Software as a Service
30-Day Trial Agreement

Last Updated: February 07, 2026

1. Agreement and Acceptance

This Software as a Service Trial Agreement ("Agreement") is made available by OncoBrain, Inc., a Delaware company ("OncoBrain") and governs access to and use of OncoBrain's software as a service offering, including any associated documentation (collectively, the "Service"). By accessing or using the Service, you ("Practitioner") agree to be bound by this Agreement. If you do not agree to the terms of this Agreement, do not access or use the Service.

2. Definitions

The following terms shall have the definitions ascribed to them in this Section 2.

  • "Authorized Use" means Practitioner's use of the Service solely for the purpose of evaluating the Service as a decision support tool in Practitioner's medical practice during the Trial Period.
  • "Confidential Information" means all non-public information relating to OncoBrain or the Service, including without limitation the Service's features, functionality, user interface, performance characteristics, and documentation, whether disclosed orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information shall cease to include any item thereof at such time as such item is or becomes publicly accessible or known to Practitioner through lawful means with no obligation of confidentiality and without breach hereof by Practitioner.
  • "HIPAA" means the Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations.
  • "Patient Data" means any patient health information, medical records, or other protected health information as defined under HIPAA that Practitioner inputs into or processes through the Service.
  • "Trial Period" means the thirty (30) day period beginning on the date Practitioner first accesses the Service.

3. Access Grant

Subject to Practitioner's compliance with the terms and conditions of this Agreement, OncoBrain grants to Practitioner limited, non-exclusive, non-transferable, non-sublicensable access to and use of the Service solely for the Authorized Use during the Trial Period.

The Service is provided solely for Practitioner's evaluation. Practitioner acknowledges and agrees that the Service is intended to be used solely as a decision support tool and not as a substitute for the professional judgment of Practitioner. Practitioner retains complete responsibility for all decisions and actions taken with respect to patient care.

4. Restrictions On Use

Practitioner shall not:

  • (i) use the Service for any purpose other than the Authorized Use;
  • (ii) use the Service after the expiration of the Trial Period unless Practitioner enters into a separate agreement with OncoBrain;
  • (iii) permit any third party to access or use the Service, except as expressly authorized by OncoBrain in writing;
  • (iv) modify, adapt, alter, translate, or create derivative works of the Service;
  • (v) merge the Service with other software or services;
  • (vi) sublicense, lease, rent, loan, distribute, or otherwise transfer the Service to any third party;
  • (vii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or architecture of the Service;
  • (viii) remove, alter, or obscure any proprietary notices on the Service;
  • (ix) develop, create, or assist in the development or creation of a service or product substantially similar to the Service;
  • (x) use the Service in any manner that violates applicable law, including without limitation HIPAA; or
  • (xi) use the Service to infringe the intellectual property rights or otherwise violate the legal rights of any third party.

5. Ownership and Intellectual Property

OncoBrain retains all right, title, and interest in and to the Service, including all intellectual property rights therein and thereto. Nothing in this Agreement shall be construed to transfer any ownership rights in any portion of the Service to Practitioner.

Practitioner retains all right, title, and interest in and to all Patient Data. Practitioner grants OncoBrain a limited, non-exclusive license to use, reproduce, and process the Patient Data solely for the purpose of providing the Service to Practitioner, and for no other purpose whatsoever.

6. Confidentiality

Practitioner acknowledges that the Service and all information related thereto constitute Confidential Information of OncoBrain.

Practitioner shall:

  • (i) maintain the confidentiality of Confidential Information with at least the same degree of care that Practitioner uses to protect its own confidential information, but in no event with less than reasonable care;
  • (ii) not disclose any Confidential Information to any third party without OncoBrain's prior written consent;
  • (iii) not use the Confidential Information for any purpose outside the scope of this Agreement;
  • (iv) take all reasonable precautions to prevent unauthorized disclosure or use of the Confidential Information; and
  • (v) immediately notify OncoBrain upon discovery of any unauthorized use or disclosure of the Confidential Information and cooperate with OncoBrain to regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.

The confidentiality obligations set forth herein shall survive the termination or expiration of this Agreement with respect to each item of Confidential Information for so long as such item falls within the definition of Confidential Information set forth in Section 2.2.

Practitioner shall not reverse engineer, decompile, or disassemble the Service, or otherwise attempt to derive the source code, techniques, algorithms or processes from the Service, or assist or encourage any third party in doing so.

7. Patient Data and Privacy

Practitioner represents and warrants that it has all necessary rights, consents, and authorizations to provide the Patient Data to OncoBrain and to permit OncoBrain to use the Patient Data as contemplated by this Agreement.

Inasmuch as Practitioner is a "covered entity" and OncoBrain is a "business associate" as those terms are defined under HIPAA, OncoBrain shall:

  • (i) comply with all applicable requirements of HIPAA that relate to the privacy and security of Protected Health Information (as defined in HIPAA) and shall maintain appropriate safeguards to prevent the use or disclosure of Protected Health Information other than as provided for by this Agreement;
  • (ii) report to Practitioner any use or disclosure of Protected Health Information not provided for by this Agreement of which it becomes aware, including any security incident (as defined in HIPAA) and any breaches of unsecured Protected Health Information (as defined in HIPAA);
  • (iii) ensure that any subcontractors that create, receive, maintain, or transmit Protected Health Information on behalf of OncoBrain agree to the same restrictions and conditions that apply to OncoBrain with respect to such information;
  • (iv) make available Protected Health Information as necessary to comply with an individual's right to access, amend, and receive an accounting of certain disclosures of Protected Health Information in accordance with HIPAA; and
  • (v) upon termination of this Agreement, if feasible, return or destroy all Protected Health Information received from, or created or received by OncoBrain on behalf of, Practitioner that OncoBrain still maintains in any form and retain no copies of such information. If such return or destruction is not feasible, OncoBrain shall extend the protections of this Agreement to the Protected Health Information and limit further uses and disclosures to those purposes that make the return or destruction of the Protected Health Information infeasible.

8. Representations and Warranties

Each party represents and warrants that:

  • (i) it has the legal power and authority to enter into this Agreement; and
  • (ii) it shall comply with all applicable laws, regulations, and industry standards in its performance under this Agreement.

Practitioner represents and warrants that it shall use the Service in accordance with this Agreement and all applicable laws, including without limitation HIPAA.

OTHER THAN AS MAY BE EXPRESSLY SET FORTH HEREIN TO THE CONTRARY, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ONCOBRAIN DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

ONCOBRAIN DOES NOT WARRANT THAT THE SERVICE WILL MEET PRACTITIONER'S REQUIREMENTS OR THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

PRACTITIONER ACKNOWLEDGES THAT THE SERVICE IS NOT INTENDED TO REPLACE PRACTITIONER'S PROFESSIONAL MEDICAL JUDGMENT.

9. Limitation of Liability

IN NO EVENT SHALL ONCOBRAIN BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR PRACTITIONER'S ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE.

ONCOBRAIN'S TOTAL LIABILITY TO PRACTITIONER FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT OR PRACTITIONER'S ACCESS TO OR USE OF THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL IN THE AGGREGATE NOT EXCEED $100.

THE LIMITATIONS OF LIABILITY SET FORTH ABOVE SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY.

10. Indemnification

Practitioner shall defend, indemnify, and hold harmless OncoBrain and its officers, directors, employees, agents, successors, and assigns from and against any and all claims, demands, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees and costs) arising out of or relating to:

  • (i) Practitioner's use of the Service;
  • (ii) Practitioner's breach of any representation, warranty, covenant, or obligation under this Agreement;
  • (iii) Practitioner's provision of Patient Data to OncoBrain;
  • (iv) any medical or healthcare services provided by Practitioner, including without limitation medical malpractice and negligence claims; and
  • (v) Practitioner's violation of any applicable law or regulation.

OncoBrain shall provide Practitioner with prompt written notice of any claim for which indemnification is sought and shall cooperate with Practitioner in the defense of such claim at Practitioner's expense.

11. Term and Termination

This Agreement shall commence on the date Practitioner first accesses the Service and shall continue until the end of the Trial Period, unless earlier terminated as provided herein.

Either party may terminate this Agreement at any time, with or without cause, upon written notice to the other party.

Upon termination or expiration of this Agreement:

  • (i) all rights granted to Practitioner under this Agreement shall immediately terminate;
  • (ii) Practitioner shall immediately cease all use of the Service;
  • (iii) Practitioner shall return or destroy all Confidential Information of the other party in its possession or control; and
  • (iv) Sections 2, 4, 5, 6, 7, 8, 9, 10, and 12 shall survive termination or expiration of this Agreement.

12. General Provisions

12.1 Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

12.2 Waiver and Modification

No waiver or modification of any provision of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.

12.3 Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

12.4 Assignment

Practitioner may not assign or transfer this Agreement, in whole or in part, without OncoBrain's prior written consent. OncoBrain may assign or transfer this Agreement without Practitioner's consent.

12.5 No Third-Party Beneficiaries

This Agreement does not confer any rights or remedies upon any person other than the parties and their respective successors and permitted assigns.

12.6 Force Majeure

Neither party shall be liable for any failure or delay in performance under this Agreement due to causes beyond its reasonable control, including without limitation acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, or Internet service provider failures or delays. The foregoing provisions of this Section 12.6 shall not apply to performance under Sections 4, 6, or 7.

12.7 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws provisions.

12.8 Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration conducted in Tampa, Florida in accordance with the rules of the American Arbitration Association.

12.9 Notices

All notices under this Agreement shall be in writing and shall be deemed given upon personal delivery, electronic mail (with confirmation of receipt), or three days after mailing if sent by certified mail, return receipt requested, to the address provided by the other party.

12.10 Relationship of Parties

The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between the parties.

12.11 Electronic Assent

Practitioner acknowledges and agrees that by accessing or using the Service, Practitioner has read, understood, and agreed to be bound by all of the terms and conditions of this Agreement, even if Practitioner has not clicked through an acceptance mechanism. The person accessing or using the Service represents and warrants that they are authorized to accept this Agreement on behalf of the Practitioner.

Contact Us

For questions about this Agreement, please contact us at info@oncobrain.ai