Terms and Conditions of Service

1. Background

This Agreement outlines the terms under which Synaptik will provide Digital Twin AI development and digital marketing services to the Client.

2. Scope of Work

Synaptik agrees to develop, deploy, and provide the following deliverables for the Client:

• General Practice Digital Twin: A bespoke conversational AI agent trained on the Client's data and workflows, integrated into the Client's practice website to engage visitors and triage patient inquiries.
• Dr. Alfi Digital Twin: A masterclass clinical clone providing the Client with access to Dr. David Alfi's proprietary airway and surgical expert knowledge base.
• 300 Medical SEO Blog Posts: A localized digital marketing asset consisting of 300 highly targeted medical SEO blog posts to dominate local search intent.

3. Financial Terms

In exchange for the services and deliverables described herein, the Client agrees to the following payment structure:

• Setup Fee: A one-time initial setup fee of $6,000.
• Maintenance Fee: A recurring monthly maintenance and platform access fee of $750 per month.

4. Cancellation Policy

This Agreement may be canceled by either party at any time, provided that the canceling party gives a minimum of thirty (30) days written notice to the other party prior to the effective date of cancellation.

5. Intellectual Property & Data

• Client Data: The Client retains all rights, title, and interest to the source material provided to Synaptik for the creation of their specific digital twin. The Client grants Synaptik a license to use this data solely for providing and updating the Digital Twin services.
• Technology: Synaptik retains all rights, title, and interest to the underlying software, code, AI architecture, methodology, and platform used to generate the Digital Twins.
• AI Disclaimers: The Client acknowledges that the services utilize generative AI, which is probabilistic, and the Client assumes responsibility for reviewing output using a "Human-in-the-Loop" before relying upon it.

6. Limitation of Liability

To the fullest extent permitted by Texas law, neither Synaptik nor its affiliates shall be liable for any special, incidental, indirect, or consequential damages arising from this Agreement. Synaptik's total aggregate liability shall be strictly limited to the amount paid by the Client to Synaptik in the three (3) months prior to the event giving rise to the claim.

7. Governing Law and Dispute Resolution

• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflict of laws principles.
• Dispute Resolution: In the event of any dispute, the Parties shall first attempt to resolve it through direct negotiation. If unresolved within thirty (30) days, the Parties agree to non-binding mediation.
• Venue: Any litigation pursued after mediation shall be resolved exclusively in the state or federal courts located in Fort Bend County, Texas.
• Waivers: Each Party hereby waives any right it may have to a trial by jury, and the Client agrees to waive any right to participate in a class action lawsuit against Synaptik.

8. General Provisions

This Agreement constitutes the complete agreement and understanding among the Parties regarding the subject matter herein and supersedes any prior understandings. It may be amended only pursuant to a written agreement executed by the Parties.