Terms of Service

1. Acceptance of Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you and Natoe Inc., a Delaware corporation doing business as Natoe AI (“we,” “us,” or “our”). By accessing or using our website at www.natoe.ai, our teleradiology platform, or any related services (collectively, the “Services”), you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our Services.

If you are accessing the Services on behalf of a healthcare facility, hospital, clinic, or other organization, you represent and warrant that you have the authority to bind that organization to these Terms, and references to “you” shall include that organization.

2. Description of Services

Natoe AI provides teleradiology services, including remote diagnostic imaging interpretation and radiology reading services, to healthcare facilities and providers, primarily in the State of Florida. Our Services include:

• Remote interpretation of diagnostic imaging studies (X-rays, CT scans, MRIs, ultrasounds, and other medical images).
• Delivery of radiology reports to referring healthcare providers.
• Access to our proprietary teleradiology platform for image transmission and report retrieval.
• Related support and operational services.

Our platform supports DICOM 3.0 standard for imaging data transmission and storage, ensuring compatibility with healthcare information systems and compliance with industry standards for medical imaging data.

3. Eligibility and Account Registration

3.1 Eligibility

Our Services are intended for use by licensed healthcare professionals, healthcare facilities, and their authorized representatives. By using our Services, you represent that you are a licensed healthcare professional or an authorized representative of a healthcare facility.

3.2 Account Registration

To access certain features of the Services, you may be required to create an account. You agree to provide accurate, current, and complete information during registration, maintain the security of your account credentials, promptly notify us of any unauthorized use of your account, and accept responsibility for all activities that occur under your account.

3.3 Account Security

You are responsible for maintaining the confidentiality of your login credentials. Given the sensitive nature of healthcare data, you must not share your account credentials with any unauthorized person, must use multi-factor authentication where available, and must log out of the platform when not in use. We are not liable for any loss or damage arising from your failure to maintain account security.

4. Professional Responsibilities

4.1 Clinical Services and Radiologist Licensing

Our teleradiology interpretations are provided by board-certified radiologists licensed in the applicable jurisdictions where they provide interpretations. Natoe maintains a comprehensive credentialing and license verification program to ensure all radiologists meet applicable state licensing requirements. Radiology reports are intended to assist referring physicians in patient care. The referring physician retains ultimate clinical responsibility for patient management and treatment decisions based on our reports.

4.2 Not a Substitute for In-Person Care

Our teleradiology services are intended to supplement, not replace, the clinical judgment of the referring physician. Our reports should be considered in the context of each patient’s complete clinical picture.

4.3 Critical Findings Protocol

Critical or urgent findings are communicated pursuant to Natoe’s Critical Findings Communication Protocol and the specific procedures defined in individual Service Agreements. Natoe’s radiologists will notify the referring facility immediately upon identification of critical findings in accordance with established timelines and methods set forth in the applicable service agreement.

4.4 Professional Liability Coverage

Natoe maintains professional liability (malpractice) insurance coverage appropriate for teleradiology services and maintains such coverage continuously during the term of service.

4.5 Use of Artificial Intelligence

Natoe utilizes artificial intelligence and machine learning technologies as decision support tools within the clinical workflow. All AI-generated outputs are reviewed and verified by licensed radiologists before reports are finalized and delivered. AI does not independently diagnose, make treatment decisions, or provide clinical interpretations without human review. AI serves solely as decision support to assist radiologists; all final interpretations, conclusions, and clinical recommendations are provided by and remain the sole responsibility of the licensed radiologists.

Our AI clinical decision support tools have received FDA 510(k) clearance for their intended uses. Natoe maintains documentation of FDA clearance status and regulatory compliance for all AI/ML tools used in clinical workflows. Users are informed of AI involvement in case processing.

5. Healthcare Compliance

Both parties acknowledge and agree to comply with all applicable healthcare laws and regulations, including but not limited to:

• The Health Insurance Portability and Accountability Act of 1996 (HIPAA) and its implementing regulations.
• The Health Information Technology for Economic and Clinical Health Act (HITECH Act).
• Applicable state telehealth and telemedicine laws.
• State medical licensing requirements.
• The Anti-Kickback Statute and Stark Law, as applicable.
• All applicable federal and state fraud and abuse laws.

The handling of Protected Health Information (PHI) is governed by our HIPAA Notice of Privacy Practices and applicable Business Associate Agreements, which are incorporated by reference into these Terms.

6. Intellectual Property

6.1 Our Intellectual Property

All content, features, functionality, software, technology, and materials available through the Services, including but not limited to our teleradiology platform, algorithms, user interfaces, trademarks, logos, and proprietary methodologies, are owned by Natoe Inc. or our licensors and are protected by intellectual property laws. You may not copy, modify, distribute, sell, or create derivative works based on our intellectual property without our prior written consent.

6.2 Limited License

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for their intended purpose. This license does not include the right to sublicense, reverse engineer, decompile, or disassemble any aspect of the Services.

7. Prohibited Uses

You agree not to use the Services to:

• Violate any applicable law, regulation, or professional ethical standard.
• Transmit any data that you do not have the right to transmit under any law or contractual obligation.
• Interfere with or disrupt the integrity or performance of the Services.
• Attempt to gain unauthorized access to any part of the Services or related systems.
• Use automated means (bots, scrapers, etc.) to access the Services without our written permission.
• Use the Services for any purpose other than legitimate healthcare operations.
• Transmit viruses, malware, or other harmful code.
• Circumvent any security measures or access controls.

8. Service Availability and Support

8.1 Availability

We strive to maintain the availability of our Services but do not guarantee uninterrupted access. The Services may be temporarily unavailable due to scheduled maintenance, system updates, or circumstances beyond our control. We will make reasonable efforts to provide advance notice of planned downtime.

8.2 Service Levels and Turnaround Times

Specific service level commitments, uptime guarantees, turnaround times for radiology interpretations, and other operational service metrics are defined in the individual Service Agreement between you and Natoe. These Terms of Service establish general terms and conditions; your Service Agreement governs the specific operational requirements and performance standards for your account.

8.3 Support

Technical support is available during business hours as specified in your service agreement. Emergency support for critical clinical situations may be available outside standard hours as defined in your service agreement.

9. Fees and Payment

Fees for our Services are set forth in the applicable service agreement between you (or your organization) and us. Unless otherwise specified in your service agreement, all fees are due within thirty (30) days of invoice date, late payments may incur interest at the rate of 1.5% per month or the maximum rate permitted by law (whichever is lower), and we reserve the right to suspend Services for accounts with overdue balances exceeding sixty (60) days.

10. Limitation of Liability

10.1 Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE NON-CLINICAL ASPECTS OF THE SERVICES (INCLUDING WEBSITE FUNCTIONALITY, PLATFORM AVAILABILITY, AND ADMINISTRATIVE FEATURES) ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THIS DISCLAIMER DOES NOT APPLY TO CLINICAL RADIOLOGY INTERPRETATION SERVICES, WHICH ARE PROVIDED IN ACCORDANCE WITH APPLICABLE PROFESSIONAL STANDARDS OF CARE.

10.2 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NATOE INC. SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY.

10.3 Cap on Liability

SUBJECT TO THE EXCEPTIONS IN SECTION 10.4, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE NON-CLINICAL ASPECTS OF THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO NATOE INC. DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR THE AVOIDANCE OF DOUBT, THIS CAP DOES NOT APPLY TO LIABILITY ARISING FROM PROFESSIONAL NEGLIGENCE IN CLINICAL RADIOLOGY SERVICES, HIPAA VIOLATIONS, OR ANY OTHER LIABILITY THAT CANNOT BE CAPPED UNDER APPLICABLE LAW, AS SET FORTH IN SECTION 10.4.

10.4 Exceptions

Nothing in this section shall limit liability for gross negligence, willful misconduct, fraud, professional negligence in the provision of clinical radiology services, violations of HIPAA or applicable healthcare privacy laws, breach of professional duties, or any liability that cannot be excluded or limited under applicable healthcare regulations or law. The limitations of liability in Sections 10.1, 10.2, and 10.3 do not apply to Natoe’s obligation to maintain professional standards in clinical service delivery or regulatory compliance.

11. Indemnification

11.1 Customer Indemnification

You agree to indemnify, defend, and hold harmless Natoe Inc., its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys’ fees) arising out of or related to your use of the Services in violation of these Terms, your breach of any representation or warranty, your violation of any applicable law or regulation, or any claim by a third party arising from your use of the Services.

11.2 Natoe Indemnification

Natoe Inc. agrees to indemnify, defend, and hold harmless you, your officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys’ fees) arising out of or related to Natoe Inc.’s professional negligence in the provision of clinical radiology services, Natoe Inc.’s violations of HIPAA or applicable healthcare privacy and security laws, Natoe Inc.’s breach of professional duties or this Agreement, or any claim arising from Natoe Inc.’s use or handling of your data. This indemnification obligation does not apply to claims arising from your failure to follow applicable protocols or your negligent use of the Services.

12. Term and Termination

12.1 Term

These Terms are effective as of the date you first access the Services and remain in effect until terminated by either party.

12.2 Termination for Convenience

Either party may terminate these Terms upon thirty (30) days written notice to the other party, subject to any minimum term commitments in your service agreement.

12.3 Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within fifteen (15) days of receiving written notice, or becomes subject to bankruptcy, insolvency, or similar proceedings.

12.4 Effect of Termination

Upon termination, your right to access and use the Services will cease. We will retain and handle any PHI in accordance with HIPAA requirements and our data retention policies.

12.5 Data Portability

Upon request during a reasonable transition period following termination (minimum 90 days), Natoe will make available all reports and imaging data in standard, portable formats including DICOM 3.0, PDF, and HL7 as applicable to facilitate your transition to another provider. This data will be provided at no additional cost in support of continuity of patient care. Sections relating to intellectual property, limitation of liability, indemnification, governing law, and any other provisions that by their nature should survive, will survive termination.

13. Dispute Resolution

13.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

13.2 Informal Resolution

Before initiating any formal dispute resolution, the parties agree to attempt to resolve any dispute informally by contacting each other and negotiating in good faith for a period of thirty (30) days.

13.3 Arbitration

If informal resolution is unsuccessful, any dispute arising out of or relating to these Terms shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in Clearwater, Florida, before a single arbitrator. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

13.4 Exceptions

Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement of intellectual property rights or breach of confidentiality obligations.

14. Modifications to Terms

We reserve the right to modify these Terms at any time. Material changes will be communicated by posting the updated Terms on our website with a revised effective date and, where appropriate, by notifying registered users via email. Your continued use of the Services after such changes constitutes acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Services. If you do not agree to any material modification, you may terminate these Terms upon written notice within thirty (30) days of the modification effective date. Continued use of the Services beyond thirty (30) days after notice constitutes acceptance.

15. General Provisions

Entire Agreement: These Terms, together with our Privacy Policy, HIPAA Notice of Privacy Practices, any applicable Business Associate Agreement, and your service agreement, constitute the entire agreement between you and us regarding the Services.

Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect.

Waiver: Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.

Assignment: You may not assign or transfer these Terms without our prior written consent. Natoe Inc. may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets.

Force Majeure: Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to natural disasters, pandemics, government actions, or infrastructure failures.

Notices: All notices under these Terms shall be in writing and sent to the addresses specified in the applicable service agreement. Notices to Natoe Inc. may also be sent to [email protected].

16. Contact Information

If you have questions about these Terms of Service, please contact us:

Natoe Inc.
29399 US Highway 19 N, Suite #150, Clearwater, Florida 33761
Email: [email protected]
Phone: +1 (656) 241-6730