Terms of Use

1. About these Terms of Use

These Terms of Use describe how you may access and use the public website at needletailai.com, including marketing pages, blog content, online forms, calculators, demos, and any other content we publish here ("Website"). They are intended to keep our shared use of the Website clear, secure, and lawful.

They do not govern your use of the Needletail Insurance Eligibility Verification Services or any other product or service we provide. For those, see our Terms of Service and any executed Service Contract between Needletail and your organization. If you are a Covered Entity or Business Associate under HIPAA, our Business Associate Agreement also applies.

By accessing or using the Website, you agree to these Terms of Use. If you do not agree, please do not use the Website.

2. Who may use the Website

The Website is open to the public. Certain areas of the Website, such as gated demonstrations, customer portals, or internal tools linked from the Website, may require authorization. You must be of legal age and capacity under applicable law to accept these Terms on behalf of yourself or your organization.

By using the Website, you represent that you meet these eligibility requirements and that all information you provide through Website forms or other channels is accurate and complete.

3. Acceptable use

You may use the Website for lawful purposes consistent with these Terms. You may not:

• Use the Website for any unlawful, fraudulent, or harmful purpose, or in violation of any applicable law, regulation, or professional obligation.
• Attempt to gain unauthorized access to any systems, networks, or data, or circumvent or attempt to circumvent any security or access controls.
• Use any automated means (such as bots, crawlers, or scrapers) to access the Website, except as expressly authorized in writing by Needletail.
• Upload, transmit, or otherwise provide any content that infringes or misappropriates the rights of others, is illegal, or contains malicious code or security threats.
• Reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying ideas of the Website or any software made available through it.
• Impersonate any person or entity or falsely represent your affiliation with any person or entity.
• Take any action that imposes an unreasonable or disproportionately large load on the Website or our infrastructure, including denial-of-service attempts, excessive automated requests, or other activity that interferes with the availability or integrity of the Website for other users.
• Share, transfer, or otherwise make available any login credentials issued for gated areas of the Website (such as customer portals or onboarding interfaces) to any third party, or permit any third party to access such areas using your credentials.

Use of the Needletail Services is governed by our Terms of Service and any executed Service Contract.

4. Accounts and credentials

Certain pages linked from this Website (such as customer portals or onboarding interfaces) may require you to log in with credentials issued by Needletail or provisioned by your organization. You are responsible for maintaining the confidentiality of those credentials and for all activities that occur under your account. Notify Needletail promptly at legal@needletailai.com of any actual or suspected unauthorized use of your credentials.

5. Intellectual property

All content and materials on the Website, including text, graphics, logos, icons, images, software, audio, video, photographs, illustrations, and compilations, together with the selection, coordination, arrangement, and enhancement of such content, are owned by Needletail or its licensors and are protected by U.S. and international copyright, trademark, trade dress, patent, and other intellectual property laws. No rights are granted to you except as expressly stated in these Terms of Use. You may view, download, and print Website content for your personal, non-commercial reference, provided you do not modify or remove any copyright, trademark, or other proprietary notices. All other uses, including reproduction, distribution, public display, public performance, modification, framing, or creation of derivative works, require Needletail's prior written consent.

6. Trademark and brand usage policy

"Needletail," "Needletail AI," the Needletail logo, the Needletail wordmark, and any related names, product names, taglines, designs, and trade dress (collectively, the "Needletail Marks") are trademarks or service marks of Needletail Inc., whether registered or unregistered. All goodwill in the Needletail Marks inures solely to the benefit of Needletail Inc.

You may not, without Needletail's prior written consent:

• use any of the Needletail Marks in your own product names, company names, domain names, subdomain names, social media handles, advertising, app names, or merchandise;
• register or attempt to register any trademark, service mark, domain name, or social media identifier that is identical or confusingly similar to any Needletail Mark;
• use any Needletail Mark in a manner that suggests sponsorship, endorsement, partnership, affiliation, or certification by Needletail where none exists, or in a manner that is misleading, disparaging, defamatory, or harmful to Needletail's reputation;
• alter, distort, recolor, animate, or otherwise modify any Needletail logo or wordmark, or display it with insufficient clear space or at a size or resolution that compromises legibility;
• remove, obscure, or alter any copyright, trademark, or other proprietary notices on Website content; or
• use any Needletail Mark in metadata, hidden text, source code, or keyword advertising in a manner intended to divert traffic or create confusion about the source of goods or services.

Editorial and news reference is permitted in accordance with customary fair-use principles. Customer, partner, investor, and press use of the Needletail Marks for the limited purpose of referring to Needletail and its products is permitted, provided such use is accurate, non-misleading, and complies with any brand guidelines Needletail makes available. Requests for trademark, logo, or press use may be sent to legal@needletailai.com.

7. Copyright complaints (DMCA)

Needletail respects the intellectual property rights of others and complies with the Digital Millennium Copyright Act (17 U.S.C. § 512). If you believe that material available on the Website infringes a copyright you own or control, please send a written notice to our designated agent below containing all of the following:

• a physical or electronic signature of the person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;
• identification of the copyrighted work claimed to have been infringed, or, for multiple works at a single online site, a representative list of such works;
• identification of the material that is claimed to be infringing or the subject of infringing activity and that is to be removed or access disabled, and information reasonably sufficient to permit Needletail to locate the material (for example, a URL);
• contact information for the complaining party, including address, telephone number, and, if available, an email address;
• a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Designated agent:
Needletail Inc., DMCA Agent
8 The Green, Suite A
City of Dover, County of Kent
Delaware 19901, USA
Email: legal@needletailai.com (subject line: "DMCA Notice")

Counter-notifications may be submitted in accordance with 17 U.S.C. § 512(g). Please note that under 17 U.S.C. § 512(f), any person who knowingly materially misrepresents that material or activity is infringing, or that material or activity was removed or disabled by mistake or misidentification, may be subject to liability. Needletail may, in appropriate circumstances and at its sole discretion, disable or terminate accounts of users who are repeat infringers.

8. Feedback

If you provide Needletail with feedback, comments, or suggestions regarding the Website, you acknowledge that Needletail may use such feedback without restriction and without any obligation to you. You hereby grant Needletail a perpetual, irrevocable, worldwide, royalty-free license to use and exploit that feedback for any lawful purpose.

9. No PHI on Website forms

You agree not to submit Protected Health Information ("PHI") via general Website forms, public email addresses, or other non-designated channels. PHI must only be transmitted through secure channels and workflows expressly designated by Needletail and governed by our Terms of Service and an applicable Business Associate Agreement.

10. Third-party links and content

The Website may contain links to third-party websites or content. These links are provided for convenience only. Needletail does not endorse, control, or accept responsibility for the content, privacy practices, or terms of any third-party site. You access third-party sites at your own risk.

11. Disclaimers

To the maximum extent permitted by law, the Website is provided "as is" and "as available," with all faults and without warranties of any kind, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Needletail does not warrant that the Website will be uninterrupted, secure, or error-free, or that content on the Website is accurate, complete, or current.

Nothing on the Website constitutes clinical, medical, legal, billing, or insurance coverage advice. For warranties relating to the Needletail Services, see the Terms of Service.

12. Limitation of liability

To the maximum extent permitted by law, Needletail's aggregate liability arising out of or relating to your use of the Website (as distinct from the Services) will not exceed one hundred U.S. dollars (US$100). In no event will Needletail be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages arising from your use of the Website.

Liability relating to the Needletail Services is governed exclusively by the Terms of Service and any executed Service Contract. Some jurisdictions do not allow certain limitations of liability; in such cases, the above limitations will apply to the fullest extent permitted by applicable law.

13. Indemnification

You agree to defend, indemnify, and hold harmless Needletail and its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your misuse of the Website in violation of these Terms of Use; (b) your violation of any applicable law; or (c) any content or information you submit through the Website that infringes or misappropriates the rights of a third party.

14. Suspension of Website access

Needletail may suspend or terminate your access to the Website, in whole or in part, immediately and without prior notice, if Needletail reasonably believes that you have violated these Terms of Use, pose a security risk to the Website or its users, or are engaged in fraudulent or unlawful activity. Suspension of Website access does not terminate any separate Service Contract between Needletail and your organization, which is governed by the Terms of Service.

15. Export control and sanctions

The Website may be subject to United States and other export control and sanctions laws. You represent that neither you nor your organization is located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions, and that neither you nor your organization is identified on any U.S. government restricted-party list. You may not use the Website if such use would cause Needletail to violate applicable export control or sanctions laws.

16. Governing law and venue

These Terms of Use and any dispute arising out of or relating to them or the Website are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles, and by applicable U.S. federal law.

The exclusive jurisdiction and venue for any action or proceeding arising out of or relating to these Terms of Use or the Website shall be the state and federal courts located in the State of Delaware, and you consent to the personal jurisdiction of such courts. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

17. Changes to these Terms of Use

Needletail may update these Terms of Use from time to time. When we do, we will revise the "Effective as of" date at the top of this page and add a corresponding entry in the Version history below. Your continued use of the Website after an update constitutes acceptance of the updated Terms of Use.

If you do not agree to the updated Terms of Use, please stop using the Website. Updates to an executed Service Contract or Business Associate Agreement will follow the change procedures specified in those agreements.

18. Miscellaneous

These Terms of Use, together with the Privacy Policy, constitute the entire agreement between you and Needletail with respect to your use of the Website. They do not govern the Needletail Services, which are separately governed by the Terms of Service and any executed Service Contract.

If any provision of these Terms of Use is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect. You may not assign or transfer these Terms of Use without Needletail's prior written consent. No failure or delay by Needletail in exercising any right under these Terms of Use will constitute a waiver of that right.

19. Contact

Questions about these Terms of Use may be directed to: legal@needletailai.com.