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Terms of Service

Effective date: [Insert effective date]

Last updated: April 1, 2026

1. Overview

These Terms of Service ("Terms") govern access to and use of the Equanimity Labs website at equanimitylabs.org, the PRISM platform at prism.equanimitylabs.app, and related software, applications, documentation, and services that link to these Terms (collectively, the "Services"). PRISM may include, without limitation, PRISM Studio, PRISM Classroom, PRISM Study Agent, PRISM Decks, and PRISM Rounds.

These Terms are between you and Equanimity Labs, Inc. ("Equanimity Labs," "we," "us," or "our"). If you use the Services on behalf of, through, or at the direction of a university, medical school, graduate program, residency program, fellowship program, or other postsecondary institution (an "Institution"), your use is also subject to that Institution's policies and any separate agreement between Equanimity Labs and the Institution. If there is a conflict between these Terms and a signed agreement with the Institution, the signed agreement controls to the extent of the conflict.

2. Postsecondary-Only Services

The Services are intended for postsecondary educational use. Access may be limited to Institutions and their authorized faculty, staff, learners, reviewers, and administrators. We may refuse, suspend, or terminate access that is inconsistent with this intended use.

3. Eligibility and Accounts

You must be authorized by an Institution or otherwise authorized by Equanimity Labs to use the Services. You agree to provide accurate account information, keep it updated, maintain the confidentiality of your credentials, and notify us promptly if you suspect unauthorized access.

4. Educational Purpose and No Clinical Use

PRISM is designed to support educational, case-based, simulation, assessment, tutoring, and related academic workflows. PRISM is not a clinical decision support tool, electronic health record, medical record repository, or emergency response service.

The Services and any AI-assisted outputs are for educational use only and must not be used as the sole basis for diagnosis, treatment, triage, prescribing, or patient management.

5. Institution-Controlled Accounts; FERPA

If your account is provisioned or managed by an Institution, the Institution may control or administer aspects of your account, including enrollment, permissions, course access, content availability, and retention settings.

To the extent the Services receive or maintain information the Institution treats as education records or personally identifiable information from education records under FERPA, that information remains subject to the Institution's policies, determinations, and agreements with us. Equanimity Labs processes such information only to provide the Services to the Institution, subject to applicable law and contract.

At postsecondary institutions, FERPA rights generally belong to the student as an eligible student rather than to the parent, except as otherwise permitted by law.

6. User Roles and Responsibilities

If you are a learner, you agree to use the Services only for authorized educational purposes, to comply with your Institution's policies, and to critically evaluate AI-generated outputs.

If you are faculty, staff, or an administrator, you are responsible for using the Services consistent with legitimate educational, academic, administrative, or support purposes authorized by your Institution. You are also responsible for ensuring that content you upload is appropriate for the intended educational context and that you have the rights and permissions necessary to provide it.

7. Acceptable Use Restrictions

You may not:

  • use the Services in violation of law, regulation, third-party rights, or Institutional policy;
  • upload protected health information, real patient records, or other regulated health information unless expressly authorized in a separate signed written agreement;
  • use the Services to make or support actual clinical decisions;
  • upload content that infringes intellectual property rights or violates confidentiality obligations;
  • interfere with the integrity, availability, or security of the Services;
  • attempt unauthorized access to accounts, systems, or data;
  • reverse engineer or attempt to derive source code except to the extent prohibited by law from restricting that activity; or
  • scrape, systematically extract, or benchmark the Services without our prior written permission.

8. User Content

As between you and Equanimity Labs, you retain your rights in content, prompts, files, cases, decks, submissions, notes, and other materials you provide to the Services ("User Content"), subject to any rights of your Institution and any separate agreement with your Institution.

You grant Equanimity Labs a non-exclusive, worldwide, royalty-free license to host, store, reproduce, transmit, display, and otherwise process User Content only as necessary to provide, secure, maintain, troubleshoot, support, and improve the Services in a manner consistent with applicable law and any applicable Institutional agreement.

For Institution-managed data, Equanimity Labs will not use FERPA-covered data or Institutional User Content to train public-facing or general-purpose AI models. Any use of de-identified or aggregated information for analytics or service improvement will be subject to applicable law and contract.

9. Institution and Administrative Access

The Services may allow authorized Institutional users to access course materials, submissions, assessments, prompts, responses, analytics, and other content based on their assigned roles and the Institution's settings. You acknowledge that your Institution may access or direct us to provide access to Institution-managed information consistent with the Institution's policies, legitimate educational interests, and applicable law.

10. Third-Party Service Providers

We may use third-party providers, including hosting, communications, billing, analytics, and AI service providers, to operate the Services. These providers may process information on our behalf subject to contractual restrictions and applicable law.

11. Privacy

Our Privacy Policy describes how we process information in connection with the Services. For Institution-managed accounts and data, the Institution's own policies and agreements may also apply.

12. Suspension and Termination

We may suspend or terminate access to the Services if we reasonably believe that you have violated these Terms, your use poses a security or legal risk, or suspension is necessary to protect the Services, Institutions, users, or third parties.

Institutions may also suspend, restrict, or terminate access to Institution-managed accounts. Upon termination or expiration of an Institution agreement, access to Institution-managed data, and return or deletion of that data, will be governed primarily by the applicable agreement, subject to legal obligations, security logs, and backup cycles.

13. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." EQUANIMITY LABS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT.

We do not warrant that the Services will be uninterrupted, error-free, or suitable for every educational, institutional, or regulatory context.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EQUANIMITY LABS AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF DATA, PROFITS, REVENUE, GOODWILL, OR BUSINESS INTERRUPTION ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF EQUANIMITY LABS FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID TO EQUANIMITY LABS FOR THE APPLICABLE SERVICES IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM OR (B) US$100.

Nothing in these Terms limits liability to the extent such limitation is prohibited by applicable law or by a separately negotiated agreement with an Institution.

15. Indemnification

You agree to defend, indemnify, and hold harmless Equanimity Labs and its affiliates, officers, directors, employees, contractors, and licensors from and against claims, damages, liabilities, losses, and expenses, including reasonable attorneys' fees, arising out of your User Content, your misuse of the Services, or your violation of these Terms or applicable law, except to the extent caused by Equanimity Labs' own breach, negligence, or willful misconduct.

16. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles, unless a separately negotiated Institutional agreement provides otherwise.

Any dispute arising out of or relating to these Terms or the Services that cannot be resolved informally will be resolved through binding arbitration administered by the American Arbitration Association in [City, State], unless applicable law or a separately negotiated Institutional agreement requires otherwise.

17. Changes to These Terms

We may update these Terms from time to time. If we make a material change, we will post the revised Terms and update the effective or last-updated date. If an Institutional agreement requires a different notice or amendment process, that agreement controls to the extent of a conflict.

18. Contact Information

Questions about these Terms may be sent to legal@equanimitylabs.com or another contact designated by Equanimity Labs.