Terms of Service

Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Clinician," "you," or "your") and KinoIQ LLC, a Massachusetts limited liability company ("KinoIQ," "we," "us," or "our"), governing your access to and use of the KinoIQ Clinical platform, including the iOS application, web dashboard, and all related services (collectively, the "Platform").

By creating an account, downloading the application, or otherwise accessing the Platform, you represent that: (a) you are a licensed healthcare professional authorized to practice in your jurisdiction; (b) you have the authority to enter into these Terms on behalf of yourself and, if applicable, your practice or organization; and (c) your use of the Platform will comply with all applicable laws and regulations, including HIPAA.

Description of Service

KinoIQ Clinical is an AI-powered markerless motion capture platform designed to assist licensed physical therapists and healthcare professionals with movement assessment and clinical documentation. The Platform uses computer vision and machine learning to analyze patient movement patterns and generate biomechanical metrics and reports.

The Platform is intended solely as a clinical decision support tool. It does not replace professional clinical judgment. All clinical decisions, diagnoses, treatment plans, and patient care decisions remain the sole responsibility of the licensed clinician.

Eligibility and Accounts

3.1 Professional Requirements

The Platform is available to licensed healthcare professionals only, including but not limited to physical therapists, physical therapy assistants (under appropriate supervision), sports medicine physicians, and other licensed movement specialists. By using the Platform, you represent that you hold a valid professional license in your jurisdiction and that your license is in good standing.

3.2 Account Registration

To use the Platform, you must create an account. You agree to provide accurate, complete, and current information during registration and to update such information as necessary. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.

3.3 Account Security

You agree to: (a) notify KinoIQ immediately at [email protected] of any unauthorized use of your account; (b) use a strong, unique password for your account; (c) not share your account credentials with any other person; and (d) log out of your account at the end of each session on shared devices.

3.4 Beta Program

During the pre-launch beta period, access to the Platform is provided by invitation only and at no charge. KinoIQ reserves the right to modify, limit, or terminate beta access at any time. Beta participants agree to provide feedback in good faith to help improve the Platform.

HIPAA Compliance and Patient Data

4.1 Clinician Responsibilities

You are solely responsible for ensuring that your use of the Platform complies with HIPAA and all other applicable federal and state privacy laws. This includes but is not limited to:

• Obtaining all required patient consents and authorizations before using the Platform to analyze patient movement
• Ensuring your organization has a signed Business Associate Agreement (BAA) with KinoIQ LLC prior to using the Platform with patient data
• Implementing appropriate safeguards within your organization to protect patient information
• Training your staff on appropriate use of the Platform consistent with HIPAA requirements
• Maintaining records required by HIPAA, including those related to your use of KinoIQ Clinical as a business associate

4.2 Business Associate Agreement

4.3 De-Identification Architecture

KinoIQ Clinical is designed so that patient personally identifiable information (PII) is stored only on your device and is never transmitted to KinoIQ servers. Server-side processing uses only anonymous patient UUIDs and de-identified kinematic data. You acknowledge and agree that you are responsible for the security of patient PII stored on your device.

4.4 No Unauthorized Patient Data

You agree not to input into the Platform any patient information beyond what is necessary for movement analysis, and never to input patient information for patients for whom you have not obtained appropriate consent.

Permitted Use and Restrictions

5.1 License Grant

Subject to these Terms, KinoIQ grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for your legitimate professional clinical purposes in accordance with these Terms.

5.2 Restrictions

You agree not to:

• Use the Platform for any purpose other than legitimate clinical assessment and documentation
• Attempt to reverse engineer, decompile, disassemble, or derive source code from the Platform
• Copy, modify, adapt, translate, or create derivative works based on the Platform
• Sell, sublicense, rent, lease, or transfer your rights to access the Platform
• Remove or alter any proprietary notices, labels, or marks on the Platform
• Use the Platform in a manner that violates any applicable law or regulation
• Attempt to gain unauthorized access to any part of the Platform or its infrastructure
• Transmit any malicious code, viruses, or harmful data through the Platform
• Use the Platform to assess or treat patients for whom you are not the treating or supervising clinician
• Share your account access with colleagues, staff, or any other person

5.3 Acceptable Clinical Use

The Platform is designed for use as a supplemental clinical documentation and assessment tool. You agree to use clinical judgment when interpreting Platform outputs and not to rely exclusively on Platform-generated metrics for clinical decision-making. The Platform is not a diagnostic device and has not been cleared by the FDA as a medical device.

Intellectual Property

6.1 KinoIQ Ownership

The Platform, including all software, algorithms, machine learning models, user interfaces, documentation, and content, is owned by KinoIQ LLC and protected by copyright, trade secret, and other intellectual property laws. These Terms do not convey any ownership interest in the Platform to you.

6.2 Your Data

You retain ownership of the de-identified kinematic and assessment data generated through your use of the Platform ("Your Data"). You grant KinoIQ LLC a limited, non-exclusive license to use Your Data solely to: (a) provide the Platform services to you; and (b) improve the Platform's algorithms and accuracy using de-identified, aggregated data only.

6.3 Feedback

If you provide feedback, suggestions, or ideas about the Platform ("Feedback"), you grant KinoIQ LLC a perpetual, irrevocable, royalty-free license to use, incorporate, and commercialize such Feedback without any obligation to you. KinoIQ is not obligated to implement any Feedback.

Disclaimers and Limitations

7.1 Not a Medical Device

KinoIQ Clinical is a clinical documentation and decision support tool. It is not a medical device and has not been evaluated or approved by the U.S. Food and Drug Administration (FDA). The Platform is not intended to diagnose, treat, cure, or prevent any medical condition. All clinical decisions remain the sole responsibility of the treating clinician.

7.2 Disclaimer of Warranties

The Platform is provided "as is" and "as available" without warranty of any kind, express or implied. KinoIQ LLC expressly disclaims all warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, accuracy, and non-infringement. KinoIQ does not warrant that the Platform will be uninterrupted, error-free, or free of harmful components. During the beta period, the Platform may contain bugs, incomplete features, or other defects.

7.3 Limitation of Liability

To the fullest extent permitted by applicable law, KinoIQ LLC and its officers, members, employees, and agents shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for loss of profits, loss of data, loss of goodwill, personal injury, or any other intangible losses, arising out of or related to your use of the Platform, even if KinoIQ has been advised of the possibility of such damages.

In no event shall KinoIQ LLC's total aggregate liability to you exceed the greater of (a) the total fees paid by you to KinoIQ in the twelve months preceding the claim, or (b) one hundred dollars ($100.00). During the beta period in which the Platform is provided at no charge, KinoIQ's total liability shall not exceed $100.00.

7.4 Clinical Responsibility

You acknowledge that KinoIQ Clinical provides movement metrics and decision support information that must be interpreted by a qualified clinician. KinoIQ LLC is not responsible for any clinical outcomes, patient injuries, or adverse events arising from your use of or reliance on Platform outputs. You assume full responsibility for all clinical decisions made in connection with your use of the Platform.

Indemnification

You agree to indemnify, defend, and hold harmless KinoIQ LLC and its officers, members, employees, agents, successors, and assigns from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Platform; (b) your violation of these Terms; (c) your violation of any applicable law or regulation, including HIPAA; (d) your violation of any third-party rights; or (e) any clinical decisions made in connection with your use of the Platform.

Term and Termination

9.1 Term

These Terms are effective upon your first use of the Platform and continue until terminated by either party.

9.2 Termination by You

You may terminate your account at any time by contacting [email protected] and requesting account deletion. Termination does not relieve you of any obligations incurred prior to termination.

9.3 Termination by KinoIQ

KinoIQ may suspend or terminate your access to the Platform at any time, with or without cause, including but not limited to: (a) violation of these Terms; (b) conduct that KinoIQ reasonably believes may harm the Platform, other users, or third parties; (c) end of the beta program; or (d) KinoIQ's decision to discontinue the Platform.

9.4 Effect of Termination

Upon termination, your license to use the Platform ceases immediately. KinoIQ will retain de-identified data in accordance with our Privacy Policy. Sections 6, 7, 8, 10, and 11 of these Terms survive termination.

Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws principles. Any dispute arising out of or related to these Terms or the Platform shall be resolved exclusively in the state or federal courts located in Massachusetts, and you consent to personal jurisdiction in such courts.

Before initiating any formal legal proceeding, you agree to contact KinoIQ at [email protected] and attempt to resolve the dispute informally for at least thirty (30) days.

General Provisions

11.1 Entire Agreement

These Terms, together with the Privacy Policy and any executed Business Associate Agreement, constitute the entire agreement between you and KinoIQ LLC regarding the Platform and supersede all prior agreements and understandings.

11.2 Amendments

KinoIQ reserves the right to modify these Terms at any time. We will notify you of material changes by posting updated Terms in the app and on kinoiq.com and, where feasible, by email. Your continued use of the Platform after the effective date of any amendment constitutes acceptance of the updated Terms.

11.3 Severability

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

11.4 Waiver

KinoIQ's failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

11.5 Assignment

You may not assign or transfer your rights or obligations under these Terms without KinoIQ's prior written consent. KinoIQ may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

11.6 No Third-Party Beneficiaries

These Terms are for the sole benefit of you and KinoIQ LLC and do not create any rights in any third party, including your patients.

Contact Information

If you have questions about these Terms or need to execute a Business Associate Agreement, please contact us:

These Terms of Service do not constitute legal advice. KinoIQ LLC recommends that healthcare practices consult with a healthcare attorney regarding their specific obligations when using the Platform.