agreement, invoice, Account, or other approved access arrangement. You agree to pay all undisputed Fees by the due date stated in the applicable invoice or agreement. Payments must be lawful, authorized, and made through an approved payment method.

If you dispute an invoice in good faith, you must notify us in writing before the due date and cooperate with us to resolve the dispute. We may suspend access to the Service for overdue, undisputed amounts after reasonable notice.

9.4 Late Payments.

Past-due, undisputed balances accrue interest at 1.5% per month, or the maximum rate permitted by law if lower. We may suspend your access to the Service if undisputed Fees remain unpaid after reasonable notice.

9.5 Cancellation and Non-Renewal.

Cancellation, non-renewal, and termination rights are governed by your Customer Agreement or other approved access arrangement. Unless that agreement states otherwise, canceling access or ceasing use does not relieve you of the obligation to pay Fees for the then-current committed term or access period.

9.6 Refunds.

Unless your Customer Agreement or other approved access arrangement states otherwise, or unless required by law, Fees are non-cancelable and non-refundable except where we terminate without cause or you terminate due to our uncured material breach. Contact support@branchpoints.ai for refund requests.

9.7 Price Changes.

We may change our pricing at any time. For existing customers, pricing changes apply only to renewal periods, new Customer Agreements, or other future access arrangements unless your Customer Agreement states otherwise. We will provide reasonable advance notice of material price increases that affect your renewal or future paid access.

9.8 Taxes.

Fees do not include taxes unless the invoice or Customer Agreement says otherwise. You are responsible for applicable sales, use, VAT, GST, withholding, and similar transaction taxes tied to your purchase or use of the Service, other than taxes based on branchpoints' net income. We may collect and remit taxes where required. Any exemption certificate must be valid and provided before invoicing unless we agree otherwise.

10. Service License & Acceptable Use

10.1 Access Rights.

During the applicable access period, branchpoints grants you and your Authorized Users a limited, non-exclusive, non-transferable right to access and use the Service, subject to your Customer Agreement, any other approved access arrangement, and these Terms.

10.2 Regulated-Use Restrictions.

You may not use the Service to create, approve, distribute, or support materials that:

promote unapproved uses of FDA-approved products;
make deceptive, misleading, unsupported, or non-compliant health claims;
violate FDA, FTC, anti-kickback, anti-bribery, privacy, pharmacovigilance, or other applicable legal or regulatory requirements; or
bypass required customer, legal, medical, regulatory, or compliance review.

10.3 Security and Service Integrity.

You may not use the Service to compromise, test, overload, bypass, or interfere with branchpoints systems, provider systems, other customers, or security controls. This includes unauthorized scraping, automated access, malware, credential sharing, circumvention, reverse engineering, decompilation, extraction of underlying models or source code, or attempts to access data or systems without permission.

10.4 Content and Conduct Restrictions.

You may not use the Service to create or distribute unlawful, abusive, harassing, threatening, sexually exploitative, discriminatory, deceptive, violent, terrorist, non-consensual intimate, child-exploitative, or large-scale disinformation content.

10.5 Competitive and Third-Party Use.

You may not use the Service to build, train, benchmark, or improve a competing product or service. You may not resell, sublicense, redistribute, make access available to a third party, or use the Service as an agency, consultancy, service bureau, outsourcing provider, or similar third-party provider unless a Customer Agreement expressly permits that use.

10.6 Enforcement.

If we reasonably believe use of the Service violates this Section 10, threatens security, creates legal risk, or could harm branchpoints, customers, users, providers, or the public, we may refuse the request, remove or restrict access to the affected material, suspend access, terminate access as permitted by Section 15, notify the customer administrator, or cooperate with legal authorities where appropriate.

11. Service Availability & Support

11.1 Availability.

While we strive to make the Service available, we do not guarantee 100% uptime. Availability may be affected by maintenance, security work, provider outages, network issues, force majeure events, or other conditions outside our reasonable control. We will try to provide reasonable advance notice of planned downtime where practicable.

11.2 Support.

Support is available via email at support@branchpoints.ai. We target the following response times during business hours (9am-5pm ET, Monday-Friday):

Critical (Service unavailable for most users): 4 business hours
High (significant feature impairment with no workaround): 1 business day
Medium (non-critical issues, general inquiries): 2 business days
Low (feedback, minor requests): 3 business days

These response targets are indicative and best-effort during the early access period. Enhanced support terms may be arranged through Customer Agreements.

11.3 Service Modifications.

We continuously improve the Service and may modify, update, or discontinue features at any time. For material changes that negatively affect core functionality, we will provide at least thirty (30) days' notice where practicable. During early access, changes may occur with shorter notice as we optimize the Service.

11.4 AI Model Changes.

The Service uses AI models from third-party providers. We may change or update underlying AI models to improve performance or capabilities. We will provide notice where practicable of material changes that significantly affect output quality or characteristics.

12. Disclaimers & Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND COURSE OF PERFORMANCE.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, CORRECTED, ACCURATE, COMPLETE, OR SUITABLE FOR YOUR PURPOSES, OR THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR ACHIEVE YOUR DESIRED RESULTS.

We make no warranty that content generated by the Service complies with FDA, FTC, MLR, medical, legal, regulatory, or customer requirements. The Service does not constitute legal, medical, regulatory, or compliance advice.

Some jurisdictions do not allow certain warranty exclusions. In those jurisdictions, the exclusions apply to the fullest extent permitted by law.

13. Limitation of Liability

13.1 Liability Cap.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BRANCHPOINTS' TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE TOTAL FEES YOU PAID OR OWE TO BRANCHPOINTS FOR THE SERVICE DURING THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, UNLESS YOUR CUSTOMER AGREEMENT STATES A DIFFERENT CAP.

13.2 Excluded Damages.

EXCEPT WHERE APPLICABLE LAW PROHIBITS THIS LIMITATION, BRANCHPOINTS AND YOU EACH DISCLAIM LIABILITY FOR INDIRECT DAMAGES, INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, SPECIAL DAMAGES, EXEMPLARY DAMAGES, PUNITIVE DAMAGES, OR ENHANCED DAMAGES, AND FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITY, LOSS OF GOODWILL, LOSS OF DATA, OR COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED THAT SUCH DAMAGES ARE POSSIBLE.

13.3 Causation and Mitigation.

A party is responsible only for losses finally determined to have resulted from that party's own breach, acts, or omissions, subject to the limits and exclusions in these Terms. Each party must use commercially reasonable efforts to limit avoidable losses.

13.4 Additional Exclusions.

Without limiting the above, branchpoints will not be liable for:

regulatory fines or penalties resulting from your use of the Service;
damages arising from reliance on Outputs without appropriate human review;
damages arising from unauthorized access caused by customer-side credential, administrator, or Authorized User failures; or
damages caused by third-party systems, data, or services outside branchpoints' reasonable control.

13.5 Exceptions.

The limitations in this Section 13 do not apply to your indemnification obligations, either party's confidentiality obligations, your violation of our intellectual property rights, your violation of Section 10, or liabilities that cannot be limited by law. branchpoints' indemnification obligations are subject to Section 14.2 unless a Customer Agreement states otherwise.

14. Indemnification

14.1 Your Indemnification of branchpoints.

You will indemnify and defend branchpoints and its officers, directors, employees, and agents against third-party claims, damages, losses, liabilities, costs, and reasonable attorneys' fees arising from:

your or your Authorized Users' use of the Service;
your breach of these Terms or a Customer Agreement;
your violation of law or regulation, including FDA, FTC, anti-bribery, privacy, or promotional compliance requirements;
your use of Outputs without proper MLR approval, substantiation, or human review;
Your Data or materials you upload, create, approve, distribute, or provide through the Service; or
your infringement or alleged infringement of third-party rights.

14.2 branchpoints' Indemnification of You.

branchpoints will defend you against a third-party claim alleging that the Service, excluding Your Data and Outputs, infringes a valid United States patent, copyright, or trademark. branchpoints will pay damages finally awarded by a court or included in a settlement approved by branchpoints, subject to the cap below.

To receive this protection, you must promptly notify us, allow us to control the defense and settlement, and provide reasonable cooperation. We will not settle a claim in a way that requires you to admit fault or pay money without your consent.

branchpoints' total indemnification obligation under this Section 14.2 will not exceed the amounts you paid or owe to branchpoints under the applicable Customer Agreement or other approved access arrangement during the twelve (12) months before the event giving rise to the claim, unless a Customer Agreement expressly states a higher cap.

If an infringement claim is made or appears likely, we may modify the Service, obtain a license for continued use, replace the affected functionality, or terminate the affected access and refund prepaid Fees for the terminated period.

We have no obligation under this Section 14.2 for claims arising from Your Data, Outputs, modifications not made by branchpoints, use with products or services not supplied by branchpoints, failure to follow written instructions, or use in violation of these Terms or a Customer Agreement.

14.3 Indemnification Process.

The party seeking indemnification must give prompt written notice and reasonable assistance. The indemnifying party controls the defense and settlement, subject to the settlement limits stated above. The indemnified party may participate at its own expense.

15. Suspension & Termination

15.1 Suspension.

We may suspend all or part of the Service if we reasonably determine that suspension is needed to address a security threat, unauthorized access, suspected misuse, unlawful or fraudulent activity, regulatory or safety risk, provider dependency issue, unpaid undisputed Fees after notice, or a legal requirement. We will use commercially reasonable efforts to tailor the suspension to the issue and restore access when the issue is resolved.

15.2 Termination by branchpoints.

We may terminate these Terms, an Account, or access to the Service if: (a) a material breach remains unresolved after written notice and a reasonable cure period, which will be fourteen (14) days unless a Customer Agreement states otherwise; (b) the breach cannot reasonably be cured; (c) use of the Service is fraudulent, illegal, or creates material security, regulatory, or safety risk; (d) you become subject to insolvency, liquidation, receivership, or similar proceedings; or (e) the applicable Customer Agreement or approved access arrangement ends.

15.3 Termination by customer or user.

You may terminate or not renew access as allowed by Section 9.5 and any applicable Customer Agreement or approved access arrangement. You may also terminate for branchpoints' uncured material breach if branchpoints does not resolve the breach within the cure period stated in the applicable Customer Agreement, or within fourteen (14) days after written notice if no period is stated.

15.4 Effect of Termination.

When access ends, your right to use the Service ends. Customers should request export of Your Data before termination or promptly after receiving termination notice. We will delete Your Data as described in Section 7.2, subject to retention required for legal, security, fraud-prevention, billing, or contractual reasons. Termination does not affect rights or liabilities that accrued before termination. If you prepaid Fees, refunds are available only as stated in Section 9.6 or the applicable Customer Agreement.

16. Third-Party Services

16.1 AI Provider Data Handling.

Your Data, along with relevant instructions, context, and configuration needed to provide the Service, is transmitted to third-party AI providers to generate outputs. Important details:

We do not use Your Data to train or fine-tune AI models.
We do not route Your Data to AI providers unless the provider's applicable data protection terms, business/API terms, or written commitments prohibit use of Your Data to train or improve general models.
Data is transmitted via encrypted connections.
AI providers may temporarily retain submitted inputs and generated outputs for abuse monitoring, security, debugging, or service operation for a limited period, typically 30 days or less, or may not retain them at all depending on the provider and workflow.

16.2 Public-Source Research Workflows.

Some workflows use approved search or research providers to retrieve public scientific, professional, or business materials. Those providers may receive limited search query text needed to return the requested materials. These workflows are used to retrieve public materials; they are not used for PHI, patient-level research, or automated decisions about individuals.

16.3 Provider Changes.

We may add, remove, or change third-party providers to improve the Service. We will provide notice where practicable of material changes to providers that significantly affect data handling or service characteristics. During early access, provider changes may occur with shorter notice.

16.4 External Sites and Materials.

Some Service workflows may link to or retrieve materials from sources outside branchpoints. Those sources may be governed by their own terms, notices, and privacy practices. branchpoints is not responsible for external content, availability, updates, or policies, and you should evaluate external materials before relying on them.

17. Publicity

We will not publicly identify you as a customer or use your name, logo, or trademarks in marketing materials without your prior written consent, unless your Customer Agreement expressly permits it.

Separate agreements may include modified publicity terms.

18. Changes to Terms

We may modify these Terms from time to time, including to reflect changes in law, regulatory guidance, product functionality, provider requirements, or our business practices. If we make material changes, we will notify you by email and/or through the Service at least thirty (30) days before the changes take effect, unless a shorter period is required for legal, security, or operational reasons.

Your continued use of the Service after updated Terms take effect constitutes acceptance of the changes. If you do not agree to updated Terms, you may stop using the Service and terminate your access in accordance with Section 9.5 and any applicable Customer Agreement or approved access arrangement. Refunds, if any, are governed by Section 9.6 and the applicable Customer Agreement or access arrangement.

The "Last Updated" date at the top of these Terms indicates when they were most recently revised. We maintain an archive of previous versions, available upon request.

19. Dispute Resolution & Arbitration

19.1 Informal Resolution.

Before initiating formal dispute resolution, you agree to contact us at legal@branchpoints.ai and attempt to resolve any dispute informally for at least thirty (30) days.

19.2 Binding Arbitration.

If informal resolution fails, and except for the matters described in Section 19.5, any dispute, claim, or controversy arising out of or relating to these Terms, the Service, or the relationship between you and branchpoints will be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement.

The arbitration will be conducted before one neutral arbitrator unless the parties agree otherwise. The arbitrator may award the same individual relief that a court could award, subject to the limitations and exclusions in these Terms. The arbitrator's decision is final and binding, and judgment on the arbitration award may be entered by a court with authority over the award.

19.3 Arbitration Fees.

Arbitration fees are allocated according to the applicable AAA rules. Each party is responsible for their own attorneys' fees unless applicable law requires otherwise.

19.4 Class Action Waiver.

YOU AND BRANCHPOINTS EACH WAIVE ANY RIGHT TO A JURY TRIAL AND ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION. CLAIMS MUST PROCEED ONLY AS INDIVIDUAL CLAIMS, NOT ON BEHALF OF A PROPOSED CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. THE ARBITRATOR MAY NOT PRESIDE OVER ANY CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. If any part of this waiver is found unenforceable as to a particular claim or request for relief, that claim or request for relief may proceed in court only, and the remaining claims will remain subject to arbitration to the maximum extent permitted by law.

19.5 Exceptions.

Either party may bring a claim in small claims court if it qualifies. Either party may seek temporary, preliminary, or permanent injunctive or equitable relief in court to protect intellectual property rights, confidentiality obligations, or Service security, or to prevent imminent harm. These exceptions do not waive the class action waiver.

19.6 Governing Law.

Delaware law governs these Terms, without regard to conflict-of-law rules. The Federal Arbitration Act governs the interpretation and enforcement of Section 19. Any arbitration may be conducted remotely, in Delaware, or at another location mutually agreed upon by the parties.

20. General Provisions

Entire Agreement. These Terms, together with our Privacy Policy, any Customer Agreement, and any other agreements expressly incorporated by reference, constitute the entire agreement between you and branchpoints regarding the Service. If a Customer Agreement controls a topic under Section 1, it controls only for that customer and topic.

No Agency. These Terms do not create a partnership, employment, franchise, fiduciary, joint venture, or agency relationship.

Severability. If part of these Terms is invalid or unenforceable, the rest remains in effect. The invalid or unenforceable part will be modified to the minimum extent necessary to make it valid and enforceable while preserving its intent.

Assignment. You may assign or transfer these Terms only with our written approval. branchpoints may assign these Terms in connection with a merger, acquisition, corporate reorganization, sale of all or substantially all assets, or by operation of law.

Force Majeure. We are not liable for delay or failure to perform due to events beyond our reasonable control, including natural disasters, war, terrorism, labor disputes, government actions, widespread internet outages, provider outages, or other events that could not reasonably have been avoided.

Waiver. A failure to enforce a provision is not a waiver. Any waiver must be in writing and signed by the party granting it.

Notices. We may provide notices to you by email to the address associated with your Account, through the Service interface, or by posting on our website. Notices to us must be sent to legal@branchpoints.ai unless a Customer Agreement states otherwise.

Survival. Provisions that by their nature should survive termination will survive, including Sections 2, 5, 6, 7.2, 12, 13, 14, 19, 20, and 21.

21. Definitions

In these Terms:

Account means an account or approved access method used to access the Service.

Authorized User means an individual authorized by a customer to access and use the Service under these Terms and any applicable Customer Agreement.

Confidential Information means non-public information disclosed by one party to the other in connection with the Service or these Terms that is marked confidential or reasonably should be understood as confidential based on its nature and the circumstances of disclosure. Confidential Information includes Your Data, business plans, marketing strategies, brand information, pipeline information, financial information, technical information, and trade secrets. Confidential Information does not include information excluded under Section 6.2.

Customer Agreement means any order form, master services agreement, data processing agreement, security addendum, statement of work, invoice terms, or other written agreement between branchpoints and a customer governing access to or use of the Service.

Fees means amounts payable for access to or use of the Service, as set out in your Customer Agreement, invoice, Account, or other approved access arrangement.

Inputs means all data and materials you or your Authorized Users enter or upload into the Service.

Outputs means content, data, and other materials produced through use of the Service.

Resultant Data means aggregated, anonymized, or de-identified operational or usage information derived from use of the Service, as described in Section 5.4.

Service means branchpoints' software, website, and related services as described in these Terms.

Your Data includes Inputs and Outputs, but excludes Resultant Data and back-end or internal system outputs not generally available to users of the Service.