PolyCDS CDS by Polyclinico LTD. – Organizational Terms of Service

Last amended: April 12, 2026

These Organizational Terms of Service (the "Terms") govern access to and use of PolyCDS CDS, a clinical decision support platform provided by Polyclinico LTD. ("Polyclinico," "we," "us," or "our").

These Terms apply to organizations using PolyCDS CDS, including HMOs, hospitals, clinics, medical centers, physician groups, insurers, health plans, and other healthcare or healthcare-adjacent entities.

These Terms, together with any order form, subscription agreement, enterprise agreement, pilot agreement, statement of work, checkout flow, data processing agreement, Business Associate Agreement, privacy policy, security terms, or other document referencing these Terms (collectively, the "Agreement"), form a binding legal agreement between Polyclinico and the organization accessing or using PolyCDS CDS (the "Customer," "Organization," "you," or "your").

By accessing or using PolyCDS CDS, the Organization confirms that it has read, understood, and agreed to these Terms. The individual accepting these Terms on behalf of the Organization represents that they have authority to bind the Organization.

If you are an individual clinician using PolyCDS CDS for your own professional use and not on behalf of an organization, separate clinician terms may apply.

1. Purpose of the Service

PolyCDS CDS is a software-as-a-service clinical decision support platform designed to assist healthcare organizations and authorized professionals with access to medical information, evidence-based clinical content, structured clinical reasoning, medical summarization, differential diagnosis support, medication information, laboratory interpretation support, medical image-related assistance, and other clinical workflow support.

PolyCDS CDS may be accessed through web, mobile, API, EHR integration, SMART on FHIR, CDS Hooks, or other approved deployment methods, depending on the Organization's configuration.

PolyCDS CDS is intended solely as a support tool for qualified healthcare professionals and approved organizational users. It is not intended for direct patient use or general consumer use.

2. Authorized Organizational Use

The Organization may permit access to PolyCDS CDS only to authorized users, including physicians, nurses, clinical staff, administrative personnel, insurance or payer professionals, technical administrators, and other personnel approved by the Organization.

The Organization is responsible for:

  • Ensuring that all users are properly authorized;
  • Managing user access and permissions;
  • Ensuring users comply with these Terms and applicable laws;
  • Ensuring use of PolyCDS CDS is consistent with the Organization's internal policies;
  • Training users on appropriate and safe use;
  • Maintaining appropriate clinical, administrative, privacy, and security governance.

The Organization may not allow unauthorized individuals, patients, consumers, or unapproved third parties to access or use PolyCDS CDS.

3. Professional and Clinical Responsibility

PolyCDS CDS is intended to support, not replace, professional clinical judgment.

The Organization acknowledges and agrees that:

  • PolyCDS CDS does not practice medicine;
  • PolyCDS CDS does not provide independent medical advice, diagnosis, treatment, prescription, or medical orders;
  • PolyCDS CDS does not replace physician judgment, nursing judgment, specialist consultation, institutional protocols, or professional standards of care;
  • All outputs generated by PolyCDS CDS must be reviewed, validated, and interpreted by qualified healthcare professionals before clinical use;
  • The Organization and its authorized users remain solely responsible for all clinical decisions, actions, omissions, documentation, treatment plans, patient communications, and patient outcomes.

Use of PolyCDS CDS does not create a physician-patient relationship, provider-patient relationship, insurer-patient relationship, fiduciary relationship, or duty of care between Polyclinico and any patient, member, insured person, beneficiary, or third party.

4. Nature and Limitations of AI Outputs

The Organization acknowledges that PolyCDS CDS uses artificial intelligence and machine learning technologies that generate outputs based on probabilistic models, available data, user prompts, system configuration, and external or internal information sources.

Outputs may include, without limitation:

  • Clinical summaries;
  • Suggested differential diagnoses;
  • Medication-related information;
  • Laboratory interpretation support;
  • Clinical reasoning support;
  • Guideline references;
  • Suggested next steps;
  • Medical image-related observations;
  • Administrative or payer-related summaries;
  • Structured clinical documentation assistance.

The Organization acknowledges that outputs may be incomplete, inaccurate, outdated, biased, inconsistent, or inappropriate for a specific patient or clinical context. Outputs may include plausible but incorrect information, sometimes referred to as hallucinations.

The Organization must not rely on PolyCDS CDS as the sole source of clinical, diagnostic, therapeutic, insurance, utilization-management, or coverage decisions.

5. Emergency and High-Risk Use

PolyCDS CDS is not intended to be used as the sole decision-making tool in emergencies, resuscitation, critical care, life-threatening situations, or any context requiring immediate or real-time clinical decision-making.

The Organization must ensure that users follow applicable emergency protocols, institutional escalation pathways, and professional standards of care.

PolyCDS CDS should not delay urgent medical assessment, emergency treatment, specialist consultation, or escalation to appropriate clinical teams.

6. Insurance, Payer, and Health-Plan Use

Where PolyCDS CDS is used by insurers, payers, HMOs, health plans, or organizations involved in claims review, utilization management, care management, prior authorization, or medical necessity review, the Organization remains solely responsible for compliance with all applicable laws, regulations, internal policies, patient rights, member rights, transparency obligations, fairness obligations, and human-review requirements.

PolyCDS CDS must not be used as the sole basis to approve, deny, restrict, delay, limit, or modify:

  • Insurance coverage;
  • Claims;
  • Benefits;
  • Prior authorization;
  • Medical necessity determinations;
  • Access to treatment;
  • Patient or member eligibility;
  • Care pathways.

Any payer, HMO, or insurer decision must remain subject to qualified human review and applicable legal and regulatory requirements.

7. Regulatory Considerations

PolyCDS CDS is designed as clinical decision support software. Regulatory classification may vary by jurisdiction, intended use, deployment configuration, integration method, and actual use by the Organization.

The Organization is responsible for determining whether its use of PolyCDS CDS is permitted under applicable laws and regulatory frameworks, including, where relevant:

  • Local Ministry of Health requirements;
  • Medical device software rules;
  • Clinical decision support regulations;
  • FDA requirements;
  • EU MDR 2017/745 requirements;
  • Israeli health and privacy regulations;
  • Insurance and payer regulations;
  • Institutional clinical governance rules;
  • Professional licensing requirements.

Polyclinico does not represent that PolyCDS CDS is approved, cleared, certified, or authorized as a medical device or regulated clinical system in any jurisdiction unless expressly stated in a written agreement.

The Organization must not use PolyCDS CDS in a way that would require regulatory approval, certification, clearance, or authorization unless such use has been expressly approved in writing by Polyclinico and is supported by the applicable regulatory status.

8. Access Rights and License

Subject to the Organization's compliance with the Agreement, Polyclinico grants the Organization a limited, non-exclusive, non-transferable, non-sublicensable right to access and use PolyCDS CDS during the applicable subscription term or pilot term, solely for the Organization's internal professional, clinical, administrative, operational, or payer-related purposes, as permitted under the applicable agreement.

All rights not expressly granted are reserved by Polyclinico.

9. Restrictions on Use

The Organization and its authorized users must not, directly or indirectly:

  • Sell, resell, lease, license, sublicense, distribute, or commercialize PolyCDS CDS without written permission;
  • Provide access to unauthorized users or third parties;
  • Reverse engineer, decompile, disassemble, or attempt to derive source code, model architecture, prompts, weights, algorithms, or underlying systems;
  • Use PolyCDS CDS to develop, train, benchmark, or improve a competing product or service;
  • Use PolyCDS CDS to train external AI models without written permission;
  • Interfere with or disrupt the security, performance, integrity, or availability of the Service;
  • Circumvent access controls, rate limits, security controls, audit logs, or usage restrictions;
  • Upload malware, malicious code, or unlawful content;
  • Use the Service in violation of applicable law, clinical standards, professional obligations, or institutional policy;
  • Use outputs as the sole basis for clinical, emergency, insurance, legal, or coverage decisions;
  • Misrepresent outputs as independently verified medical conclusions from Polyclinico.

10. Customer Data

"Customer Data" means any data, content, prompts, files, clinical information, patient-related information, administrative information, EHR data, insurance data, user data, images, documents, feedback, or other materials submitted to, uploaded to, transmitted through, or made available to PolyCDS CDS by or on behalf of the Organization or its authorized users.

The Organization retains all rights in Customer Data.

The Organization represents and warrants that it has all necessary rights, permissions, consents, authorizations, and legal bases required to provide Customer Data to PolyCDS CDS and to allow Polyclinico and its service providers to process Customer Data under the Agreement.

The Organization is responsible for ensuring that Customer Data is accurate, lawful, appropriate, and limited to what is necessary for the intended use.

11. Patient Data, PHI, and Regulated Health Information

PolyCDS CDS does not require identifiable patient information in order to function. The Organization should avoid submitting identifiable patient information unless such submission is necessary, lawful, authorized, and covered by the appropriate written agreement.

Where Customer Data includes protected health information, identifiable patient data, or similar regulated health information, the parties must enter into an appropriate written agreement, such as a Business Associate Agreement, Data Processing Agreement, or equivalent healthcare data agreement, where required by applicable law.

The Organization remains responsible for:

  • Determining whether patient data may be submitted;
  • Obtaining any required consents or authorizations;
  • Maintaining the official medical record;
  • Managing workforce access;
  • Ensuring lawful use of patient data;
  • Reviewing all outputs before clinical use;
  • Ensuring compliance with privacy, security, healthcare, and professional obligations.

PolyCDS CDS is not intended to serve as the Organization's official medical record unless expressly agreed in writing.

12. Use of Customer Data

Polyclinico may process Customer Data only as necessary to:

  • Provide, operate, and maintain PolyCDS CDS;
  • Generate outputs requested by authorized users;
  • Support clinical decision support functionality;
  • Enable integrations, including EHR, API, SMART on FHIR, and CDS Hooks integrations;
  • Authenticate users and manage access;
  • Provide customer support and troubleshooting;
  • Maintain security, integrity, auditability, and availability;
  • Monitor abuse, misuse, or security threats;
  • Comply with legal, regulatory, and contractual obligations;
  • Improve safety, quality, performance, and reliability, subject to the data-use limits in the Agreement.

Unless expressly agreed otherwise in writing, Polyclinico will not use identifiable patient data, protected health information, or organization-submitted clinical content to train general-purpose or shared AI models.

Polyclinico may use aggregated, anonymized, or de-identified data that does not reasonably identify the Organization, users, patients, members, or other individuals for analytics, safety monitoring, product improvement, and service development.

Polyclinico will not attempt to re-identify anonymized or de-identified data.

13. AI Model Providers and Third-Party Technology Providers

PolyCDS CDS may rely on third-party technology providers, including cloud infrastructure providers, AI model providers, security vendors, analytics providers, monitoring tools, communications providers, payment processors, and other service providers.

Polyclinico will take reasonable steps to select, configure, and oversee third-party providers that maintain appropriate technical, organizational, confidentiality, and data-protection safeguards.

Where third-party AI model providers are used, Polyclinico will take reasonable steps to configure such services in a privacy-preserving manner consistent with the applicable agreement and service configuration.

To the extent permitted by applicable law, Polyclinico is not responsible for unauthorized access, data loss, service interruption, model error, or security incident caused solely by a third-party provider where the incident is outside Polyclinico's reasonable control and Polyclinico has not acted negligently, engaged in willful misconduct, misconfigured the service, or failed to meet its obligations under the Agreement.

Nothing in this section limits Polyclinico's responsibility for its own acts or omissions.

14. Data Protection, Privacy, and Security

Each party will comply with applicable data protection and privacy laws.

Where required, the parties will enter into a Data Processing Agreement, Business Associate Agreement, Standard Contractual Clauses, or equivalent document.

Polyclinico will implement reasonable technical, administrative, and organizational measures designed to protect Customer Data, including safeguards relating to:

  • Encryption in transit;
  • Encryption at rest, where applicable;
  • Access controls;
  • Authentication;
  • Role-based permissions;
  • Audit logging;
  • Monitoring;
  • Incident detection;
  • Secure development;
  • Vendor review;
  • Backup and recovery;
  • Internal access restrictions.

The Organization is responsible for maintaining appropriate security controls for its own systems, endpoints, networks, identity providers, access permissions, user devices, and workforce practices.

In the event of a security incident involving Customer Data, Polyclinico will provide notice as required by applicable law and the applicable agreement.

15. Integrations with EHRs and Organizational Systems

Where PolyCDS CDS is integrated with EHRs, clinical systems, insurer systems, identity providers, APIs, SMART on FHIR, CDS Hooks, or other organizational systems, the Organization is responsible for:

  • Authorizing the integration;
  • Configuring access permissions;
  • Ensuring lawful data transfer;
  • Validating the integration before production use;
  • Monitoring ongoing use;
  • Ensuring compatibility with institutional policies and vendor terms;
  • Maintaining security of its own systems and credentials.

Polyclinico is not responsible for errors, omissions, data inaccuracies, downtime, unauthorized access, or clinical consequences caused by third-party systems, EHR vendors, integration partners, identity providers, or incorrect configuration by the Organization.

16. Output and Intellectual Property

Subject to the Organization's compliance with the Agreement, the Organization may use outputs generated by PolyCDS CDS for its internal professional, clinical, administrative, operational, or payer-related purposes.

The Organization acknowledges that outputs may not be unique and may be similar or identical to outputs generated for other users or organizations.

Polyclinico and its licensors retain all rights, title, and interest in and to PolyCDS CDS, including software, models, algorithms, workflows, system prompts, interfaces, designs, documentation, source code, know-how, improvements, trademarks, and all related intellectual property.

No ownership rights in PolyCDS CDS are transferred to the Organization.

17. Feedback

If the Organization or its users provide suggestions, comments, corrections, ideas, improvement requests, or other feedback regarding PolyCDS CDS, Polyclinico may use such feedback to improve, develop, and commercialize the Service without restriction, provided that such use does not disclose identifiable patient data or confidential organizational information except as permitted under the Agreement.

18. Fees, Payment, and Taxes

The Organization will pay all fees specified in the applicable order form, subscription agreement, enterprise agreement, pilot agreement, or statement of work.

Unless otherwise stated in writing:

  • Fees are non-refundable;
  • Fees are payable in advance;
  • The Organization is responsible for applicable taxes;
  • Late payments may result in suspension of access;
  • Fees may be modified upon renewal with reasonable prior notice.

Any usage-based, integration-based, enterprise, pilot, or custom pricing terms will be governed by the applicable written agreement.

19. Term, Renewal, Suspension, and Termination

The Agreement will remain in effect for the term specified in the applicable order form, subscription agreement, pilot agreement, or enterprise agreement.

Unless otherwise stated, subscriptions may renew according to the applicable order terms.

Either party may terminate the Agreement for material breach if the breach remains uncured after thirty (30) days' written notice.

Polyclinico may suspend access to PolyCDS CDS where:

  • Required by law;
  • Necessary to protect the security or integrity of the Service;
  • The Organization fails to pay undisputed fees;
  • The Organization or its users violate these Terms;
  • Use of the Service creates legal, regulatory, security, clinical, or operational risk;
  • The Service is used by unauthorized users or for prohibited purposes.

Upon termination or expiration, the Organization's access to PolyCDS CDS will end. Customer Data may be exported, returned, deleted, or retained according to the applicable written agreement, legal requirements, backup processes, and retention policies.

20. Confidentiality

Each party may receive non-public information from the other party, including technical, commercial, legal, financial, security, clinical, operational, or business information.

Each party agrees to:

  • Protect confidential information using reasonable safeguards;
  • Use confidential information only for purposes of performing under the Agreement;
  • Not disclose confidential information except to personnel, contractors, advisors, or service providers who need to know it and are bound by confidentiality obligations;
  • Return or destroy confidential information where required by the Agreement, subject to legal and archival retention requirements.

Confidentiality obligations do not apply to information that is publicly available, independently developed, lawfully received from a third party, or required to be disclosed by law.

21. Indemnification

The Organization agrees to indemnify, defend, and hold harmless Polyclinico and its officers, directors, employees, contractors, licensors, and service providers from and against claims, damages, liabilities, costs, and expenses arising from:

  • The Organization's or users' use of PolyCDS CDS;
  • Clinical decisions, insurance decisions, administrative decisions, or operational decisions made using or relying on outputs;
  • Submission or processing of Customer Data without sufficient rights or legal basis;
  • Violation of law, regulation, professional obligation, or institutional policy;
  • Unauthorized use by the Organization's users;
  • Misuse of the Service or outputs.

Polyclinico will indemnify the Organization against third-party claims alleging that PolyCDS CDS infringes intellectual property rights, provided that the Organization promptly notifies Polyclinico, allows Polyclinico to control the defense, and cooperates reasonably.

Polyclinico's indemnification obligations do not apply to claims arising from Customer Data, unauthorized modifications, misuse, use in violation of the Agreement, or combination with systems or materials not provided by Polyclinico.

22. Limitation of Liability

To the maximum extent permitted by law, each party's aggregate liability arising out of or relating to the Agreement will not exceed the fees paid or payable by the Organization to Polyclinico during the twelve (12) months preceding the event giving rise to the claim.

For claims involving confidentiality breaches, data protection obligations, or data security incidents attributable to Polyclinico, liability may be subject to a higher cap if expressly stated in the applicable written agreement. If no higher cap is stated, the general cap applies to the fullest extent permitted by law.

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, punitive, exemplary, or lost-profit damages, including loss of revenue, loss of goodwill, loss of data, business interruption, clinical workflow disruption, or reputational harm, even if advised of the possibility of such damages.

Nothing in these Terms limits liability for gross negligence, willful misconduct, fraud, intentional misconduct, or any liability that cannot be limited under applicable law.

23. Disclaimer of Warranties

PolyCDS CDS is provided on an "as is" and "as available" basis.

To the maximum extent permitted by law, Polyclinico disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of accuracy, reliability, availability, merchantability, fitness for a particular purpose, non-infringement, regulatory compliance, clinical appropriateness, or error-free operation.

Polyclinico does not warrant that:

  • Outputs will be accurate, complete, current, or clinically appropriate;
  • The Service will be uninterrupted or error-free;
  • The Service will detect every clinical risk, medication issue, diagnostic possibility, or guideline update;
  • The Service will satisfy every regulatory, institutional, payer, or clinical requirement;
  • The Service will be suitable for any specific patient, member, claim, procedure, diagnosis, or treatment pathway.

24. Third-Party Services

PolyCDS CDS may interoperate with third-party services, including EHR systems, AI model providers, cloud providers, identity providers, payment processors, analytics tools, and communication platforms.

Third-party services are governed by their own terms, policies, availability, and security practices.

Polyclinico is not responsible for third-party services except to the extent expressly required by the Agreement or applicable law.

25. Modifications to the Service

Polyclinico may modify, update, improve, suspend, discontinue, or remove features, models, integrations, workflows, interfaces, or outputs from time to time.

The Organization acknowledges that AI systems, clinical sources, features, integrations, model behavior, and system performance may change over time.

Where required by an enterprise agreement, Polyclinico will provide notice of material changes.

26. Publicity

Neither party may use the other party's name, logo, trademark, or public identity in marketing materials, press releases, case studies, investor materials, or public announcements without prior written consent, unless expressly permitted in the applicable agreement.

27. Force Majeure

Neither party will be liable for delay or failure to perform any obligation under the Agreement, except payment obligations, due to events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, pandemics, government actions, power failures, internet failures, cloud provider outages, cyberattacks, or other events beyond reasonable control.

28. Governing Law and Dispute Resolution

The Agreement will be governed by the law specified in the applicable written agreement.

If no governing law is specified, the Agreement will be governed by the laws of the State of Israel, without regard to conflict-of-law principles.

The parties will attempt in good faith to resolve disputes through commercial discussion before initiating formal legal proceedings, unless urgent injunctive relief is required.

29. General Provisions

These Terms, together with the applicable order form, enterprise agreement, pilot agreement, Privacy Policy, Data Processing Agreement, Business Associate Agreement, and any other incorporated documents, constitute the entire agreement between the parties regarding PolyCDS CDS.

If any provision is held invalid or unenforceable, the remaining provisions will remain in effect.

The Organization may not assign the Agreement without Polyclinico's prior written consent, except in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets, provided that the assignee agrees to be bound by the Agreement.

Polyclinico may assign the Agreement in connection with a merger, acquisition, restructuring, financing, or sale of assets.

Failure to enforce any provision does not constitute a waiver.

No agency, partnership, joint venture, employment, fiduciary, medical-provider, or insurer relationship is created by these Terms.

30. Contact

For legal, contractual, privacy, or enterprise inquiries, please contact:

Polyclinico LTD. Email: support@polyclini.co

Organizations may also contact Polyclinico through their designated account representative or contractual contact channel.