BlackwellOS Terms of Service

Updated April 6, 2026

0. Quick Summary (Non-Binding)

Plain-English overview (AI drafts, no PHI, user responsibility, billing basics)

1. Agreement to These Terms

Acceptance (clickwrap / using the Service)
Updates to Terms (effective upon posting; material changes as required by law)

2. Who We Are

Company identity
Contact for legal notices (email + mailing address)

3. Eligibility and Account Authority

18+ / authorized representative for a business
Account creation and security responsibilities

4. The Service

What BlackwellOS provides (AI-assisted marketing/content tools)
Service changes / discontinuation (founder-friendly flexibility)
Beta/experimental features (if applicable)

5. Important Medical and AI Disclosures

5.1 Not Medical Advice / Not a Medical Device

Not for diagnosis/treatment/clinical decision-making

5.2 AI Output Disclaimer (Drafting Only)

Outputs may be inaccurate; human review required
No performance guarantees (SEO, leads, revenue, compliance, rankings)

5.3 Customer Responsibility for Published Content

User is responsible for claims, substantiation, and compliance

6. HIPAA, PHI, and Restricted Data

No PHI / no patient identifiers / no medical records
Not HIPAA-compliant / not a Business Associate
No BAA unless separately signed (future-proof)
Remediation rights (remove content, suspend access)

7. Acceptable Use

Incorporation by reference of an Acceptable Use Policy (recommended as separate doc)
Core prohibited behaviors (security abuse, scraping, unlawful use, PHI, misleading health claims, etc.)

8. Customer Content and Rights (Inputs/Outputs)

8.1 Customer Inputs

Ownership stays with customer
License to process inputs to provide the service

8.2 Outputs

Customer rights to use outputs (subject to third-party rights)
No guarantee of uniqueness / non-infringement

8.3 Feedback

License to use feedback (avoid full IP assignment language)

9. Third-Party Services and Integrations

AI model providers, analytics, payment processors, etc.
No responsibility for third-party outages/changes

10. Plans, Billing, and Cancellation

Subscription term, renewals
Free trial (if offered)
Payment authorization and failed payments
Upgrades/downgrades (if applicable)
Cancellation (self-serve if possible)
Refund policy (non-refundable except as required by law / as stated)

11. Intellectual Property (Our IP)

BlackwellOS platform ownership
Trademarks and branding rules
Restrictions on copying/reverse engineering

12. Security and Data Handling (High-Level)

Reasonable security efforts (no detailed promises)
Customer responsibilities (strong passwords, access controls)
Reference to Privacy Policy

13. Suspension and Termination

Your right to suspend/terminate for violations, risk, nonpayment, abuse
Effect of termination (access loss, data export window if offered)

14. Disclaimers

As-is / as-available
No warranties (including fitness, non-infringement, uninterrupted service)

15. Limitation of Liability

Types of damages excluded
Liability cap (fees paid in prior X months)

16. Indemnification

Customer indemnifies for published content, unlawful use, infringement from inputs, claims violations

17. Governing Law and Dispute Resolution

State law (Minnesota per your Termly)
Venue/arbitration approach (keep founder-friendly, not overly complex)

18. Changes to the Service and Terms

Modification rights + how notice is handled

19. Miscellaneous

Severability
No waiver
Assignment
Entire agreement
Order of precedence (if you later sign a DPA/BAA/MSA)

20. Contact Us

Legal notices email
General support email (optional)
Mailing address

0. Quick Summary (Non-Binding)

This section is a plain-English summary of the key points in these Terms of Service. It is not a substitute for the full Terms, and if there is a conflict, the full Terms control.

What BlackwellOS is: BlackwellOS is a software platform that helps you create and manage marketing and business content using AI-assisted tools.
AI output is drafting help: AI-generated content may be incomplete, outdated, or wrong. You are responsible for reviewing, editing, and approving anything you use or publish.
Not medical advice: BlackwellOS does not provide medical advice, diagnosis, treatment, or clinical decision support, and it is not a medical device.
Do not use PHI: Do not upload, enter, or store any patient data or PHI (including patient identifiers, medical records, or anything regulated under HIPAA). BlackwellOS is not offered as a HIPAA-compliant service.
You own your content: You keep ownership of the content you submit to the Service. We need limited permission to process it to operate and improve the Service.
Billing basics: If you choose a paid plan, you authorize recurring charges until you cancel. Fees are generally non-refundable except where required by law or expressly stated otherwise.
Account action: We may suspend or terminate access if you violate these Terms, our Acceptable Use Policy, or use the Service in a way that creates risk, harm, or abuse.

If you have questions, contact us at notices@blackwellos.com.

1. Agreement to These Terms

1.1 Acceptance of These Terms

By creating an account, clicking “I agree” (or a similar button), or otherwise accessing or using BlackwellOS (the “Service”), you agree to be bound by these Terms of Service (“Terms”). If you are using the Service on behalf of a clinic, practice, company, or other entity, you represent that you have authority to bind that entity to these Terms, and “you” includes that entity.

If you do not agree to these Terms, you may not access or use the Service.

1.2 Updates to These Terms

We may update these Terms from time to time. Unless a different effective date is stated, updated Terms become effective when we post them on our website or within the Service.

If an update is material, we will take reasonable steps to provide notice (for example, by email to the account owner or through an in-app notice), as required by applicable law.

By continuing to use the Service after updated Terms become effective, you agree to the updated Terms. If you do not agree, you must stop using the Service and cancel your account.

1. Agreement to These Terms

1.1 Acceptance of These Terms

If you do not agree to these Terms, you may not access or use the Service.

1.2 Updates to These Terms

We may update these Terms from time to time. Unless a different effective date is stated, updated Terms become effective when we post them on our website or within the Service.

If an update is material, we will take reasonable steps to provide notice (for example, by email to the account owner or through an in-app notice), as required by applicable law.

By continuing to use the Service after updated Terms become effective, you agree to the updated Terms. If you do not agree, you must stop using the Service and cancel your account.

2. Who We Are

2.1 Company Identity

BlackwellOS is operated by JPK & M Enterprises LLC, doing business as BlackwellOS (“BlackwellOS,” “Company,” “we,” “us,” or “our”).

2.2 Contact for Legal Notices

For legal notices and official communications about these Terms, contact us at:

Email: notices@blackwellos.com
Mailing Address

We do not provide phone support and do not list a phone number for legal notices unless required by applicable law.

3. Eligibility and Account Authority

3.1 Eligibility (18+)

You must be at least 18 years old to use the Service. By using the Service, you represent that you are at least 18.

3.2 Authority to Bind an Organization

If you use the Service on behalf of a clinic, practice, company, or other organization, you represent and warrant that you have the legal authority to bind that organization to these Terms. If you do not have that authority, you may not use the Service on that organization’s behalf.

3.3 Account Registration

You may be required to create an account to access certain features. You agree to provide accurate, current, and complete information and to keep your account information up to date.

3.4 Account Security

You are responsible for:

maintaining the confidentiality of your login credentials;
all activity that occurs under your account (including by your employees, contractors, or anyone you give access to); and
promptly notifying us at notices@blackwellos.com if you suspect unauthorized access or a security incident involving your account.

We are not responsible for losses resulting from unauthorized access to your account caused by your failure to protect your credentials.

4. The Service

4.1 What BlackwellOS Provides

BlackwellOS is a software platform that provides AI-assisted tools to help you draft, organize, and manage marketing and business content (for example, website copy, blog drafts, emails, and related content). The Service may include features that generate, edit, summarize, or reformat text and other materials based on inputs you provide.

4.2 Free Trial

We may offer a seven (7) day free trial for new accounts. The free trial includes up to 85,000 AI tokens (the “Trial Allowance”).

The free trial ends on the earlier of:

the end of the 7-day trial period; or
when you use the full Trial Allowance.

When the free trial ends, your access to paid features may be limited, suspended, or require an upgrade to a paid plan in order to continue using those features. We may change or discontinue free trial offerings at any time.

4.3 Service Changes and Availability

We may add, remove, or modify features of the Service at any time. We do not guarantee that any particular feature will always be available or that the Service will operate without interruption.

We may suspend or discontinue the Service (in whole or in part) at any time. If we discontinue the Service entirely, we will make reasonable efforts to provide notice through the Service or by email, when practicable.

4.4 Beta and Experimental Features

From time to time, we may provide access to features labeled beta, experimental, preview, or similar. These features are provided “as is,” may be incomplete or unstable, may change or be removed at any time, and may not be supported. You use beta or experimental features at your own risk.

5. Important Medical and AI Disclosures

5.1 Not Medical Advice / Not a Medical Device

BlackwellOS is a marketing and business-content tool. It does not provide medical advice, diagnosis, treatment recommendations, or clinical decision support. The Service is not a medical device and is not intended for use in patient care, clinical workflows, emergency settings, or any situation where inaccurate information could lead to patient harm.

You must not use the Service to make, support, or replace clinical decisions, or to provide professional medical services to patients.

5.2 AI Output Disclaimer (Drafting Only)

The Service may generate content using AI. AI-generated output is inherently probabilistic and may be inaccurate, incomplete, misleading, outdated, non-compliant, or inappropriate for your intended use. Outputs may also include statements that appear confident but are wrong, or include examples, testimonials, case studies, statistics, citations, or “real-world” details that are fabricated or not verifiable.

You agree that:

Human review is required. You are solely responsible for reviewing, editing, validating, and approving all outputs before use or publication.
No “real patient” implication. You must not publish AI output that implies a real patient story, “real example,” testimonial, or clinical outcome unless you have verified it and obtained all required permissions and consents.
No compliance guarantee. We do not guarantee that outputs comply with HIPAA, FTC advertising rules, state medical board rules, professional ethics standards, or any other laws or regulations.
No performance guarantees. We do not guarantee outcomes, including SEO rankings, traffic, leads, conversions, revenue, reputation results, or business performance.

5.3 Customer Responsibility for Published Content and Claims

You are solely responsible for any content you create, upload, generate, distribute, or publish using the Service (including AI-generated drafts), and for any consequences of that content.

This includes responsibility for:

ensuring all statements are truthful, accurate, and not misleading;
ensuring all medical/health-related claims are properly substantiated;
ensuring testimonials, before/after claims, and case examples comply with applicable law and professional rules;
ensuring appropriate disclosures, disclaimers, and consents are obtained; and
ensuring your use of the Service complies with all applicable laws, regulations, and professional obligations.

We are not responsible for your published content, your marketing claims, or your compliance decisions.

6. HIPAA, PHI, and Restricted Data

6.1 No PHI, Patient Identifiers, or Medical Records — Ever

BlackwellOS is a marketing and business-content platform and is not designed for storing or processing patient data. You must not upload, enter, submit, store, process, or transmit any Protected Health Information (PHI), patient identifiers, or medical records through the Service, including in any editor, prompt, form field, file upload, generated output workflow, notes, or any other feature.

PHI includes (without limitation) information that identifies or could reasonably identify a patient and relates to a person’s health condition, the provision of health care, or payment for health care.

You are responsible for ensuring that any content you input, edit, generate, or export from the Service does not contain PHI or patient identifiers.

6.2 Not HIPAA-Compliant; No Business Associate Relationship

The Service is not offered as HIPAA-compliant, and it is not intended to be used in any way that would require compliance with HIPAA or similar health privacy or security laws.

You acknowledge and agree that BlackwellOS is not acting as a “business associate” (as defined under HIPAA) and is not providing services as a business associate.

6.3 No BAA

BlackwellOS does not enter into Business Associate Agreements (“BAAs”) through these Terms, and you must not use the Service in any manner that would require a BAA.

6.4 Customer Responsibility for Inputs, Edits, and Publication

You are solely responsible for:

what you input into the Service;
any edits you make to content within the Service; and
anything you publish, distribute, advertise, or otherwise use outside the Service.

AI-generated output may include errors or fabricated “real-world” details. You agree to review and verify all content and ensure it does not include PHI, patient identifiers, or any other restricted data.

6.5 Remediation and Enforcement Rights

If we become aware (including through a report from you or a third party) that content submitted to the Service may include PHI, patient identifiers, medical records, or other restricted data, or that your use creates legal, security, or operational risk, we may, without notice:

remove or disable access to the content;
restrict features or access to the Service;
suspend your account; and/or
terminate your access to the Service.

We do not have an obligation to monitor content, and you should not rely on us to detect PHI or restricted data.

6.6 Risk Allocation

If you submit PHI or other restricted data in violation of these Terms, you do so at your own risk and in breach of these Terms. You agree that any claim, complaint, investigation, or dispute arising from your submission, editing, or publication of PHI or restricted data is your responsibility, subject to your indemnification and duty to defend obligations in these Terms.

7. Acceptable Use

7.1 Acceptable Use Policy Incorporated by Reference

Your use of the Service is subject to these Terms and our Acceptable Use Policy (“AUP”), which is incorporated into these Terms by reference. The AUP describes prohibited conduct and content and helps protect BlackwellOS, our users, and third parties.

If there is a conflict between the AUP and these Terms, these Terms control unless the AUP explicitly states otherwise.

7.2 Core Prohibited Uses

You agree that you will not, and will not permit any user of your account to:

A. Restricted Data / Patient Privacy

upload, enter, store, process, or transmit PHI, patient identifiers, medical records, or any information that could reasonably identify a patient, in any form, through the Service (see Section 6);
create, request, generate, or publish any content that describes, references, or implies a real patient, a real case, a real outcome, or a “real example”;
use the Service to draft or publish patient stories, case examples, testimonials, or before/after outcomes that are presented as factual or attributable to any individual.

B. Misleading or Unlawful Medical/Health Content

publish or distribute false, misleading, or unsubstantiated medical or health-related claims;
represent AI-generated content as verified clinical evidence or as advice tailored to a specific patient;
present AI-generated content as based on actual patients, actual clinical results, or actual practice outcomes;
use the Service to provide medical advice, diagnosis, treatment, or clinical decision support.

C. Security, Abuse, and Interference

probe, scan, or test the vulnerability of the Service or any system or network;
bypass, disable, interfere with, or defeat security or access controls;
introduce malware, viruses, worms, Trojan horses, or other harmful code;
attempt to gain unauthorized access to accounts, data, or systems.

D. Scraping, Automated Access, and Reverse Engineering

scrape, harvest, or extract data from the Service by automated means (including bots, crawlers, or scrapers) except as permitted by standard web browser behavior;
reverse engineer, decompile, disassemble, or attempt to discover source code or underlying components of the Service (except to the extent such restrictions are prohibited by law);
use the Service to build or train a competing product, or to benchmark in a manner that materially harms the Service.

E. Illegal, Infringing, or Harmful Content

violate any applicable law, regulation, or professional rule;
infringe, misappropriate, or violate intellectual property, privacy, or publicity rights;
use the Service to harass, abuse, threaten, defame, or discriminate against others.

7.3 Enforcement

We may investigate suspected violations and may remove content, restrict features, suspend accounts, or terminate access as described in these Terms and the AUP. We may also cooperate with law enforcement or regulators where required or appropriate.

We do not have an obligation to monitor content, but we reserve the right to enforce these rules to protect the Service and others.

8. Customer Content and Rights (Inputs/Outputs)

8.1 Customer Inputs

You retain ownership of any text, prompts, files, images, or other materials you submit to the Service (“Customer Inputs”), as between you and BlackwellOS.

To operate the Service, you grant BlackwellOS a limited, non-exclusive, worldwide, royalty-free license to host, store, process, transmit, display (only as needed within the Service), and use Customer Inputs solely to:

provide, maintain, and support the Service;
secure the Service and prevent abuse or fraud;
comply with applicable law; and
improve and develop the Service (in a way that does not identify you or your patients and is consistent with our Privacy Policy).

You represent and warrant that you have all rights necessary to provide Customer Inputs and that Customer Inputs do not violate these Terms (including Section 6 regarding PHI).

8.2 Outputs

The Service may generate or transform content based on Customer Inputs (“Outputs”). Subject to your compliance with these Terms, you may use Outputs for your internal business purposes and for publication and distribution in connection with your marketing activities.

You understand and agree that:

Outputs may not be unique. Similar or identical Outputs may be generated for other users.
No non-infringement guarantee. We do not guarantee that Outputs will be original or non-infringing, or that they will be suitable for any particular purpose.
You are responsible for use. You are solely responsible for reviewing Outputs, verifying accuracy, and ensuring compliance with applicable laws, regulations, and professional rules before using or publishing Outputs.

Nothing in these Terms transfers to you any BlackwellOS intellectual property or any third-party rights that may be included in or associated with the Service.

8.3 Feedback

If you provide suggestions, ideas, feature requests, comments, or other feedback about the Service (“Feedback”), you grant BlackwellOS a non-exclusive, worldwide, perpetual, irrevocable, sublicensable, transferable, royalty-free license to use, reproduce, modify, distribute, and otherwise exploit that Feedback for any purpose, without compensation or obligation to you.

Feedback is provided voluntarily and does not create any obligation for us to implement it.

9. Third-Party Services and Integrations

The Service may rely on, integrate with, or make available features powered by third-party services, tools, or providers (including AI model providers, hosting and infrastructure providers, analytics providers, and payment processors) (“Third-Party Services”).

You acknowledge and agree that:

Third-Party Services are outside our control. Their availability, performance, features, and terms may change at any time.
No responsibility for third-party issues. We are not responsible for outages, interruptions, errors, changes, or discontinuation of any Third-Party Services, or for any resulting impact on the Service.
Third-party terms may apply. Your use of certain Third-Party Services may be subject to those providers’ terms, policies, and privacy practices, and you are responsible for reviewing and complying with them as applicable.

We may add, remove, or change Third-Party Services used by the Service at any time in our discretion.

10. Plans, Billing, and Cancellation

10.1 Subscription Plans

Certain features of the Service require a paid subscription (“Paid Plans”). The features, limits (including AI token limits), and pricing for each Paid Plan are described at the point of purchase or within the Service and may be updated from time to time.

10.2 Free Trial

We may offer a seven (7) day free trial that includes up to 85,000 AI tokens (the “Trial Allowance”). The free trial ends on the earlier of:

the end of the 7-day trial period; or
when you use the full Trial Allowance.

When the free trial ends, your access to paid features may be limited, suspended, or require an upgrade to a Paid Plan to continue using those features.

10.3 Billing, Renewals, and Payment Authorization

If you purchase a Paid Plan, you agree to pay the applicable fees and authorize us (and our payment processor) to charge your selected payment method on a recurring basis (for example, monthly or annually, depending on your plan) until you cancel.

Unless otherwise stated at checkout, subscriptions automatically renew at the end of each billing cycle.

10.4 Failed Payments

If a payment is declined, fails, or is reversed, we may suspend or limit your access to the Service until payment is successfully processed. You remain responsible for all fees and charges incurred through your account.

10.5 Changes to Plans and Pricing

We may change our Paid Plans, limits, or pricing from time to time. Changes will apply prospectively. If a change is material and required by applicable law, we will provide notice as required.

10.6 Upgrades and Downgrades

You may be able to upgrade or downgrade your plan through your account settings (if available). Changes may take effect immediately or at the start of the next billing cycle, as described in the Service. Some plan changes may affect available features and usage limits.

10.7 Cancellation

You may cancel your subscription at any time through your account settings (if available). If self-serve cancellation is not available, you may cancel by contacting us at notices@blackwellos.com.

Unless otherwise stated, cancellation takes effect at the end of your current billing cycle. You will retain access to paid features through the end of the current paid term, and you will not be charged for the next billing cycle.

10.8 Refunds

Fees are non-refundable except where required by law or where we expressly state otherwise in writing (for example, in a specific offer or order form). Cancellation does not entitle you to a refund for any unused portion of a billing period.

10.9 Founder / Early Adopter Promotions; Grandfathered Pricing; Plan Changes

From time to time, we may offer beta, founder, early adopter, or promotional pricing (collectively, “Promotional Pricing”). If you enroll in a plan that includes Promotional Pricing, your promotional rate will apply for as long as you maintain a continuous, active paid subscription to the applicable plan (or its successor plan as described below), and you remain in good standing (for example, no chargebacks, fraud, or material Terms violations).

“For life” or similar language, if used in connection with Promotional Pricing, means for the life of your account’s continuous paid subscription. A subscription is considered “continuous” if it does not lapse or terminate; however, a brief payment failure will not be treated as a lapse if it is cured within seven (7) days (for example, by updating your payment method and completing payment). Promotional Pricing does not survive cancellation or termination.

Promotional Pricing:

applies only to the base subscription fee for the applicable plan, and does not include taxes, third-party fees, usage beyond plan limits, add-ons, paid services, or new paid products/features we may offer in the future; and
does not guarantee access to all future features that may later be introduced for new plan versions or new tiers.

(a) New Practice Plan (Self-Attested Eligibility)

If we offer a “New Practice” plan (or similar limited-duration plan), eligibility may be based on your self-attestation (for example, that your practice is under a stated age). We do not verify eligibility. The New Practice plan may be limited to a defined term (for example, one year). At the end of that term, your subscription may transition to another plan (for example, “Pro”) at the then-current rate for that plan unless you select a different available option.

(b) Plan Versions and Grandfathering

We may change plan names, tiers, features, limits, or packaging over time. If we introduce a new version of a plan (for example, changes to “Pro”), we may offer you the choice to:

remain on your existing plan/version at your grandfathered rate (which may not include newly introduced features); or
move to the then-current version or a new tier at the then-current price.

If we restructure our tiers entirely, we will provide a reasonable path to either (i) remain on a comparable grandfathered plan/version or (ii) migrate to a new tier at then-current pricing, as determined by us.

(c) Plan Discontinuation

We reserve the right to discontinue a plan, including a plan associated with Promotional Pricing, if necessary due to factors outside our reasonable control (for example, material changes in third-party technology, pricing, or availability that the plan depends on). If we discontinue a plan, we will use commercially reasonable efforts to work with you to transition to a reasonably comparable plan or alternative offering. Any replacement plan may differ in features, limits, and pricing.

11. Intellectual Property (Our IP)

11.1 Our Intellectual Property

The Service, including all software, source code, APIs, website design, user interface, workflows, templates, prompts we provide (if any), documentation, trademarks, logos, and all other content or materials made available by BlackwellOS (excluding Customer Inputs and Outputs) are owned by BlackwellOS or its licensors and are protected by intellectual property laws (“BlackwellOS IP”).

Except for the limited rights expressly granted in these Terms, we reserve all rights, title, and interest in and to the Service and BlackwellOS IP.

11.2 Limited License to Use the Service

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes during your subscription term.

11.3 Restrictions

You will not, and will not permit others to:

copy, modify, or create derivative works of the Service or BlackwellOS IP;
reverse engineer, decompile, disassemble, or attempt to discover the source code or underlying components of the Service (except to the extent such restriction is prohibited by law);
access or use the Service to build or support a competing product or service;
remove or obscure proprietary notices on the Service or BlackwellOS IP; or
use our trademarks, logos, or branding without our prior written permission, except as needed to identify BlackwellOS as the source of the Service.

11.4 Publicity

Unless you tell us otherwise, you grant us permission to identify you as a customer of the Service using your business name only (not your logo), solely for the purpose of listing customers on our website or in marketing materials.

We will not use your logo, create a case study, or reference non-public details about your use of the Service without your prior written consent.

You may opt out of this section at any time by emailing notices@blackwellos.com, and we will stop using your business name in new materials within a commercially reasonable time.

12. Security and Data Handling (High-Level)

12.1 Security

We use commercially reasonable administrative, technical, and organizational measures designed to help protect the Service and customer data from unauthorized access, disclosure, alteration, or destruction.

However, no method of transmission or storage is 100% secure. You acknowledge that you use the Service at your own risk and that we cannot guarantee absolute security.

12.2 Your Security Responsibilities

You are responsible for:

maintaining the confidentiality of your login credentials and limiting access to authorized users only;
using reasonable safeguards within your organization (for example, strong passwords and appropriate access controls);
promptly notifying us at notices@blackwellos.com if you suspect unauthorized access to your account; and
ensuring that any information you submit to the Service complies with these Terms, including the restrictions on PHI and patient identifiers in Section 6.

12.3 Data Handling and Privacy Policy

Our collection, use, and sharing of personal information is described in our Privacy Policy, which is incorporated into these Terms by reference.

12.4 Data Loss and Backups

We may perform routine backups and maintenance, but we do not guarantee that customer data will always be recoverable. You are responsible for maintaining your own copies of important content and ensuring you have appropriate backups for your needs.

12.5 Security Disclosures

You agree not to publicly disclose security vulnerabilities or security-related information about the Service without first providing us a reasonable opportunity to investigate and remediate. If you believe you have found a vulnerability, please report it to notices@blackwellos.com.

13. Suspension and Termination

13.1 Our Right to Suspend or Restrict Access

We may suspend, restrict, or disable your access to the Service (in whole or in part) immediately, with or without notice, if we reasonably believe that:

you have violated these Terms, the Acceptable Use Policy, or applicable law;
you have submitted or attempted to submit PHI, patient identifiers, medical records, or other restricted data (see Section 6);
your account is being used in a way that poses security, legal, reputational, or operational risk to BlackwellOS, our users, or third parties;
your use is abusive, excessively burdensome, or interferes with the normal operation of the Service; or
payment has failed or you are past due (see Section 10).

We are not responsible for any loss, damages, or consequences resulting from a suspension or restriction under this section.

13.2 Termination by You

You may terminate your account at any time by canceling your subscription as described in Section 10.7. If you terminate, your termination will be effective at the end of your then-current paid term unless otherwise stated in the Service.

13.3 Termination by Us

We may terminate your account and these Terms at any time if:

you materially breach these Terms or the Acceptable Use Policy;
you repeatedly violate these Terms or create repeated risk to the Service or others; or
we discontinue the Service (subject to Section 4.3 and Section 10.9(c)).

13.4 Effect of Termination

Upon termination:

your right to access and use the Service will end immediately;
we may delete or de-identify Customer Inputs and related data in accordance with our Privacy Policy and standard retention practices; and
you remain responsible for any fees owed through the effective date of termination.

Except as required by law, we have no obligation to provide data export, retrieval, or continued access after termination.

14. Disclaimers

14.1 Service Provided “As Is”

To the fullest extent permitted by law, the Service is provided on an “AS IS” and “AS AVAILABLE” basis. Your use of the Service is at your sole risk.

14.2 No Warranties

To the fullest extent permitted by law, BlackwellOS disclaims all warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

Without limiting the foregoing, BlackwellOS does not warrant that:

the Service will be uninterrupted, timely, secure, or error-free;
any Outputs will be accurate, complete, reliable, or suitable for your purposes;
defects will be corrected; or
the Service or any content will be free of viruses or other harmful components.

14.3 No Guarantees of Results

BlackwellOS does not guarantee any outcomes or results from using the Service, including SEO rankings, search visibility, advertising performance, leads, conversions, patient acquisition, revenue, or compliance with laws, regulations, or professional rules.

14.4 Third-Party Services

BlackwellOS is not responsible for Third-Party Services (as described in Section 9), including their availability, performance, changes, or discontinuation.

15. Limitation of Liability

15.1 Limitation of Damages

To the fullest extent permitted by law, in no event will BlackwellOS or its owner, affiliates, or agents be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, business opportunities, or data, arising out of or related to these Terms or your use of (or inability to use) the Service, even if we have been advised of the possibility of such damages.

15.2 Liability Cap

To the fullest extent permitted by law, the total liability of BlackwellOS for any and all claims arising out of or relating to these Terms or the Service will not exceed the amounts paid by you to BlackwellOS for the Service in the six (6) months immediately preceding the event giving rise to the claim.

15.3 Exceptions

Some jurisdictions do not allow the exclusion of certain warranties or the limitation of certain damages. To the extent such laws apply to you, some or all of the above limitations may not apply, and you may have additional rights.

16. Indemnification

16.1 Indemnity and Duty to Defend

To the fullest extent permitted by law, you will defend, indemnify, and hold harmless BlackwellOS and its owner, affiliates, and agents from and against any third-party claim, demand, complaint, investigation, or proceeding (including by a patient, consumer, regulator, advertising platform, or other third party) arising out of or relating to:

a) your use of the Service (including your prompts, Customer Inputs, edits, and any Outputs you use or publish);
b) your violation of these Terms, the Acceptable Use Policy, or applicable law or professional rules;
c) any content you create, publish, distribute, advertise, or otherwise use in connection with the Service, including any alleged false, misleading, or unsubstantiated health-related claim;
d) any allegation that your content includes PHI, patient identifiers, medical records, or other restricted data; or
e) your infringement or misappropriation of any third-party rights (including intellectual property, privacy, or publicity rights) in connection with your Customer Inputs or published content.

16.2 Meaning of “Defend”

For purposes of these Terms, “defend” means you will:

respond promptly and cooperate in good faith with us;
provide information and assistance reasonably requested; and
cover our reasonable out-of-pocket costs in connection with the matter (for example, document collection, copying, mailing, and reasonable time spent responding to subpoenas or regulator inquiries).

If we reasonably determine that legal counsel is necessary to protect BlackwellOS, you agree to reimburse reasonable attorneys’ fees and expenses.

16.3 Control of Defense and Settlement

We may choose, in our discretion, to control the defense and settlement of any matter covered by this Section, including selecting counsel. You may not settle any matter in a way that imposes fault, liability, or obligations on BlackwellOS without our prior written consent.

16.4 Exclusions

This Section does not apply to the extent a claim is caused by BlackwellOS’s intentional misconduct.

17. Governing Law and Dispute Resolution

17.1 Governing Law

These Terms and any dispute arising out of or relating to these Terms or the Service will be governed by and construed in accordance with the laws of the State of Minnesota, without regard to its conflict of laws principles.

17.2 Informal Resolution

Before filing a claim against BlackwellOS, you agree to first contact us at notices@blackwellos.com and attempt to resolve the dispute informally. If the dispute is not resolved within thirty (30) days after we receive your written notice, either party may pursue a formal claim.

17.3 Venue

Except where prohibited by law, you agree that any lawsuit, action, or proceeding arising out of or relating to these Terms or the Service will be brought exclusively in the state or federal courts located in Hennepin County, Minnesota, and you consent to personal jurisdiction and venue in those courts.

17.4 Injunctive Relief

Nothing in these Terms prevents either party from seeking injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property rights or confidential information, or to prevent unauthorized access to or misuse of the Service.

18. Changes to the Service and Terms

18.1 Changes to the Service

We may change, update, suspend, or discontinue the Service (in whole or in part) at any time, including adding or removing features, modifying usage limits, or changing supported integrations. We do not guarantee that any particular feature will remain available.

Where practicable, we may provide notice of material service changes through the Service or by email, but we are not required to do so.

18.2 Changes to These Terms

We may update these Terms from time to time. Unless a different effective date is stated, updated Terms become effective when we post them on our website or within the Service.

If an update is material and notice is required by applicable law, we will take reasonable steps to provide notice (for example, by email to the account owner or through an in-app notice). By continuing to use the Service after updated Terms become effective, you agree to the updated Terms. If you do not agree, you must stop using the Service and cancel your account.

19. Miscellaneous

19.1 Entire Agreement

These Terms (together with the Acceptable Use Policy and Privacy Policy, each incorporated by reference) form the entire agreement between you and BlackwellOS regarding the Service and supersede any prior or contemporaneous agreements, communications, or understandings on that subject.

19.2 Severability

If any provision of these Terms is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permitted by law and the remaining provisions will remain in full force and effect.

19.3 No Waiver

If we do not enforce a provision of these Terms, that is not a waiver of our right to do so later. Any waiver must be in writing and signed by the party waiving the right.

19.4 Assignment

You may not assign or transfer these Terms or your rights or obligations under them without our prior written consent. We may assign these Terms (in whole or in part) without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of assets.

19.5 No Partnership

These Terms do not create any partnership, joint venture, employment, or agency relationship between you and BlackwellOS.

19.6 Order of Precedence

If you and BlackwellOS enter into a separate written agreement signed by both parties (such as an order form, enterprise agreement, or data processing addendum), that agreement will control to the extent it conflicts with these Terms for the subject matter it covers.

20. Contact Us

If you have questions about these Terms or the Service, or if you need to send a legal notice, contact us at:

Email: notices@blackwellos.com (reviewed periodically; not monitored in real time)
Mailing Address: [MAILING ADDRESS TO BE PROVIDED]