LEGAL · PLATFORM TERMS OF SERVICE

Platform Terms of Service

Amandil Health LLC — Operational Context Graph™ Platform · Effective July 13, 2026 · Version 1.1

This is the agreement presented and accepted electronically at Platform sign-in. It governs Platform subscribers; use of this website and the Amandil MCP service is governed by the Terms of Service.

These Terms of Service ("Agreement") govern your access to and use of the Operational Context Graph™ platform ("Platform") provided by Amandil Health LLC, a Delaware limited liability company ("Amandil"). By creating an account, clicking to accept, or accessing the Platform, you ("User") agree to be bound by this Agreement.

The Platform gives healthcare organizations access to Amandil's Operational Context Graph™ ("OCG™") — a proprietary knowledge architecture comprising a multi-level taxonomy of healthcare operational domains, subdomains, and process-level definitions — and generates AI Blueprint Outputs to support your internal operational work. This Agreement is designed to protect the intellectual property that makes the Platform valuable, while giving you the broad rights you need to use it effectively.

Users operating under a fully executed Master Services Agreement or Subscription Agreement with Amandil should refer to those documents for additional terms, including enforcement provisions, service levels, and customer-specific modifications. In the event of a conflict between this Agreement and a signed Master Services Agreement, the Master Services Agreement controls.

01Definitions

1.1 "AI Blueprint" or "Blueprint Output" means any report, analysis, workflow map, process outline, gap assessment, or other output generated by the Platform's AI features, derived from the OCG™.

1.2 "Authorized Users" means the employees and contractors of User's organization who are authorized under User's account to access the Platform.

1.3 "Competing Product" means a product or service offered to third parties that substantially replicates the OCG™ taxonomy, domain/subdomain structure, or L3 process definitions. A Competing Product does not include User's internal operational tools, automation workflows, or AI agents used solely within User's own organization.

1.4 "Confidential Information" means all non-public information about the OCG™, Graph Architecture, Platform, and pricing disclosed by Amandil. Confidential Information does not include information that is or becomes publicly known through no fault of User, was already known to User prior to disclosure, or is independently developed by User without use of Amandil's Confidential Information.

1.5 "Graph Architecture" means the OCG™'s taxonomy, domain and subdomain structure, L3 process definitions, edge relationships, ontological mappings, and metadata schema, collectively.

1.6 "Internal AI Agent" means any AI model, automation workflow, RAG system, or agent created by User that uses Blueprint Outputs as reference or contextual input, operating solely within User's own organization and not offered to third parties.

1.7 "Internal Use" means use by Authorized Users solely within User's own organization for User's own operational purposes, including creating Internal AI Agents. Internal Use does not include use in services provided to third parties or sublicensing.

1.8 "User Work Product" means analyses, implementation plans, automation workflows, and other work product created by User using Blueprint Outputs as reference, incorporating User's own institutional knowledge and expertise.

02License and Permitted Use

2.1 License Grant

Subject to this Agreement, Amandil grants User a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform for Internal Use during the term of User's subscription. This is a license to use the Platform — not a sale or transfer of any intellectual property rights.

2.2 What You May Do

Under this license, User may:

(a) Access the Platform and generate Blueprint Outputs for internal operational planning, process analysis, gap assessment, business simulation, and implementation;
(b) Build Internal AI Agents — including RAG systems, autonomous agents, and automation workflows — that use Blueprint Outputs as contextual reference material;
(c) Develop User Work Product using Blueprint Outputs as reference;
(d) Store Blueprint Outputs and User Work Product in User's internal systems, subject to Section 4;
(e) Share Blueprint Outputs internally among Authorized Users; and
(f) Disclose Blueprint Outputs to User's external legal counsel, independent auditors, and regulatory or accreditation bodies as required by law or oversight obligation, subject to appropriate confidentiality obligations.

To be explicit: Building internal AI agents, automation tools, and RAG systems that reference Blueprint Outputs is permitted, provided those tools are used within your own organization and not offered to third parties.

2.3 Conditions of Use

The license is conditioned on: (a) limiting Platform access to Authorized Users and not sharing credentials; (b) no sublicensing, resale, or transfer of access to any third party; (c) the license covering only User's organization as identified in User's account — Affiliate use requires a separate license; and (d) compliance with all terms of this Agreement.

03Intellectual Property

3.1 Amandil's Ownership

Amandil owns all right, title, and interest in the OCG™, the Graph Architecture, the Platform, and all underlying software, algorithms, and documentation. "Operational Context Graph," "OCG," and associated marks are trademarks of Amandil Health LLC. Nothing in this Agreement transfers ownership of any of the foregoing to User.

3.2 Your Rights in Blueprint Outputs

Blueprint Outputs generated through User's use of the Platform are licensed to User on a perpetual, irrevocable basis for Internal Use. Amandil retains intellectual property rights in the underlying Graph Architecture reflected in those outputs. User's license is to use the outputs — not to acquire ownership of the architecture that produced them.

3.3 Your Work Product

User owns User Work Product, provided that: (a) it was created using Blueprint Outputs as reference in combination with User's own operational knowledge; (b) it does not directly reproduce the Graph Architecture's structural taxonomy in a form that would enable its reconstruction; and (c) it is maintained subject to the confidentiality obligations in Section 4.

For the avoidance of doubt, User's internal process documentation, operational playbooks, and workflow materials that address the same healthcare operational domains covered by the OCG™ do not violate condition (b) solely by reason of that subject matter overlap, provided they were developed using User's own institutional knowledge and expertise and were not constructed by copying or transcribing the Graph Architecture's structural classification.

3.4 Feedback

If User provides feedback or suggestions relating to the OCG™ or Platform, Amandil may use that feedback to improve its products without obligation to User. User retains ownership of feedback relating solely to User's own operations.

04Confidentiality

4.1 Obligations

User shall hold all Confidential Information in strict confidence, use it only for purposes permitted by this Agreement, not disclose it to third parties except as permitted in Section 2.2(f), and protect it with at least the same care as User's own most sensitive information — but no less than reasonable care. User shall promptly notify Amandil of any unauthorized disclosure or suspected breach.

4.2 Authorized Users

User shall share Confidential Information only with Authorized Users who have a legitimate need to know and are bound by confidentiality obligations at least as protective as those in this Agreement. User is responsible for breaches by its Authorized Users.

4.3 Duration

Confidentiality obligations survive termination as follows: (a) information constituting trade secrets under applicable law remains confidential for as long as it retains trade secret status; and (b) all other Confidential Information remains confidential for five (5) years after termination. The Graph Architecture and L3 process definitions are intended to qualify as trade secrets.

4.4 Compelled Disclosure

If legally required to disclose Confidential Information, User shall give Amandil prompt written notice (at least ten business days where permitted), disclose only the minimum required, and use reasonable efforts to obtain confidential treatment.

4.5 HIPAA

Users shall not submit protected health information ("PHI") to the Platform. Where Amandil's services constitute a Business Associate relationship under HIPAA, the parties shall execute a mutually agreed Business Associate Agreement before any PHI-adjacent access occurs.

05Prohibited Use

The following activities are prohibited and constitute a material breach of this Agreement:

5.1 Reverse Engineering

Do not attempt to reverse engineer, reconstruct, or systematically infer the Graph Architecture from Blueprint Outputs or Platform interfaces — including by aggregating outputs across sessions, or applying automated analysis to map the underlying taxonomy.

5.2 External AI/ML Training

Do not use Blueprint Outputs to train or fine-tune any AI or machine learning model that is sold, licensed, or deployed to third parties. Creating Internal AI Agents for use within your own organization is expressly permitted under Section 2.2(b).

5.3 Competing Products

Do not use the Platform or Blueprint Outputs to build, develop, or enhance a Competing Product, or to assist any third party in doing so. Building internal tools and AI agents for use solely within your own organization is not prohibited.

5.4 Unauthorized Disclosure

Do not share Blueprint Outputs with third-party commercial vendors, consultants, or competitors outside the permissions of Section 2.2(f), or include them in procurement documents accessible to third parties, without Amandil's prior written consent.

Notwithstanding the foregoing, User may share Blueprint Outputs with User's third-party implementation partners and technology vendors who are engaged solely to help User implement operational improvements within User's own organization, provided that: (a) such partners are bound by written confidentiality obligations at least as protective as Section 4 of this Agreement; (b) such partners use the Blueprint Outputs exclusively to assist User's internal implementation and for no other purpose; and (c) such partners are not direct competitors of Amandil. User is responsible for any breach of these conditions by its implementation partners.

5.5 Automated Extraction

Do not use bots, scrapers, or automated tools to extract data from the Platform, or query it in patterns designed to systematically map the Graph Architecture.

06Platform Monitoring

Amandil logs Platform access and usage — including queries, Blueprint Outputs generated, and access patterns — to operate and secure the Platform and verify compliance with this Agreement. User consents to this monitoring as a condition of access. Detailed audit rights for enterprise customers are addressed in the applicable Master Services Agreement.

07Term and Termination

7.1 Term

This Agreement begins when User first accesses the Platform and continues for the duration of User's subscription, unless earlier terminated.

7.2 Termination for Cause

Either party may terminate if the other materially breaches this Agreement and fails to cure within thirty (30) days of written notice. Amandil may terminate immediately — without a cure period — only for willful IP misappropriation, intentional competitive product development using the OCG™, or an incurable breach such as disclosure to a direct competitor.

7.3 Termination for Convenience

Either party may terminate for any reason with sixty (60) days' written notice. If Amandil terminates for convenience, or User terminates following a material amendment it does not accept, Amandil will provide a pro-rata refund of prepaid fees for the unused subscription period.

7.4 Effect of Termination

Upon termination: all licenses end; User shall cease using the Platform; User shall within fifteen (15) business days destroy or return Confidential Information (excluding User Work Product) and confirm in writing. Sections 3, 4, 5, 8, and 9 survive termination.

08Disclaimers and Limitation of Liability

8.1 Healthcare Disclaimer

The OCG™ is an operational knowledge and process analysis tool. It is not a clinical decision support tool, medical device, or FDA-regulated product. Nothing in any Blueprint Output constitutes medical advice, clinical guidance, a diagnosis, or a substitute for professional clinical judgment. The Platform is for operational and administrative use only.

8.2 Warranty Disclaimer

THE PLATFORM IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. AMANDIL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8.3 Service Availability

Amandil will use commercially reasonable efforts to maintain Platform availability of 99.5% monthly, excluding scheduled maintenance communicated at least 48 hours in advance. Service credit terms for availability failures are set forth in the applicable Subscription Agreement.

8.4 Limitation of Liability

TO THE EXTENT PERMITTED BY LAW, AMANDIL'S TOTAL LIABILITY FOR ANY CLAIM ARISING FROM THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY USER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. THESE LIMITATIONS DO NOT APPLY TO AMANDIL'S LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR TO AMANDIL'S IP INDEMNIFICATION OBLIGATIONS BELOW.

8.5 IP Indemnification

Amandil will defend and indemnify User against third-party claims that the Platform or OCG™, used in accordance with this Agreement, infringes a U.S. patent, copyright, or trade secret. This is conditioned on User providing prompt notice, granting Amandil control of the defense, and cooperating reasonably. It does not apply to claims from User's unauthorized modifications or use in violation of this Agreement.

09General

9.1 Governing Law; Disputes

This Agreement is governed by Delaware law. Disputes shall be resolved by binding arbitration under AAA Commercial Arbitration Rules in Wilmington, Delaware. Either party may seek emergency injunctive relief from any court of competent jurisdiction without waiving arbitration rights.

9.2 Entire Agreement

This Agreement, together with any executed Master Services Agreement or Subscription Agreement, is the entire agreement between the parties on this subject. A signed Master Services Agreement controls over this Agreement on any matter it expressly addresses.

9.3 Amendments

Amandil may update this Agreement with thirty (30) days' notice posted at amandil.ai/platform-terms.html. For material amendments that reduce User's rights or increase User's obligations, User may terminate for convenience with a pro-rata refund if User does not accept. Continued use after the effective date constitutes acceptance.

9.4 Assignment

Amandil may assign this Agreement in connection with a merger, acquisition, or asset sale. User may not assign without Amandil's prior written consent. Assignment to a direct competitor of the other party requires that party's consent.

9.5 Severability; No Waiver

If any provision is held unenforceable, it will be modified minimally to be enforceable; all other provisions remain in effect. Failure to enforce any provision is not a waiver of the right to do so later.

9.6 Notices

Legal notices shall be in writing by certified mail, overnight courier, or email with confirmed receipt. Amandil: legal@amandil.ai. User: address on file with User's account.

10Electronic Acceptance

10.1 How This Agreement Is Formed

A binding agreement is formed when User: (a) clicks "I Agree," "Accept," "Create Account," or an equivalent button; (b) checks a box indicating acceptance; (c) completes account registration; or (d) accesses any Platform feature after this Agreement is presented. Platform access is not authorized until one of these actions is completed.

10.2 Legal Effect

User's electronic acceptance has the same legal force and effect as a handwritten signature on a paper contract, formed in compliance with E-SIGN (15 U.S.C. § 7001 et seq.) and Delaware's UETA (Del. Code Ann. tit. 6, § 12A-101 et seq.). User consents to the use of electronic records and signatures for all purposes under this Agreement.

10.3 Authority to Accept

By accepting, User represents that: (a) User is at least 18 years of age; (b) User has authority to bind the organization identified in User's account; (c) User intends to be legally bound; and (d) User has had the opportunity to review this Agreement and consult legal counsel if desired.

10.4 Acceptance Record

Amandil maintains a timestamped record of each acceptance event, including Agreement version, date and time, and the account and IP address associated with acceptance. This record is available to User upon written request. The current version of this Agreement is available at amandil.ai/platform-terms.html.

10.5 Right to Decline

User may decline by not completing an acceptance action, in which case access to the Platform will not be available. Questions or concerns about these terms: legal@amandil.ai.