Terms of Service · EMStriq

1. Agreement structure

1.1 Parties. These Terms of Service ("Terms") are a binding agreement between MEGI Technologies LLC ("EMStriq," "we," "us") and the person or organization using the EMStriq platform (the "Service"). The Service is provided at emstriq.com, app.emstriq.com, org.emstriq.com, eval.emstriq.com, the clinical-site surface, related subdomains, and any EMStriq mobile applications.

1.2 Who the parties are.

An "Institution" is an educational institution, EMS training program, agency, or other organization that establishes an EMStriq organization account, enrolls students, and is responsible for the program's use of the Service. The Institution is our "Customer."
A "Clinical Site" is an ambulance service, fire department, hospital, or other organization that hosts students and opens an EMStriq site account. A Clinical Site is also our customer, under the Terms for Clinical Sites, which supplement these Terms.
A "Independent Student" is a person who asks to join a Clinical Site directly, without a school that uses EMStriq with that site. An Independent Student uses the Service, and may buy an Independent Student Pass, directly from us.
An "Authorized User" is any individual who accesses the Service under an Institution's or Clinical Site's account or at its invitation, including students, applicants, faculty, program directors, clinical coordinators, instructors, medical directors, preceptors, site members, and sponsor contacts. Authorized Users and Independent Students are bound by these Terms and by the Acceptable Use & Data Minimization Policy.

1.3 Order of precedence. If the Institution or Clinical Site and EMStriq have signed a separate written agreement (an "Order Form," a services agreement, a Business Associate Agreement, or a FERPA School Data Protection Addendum), that agreement governs to the extent it conflicts with these Terms. For a Clinical Site's account, the Terms for Clinical Sites govern where they conflict with these Terms. Otherwise these Terms, together with the documents they incorporate, are the complete agreement.

1.4 Incorporated documents. The Privacy Policy, the Acceptable Use & Data Minimization Policy, and, for Clinical Sites, the Terms for Clinical Sites are incorporated by reference. Our Security Overview, provided to Institutions and Clinical Sites on request, describes our controls. Where an Institution has executed a Business Associate Agreement ("BAA") or FERPA Addendum with us, those are incorporated as well.

1.5 Acceptance. You accept these Terms by creating an account, accepting an invitation, selecting "I agree," or otherwise using the Service. The Service records which version you accepted and when. If you are accepting on behalf of an Institution or Clinical Site, you represent that you have authority to bind it. If you do not agree, do not use the Service.

2. Definitions

"Customer Data" means all data submitted to the Service by or on behalf of an Institution or Clinical Site or its Authorized Users, including Student Data, Clinical Logging Data, Onboarding Documents, signed forms, evaluations, scheduling, and billing records.
"Student Data" means information about an identifiable student or applicant, including application materials, contact information, onboarding and compliance documents, attendance, grades, evaluations, and outcomes. Student Data may be an "education record" under FERPA.
"Clinical Logging Data" means the patient-encounter, procedure, and medication records students document in the Service for training and competency-tracking purposes, which must be minimized and de-identified as described in the Acceptable Use & Data Minimization Policy.
"Onboarding Documents" means files and attestations an Institution or Clinical Site collects from students through the Service (for example immunization records, background-check results, certifications, and signed forms).
"Wallet" means a student's personal document store in the Service, which belongs to the student's account rather than to any Institution.
"Seat" means the right of one student to be enrolled in one cohort for the cohort's term.
"Sponsor" means a third party (for example an employer or agency) that agrees to pay Seat fees for one or more students.
"Independent Student Pass" means a pass an Independent Student buys from us that lets them be scheduled at Clinical Sites that accept them (§10).
"Preceptor" means a clinical or field supervisor who evaluates a student during a shift. Preceptors do not need an EMStriq account: they review a student's shift through the student's preceptor code (a QR code or its eight-character form) and may sign in to the preceptor portal with a one-time code sent to their email.

3. Eligibility and accounts

3.1 Institutions and Clinical Sites. Organization and site accounts may be created only by a person authorized to act for the organization. The organization is responsible for all activity under its account, for the accuracy of the information it provides, and for the conduct of its Authorized Users.

3.2 Age. The Service is not directed to children under 13, and we do not knowingly collect personal information from them. Authorized Users must be at least 18 years old unless the Institution has obtained any consent required by applicable law (including parental or guardian consent) for a student who is at least 16 years old and enrolled in the Institution's program, in which case the Institution is responsible for that consent and for supervising that user's use of the Service. Independent Students must be at least 16 years old; by joining a site, an Independent Student confirms that they are. A Clinical Site may set a higher minimum age for its own Independent Students. The Service does not collect a parent's or guardian's signature; a form that needs one must be completed on paper.

3.3 Account security. You must keep your credentials and one-time sign-in codes confidential, use a strong password where you have one, and notify us promptly at security@emstriq.com of any unauthorized use. Staff may be required to use two-step sign-in with an authenticator app; Institutions require it by default. You may not share an account, share a preceptor code with anyone other than the preceptor who supervised you, or use another person's credentials. You are responsible for activity under your account until you notify us.

3.4 Verification. We may require email verification and may use bot-protection services. We verify Clinical Site accounts before schools can find them (see the Terms for Clinical Sites). We may refuse, suspend, or terminate accounts that cannot be verified.

3.5 Administrators. Institution administrators can view, edit, export, and delete Student Data and Clinical Logging Data for the programs they administer, manage roles and permissions, and remove users. An Authorized User's access ends when the Institution or Clinical Site removes them.

3.6 Support access. EMStriq personnel may access an account through our administrative tools for support, security, and legal purposes. Such access is logged and is governed by the Privacy Policy and, where applicable, a BAA. Our personnel never sign in as, or act as, a user.

4. The Service

4.1 What the Service does. EMStriq is a program-management and clinical-training-record platform for EMS education: admissions and onboarding, forms and electronic signatures, clinical scheduling (including availability, bids, schedule generation, and pickups) and attendance, minimized clinical logging, preceptor evaluation, competency tracking, graduation and accreditation reporting, coordination with Clinical Sites, and billing. It is designed to help programs meet documentation expectations of accrediting and certifying bodies, but see §20.

4.2 What the Service is not. The Service is not an electronic health record, a medical record, a patient-care system of record, a billing system for patient care, an emergency reporting system, or a source of medical, legal, accreditation, or regulatory advice. Clinical Logging Data is a training record and must not substitute for the patient's official record at the clinical site.

4.3 Beta and changes. Parts of the Service may be designated beta, preview, or early access. We may add, change, or discontinue features. We will use reasonable efforts to give Institutions advance notice of material reductions in functionality that affect accreditation reporting.

4.4 Offline use and mobile apps. The Service is delivered as a web application, an installable web application, and may be delivered as native mobile applications. Some features work offline: data you enter is stored encrypted on your device and synchronized when connectivity returns. You are responsible for securing your device as described in the Acceptable Use & Data Minimization Policy. Payments are made only on the web, not inside any mobile app. If you download a mobile app from an app store, that store's terms also apply to the download, and the store is not responsible for the Service.

4.5 Third-party services. The Service relies on third-party providers (hosting, database, storage and backups, email, payments, bot protection, and mapping). The Privacy Policy describes them by category. We may change providers with notice consistent with any BAA or Order Form.

5. Institution responsibilities

5.1 Program compliance. The Institution is solely responsible for its program's compliance with accreditation standards (for example CoAEMSP and CAAHEP), certification requirements (for example NREMT and state EMS offices), educational privacy law (FERPA and state student-privacy laws), health-information privacy law (HIPAA and state law) as it applies to the Institution and its clinical affiliates, and employment and licensing law. EMStriq provides tools and reports; the Institution decides what to submit and attests to its accuracy.

5.2 Determinations the Institution must make.

Whether the Institution is a HIPAA covered entity or business associate with respect to Clinical Logging Data, and whether a BAA with EMStriq is required. We offer a BAA on request (§18).
Whether Student Data constitutes education records under FERPA and whether the FERPA Addendum should be executed. We designate ourselves a "school official" under the Institution's direct control when the Addendum is in place.
Whether consents or notices are needed from students, applicants, preceptors, or Clinical Sites for the Institution's intended use, including the collection of Onboarding Documents, location at clock-in (§13), and the disclosure of documents to Clinical Sites (§12.3).

5.3 Clinical affiliates. The Institution is responsible for its agreements with hospitals, EMS agencies, and other clinical sites, including any restrictions those sites place on what students may document. EMStriq is not a party to those agreements.

5.4 Accuracy and supervision. The Institution is responsible for reviewing, grading, and locking student records; for supervising preceptor evaluations; for the content of custom procedures, medications, rubrics, instruments, forms, and onboarding requirements it configures; and for the accuracy of information it submits to third parties.

5.5 Preceptors, sponsors, and site contacts. The Institution is responsible for providing preceptor codes only to legitimate preceptors, for the accuracy of sponsor and site contact information, and for informing those parties that EMStriq processes limited information about them (for example a preceptor's name, credential, email, and signature image; a sponsor's contact details and invoices) on the Institution's behalf.

5.6 Reports of concern. Students can report concerns about their clinical experience to the Institution through the Service. The Institution decides who receives them and is responsible for responding to them under its own policies. EMStriq does not investigate or respond to reports and does not monitor them in real time.

6. Authorized User responsibilities

6.1 Truthful records. You must document only encounters, procedures, attendance, and evaluations that actually occurred and that you personally performed, observed, or supervised as recorded. Falsifying records, forging or reusing preceptor signatures, sharing preceptor codes, clocking in or out for another person or from somewhere other than the shift, signing a form for someone else, or backdating entries is prohibited and may be reported to your Institution and to licensing or certifying bodies.

6.2 Data minimization. You must enter only the permitted categories of patient information and never a direct identifier, as set out in the Acceptable Use & Data Minimization Policy. You complete the data-minimization attestation during onboarding and may be asked to re-attest when the policy changes.

6.3 Your own obligations. Your use of the Service does not transfer to EMStriq any obligation you have under HIPAA, state law, your clinical site's policies, or your program's rules. You remain responsible for your own compliance.

6.4 Your primary records. Records in the Service are not a substitute for patient-care documentation at the clinical site or for your program's official academic record.

7. Acceptable use

The Acceptable Use & Data Minimization Policy is part of these Terms. In addition, you may not: (a) access or attempt to access data you are not authorized to see; (b) probe, scan, or test the Service's security without written permission; (c) interfere with the Service or its infrastructure; (d) reverse engineer or copy the Service except as permitted by law; (e) scrape or bulk-export data other than through features we provide; (f) use the Service to send unsolicited messages; (g) upload malware; (h) misrepresent your identity or affiliation; or (i) use the Service in violation of law.

8. Customer Data

8.1 Ownership. As between the parties, the Institution (or, for its own site data and site forms, the Clinical Site) owns Customer Data. Authorized Users retain whatever rights they have in content they create, subject to the Institution's rights as a school and employer. A student's Wallet documents belong to the student.

8.2 License to EMStriq. The Institution, the Clinical Site, and each Authorized User grant EMStriq a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, display, and back up Customer Data solely to provide, secure, support, and improve the Service, to comply with law, and as otherwise permitted by the Privacy Policy and any BAA.

8.3 Aggregated and de-identified data. We may create and use aggregated or de-identified data (data that does not identify an Institution, Clinical Site, student, patient, or other individual) for benchmarking, product improvement, research, and reporting. We will not re-identify such data and will not use it in a way that violates the BAA or FERPA Addendum. We do not use Customer Data to train artificial-intelligence models, and the Service does not currently use artificial intelligence to process Customer Data.

8.4 FERPA. Where an Institution shares education records with us, we act as a school official with a legitimate educational interest under the Institution's direct control, use the records only for the purposes the Institution authorizes, and do not redisclose them except as the Institution directs or as permitted by FERPA. The FERPA Addendum sets out the details.

8.5 HIPAA. Clinical Logging Data is designed to be de-identified under the Acceptable Use & Data Minimization Policy. To the extent an Institution or its affiliates nonetheless treat that data as protected health information, the Institution should execute our BAA before use. Our security program is built to HIPAA Security Rule standards regardless.

8.6 Export. Institutions can export Customer Data through features in the Service (including a student's complete record, evidence bundles, accreditation reports, and graduation packets) and may request a full export in a commonly used machine-readable format. Students may request a copy of their own records through their Institution, or from us for account and Wallet data.

8.7 Retention and deletion. We retain Customer Data for as long as the Institution has an EMStriq account. When an Institution leaves, it has an export window of 90 days (or longer, up to 365 days, if it asks before the window ends), after which we delete its Customer Data and encryption keys and send it a destruction certificate, except: (a) invoices, which we keep permanently, and tax-exemption certificates; (b) signed BAAs, which we keep for six years after they end; (c) backups, which age out on their normal schedule of up to 370 days; (d) de-identified or aggregated data; (e) students' Wallets, which belong to the students; and (f) data the Institution has asked us in writing to retain for a defined accreditation retention period, which we may retain for a fee.

8.8 Legal process. If we receive a subpoena or other legal demand for Customer Data, we will notify the Institution unless legally prohibited and will reasonably cooperate with the Institution's efforts to limit disclosure.

9. Fees and payment

9.1 Seat fees. Student access is priced per Seat, by program level. At the effective date the list prices are: EMR $19, EMT $29, AEMT $59, and Paramedic $119 per Seat, for the cohort's whole term. An Order Form may set different prices. The price for a cohort is fixed when the Institution marks the cohort ready; later price changes do not affect it. We may change list prices on at least 30 days' notice.

9.2 Who pays. For each cohort the Institution designates whether Seats are paid by the Institution, by each student, or by a Sponsor.

Institution-paid: we invoice the Institution when the cohort starts, for the students enrolled on that date, with a supplemental invoice for students added later. Students removed after an invoice issues are not credited automatically. Invoices are due 30 days from issue. We send reminders at 7, 14, and 30 days past due. We never cut off students' access because an Institution's invoice is unpaid (see §9.5).
Student-paid: the student pays by card through the Service. If the Seat fee remains unpaid 30 days after the later of the cohort's start and the date the fee became the student's, the seat lock in §9.6 applies. The Institution is not responsible for a Seat fee that is the student's.
Sponsor-paid: the Sponsor reviews and approves or declines the sponsorship in the sponsor portal and receives an invoice. If the Sponsor declines, the fee becomes the student's. If a Sponsor invoice is 30 days past due, it is voided and each fee on it becomes the student's, with a new 30-day period before any seat lock. We notify the affected students at 14 days past due and the Institution when a fee reverts.

9.3 Payment processing. Payments are processed by a PCI DSS-compliant third-party payment processor. We accept the payment methods shown at checkout, which may include cards and ACH bank transfers. ACH payments may take several business days to settle and may be reversed if they fail. You authorize us and our processor to charge the payment method you provide. We do not store full card or bank account numbers.

9.4 Taxes. Fees exclude taxes. Where we are required to collect sales or similar taxes, we add them at checkout or on the invoice. An Institution that is tax-exempt must upload a valid exemption certificate in the Service; we honor exemptions only after we confirm the certificate, and only for invoices issued afterward. Once confirmed, an Institution may add documentation but may not remove documentation previously submitted. An Institution's exemption does not extend to Seat fees students pay themselves or to Independent Student Passes.

9.5 Late payment. We do not charge interest or late fees on unpaid invoices. If an Institution's invoice remains unpaid after 15 days' notice, we may suspend its staff's access to the program console until it is paid. Suspension never removes students' access to their own records or to their scheduled clinical shifts.

9.6 Seat lock. When the seat lock applies, the student cannot start new patient or procedure logs until the fee is paid. Everything else stays open, including viewing records, the calendar, clock-in, and evaluations. Locking deletes nothing. Logs a student created offline up to 72 hours after a lock took effect are accepted on reconnection. The Institution can see each student's payment state.

9.7 Refunds. A Seat fee a student paid is refunded in full if the student withdraws before the cohort starts. Once the cohort has started, Seat fees are non-refundable, except (a) where required by law, (b) for duplicate charges, or (c) as stated in an Order Form. An Institution is not credited for a student who leaves after its invoice is issued. Refund requests go to support@emstriq.com, and refunds go back to the original payment method.

9.8 Disputes. Billing disputes must be raised within 60 days of the invoice or charge date. A chargeback initiated without first contacting us may result in suspension.

9.9 Free and trial use. We may offer free trials, pilot terms, or waived fees. Unless stated otherwise, trial use is subject to these Terms, may be limited in features, and may end at any time.

10. Independent Students and Independent Student Passes

10.1 Joining a site. An Independent Student joins a Clinical Site from the site's join link, gives their name, email, and student level (EMR, EMT, AEMT, or Paramedic), signs in with a one-time code, and asks to join. The Clinical Site alone decides whether to accept, schedule, remove, or stop scheduling any student. An Independent Student's shifts are for scheduling only; patient logging, clock-in, and preceptor evaluation are not part of them in the Service.

10.2 Who pays. A Clinical Site may choose to cover its Independent Students under the Terms for Clinical Sites. Otherwise, an Independent Student needs an Independent Student Pass before they can be scheduled.

10.3 The Independent Student Pass. An Independent Student Pass costs $20 at the effective date and covers 24 months from purchase, at the one student level chosen at purchase, at every Clinical Site on EMStriq that approves the student at that level. A course at a different level needs a new pass. A pass bought while another pass at the same level is live extends that pass. While a pass is paid and unexpired, and before its holder has started a shift at its level at any site, its level may be changed once at no charge, keeping its dates; this does not change any site's approval, which is per level. A pass does not oblige any site to accept or schedule anyone.

10.4 Refunds of an Independent Student Pass. An Independent Student Pass may be refunded on request to support@emstriq.com within 14 days of purchase if its holder has not started a shift as an Independent Student since buying it. After that, or once such a shift has started, it is non-refundable, including if the student leaves a site or a site stops scheduling them. A refunded pass ends.

10.5 Your relationship with the site. An Independent Student participates at a Clinical Site under arrangements the site makes directly with them, including any waiver, form, background check, or insurance the site requires. If the student's school later begins using EMStriq with that site, the student is scheduled there through the school instead.

11. Electronic signatures and records

11.1 Consent. Before you first sign a form in the Service, we ask you to agree to sign electronically. By agreeing, you consent under the federal ESIGN Act and applicable state law to use electronic signatures and electronic records, and you agree that your electronic signature has the same effect as a handwritten one. You can ask the owner of a form (your program or the Clinical Site) for a paper copy to sign instead at any time, and you can keep or download a copy of every form you sign from your Wallet.

11.2 What is recorded. Each signing records your name, the time, the IP address and browser used, your consent, and fingerprints of the form before and after signing, and adds a certificate page to the signed form. The owner of a form can confirm in the Service that a signed copy has not been altered.

11.3 Form owners. The Institution or Clinical Site that uploads a form is responsible for its content, for having the right to use it, for what it asks students to provide, for reviewing signed copies where it chooses to, and for any law that applies to the transaction the form records. EMStriq is not a party to any form signed in the Service.

11.4 Agreements with us. Your acceptance of these Terms and our other legal documents in the Service is an electronic signature, and the Service's record of it is a valid record of your agreement.

12. Wallet, sharing, and document packets

12.1 Your Wallet. Students can store their own documents in their Wallet and send copies to their programs. Wallet documents stay available for 7 months after the student's last program or Independent Student Pass ends, as the Privacy Policy describes, and are then removed; download anything you want to keep before then. A program that receives a copy keeps its own copy; deleting or removing a Wallet document does not delete the program's copy.

12.2 Share links. A student may create a link that lets anyone who holds it view or download the documents the student chose, for up to 31 days, and may revoke it at any time. The student is responsible for whom they share it with. The Service shows the student each time the link is opened.

12.3 Document packets. An Institution may send a Clinical Site students' accepted onboarding documents, as a download or as a link that works for 1 to 31 days. The Institution is responsible for having the authority to make each disclosure (including under FERPA and its agreements with the site) and for sending only what the site needs. The Service records each disclosure for each student.

13. Location at clock-in

An Institution chooses whether the Service records a student's location when the student clocks in and out of a shift (full coordinates, distance from the site only, or not at all) and how long stored coordinates are kept. The Service collects location only at those moments. The Institution is responsible for its choice, for any notice or consent it requires, and for how it uses location information. A student who declines location access can still clock in.

14. Sponsors

A Sponsor who uses the sponsor portal agrees to these Terms as to the portal, signs in with a one-time code sent to its email, agrees to pay invoices it approves when due, and acknowledges that the portal shows only the information needed to decide and pay (student name, program, amount, due date, and payment status) and never Clinical Logging Data or Onboarding Documents. A Sponsor's decline or failure to pay is handled as described in §9.2.

15. Intellectual property

15.1 Our IP. The Service, including its software, design, documentation, report templates, and the default procedure and medication catalog we provide, is owned by EMStriq or its licensors and protected by intellectual property law. We grant Institutions, Clinical Sites, and Authorized Users a limited, non-exclusive, non-transferable right to use the Service during the term for their internal educational and operational purposes.

15.2 Third-party standards. References to the National EMS Scope of Practice Model, NREMT requirements, CoAEMSP forms and standards, and similar materials are provided for convenience. Those materials belong to their publishers. EMStriq is not affiliated with, endorsed by, or certified by NREMT, CoAEMSP, CAAHEP, or any state EMS office.

15.3 Configuration. Custom procedures, medications, rubrics, instruments, application forms, uploaded forms, and onboarding requirements an Institution or Clinical Site configures are Customer Data.

15.4 Feedback. If you give us suggestions or feedback, we may use them without obligation to you.

16. Confidentiality

Each party will protect the other's non-public information (including Customer Data, pricing, and non-public product information) with at least reasonable care, use it only for the purposes of this agreement, and disclose it only to personnel and contractors who need it and are bound by comparable obligations, or as required by law with notice where permitted.

17. Communications

17.1 Service messages. We send transactional messages (sign-in codes, account, security, onboarding, scheduling, evaluation, and billing notices) by email. Some cannot be turned off while your account is active. You can manage the others in Settings.

17.2 Text messages and push notifications. We do not currently send text messages or push notifications. If we offer them, we will ask for your consent first; consent will not be a condition of using the Service; message and data rates may apply; and you will be able to opt out at any time (for text messages, by replying STOP).

17.3 Notices. Legal notices to EMStriq must be sent to legal@emstriq.com and MEGI Technologies LLC, 5900 Balcones Drive, STE 100, Austin, TX 78731. Notices to you may be sent to the email on your account or posted in the Service.

18. Security and incidents

18.1 We maintain an information-security program, including encryption in transit and at rest, per-Institution and per-site encryption of documents, per-person encryption of Wallets and signatures, database-enforced access controls, two-step sign-in for staff, audit logging, encrypted off-site backups, and incident-response procedures.

18.2 If we discover a security incident affecting Customer Data, we will notify affected Institutions and Clinical Sites without undue delay and within any period required by the applicable BAA or law, and will provide information reasonably needed for them to meet their own obligations.

18.3 Institutions, Clinical Sites, and Authorized Users must promptly report suspected security incidents, lost or stolen devices used with the Service, and compromised credentials or links to security@emstriq.com.

19. Term, suspension, and termination

19.1 Term. These Terms apply from acceptance until the Institution's or Clinical Site's account ends and its Customer Data is deleted or returned, except for provisions that by their nature survive.

19.2 Suspension. We may suspend an account, cohort, site, or organization immediately if we reasonably believe it poses a security risk, is in material breach (including of the Acceptable Use & Data Minimization Policy), is subject to non-payment after notice, or if suspension is required by law. We will limit suspension to what is reasonably necessary and will notify the affected organization.

19.3 Closing an account. EMStriq has no subscription: an Institution pays per Seat as cohorts start. An Institution may close its account at any time by written notice to us, or as its Order Form provides. Seat fees for cohorts that have already started remain due, fees already paid are non-refundable except as stated in §9, and §8.7 governs export and deletion.

19.4 Termination by us. We may terminate for material breach not cured within 30 days of notice, for repeated or serious Acceptable Use violations, or if we discontinue the Service with at least 90 days' notice to Institutions and Clinical Sites.

19.5 Effect. On termination, access ends and §8.7 governs export and deletion. Sections 8, 9 and 10 (amounts owed), 15, 16, and 20 to 24 survive.

20. Warranties and disclaimers

20.1 Our warranties. We warrant that the Service will perform materially as described in our documentation and that we will provide it using reasonable skill and care.

20.2 Disclaimers. EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT USE OF THE SERVICE WILL RESULT IN ACCREDITATION, CERTIFICATION, LICENSURE, OR ANY REGULATORY OUTCOME; THAT REPORTS WILL BE ACCEPTED BY ANY ACCREDITING OR CERTIFYING BODY; THAT ANY SCHEDULE THE SERVICE GENERATES IS APPROPRIATE; THAT ANY STUDENT, PRECEPTOR, OR SITE IS QUALIFIED OR SUITABLE; THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; OR THAT DATA ENTERED OFFLINE WILL SYNCHRONIZE IF A DEVICE IS LOST, RESET, OR CLEARED BEFORE RECONNECTING. THE SERVICE DOES NOT PROVIDE MEDICAL, LEGAL, OR COMPLIANCE ADVICE.

20.3 Clinical decisions. Nothing in the Service supports or is intended to support patient-care decisions.

21. Indemnification

21.1 By the Institution. The Institution will defend and indemnify EMStriq against third-party claims arising from (a) Customer Data, including any patient identifiers entered in violation of the Acceptable Use & Data Minimization Policy and any document it discloses to a Clinical Site; (b) the Institution's or its Authorized Users' violation of these Terms or applicable law; or (c) the Institution's program decisions, including grading, dismissal, certification, and employment decisions.

21.2 By EMStriq. We will defend and indemnify the Institution against third-party claims that the Service, as provided by us and used as permitted, infringes a United States patent, copyright, or trademark, or misappropriates a trade secret. We may modify or replace the Service, procure a license, or terminate the affected Service with a refund of prepaid unused fees. This does not cover claims arising from Customer Data, third-party materials, or combinations not provided by us.

21.3 Procedure. The indemnified party must give prompt notice, allow the indemnifying party to control the defense and settlement (no settlement may impose obligations on the indemnified party without consent), and cooperate reasonably.

22. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, DATA, OR GOODWILL; AND (B) EACH PARTY'S TOTAL LIABILITY ARISING OUT OF THESE TERMS IS LIMITED TO THE FEES PAID OR PAYABLE TO EMSTRIQ BY OR FOR THE INSTITUTION IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM (OR, FOR A STUDENT, INDEPENDENT STUDENT, OR OTHER INDIVIDUAL, THE AMOUNT THAT PERSON PAID US IN THAT PERIOD, OR $100 IF NONE). THESE LIMITS DO NOT APPLY TO A PARTY'S INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY, INFRINGEMENT OF THE OTHER PARTY'S INTELLECTUAL PROPERTY, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, OR WHERE THE LAW DOES NOT ALLOW THEM. (C) EMSTRIQ'S TOTAL LIABILITY FOR CLAIMS ARISING FROM A SECURITY INCIDENT AFFECTING DATA IN THE SERVICE, INCLUDING CLAIMS FRAMED AS A BREACH OF CONFIDENTIALITY, IS LIMITED TO THREE TIMES THE AMOUNT IN (B), EXCEPT WHERE THE INCIDENT RESULTS FROM EMSTRIQ'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

23. Governing law and disputes

23.1 Governing law. These Terms are governed by the laws of the State of Texas, without regard to conflict-of-laws rules.

23.2 Informal resolution. Before filing a claim, a party must send notice describing the dispute and give the other party 30 days to resolve it.

23.3 Institutions and Clinical Sites: courts. A dispute between EMStriq and an Institution or Clinical Site that is not resolved informally will be decided by the state and federal courts located in Harris County, Texas, and each party consents to that venue. §24.2 applies to an Institution or Clinical Site that is a government entity, and an Order Form may set a different governing law or venue.

23.4 Individuals: arbitration. A dispute between EMStriq and an individual user (a student, Independent Student, staff member, preceptor, or other person using the Service for themselves) that is not resolved informally will be resolved by binding individual arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules. The arbitration may be held by video or in the county where the individual lives, and EMStriq pays the filing, administration, and arbitrator fees the AAA rules assign to the business. If 25 or more similar demands are filed by the same or coordinated counsel, they will be administered under the AAA's Mass Arbitration Supplementary Rules.

23.5 No class actions. Disputes under §23.4 are resolved only on an individual basis. Neither party may bring or take part in a class, collective, or representative action or arbitration. If this §23.5 is found unenforceable for a particular claim, that claim (and only that claim) will be decided by the courts named in §23.3, and §23.4 still applies to every other claim.

23.6 Exceptions. Either party may bring an individual claim in a small-claims court that has jurisdiction, and either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

23.7 Opting out; minors. An individual may opt out of §23.4 and §23.5 by emailing legal@emstriq.com within 30 days of first accepting these Terms. §23.4 and §23.5 do not apply to a person who is under 18 when the dispute arises. Disputes with a person who opts out or is under 18 are decided by the courts named in §23.3.

24. General

24.1 Changes to these Terms. We may update these Terms. We will post the new version with a new effective date and, for material changes, notify Institutions and Clinical Sites by email and ask users to accept the new version in the Service. Continued use after the effective date constitutes acceptance. The Service records which version each user accepted and when.

24.2 Government and public entities. If an Institution or Clinical Site is a government entity, provisions that it is legally unable to accept (for example indemnification, governing law, or venue) apply only to the extent permitted by the law that governs it, and nothing in these Terms waives any immunity or limitation it has under that law. Its payment obligations for any fiscal period are subject to appropriation. An Order Form may state different terms.

24.3 Export and sanctions. The Service is intended for use in the United States. You may not use it in violation of U.S. export-control or sanctions laws.

24.4 Assignment. Neither party may assign these Terms without the other's consent, except to a successor in a merger, acquisition, or sale of substantially all assets, with notice.

24.5 Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, except payment obligations.

24.6 Independent contractors; no third-party beneficiaries. The parties are independent contractors. Except as stated, there are no third-party beneficiaries; in particular, patients, Clinical Sites (as to an Institution's agreement), and certifying bodies are not beneficiaries of these Terms.

24.7 Severability; waiver; entire agreement. If any provision is unenforceable, the rest remains in effect. Failure to enforce is not a waiver. These Terms and the incorporated documents are the entire agreement on their subject and supersede prior agreements, including earlier versions of these Terms.

24.8 Contact. MEGI Technologies LLC, 5900 Balcones Drive, STE 100, Austin, TX 78731, legal@emstriq.com. Support: support@emstriq.com. Security: security@emstriq.com. Privacy: privacy@emstriq.com.