Terms of Use

Introduction

Medically is a revenue-integrity platform for hospitals and health systems, developed and operated by SoftwareLogicsUSA Corporation ("Medically," "we," "us," or "our"). It reads clinical records and surfaces documentation, coding, denial, and appeal recommendations for review by the customer's qualified personnel. By accessing the website at medicallyservices.com (also reachable at medically.us) (the "Site") or using the platform (together with the Site, the "Service"), you agree to be bound by these Terms of Use ("Terms"). If you do not agree, do not use the Service.

Enterprise customers. Hospitals and health systems use the platform under a signed Order Form, Master Subscription Agreement, and Business Associate Agreement (together, the "Customer Agreement"). Where a Customer Agreement conflicts with these Terms, the Customer Agreement controls for that customer and its Authorized Users. These Terms otherwise apply to every visitor and user.

1. Definitions

• "Platform" means the Medically software, models, application programming interfaces, documentation, and related services, however accessed.
• "Customer" means the hospital, health system, physician group, or other organization that has entered into a Customer Agreement with Medically.
• "Authorized User" means an individual the Customer permits to use the Platform, such as CDI specialists, coders, physicians, denials staff, compliance and HIM personnel, and administrators.
• "Customer Data" means data the Customer or its EHR and other systems make available to the Platform, including Protected Health Information, and the findings, queries, dispositions, and audit records the Platform generates from it.
• "Protected Health Information" or "PHI" has the meaning given in HIPAA, 45 CFR § 160.103.
• "AI Output" means any recommendation, finding, score, draft query, draft note, draft appeal, answer, summary, or other content the Platform generates, in whole or in part, using machine learning or other automated methods.
• "Business Associate Agreement" or "BAA" means the HIPAA business associate agreement between Medically and a Customer.

2. The Service

Depending on the Customer's subscription, the Platform provides some or all of the following capabilities. Each is an aid to the Customer's own personnel, not a replacement for them:

• Pre-bill clinical documentation review: reading inpatient records and surfacing documented-but-uncoded and documented-but-unsupported diagnoses, with cited evidence, DRG and dollar impact, and a defensibility score.
• Compliance engine: two-way findings, payer-specific clinical criteria, deterministic defensibility scoring, an append-only audit ledger, and audit exports.
• Computer-assisted coding: suggested ICD-10, CPT, and HCPCS codes with confidence indicators and supporting evidence.
• Physician queries and clinical documentation prompts: drafted, compliant queries and point-of-care nudges for the Customer's clinicians.
• Medical Scribe: drafting structured clinical notes from dictation or text for clinician review.
• Denial prevention, denials management, and appeals: pre-submission checks against payer rules, denial-letter intake, drafted appeals, electronic submission where the Customer enables it, deadline tracking, and outcome analytics.
• Outpatient and risk-adjustment review: HCC capture with supporting evidence, E/M and ED leveling support, and charge review.
• Analytics and Ask Medically: reporting on findings and revenue, and a chart-scoped question-and-answer assistant.
• Managed physician review: where purchased, review of Platform findings by credentialed clinicians engaged by Medically. Those reviewers advise the Customer; they do not treat patients and do not make the Customer's billing decisions.

We may add, change, or retire features. Material reductions in functionality that a Customer has paid for are handled under the Customer Agreement.

3. AI Output, human review, and no medical, coding, or legal advice

AI Output is a recommendation. The Platform proposes; qualified people decide. Every AI Output is designed to be reviewed, and where appropriate accepted, rejected, or queried, by the Customer's credentialed personnel before it affects a patient record, a code, a claim, a query, or an appeal. Nothing is submitted to a payer, written to a record, or billed on the Platform's word alone.

The Customer remains responsible for the accuracy and completeness of its clinical documentation, for the codes it assigns, for the claims, queries, and appeals it submits, for compliance with the ICD-10-CM/PCS Official Guidelines for Coding and Reporting, CPT guidance, payer rules, ACDIS/AHIMA compliant-query practice, and applicable federal and state law, and for its own compliance program. Medically does not assign codes, submit claims, or make coverage or reimbursement decisions.

No guarantees of outcome. Defensibility scores, denial-risk estimates, dollar impacts, revenue estimates, and calculator results are analytical aids based on the data available to the Platform. They are not predictions or guarantees of payer, auditor, regulator, or court outcomes, and are not a promise of reimbursement.

Not medical, coding, or legal advice. The Service does not provide medical advice, diagnosis, or treatment; it does not practice medicine; and it does not provide legal or professional coding advice. AI Output may be incomplete or wrong. Clinicians must exercise independent professional judgment for every patient, and Customers should consult their own compliance and legal advisors on regulatory questions.

AI transparency. AI Output is labeled as such in the Platform, is cited to source evidence where it makes a clinical or coding assertion, and is logged with the model, prompt, criteria, and scorer versions that produced it so that it can be reviewed later.

4. Accounts and Authorized Users

Access to the Platform requires an account provisioned by the Customer or by Medically. Authorized Users agree to provide accurate information, keep credentials confidential, use multi-factor authentication where offered, use only the access assigned to them, and notify Medically promptly of any suspected unauthorized access. The Customer is responsible for its Authorized Users' compliance with these Terms and for de-provisioning access when it is no longer needed.

5. Customer Data and Protected Health Information

Ownership. As between the parties, the Customer owns Customer Data. Medically owns the Platform and the aggregated, de-identified performance statistics described below.

BAA required. Medically acts as a HIPAA business associate. A signed BAA is in place before any PHI is made available to the Platform. PHI is used and disclosed only as the BAA and HIPAA permit, on a minimum-necessary basis, to provide the Service and for our proper management and administration.

How we use Customer Data. To provide, secure, support, and maintain the Service; to generate AI Output for the Customer; to keep the audit ledger the Customer relies on; and to produce aggregated, de-identified performance statistics (such as precision and acceptance rates by finding type) that do not identify any patient or Customer. Customer Data, including PHI, is not used to train machine-learning models, and reviewer decisions are not used as training data. Third-party AI providers we use operate under enterprise agreements that prohibit training on Customer Data.

Safeguards. We maintain administrative, physical, and technical safeguards consistent with the HIPAA Security Rule, including encryption in transit and at rest, role-based access, audit logging, and U.S. data residency, as described on our Security page.

Return and deletion. On termination or on request, we return or securely delete Customer Data in accordance with the Customer Agreement and BAA, subject to legally required retention. Audit ledger records are retained for the period the Customer Agreement specifies so the Customer can respond to audits.

6. Acceptable use

You agree not to:

• Use the Service to submit, or to support the submission of, a claim, code, query, or appeal you know or should know is false, unsupported by the medical record, or otherwise non-compliant.
• Access PHI or Customer Data you are not authorized to access, or use the Service other than for the Customer's legitimate healthcare operations.
• Attempt to re-identify de-identified data, probe or circumvent security controls, or interfere with the Service's operation.
• Reverse engineer, decompile, scrape, or copy the Platform or its models, or use the Service to build a competing product.
• Remove citations, audit records, or AI labels from AI Output, or present AI Output as unreviewed human work where a human review is required.
• Use the Service in violation of any law, regulation, or payer contract.

7. Fees, pilots, and payment

Fees, pricing model (results-based, subscription, or hybrid), payment terms, and any pilot terms are set out in the Customer's Order Form. Where fees are results-based, the Order Form defines how results are measured and attributed; the Platform's audit ledger is the record of findings and dispositions used for that measurement. Unless the Order Form says otherwise, fees are exclusive of taxes and are non-refundable. A "$0 to start" pilot means no platform fees are due for the pilot period as defined in the Order Form; it does not waive the Customer's other obligations under these Terms or the BAA.

8. Confidentiality

Each party will protect the other's non-public information with at least the care it uses for its own confidential information, and no less than reasonable care, and will use it only to perform under these Terms or the Customer Agreement. This does not restrict disclosures required by law, provided the disclosing party gives reasonable notice where lawful. PHI is governed by the BAA and HIPAA.

9. Intellectual property

The Platform, including its software, models, prompts, criteria registries, scoring methods, designs, documentation, and trademarks, is the exclusive property of SoftwareLogicsUSA Corporation and its licensors and is protected by copyright, trade secret, and other laws. Subject to these Terms and any Customer Agreement, Medically grants the Customer and its Authorized Users a limited, non-exclusive, non-transferable right to use the Platform for the Customer's internal healthcare operations during the subscription term. If you send us feedback or suggestions, we may use them without obligation to you. We claim no ownership of Customer Data.

10. Third-party systems and services

The Platform connects to systems the Customer controls or contracts for, such as EHRs, clearinghouses, and payer portals. Medically is not responsible for those systems' availability, accuracy, or terms. Where the Customer enables electronic submission of appeals or other documents, the Customer authorizes Medically to transmit on its behalf and remains responsible for the content submitted.

11. Warranties, disclaimers, and limitation of liability

Our commitment. We will provide the Service with reasonable skill and care, in accordance with the Customer Agreement, the BAA, and applicable law.

Disclaimer. Except as expressly stated in a Customer Agreement, the Service and all AI Output are provided "as is" and "as available." To the fullest extent permitted by law, Medically disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranty that AI Output will be accurate, complete, or lead to any particular reimbursement, denial, audit, or regulatory outcome.

Limitation of liability. To the fullest extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost revenue, lost profits, or lost reimbursement, arising out of or related to the Service, even if advised of the possibility. Except for a party's breach of confidentiality or the BAA, its indemnification obligations, or its gross negligence or willful misconduct, each party's total liability arising out of the Service will not exceed the fees paid or payable by the Customer to Medically in the twelve months before the event giving rise to the claim. Some jurisdictions do not allow certain limitations, in which case these limits apply to the fullest extent permitted.

12. Indemnification

The Customer will defend and indemnify Medically against third-party claims arising from the Customer's clinical documentation, coding, claims, queries, or appeals, from the Customer's breach of these Terms or applicable law, or from Customer Data the Customer was not authorized to provide. Medically will defend and indemnify the Customer against third-party claims that the Platform, as provided by Medically and used in accordance with these Terms, infringes a third party's U.S. intellectual property rights. Each party's indemnification obligations are subject to prompt notice, control of the defense, and reasonable cooperation, and to any additional terms in the Customer Agreement.

13. Term, suspension, and termination

Subscription terms and termination rights for Customers are set out in the Customer Agreement. Medically may suspend or terminate access for a material breach of these Terms, for conduct that poses a security, legal, or patient-safety risk, or where required by law, with notice where practicable. On termination, access ends, and Customer Data is returned or deleted as described in Section 5. Sections that by their nature should survive — including 3, 5, 8, 9, 11, 12, and 14 — survive termination.

14. Governing law and dispute resolution

These Terms are governed by the laws of the State of Texas and applicable United States federal law, without regard to conflict-of-laws rules. Any dispute arising out of or relating to these Terms or the Service that the parties cannot resolve informally within thirty days of written notice will be resolved by binding arbitration seated in Texas, administered by a nationally recognized arbitration provider under its commercial rules, unless prohibited by law. Either party may seek injunctive relief in court to protect its intellectual property or confidential information. A Customer Agreement may specify different governing law or venue, in which case it controls.

15. Changes to these Terms

We may update these Terms from time to time. We will post the revised Terms on the Site with a new "Last updated" date and, for material changes affecting Customers, give notice through the Platform or by email. Continued use after the effective date constitutes acceptance. Changes do not override a signed Customer Agreement.

16. Contact

Questions about these Terms, requests for a Business Associate Agreement, or notices under this agreement may be sent to legal@medically.us.

About our company

Medically is a proprietary software-as-a-service platform developed and operated by SoftwareLogicsUSA Corporation, based in Katy, Texas, United States. It provides AI-assisted clinical documentation integrity, coding, denial-prevention, appeals, and analytics tools to hospitals and health systems. All platform components — including design, code, models, and features — are protected by intellectual property laws. Unauthorized use or distribution is prohibited.