Terms of Service
v2026-05-12iSpi USER TERMS OF SERVICE
These User Terms of Service ("User Terms") apply to you ("User," "you," or "your") when you access or use the software, hardware, devices, dashboards, alerts, magic links, mobile experiences, application programming interfaces, models, and related services (collectively, the "Services") provided by iSpi Ventures, LLC, a Delaware limited liability company qualified to do business in the State of Alabama, with principal place of business in Birmingham, Alabama (referred to as "iSpi," "we," "our," or "us"). The Services are made available to your employer or the organization that engaged iSpi (the "Customer") under a separate Master Service Agreement and Business Associate Agreement between iSpi and the Customer. These User Terms govern your personal use of the Services as an authorized user of the Customer.
PLEASE READ THESE USER TERMS CAREFULLY BEFORE ACCEPTING. THEY CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER (SECTION 15), A JURY TRIAL WAIVER (SECTION 15), A LIMITATION OF iSpi'S LIABILITY (SECTION 11), AND A SHORTENED ONE-YEAR PERIOD WITHIN WHICH YOU MUST BRING ANY CLAIM (SECTION 15). THESE TERMS DO NOT COVER iSpi'S RELATIONSHIP WITH YOUR EMPLOYER OR THE CUSTOMER ORGANIZATION; THAT RELATIONSHIP IS GOVERNED BY THE MASTER SERVICE AGREEMENT AND BUSINESS ASSOCIATE AGREEMENT, AND YOU HAVE NO INDEPENDENT RIGHTS UNDER THOSE AGREEMENTS.
By checking the acceptance box and entering your name as a typed signature, you accept these User Terms.
1. ACCEPTANCE AND AUTHORITY
1.1 Acceptance.
By checking the acceptance box and entering your typed signature in the document-acceptance interface, or by accessing or using the Services in any manner after notice of these User Terms, you accept these User Terms and form a binding legal agreement between you and iSpi.
1.2 Your Representations.
You represent and warrant that:
(a) you are at least eighteen (18) years of age and have the full legal capacity to accept these User Terms;
(b) you are an authorized workforce member, employee, contractor, or agent of the Customer (your employer or the organization that engaged iSpi), and the Customer has authorized you to access and use the Services on the Customer's behalf;
(c) your access to and use of the Services is part of, and limited to, your authorized job duties for the Customer;
(d) all information you provide to iSpi in connection with these User Terms is accurate, current, and complete; and
(e) the email address and phone number you provide are yours and you have authority to receive communications from iSpi at those contact methods.
1.3 Capacity.
You acknowledge that you are using the Services as an authorized agent of the Customer and not in a personal capacity. iSpi's contractual relationship is with the Customer; these User Terms are personal to you but do not create any direct rights or obligations between you and iSpi beyond those expressly stated in these User Terms.
2. NO THIRD-PARTY BENEFICIARY STATUS UNDER THE MSA
2.1 No Beneficiary Rights.
You acknowledge and agree that:
(a) the Master Service Agreement and Business Associate Agreement between iSpi and the Customer are agreements between iSpi and the Customer only;
(b) you are not an intended third-party beneficiary of those agreements, and no other person is an intended third-party beneficiary of those agreements;
(c) you have no right, claim, cause of action, or standing to bring any claim against iSpi under or relating to those agreements; and
(d) any dispute regarding the Services as between iSpi and the Customer is between iSpi and the Customer alone.
2.2 No Personal Service Obligation.
iSpi has no obligation to provide the Services to you personally. The Services are provided to the Customer for use by the Customer's authorized workforce. If the Customer's contract with iSpi terminates, expires, is suspended, or is modified to exclude you, your access to the Services may be removed without notice and without liability to iSpi.
2.3 Your Recourse.
For any concern about the Services in your role as an authorized user of the Customer, your recourse is to your employer or the Customer organization. iSpi has no individual support obligation to you and is not your employer.
3. ACCOUNT RESPONSIBILITY
3.1 Credentials.
You are solely responsible for safeguarding the credentials, multi-factor authentication tokens, biometric authenticators, and any other authentication materials used to access the Services through your account. You must use a strong, unique password and must not reuse credentials across other services.
3.2 No Sharing.
You may not share your account or credentials with any other person, including a coworker, supervisor, family member, or contractor. You may not maintain shared accounts. You may not allow another person to access the Services through your account or to act in your name.
3.3 Notice of Unauthorized Access.
You must promptly notify iSpi at legal@ispi.ai and notify the Customer of any actual or suspected unauthorized access to your account, any compromised credentials, any lost or stolen device used to access the Services, and any other security incident affecting your account.
3.4 Activity on Your Account.
You are responsible for all activity that occurs under your account, whether or not you authorized that activity, until iSpi receives the notice described in Section 3.3 and has had a reasonable opportunity to act on it.
3.5 Customer Authorization.
The Customer may revoke your authorization to access the Services at any time, with or without notice to you. iSpi will act on Customer instructions to suspend or remove your account and is not responsible for verifying the basis for the Customer's instruction.
4. ACCEPTABLE USE
4.1 Prohibited Conduct.
You shall not:
(a) misuse, abuse, or access the Services in any manner not authorized by the Customer or by these User Terms;
(b) attempt to access any portion of the Services that you are not authorized to access, including any other user's account, any administrative interface for which you lack staff-role permission, or any data not associated with your authorized job duties for the Customer;
(c) download, copy, scrape, export, screen-record, screen-shot, or otherwise extract video footage, alert content, magic-link content, AI Outputs, or other Services data outside of the workflows that the Services itself provides for that purpose;
(d) reverse engineer, decompile, disassemble, decrypt, or otherwise attempt to derive the source code, structure, ideas, algorithms, models, weights, training data, or know-how of the Services;
(e) use the Services, footage, alerts, or magic links outside the scope of your job duties for the Customer;
(f) share, forward, post, publish, or otherwise disclose any magic link, alert content, footage, or AI Output to any person who is not authorized by the Customer to receive it;
(g) use the Services to harass, surveil, target, profile, retaliate against, or discriminate against any patient, employee, visitor, contractor, or other individual;
(h) use the Services to make any clinical, medical, diagnostic, treatment, security, life-safety, or other high-stakes decision, except as the Customer has expressly authorized in your role and in accordance with the Customer's policies;
(i) interfere with, disrupt, overload, or impair the operation of the Services, including the underlying networks, servers, and devices;
(j) circumvent, disable, or interfere with any security, authentication, rate-limiting, or access-control feature of the Services;
(k) use the Services to violate any law, regulation, court order, or third-party right; or
(l) use the Services in any manner that would cause iSpi to violate the Master Service Agreement, the Business Associate Agreement, HIPAA, applicable state privacy law, or any other law or contract.
4.2 Reporting Misuse.
If you become aware of any actual or suspected violation of this Section 4 by another user of the Customer or by any third party, you should report it promptly to your supervisor at the Customer and may also report it to iSpi at legal@ispi.ai.
5. CAMERA FOOTAGE ACKNOWLEDGMENT
5.1 What the Services Capture.
You acknowledge and understand that the Services include cameras, video recording, and related processing of the public-facing waiting rooms, lobbies, intake areas, and similar spaces of the Customer's facilities. You acknowledge that:
(a) the Services capture continuous or near-continuous video footage of those areas;
(b) you may appear in such footage at any time and in any frame, whether you are working, walking through, attending a meeting, or otherwise present;
(c) patients, visitors, employees of the Customer, employees of other parties, minors, vendors, contractors, and other third parties will appear in such footage;
(d) the Services may include audio capture in some configurations;
(e) the Services may include AI-generated annotations, bounding boxes, behavior labels, behavior classifications, dwell-time estimations, count metrics, and other algorithmic outputs concerning individuals appearing in footage; and
(f) footage and AI Outputs may be associated with alerts and may be sent or made accessible via SMS, email, magic link, dashboard, mobile experience, or similar delivery mechanism.
5.2 No Expectation of Privacy.
You have no expectation of privacy with respect to your appearance, conduct, audible speech, or other activity captured in footage of the Customer's facilities. The Customer's facilities are workplace environments operated by the Customer, and your activities in those facilities are subject to the Customer's monitoring as part of normal facility operations.
5.3 Consent.
By accepting these User Terms, you consent to the capture of your image, voice (where audio capture is enabled), and conduct in footage; to the AI processing and labeling of footage in which you appear; and to the use, retention, transmission, disclosure to alert recipients, and other processing of that footage by iSpi as a Business Associate of the Customer and by the Customer for the Customer's lawful business purposes.
5.4 No Personal Data Right.
You have no individual right under these User Terms to demand deletion of footage in which you appear, to demand redaction of your image from footage, or to demand restrictions on the use of footage by iSpi or by the Customer, except to the extent (if any) that applicable law expressly grants you such a right that cannot be waived by these User Terms.
6. ALERTS AND MAGIC LINKS ACKNOWLEDGMENT
6.1 What Alerts Contain.
The Services may send alerts to your designated phone number or email address. An alert may include text describing an event, a thumbnail image, a magic link, or a similar reference to footage or AI Output. A magic link, when followed, displays the underlying footage in a web view.
6.2 What Magic Links May Show.
You acknowledge and understand that magic-link content may include identifiable patients, visitors, minors, employees, and other individuals appearing in the footage of the Customer's facility, and that the footage may contain Protected Health Information ("PHI") within the meaning of the Health Insurance Portability and Accountability Act ("HIPAA").
6.3 Your Personal Responsibilities.
You are solely and personally responsible for:
(a) viewing magic-link content only in private settings where the content cannot be observed by unauthorized persons;
(b) not forwarding, sharing, copying, screenshotting, screen-recording, photographing, downloading, or saving magic-link content, alerts, or footage, except to a recipient who is authorized by the Customer and using the in-product workflows that the Services provide for that purpose;
(c) treating magic-link content with at least the same degree of care that you are required to apply to PHI under HIPAA, the Customer's policies, and applicable law;
(d) deleting any local copy of magic-link content from any device once you no longer need it for your authorized job duty; and
(e) reporting any suspected unauthorized disclosure of magic-link content immediately to the Customer's privacy officer, security officer, or designated equivalent.
6.4 Consequences of Mishandling.
You acknowledge that your mishandling of magic links, alerts, or footage may constitute a HIPAA breach, a breach of the Customer's policies, a violation of state privacy or biometric law, or a violation of other applicable law. You may be personally subject to discipline by the Customer, to civil claims by affected individuals, and (in some cases) to regulatory action. iSpi has no role in your individual obligations and bears no responsibility for your mishandling.
6.5 Reliability.
You acknowledge that alerts and magic links are notification-aid technology. iSpi does not guarantee delivery of any alert, accuracy of any AI Output, completeness of any alert, or freedom from delay. Section 10 of these User Terms describes iSpi's disclaimer of warranties.
7. HIPAA ACKNOWLEDGMENT BY USER
7.1 Access to PHI.
You acknowledge that, in the course of your authorized use of the Services, you may access PHI of the Customer's patients, visitors, and other individuals. You access such PHI as a workforce member of the Customer (which is a Covered Entity or Business Associate under HIPAA), not as a workforce member of iSpi.
7.2 Your Warranties.
You represent and warrant that:
(a) you have completed any HIPAA training required by the Customer or by applicable law;
(b) you have a need-to-know with respect to any PHI you access through the Services;
(c) you are subject to the Customer's HIPAA policies, sanctions, and oversight, including the Customer's "minimum necessary" standard;
(d) you will access, use, and disclose PHI only as authorized by the Customer and only for purposes consistent with HIPAA, the Customer's notice of privacy practices, and the Customer's policies; and
(e) you will not access, use, disclose, or transmit PHI for any purpose unrelated to your authorized job duties for the Customer.
7.3 iSpi's Role.
iSpi is a Business Associate of the Customer for HIPAA purposes. iSpi is not your HIPAA training provider, supervisor, or compliance officer. iSpi does not warrant your individual HIPAA compliance and has no responsibility for your individual HIPAA obligations.
7.4 Reporting.
If you become aware of any actual or suspected unauthorized use, access, or disclosure of PHI in connection with the Services, you must report it immediately to the Customer's privacy officer, security officer, or designated equivalent. iSpi's incident-response obligations are governed by the Business Associate Agreement between iSpi and the Customer; iSpi has no parallel obligation running directly to you.
8. WORKPLACE SURVEILLANCE AND WIRETAP ACKNOWLEDGMENT
8.1 Workplace Monitoring.
You acknowledge that the Customer has deployed the Services as part of the Customer's facility operations and that the Customer (and iSpi acting on the Customer's behalf as a Business Associate) may capture and process video and (where audio capture is enabled) audio of the public-facing waiting rooms, lobbies, intake areas, and similar spaces of the Customer's facilities.
8.2 Customer's Lawful Business Purposes.
You acknowledge that footage and AI Outputs may be reviewed, analyzed, retained, and used by the Customer for any of the Customer's lawful business purposes, including, without limitation: workflow optimization, throughput improvement, staff scheduling, training, incident investigation, security, performance review, claim defense, regulatory response, quality improvement, and operational analytics. The decision whether to use footage for any such purpose is the Customer's, not iSpi's.
8.3 No Expectation of Privacy in Workplace Areas.
You have no expectation of privacy with respect to your activities in the public-facing waiting rooms, lobbies, intake areas, and similar facility spaces in which the Services are deployed. The Customer's facilities are workplace environments operated by the Customer.
8.4 Consent for Two-Party-Consent and Wiretap Statutes.
To the extent any state or local recording, wiretap, two-party-consent, eavesdropping, or audio-recording statute requires your consent for the recording of your image, voice, or activity captured by the Services, you hereby grant that consent. This consent is intended to satisfy any applicable statute that requires the consent of all parties to a recording, regardless of whether the Customer has also provided notice or signage. Your consent is independent of any signage or notice provided by the Customer; the Customer's signage or notice is the Customer's responsibility, and iSpi makes no representation about whether such signage or notice is sufficient under applicable law.
8.5 Customer's Compliance.
The Customer is solely responsible for compliance with employee-notice statutes, signage requirements, collective-bargaining or works-council obligations, and other workplace-monitoring laws. iSpi makes no representation about the lawfulness of the Customer's deployment of the Services in any particular jurisdiction.
9. COMMUNICATIONS CONSENT
9.1 SMS Consent.
By providing your phone number to iSpi or to the Customer for use with the Services, you expressly consent to receive text messages (SMS or MMS) from iSpi or its messaging vendors (including, without limitation, Twilio, Inc.) at that phone number, including:
(a) operational alerts (such as Left Without Being Seen, door-status, vacuum-detector, system-status, and similar event-based alerts);
(b) account notices (verification codes, password-reset codes, and login alerts);
(c) account-related updates (changes to your account, configuration changes affecting alerts, and service-availability notices); and
(d) other transactional and informational messages.
9.2 Timing.
You acknowledge that operational alerts may be sent at any time, including outside ordinary business hours, on weekends, and on holidays. You consent to receive alerts at any such time. Carrier message and data rates may apply; iSpi has no responsibility for any cost imposed by your wireless carrier.
9.3 Phone-Number Warranty.
You represent and warrant that the phone number you provide is your own phone number, that you have authority to receive communications at that number, and that you have any required consent of any other person who has access to that number. You shall not provide the personal phone number of a coworker, family member, or other person who has not authorized communications at that number.
9.4 Opt-Out.
You may opt out of SMS communications by replying STOP to any message. iSpi will deliver opt-out confirmation in accordance with applicable law and will cease sending non-emergency SMS to your number. Opting out of SMS may impair your ability to receive operational alerts; iSpi has no liability for any consequence of an opt-out you elect.
9.5 Email Consent.
By providing your email address to iSpi or to the Customer for use with the Services, you consent to receive transactional, account-related, and informational emails from iSpi at that address. You may opt out of marketing emails (if any) by following the unsubscribe instructions in those emails consistent with the CAN-SPAM Act.
9.6 Recorded Calls.
If you call iSpi support, sales, or other contact numbers, your call may be recorded for quality assurance, training, and audit purposes. You consent to such recording.
9.7 Carrier Disclaimers.
iSpi does not guarantee SMS delivery, email delivery, or any particular delivery time. Delivery depends on carrier networks, internet connectivity, your device's status, your account configuration, and other factors outside iSpi's control. iSpi has no liability for any missed, delayed, lost, duplicated, or misdirected message.
10. NO WARRANTIES
10.1 AS IS / AS AVAILABLE.
THE SERVICES ARE PROVIDED TO YOU "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS." YOUR ACCESS TO AND USE OF THE SERVICES IS AT YOUR SOLE RISK.
10.2 Disclaimer.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, iSpi DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, GUARANTEES, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION:
(a) WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY, COMPLETENESS, CURRENCY, RELIABILITY, AVAILABILITY, SECURITY, FREEDOM FROM VIRUSES OR HARMFUL COMPONENTS, FREEDOM FROM DEFECTS, UNINTERRUPTED OR ERROR-FREE OPERATION, OR THAT DEFECTS WILL BE CORRECTED;
(b) ANY WARRANTY THAT ALERTS WILL BE DELIVERED, WILL BE DELIVERED ON TIME, WILL BE ACCURATE, WILL BE COMPLETE, OR WILL REACH ANY PARTICULAR RECIPIENT;
(c) ANY WARRANTY THAT AI OUTPUTS, BOUNDING BOXES, BEHAVIOR LABELS, COUNTS, OR OTHER ALGORITHMIC RESULTS REFLECT ACTUAL EVENTS, ACTUAL PERSONS, ACTUAL CONDITIONS, OR ANY GROUND TRUTH;
(d) ANY WARRANTY THAT THE SERVICES CONSTITUTE A CLINICAL, MEDICAL, DIAGNOSTIC, SECURITY, LIFE-SAFETY, EMERGENCY-RESPONSE, SUPERVISION, SURVEILLANCE, OR COMPLIANCE PRODUCT;
(e) ANY WARRANTY THAT THE SERVICES ARE SUITABLE FOR ANY PARTICULAR USE FOR WHICH YOU MAY EMPLOY THEM, INCLUDING ANY HUMAN-RESOURCES, EMPLOYMENT, DISCIPLINARY, ADMISSIBILITY-AS-EVIDENCE, OR DECISION-SUPPORT USE; AND
(f) ANY OTHER WARRANTY NOT EXPRESSLY GRANTED IN WRITING BY iSpi.
10.3 Notification Aid Only.
YOU ACKNOWLEDGE THAT THE SERVICES ARE A NOTIFICATION-AID TECHNOLOGY. iSpi MAKES NO REPRESENTATION THAT THE SERVICES ARE A SUBSTITUTE FOR HUMAN JUDGMENT, CLINICAL OBSERVATION, SECURITY OBSERVATION, OR ANY DUTY OF CARE.
10.4 No Statements Outside These Terms.
NO ADVICE OR INFORMATION, ORAL OR WRITTEN, OBTAINED BY YOU FROM iSpi OR FROM THE CUSTOMER SHALL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY STATED IN THESE USER TERMS.
10.5 Allocation of Risk.
The disclaimers in this Section 10 reflect the parties' allocation of risk and are essential elements of the basis on which the Services are made available to you.
11. LIMITATION OF LIABILITY
11.1 Excluded Damages.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL iSpi BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY:
(a) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES;
(b) LOST WAGES, LOST EARNINGS, LOST OPPORTUNITY, LOST BENEFITS, LOSS OF EMPLOYMENT, LOSS OF GOODWILL, OR REPUTATIONAL HARM;
(c) LOST DATA, LOSS OF USE, LOSS OF SUBSTITUTE SERVICES, OR DIMINUTION IN VALUE;
(d) PERSONAL INJURY, EMOTIONAL DISTRESS, OR INJURY TO PROPERTY (EXCEPT WHERE LIABILITY FOR PERSONAL INJURY OR PROPERTY DAMAGE CANNOT BE EXCLUDED UNDER APPLICABLE LAW); OR
(e) THIRD-PARTY CLAIMS,
ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF THE SERVICES, ANY ALERT, ANY MAGIC LINK, ANY FOOTAGE, ANY AI OUTPUT, OR THESE USER TERMS, REGARDLESS OF THE FORM OF ACTION (CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, STATUTE, OR OTHERWISE) AND REGARDLESS OF WHETHER iSpi WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2 Liability Cap.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, iSpi'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF THE SERVICES OR THESE USER TERMS -- UNDER ALL CAUSES OF ACTION COMBINED -- SHALL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS (US$100.00) OR (B) THE TOTAL AMOUNT YOU PAID iSpi DIRECTLY (NOT THROUGH THE CUSTOMER) FOR ACCESS TO THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. BECAUSE YOU TYPICALLY DO NOT PAY iSpi DIRECTLY (THE CUSTOMER PAYS iSpi), THIS CAP TYPICALLY EQUALS US$100.00.
11.3 Essential Term.
THE LIMITATIONS IN THIS SECTION 11 ARE A FUNDAMENTAL ELEMENT OF THE BARGAIN AND APPLY EVEN IF ANY LIMITED REMEDY IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. YOU ACKNOWLEDGE THAT iSpi WOULD NOT MAKE THE SERVICES AVAILABLE TO YOU AS A USER OF THE CUSTOMER WITHOUT THESE LIMITATIONS.
11.4 Allocation of Risk.
The disclaimers in Section 10 and the limitations in this Section 11 reflect the parties' allocation of risk, are essential elements of the basis on which the Services are made available to you, and apply to the maximum extent permitted by applicable law. Some jurisdictions do not allow the limitation or exclusion of certain warranties or damages, so portions of this Section 11 may not apply to you; in such jurisdictions, iSpi's liability is limited to the maximum extent permitted by law.
12. INDEMNIFICATION BY USER
12.1 Indemnification.
You agree to defend, indemnify, and hold harmless iSpi from and against any and all third-party claims, demands, suits, actions, proceedings, losses, damages, liabilities, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys' fees and litigation costs) arising out of or relating to:
(a) your breach of these User Terms or any representation, warranty, or acknowledgment in these User Terms;
(b) your misuse, unauthorized access, unauthorized sharing, or unauthorized disclosure of footage, alerts, magic links, AI Outputs, or PHI;
(c) any HIPAA breach attributable to your conduct, including unauthorized access, use, or disclosure of PHI;
(d) your violation of any applicable law, regulation, or rule (including state privacy law, biometric law, wiretap or two-party-consent law, employment law, and consumer-protection law);
(e) your violation of any right of any third party (including any privacy right, publicity right, or intellectual-property right);
(f) any claim by your employer, the Customer, a coworker, a patient, a visitor, or any other person arising from or relating to your conduct in connection with the Services; and
(g) any negligent, willful, or unlawful act or omission by you.
12.2 Defense and Settlement.
iSpi may, at its option, assume sole control of the defense and settlement of any claim subject to indemnification under this Section 12, with counsel of iSpi's choice, at your expense. You shall reasonably cooperate with iSpi at your own cost. You shall not settle any claim that imposes any liability or obligation on iSpi (including any non-monetary obligation, admission, or restriction) without iSpi's prior written consent.
12.3 Procedures.
iSpi shall give you reasonably prompt written notice of any claim for which iSpi seeks indemnification (provided that delay shall not relieve you of your obligation except to the extent you are materially prejudiced). iSpi may participate in the defense with counsel of its own choosing at its own expense.
12.4 Cumulative Remedies.
The indemnification rights and remedies in this Section 12 are in addition to, and not in lieu of, any other remedy available to iSpi at law or in equity, except as expressly limited by these User Terms.
13. TERMINATION
13.1 By iSpi.
iSpi may suspend, restrict, or terminate your access to the Services, in whole or in part, at any time, for any reason or no reason, with or without notice, in iSpi's sole discretion.
13.2 At Customer Direction.
The Customer may direct iSpi to suspend, restrict, or terminate your access to the Services at any time. iSpi will act on such Customer direction without independent verification.
13.3 By You.
You may stop using the Services at any time. You may also request that iSpi disable your individual account as described in Section 18.
13.4 Effect of Termination.
Upon any termination or suspension of your access to the Services:
(a) you must immediately cease accessing and using the Services and any iSpi-provided device, dashboard, or interface;
(b) you must immediately cease accessing or using any retained footage, magic-link content, alert content, or AI Output, and you must promptly delete or return any such content in your possession or under your control as instructed by the Customer;
(c) any cached, downloaded, or otherwise locally stored copies of footage, magic-link content, alerts, or PHI on any device under your control must be promptly deleted in accordance with Section 17.5 and the Customer's policies; and
(d) iSpi has no obligation to provide you any continued access, data export, transition assistance, or other accommodation.
13.5 Survival.
The following Sections survive any termination of your access or of these User Terms: Section 2 (No Third-Party Beneficiary Status), Section 5 (Camera Footage Acknowledgment), Section 6 (Alerts and Magic Links Acknowledgment), Section 7 (HIPAA Acknowledgment), Section 8 (Workplace Surveillance and Wiretap Acknowledgment), Section 10 (No Warranties), Section 11 (Limitation of Liability), Section 12 (Indemnification by User), Section 15 (Dispute Resolution), Section 16 (Miscellaneous), Sections 17.2 (Your Device, Your Risk), 17.4 (Personal-Device Risk Allocation), and 17.5 (Post-Termination Deletion), and Section 18 (Account Deletion Request).
14. MODIFICATIONS
14.1 Right to Modify.
iSpi may modify these User Terms at any time in iSpi's sole discretion. Modifications will be effective on the date iSpi posts the updated User Terms in the document-acceptance interface, sends them to you by in-product banner or email, or otherwise notifies you.
14.2 Notice of Material Changes.
For changes that iSpi reasonably considers material, iSpi will provide notice through one or more of: the document-acceptance interface (which may require you to re-accept the updated User Terms), an in-product banner, or an email to your account email address. Continued access to or use of the Services after the effective date of any material modification constitutes your acceptance of the modified User Terms.
14.3 Your Choice.
If you do not agree with any modification, you must stop accessing and using the Services. iSpi has no obligation to honor prior versions of these User Terms after a modification takes effect.
14.4 No Modification by You.
You may not modify these User Terms. No purported amendment, side letter, course of dealing, or extra-contractual representation by you binds iSpi.
15. DISPUTE RESOLUTION
PLEASE READ THIS SECTION 15 CAREFULLY. IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES INDIVIDUALLY, WAIVES THE RIGHT TO A JURY TRIAL, WAIVES THE RIGHT TO PARTICIPATE IN CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDINGS, AND ESTABLISHES A SHORTENED ONE-YEAR PERIOD WITHIN WHICH YOU MUST BRING ANY CLAIM.
15.1 Governing Law.
These User Terms and any dispute, claim, or controversy arising out of or relating to these User Terms or your access to or use of the Services (each a "Dispute") shall be governed by the substantive laws of the State of Alabama, without regard to its conflict-of-laws principles. The Federal Arbitration Act, 9 U.S.C. Section 1 et seq. (the "FAA"), shall govern the interpretation and enforcement of the arbitration provisions of this Section 15.
15.2 Informal Resolution.
Before initiating any arbitration or court proceeding, the party seeking to commence a Dispute (the "Claimant") shall send the other party a written notice describing the dispute, the underlying facts, the claims asserted, and the relief sought (a "Dispute Notice"). Notices to iSpi shall be sent to legal@ispi.ai and to iSpi's mailing address in Section 16. The parties shall negotiate in good faith for thirty (30) days following the Dispute Notice. The thirty-day informal-resolution period is a mandatory pre-condition to commencement of arbitration or court proceedings.
15.3 Binding Arbitration.
Any Dispute that is not resolved under Section 15.2 shall be finally and exclusively resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and Mediation Procedures then in effect. For Disputes that the AAA classifies under its Consumer Arbitration Rules and Mediation Procedures, those rules apply. For Disputes seeking total recovery of US$250,000 or less, the AAA's Expedited Procedures apply automatically.
15.4 Arbitrator; Seat; Hearings; Language.
The arbitration shall be conducted by a single neutral arbitrator who is a licensed attorney with substantial experience in commercial, technology, or healthcare-technology matters. The seat of arbitration shall be Birmingham, Alabama. Hearings shall be conducted in Birmingham, Alabama, in person or by video at the arbitrator's discretion. The language of arbitration shall be English.
15.5 Independent of the MSA.
You acknowledge that you are not a party to the Master Service Agreement between iSpi and the Customer, and that the arbitration agreement in this Section 15 stands independent of the arbitration provisions in that Master Service Agreement. Where appropriate to ensure consistency in similarly situated Disputes, the more detailed dispute-resolution provisions of Section 17 of the iSpi Master Service Agreement (including delegation, costs, and bellwether protocols) apply to your Dispute to the same extent that they apply to a Dispute by the Customer, except as Section 15.8 of these User Terms modifies the cost allocation in your favor.
15.6 Delegation.
Any dispute concerning the formation, validity, scope, applicability, interpretation, or enforceability of this Section 15, including any claim that all or part of this Section 15 is unconscionable, void, or voidable, shall be decided by the arbitrator and not by a court -- except that a court shall decide (a) whether the parties agreed to arbitrate at all and (b) the enforceability of the Class Action Waiver in Section 15.9.
15.7 Jury Trial Waiver.
EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER IN ARBITRATION OR IN COURT) ARISING OUT OF OR RELATING TO THESE USER TERMS, THE SERVICES, OR THE RELATIONSHIP BETWEEN YOU AND iSpi, IN ANY FORUM.
15.8 Costs.
You shall pay any AAA filing fees only up to the amount that you would have paid to file the same claim in the U.S. District Court for the Northern District of Alabama; iSpi shall pay any portion of the filing fee in excess of that amount. Arbitrator's fees shall be paid by iSpi, except that the arbitrator may reallocate arbitrator's fees to you in whole or in part for frivolous, vexatious, or bad-faith conduct on your part. Each party bears its own attorneys' fees, except that the arbitrator may award reasonable attorneys' fees to a prevailing party for frivolous, vexatious, or bad-faith conduct, or as required by Alabama law. This cost allocation is intended to ensure enforceability of this arbitration agreement under post-AT&T Mobility v. Concepcion case law and is a material term.
15.9 Class Action Waiver.
YOU AND iSpi AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, MASS, PRIVATE-ATTORNEY-GENERAL, OR CONSOLIDATED PROCEEDING. THE ARBITRATOR HAS NO AUTHORITY TO CONDUCT ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING OR TO AWARD CLASS-WIDE RELIEF. If a court of competent jurisdiction determines that the Class Action Waiver in this Section 15.9 is unenforceable as to any particular Dispute, that Dispute alone shall be severed and shall proceed in court under Section 15.11; the parties' agreement to arbitrate all other Disputes individually remains fully enforceable.
15.10 Anti-Coordination.
The Class Action Waiver and the individual-arbitration requirement extend to and prohibit: (a) coordinated mass filings (five or more substantively similar arbitration demands within any six-month period filed by the same lead attorney, the same firm, or coordinating counsel); (b) splitting of what would naturally be a single claim into multiple claims; (c) joinder, consolidation, or batching of claims from multiple claimants; and (d) aggregation tactics designed to extract settlement leverage from arbitration filing-fee or administrative-burden dynamics.
15.11 Court Carve-Outs.
The following matters may be brought in the U.S. District Court for the Northern District of Alabama (Birmingham Division), or, if federal subject-matter jurisdiction does not exist, the Circuit Court of Jefferson County, Alabama (collectively, the "Courts"), and not in arbitration:
(a) claims for emergency or preliminary injunctive relief, temporary restraining orders, or specific performance to protect intellectual property, confidential information, or to prevent unauthorized access to or use of the Services;
(b) small-claims actions within the small-claims jurisdictional limit of the appropriate Alabama court, brought on an individual basis only;
(c) confirmation, modification, or vacatur of an arbitration award under the FAA; and
(d) any Dispute that a court has determined must proceed in court because the Class Action Waiver is unenforceable as to that Dispute.
Each party irrevocably consents to the personal jurisdiction and venue of the Courts and waives any objection based on forum non conveniens, inconvenience, or otherwise.
15.12 One-Year Time Bar.
ANY DISPUTE MUST BE COMMENCED (BY DELIVERY OF A DISPUTE NOTICE UNDER SECTION 15.2) WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OR THE DISPUTE IS FOREVER BARRED. THIS CONTRACTUAL LIMITATIONS PERIOD MAY BE SHORTER THAN THE PERIOD THAT WOULD OTHERWISE APPLY UNDER ALABAMA OR OTHER APPLICABLE LAW. THE PARTIES INTEND THIS LIMITATIONS PERIOD TO BE ENFORCED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
15.13 Confidentiality of Proceedings.
All arbitration proceedings, filings, hearings, evidence, transcripts, and awards are confidential and may not be disclosed except as required by law or to enforce or vacate an award.
15.14 Severability of This Section.
If any provision of this Section 15 is held invalid or unenforceable, that provision shall be severed and the remainder shall continue in full force, except that if the Class Action Waiver in Section 15.9 is severed as to a specific Dispute, the entirety of this Section 15 (other than this severability sentence and Section 15.13) shall be null and void as to that specific Dispute, and that specific Dispute shall proceed in the Courts identified in Section 15.11 individually.
15.15 Survival.
This Section 15 survives termination of these User Terms indefinitely.
16. MISCELLANEOUS
16.1 Severability.
If any provision of these User Terms is held invalid or unenforceable by a court or arbitrator of competent jurisdiction, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it enforceable while preserving the parties' intent.
16.2 Entire Agreement.
These User Terms, together with the iSpi Website Terms of Use and the iSpi Website Privacy Policy (each as posted on the iSpi website and as in effect from time to time), constitute the entire agreement between you and iSpi regarding your personal use of the Services as a user of the Customer. The Master Service Agreement and Business Associate Agreement between iSpi and the Customer govern iSpi's relationship with the Customer; you are not a party to those agreements and have no rights or obligations under them.
16.3 No Waiver.
iSpi's failure to enforce any provision of these User Terms is not a waiver of iSpi's right to enforce that or any other provision later. Any waiver by iSpi must be in writing and signed by an authorized representative of iSpi.
16.4 Assignment.
You may not assign or transfer these User Terms or any rights or obligations under these User Terms, by operation of law or otherwise. iSpi may freely assign or transfer these User Terms, in whole or in part, including to any affiliate or to any successor in connection with a merger, acquisition, financing, sale of assets, or restructuring.
16.5 Notices to iSpi.
Notices to iSpi shall be in writing and sent to:
iSpi Ventures, LLC
Attention: Legal
1500 1st Ave North, #28
Birmingham, Alabama 35203
United States
Or by email to legal@ispi.ai (with confirmed delivery).
16.6 Notices to You.
Notices to you may be given by email to any email address you have provided in connection with your account, by SMS to any phone number you have provided, by in-product notification, or by posting in the document-acceptance interface. Such notice is effective when sent.
16.7 Electronic Signature.
You consent to do business electronically with iSpi. Your typed signature in the document-acceptance interface, your acceptance of these User Terms by clicking, and your continued use of the Services constitute valid electronic signatures and are admissible as evidence under the Electronic Signatures in Global and National Commerce Act and equivalent state law (including the Alabama Uniform Electronic Transactions Act).
16.8 Headings.
Section and subsection headings are for convenience only and do not affect the interpretation of these User Terms.
16.9 Construction.
In these User Terms: "including" means "including without limitation"; the singular includes the plural and vice versa; "or" is inclusive unless context requires otherwise; references to a statute, regulation, or rule include all amendments and successor provisions; and the English-language version of these User Terms controls regardless of any translation.
16.10 No Third-Party Beneficiaries.
Except as expressly provided in Section 2 (which negates third-party-beneficiary rights), these User Terms do not create, and shall not be construed to create, any third-party beneficiary right.
16.11 Force Majeure.
iSpi shall not be liable for any delay or failure to perform caused by events beyond its reasonable control, including without limitation acts of God, natural disasters, pandemic or public-health emergency, war, terrorism, civil unrest, labor disputes, governmental action, internet or cloud-provider outages, telecommunications failure, supply-chain disruption, or cybersecurity incident.
17. BYOD AND PERSONAL DEVICE ACKNOWLEDGMENT
17.1 Personal-Device Use.
You may, at your option and as authorized by the Customer, access the Services through a personal device, including a personal mobile phone, tablet, laptop, or desktop computer, including for the purpose of receiving SMS alerts, viewing magic-link content, or using mobile dashboards.
17.2 Your Device, Your Risk.
You acknowledge and agree that iSpi has no responsibility for the security, configuration, condition, or operation of any personal device on which you access the Services. You are solely responsible for:
(a) maintaining device-level security, including a strong screen lock, current operating-system updates, current security patches, and reasonable malware protection;
(b) configuring your personal device to comply with the Customer's information-technology, security, and bring-your-own-device policies (including any requirement to enroll in mobile-device management or similar tools that the Customer requires);
(c) protecting against loss, theft, or unauthorized access to your personal device;
(d) reporting lost or stolen devices immediately to the Customer's IT or security personnel and to iSpi at legal@ispi.ai; and
(e) maintaining the ability to remotely wipe or otherwise secure your personal device in the event of loss, theft, or compromise.
17.3 No iSpi MDM.
iSpi does not provide a separate "work-only" mode and does not maintain mobile-device-management ("MDM") capability over your personal device. iSpi cannot remotely wipe your personal device, cannot enforce device-level security policies on your personal device, and cannot quarantine your personal device. The Customer may, at the Customer's discretion and through the Customer's own MDM tools, impose such controls -- but those controls are between you and the Customer, not between you and iSpi.
17.4 Personal-Device Risk Allocation.
You acknowledge that loss, theft, or compromise of your personal device that exposes magic-link content, footage, alert content, AI Outputs, or PHI is a risk that you and the Customer bear, and not a risk that iSpi bears. iSpi has no liability for any consequence of such loss, theft, or compromise.
17.5 Post-Termination Deletion.
If your employment or authorization with the Customer ends, or if your access to the Services is terminated for any reason, you must immediately:
(a) delete any cached or downloaded footage, magic-link content, alert content, AI Outputs, or PHI from your personal device;
(b) clear any browser cache, application cache, photo-library entry, or screenshot containing such content from your personal device;
(c) sign out of any iSpi-related app or website on your personal device; and
(d) certify the deletion to the Customer if requested by the Customer.
Failure to complete the deletion required by this Section 17.5 is a material breach of these User Terms and may expose you personally to claims under HIPAA, state privacy law, the Customer's policies, or other applicable law. iSpi's incident-response and notification obligations under HIPAA and the Business Associate Agreement run to the Customer, not to you.
17.6 Authorization for Personal Communications.
You authorize iSpi to send SMS, email, push notifications, and other communications described in Section 9 to your personal device contact methods, even though those contact methods are personal in nature, and you waive any claim that such delivery to your personal device was unauthorized.
18. ACCOUNT DELETION REQUEST
18.1 Right to Request.
You may request deletion of your individual iSpi account at any time by contacting iSpi at legal@ispi.ai with a clearly labeled subject line ("Account Deletion Request") and by identifying your name, email address, and (where applicable) the Customer organization with which your account is associated.
18.2 Customer Authorization.
If you remain an active workforce member, employee, contractor, or authorized agent of the Customer at the time of your request, iSpi will not act on your deletion request without authorization from the Customer. The Customer (and not iSpi) is responsible for determining whether to authorize the deletion of an active workforce member's account.
18.3 Scope of Deletion.
Upon authorized account deletion, iSpi will, within a reasonable time, remove your identifiers from iSpi's active production systems, subject to (a) the Customer's instructions, (b) iSpi's data-lifecycle and backup-rotation policies, and (c) records iSpi must retain for legal, regulatory, audit, dispute-defense, evidence-preservation, or compliance purposes.
18.4 Records Not Deleted.
You acknowledge that the following records are NOT deleted in connection with an account deletion, even after a request is honored:
(a) PolicyAcceptance records, which document your acceptance of these User Terms and any predecessor or successor version, retained as compliance evidence;
(b) signed PDFs of these User Terms (and any predecessor or successor version) that you accepted, retained as audit records;
(c) audit logs, security logs, and incident records that include identifiers necessary for iSpi's information-security or compliance program;
(d) records subject to a legal hold, regulatory matter, pending dispute, or governmental request;
(e) data already merged into Aggregated Data, which is no longer associable with you and is owned by iSpi (see iSpi Website Privacy Policy for the meaning of "Aggregated Data" in iSpi's marketing context, and the Master Service Agreement for the meaning in the Services context); and
(f) records reasonably required for tax, accounting, audit, or recordkeeping purposes.
18.5 Floor Only.
The deletion procedure described in this Section 18 is the floor required by applicable law and is provided as a courtesy beyond what may be statutorily required. No broader deletion right is conferred by these User Terms.
18.6 Statutory Rights Preserved.
To the extent that any applicable law (including the California Consumer Privacy Act and similar state statutes described in the iSpi Website Privacy Policy) grants you a non-waivable individual privacy right with respect to information held by iSpi about you in iSpi's marketing context (and not in iSpi's role as a Business Associate of the Customer), you may exercise that right through the methods described in the iSpi Website Privacy Policy.
By accepting these User Terms, you acknowledge that you have read, understood, and agree to be bound by them, including the binding arbitration agreement and class action waiver in Section 15, the limitation of iSpi's liability in Section 11, and the disclaimers and acknowledgments in Sections 5 through 9. You authorize iSpi to receive and process your typed signature, your name, your email address, and the date and time of your acceptance as the record of your agreement to these User Terms.