HANK.ai Terms of Service

Last updated: June 9, 2026 · Effective: June 9, 2026 · Version 2026-06-09

⚠️ BETA — ACTIVE DEVELOPMENT. USE AT YOUR OWN RISK. The Service is pre-release, beta-stage software under active development, provided on an "as is" and "as available" basis for evaluation only. It may be incomplete, inaccurate, unstable, or interrupted, and it may change, break, or be discontinued at any time without notice. There are no guarantees or warranties of any kind — including as to accuracy, reliability, availability, or fitness for any purpose. You use the Service entirely at your own risk and accept sole responsibility for any use of, or reliance on, the Service and its data and output. All warranties are disclaimed and Hank's liability is limited as set out in Sections 7 (Disclaimers), 8 (Limitation of Liability), and 15 (Beta and Pre-Release Features). Do not rely on the Service as the sole basis for any clinical, coding, billing, legal, or financial decision.

In short (this summary is not part of the agreement and does not modify it; if it conflicts with the text below, the text controls): Hank gives you access to medical code-set data and tools through our website, APIs, and MCP endpoints. You are responsible for holding your own licenses to the underlying code sets (for example, an AMA license for CPT and an ADA license for CDT). The data is provided "as is" and is not medical, coding, billing, or legal advice — verify before you rely on it. Do not submit PHI or patient-identifiable data; the Service is not HIPAA-covered and we have no BAA with you. Use programmatic access only through our documented APIs and MCP endpoints, not by automating the website. We meter usage to bill you, sign you in with SSO, and do not sell your personal data.

These Terms of Service ("Terms") are a binding agreement between you ("you," "your," or "User") and Hank.ai, Inc., a Delaware corporation ("Hank," "we," "us," or "our"), governing your access to and use of the Hank.ai websites, applications, application programming interfaces ("APIs"), Model Context Protocol ("MCP") endpoints, and related products and services (collectively, the "Service").

By accessing or using the Service, or by clicking "I agree," you acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you do not agree, you may not access or use the Service. You must accept these Terms before any part of the Service will function for you.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, in which case "you" refers to that entity.

0. Definitions

Capitalized terms have the meanings given below; other capitalized terms are defined where first used. These definitions apply equally to the Privacy Policy.

• "Account" means the credentialed identity through which you access the Service.
• "API Key" means a secret credential issued to you for programmatic access to the Service's APIs or MCP endpoints.
• "Code Sets" means the third-party medical code sets, vocabularies, value sets, classifications, crosswalks, and reference data made accessible through the Service.
• "Credits" means the prepaid or allocated units of usage entitlement consumed by metered operations, as described in your order or plan.
• "Customer Content" means any data, text, queries, or other materials you submit to the Service.
• "Documentation" means Hank's then-current published guides for the APIs, MCP endpoints, and web interface.
• "Entitlements" means the features, volumes, rate limits, and Credits associated with your plan.
• "Output" means data and results returned to you by the Service in response to your requests.
• "PHI" means Protected Health Information as defined under the Health Insurance Portability and Accountability Act ("HIPAA").
• "De-Identified Data" and "Aggregated Data" mean data derived from use of the Service that does not identify, and cannot reasonably be used to identify, you or any individual.

1. The Service

Hank provides software tools and access to medical code-set and reference-terminology data — including, without limitation, Current Procedural Terminology (CPT®, American Medical Association), Current Dental Terminology (CDT®, American Dental Association), the International Classification of Diseases, Tenth Revision, Clinical Modification and Procedure Coding System (ICD-10-CM and ICD-10-PCS), the Healthcare Common Procedure Coding System (HCPCS) and associated modifiers, Medicare Severity Diagnosis Related Groups (MS-DRG) and other diagnosis-related grouping classifications, the National Drug Code (NDC) directory, SNOMED CT®, Logical Observation Identifiers Names and Codes (LOINC®), RxNorm, and other clinical and administrative code sets, vocabularies, value sets, crosswalks, mappings, and derived classifications, together with search, lookup, and related capabilities — delivered through web interfaces, APIs, and MCP endpoints. The specific Code Sets and versions available may change over time.

Much of this data is compiled, normalized, and enriched from third-party and publicly available sources. The underlying Code Sets are owned, maintained, copyrighted, or licensed by third parties, including government agencies and professional associations. Your use of the data through the Service does not grant you any right, title, or license in those underlying Code Sets beyond what you independently hold.

2. License to Use the Service

Subject to your continuous compliance with these Terms, Hank grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your own internal business or professional purposes. All rights not expressly granted are reserved by Hank. This license does not include any right to resell, redistribute, sublicense, or make the Service or its data available to any third party.

3. Third-Party Code Set Licenses — Your Responsibility

The Code Sets made accessible through the Service are subject to the intellectual-property rights and license terms of their respective owners. You are solely responsible for obtaining, maintaining, and complying with all licenses, sublicenses, fees, authorizations, and terms required for your use of these Code Sets. Hank does not grant, and cannot grant, the underlying Code-Set licenses.

By accessing or using the Service, you represent and warrant that you hold, and will maintain in force for the duration of your use, all licenses and authorizations required for your use of every Code Set you access through the Service — including, where and as applicable, a current and valid license from the American Medical Association ("AMA") for CPT, from the American Dental Association ("ADA") for CDT, a current UMLS Metathesaurus License (including the SNOMED CT Affiliate License) from the U.S. National Library of Medicine ("NLM") for SNOMED CT and RxNorm, and acceptance of the LOINC Copyright Notice and License from the Regenstrief Institute for LOINC — and that your use complies with all such licenses and with all applicable laws and regulations. You will not remove, alter, suppress, or obscure any copyright, trademark, license, or attribution notice that the Service displays for any Code Set, and you will reproduce those notices in any permitted Output or downstream use.

You agree to indemnify, defend, and hold harmless Hank and its officers, directors, employees, licensors, and agents from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to your use of any Code Set without the license or authorization required by its owner, or your breach of this Section 3, including any resulting claim by such owner against Hank. This indemnity, and your representations and notice obligations in this Section 3, survive termination or expiration of these Terms and continue with respect to any copies of Code-Set data you retain.

3.1 CPT (Current Procedural Terminology) — AMA Notice

CPT only copyright © current-year American Medical Association. All rights reserved. CPT codes, descriptions, and other data are copyright © American Medical Association. CPT is a registered trademark of the American Medical Association.

CPT is provided "as is" without warranty of any kind, either expressed or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose. The AMA does not directly or indirectly practice medicine or dispense medical services. The responsibility for the content of any work product produced using CPT is with the user and not the AMA. The AMA disclaims responsibility for any consequences or liability attributable to or related to any use, non-use, or interpretation of information contained or not contained in the Service.

Fee schedules, relative value units, conversion factors, and/or related components are not assigned by the AMA, are not part of CPT, and the AMA is not recommending their use. The AMA does not assume any liability for data contained or not contained herein.

By accessing CPT through the Service, you acknowledge and agree to the terms of this CPT notice. Any use of CPT not expressly authorized by your own license with the AMA (or an AMA-authorized distributor) is prohibited, including, by way of illustration and not limitation, making copies of CPT for resale or license, transferring copies of CPT to any party not bound by an applicable AMA license, creating any modified or derivative work of CPT, or making any commercial use of CPT. The AMA is a third-party beneficiary of this Section 3 and of this CPT notice and may enforce its terms directly against you. Your right to access CPT through the Service terminates immediately upon any breach of these terms or of your AMA license.

U.S. Government Rights. This product includes CPT, which is commercial technical data and/or computer data bases and/or commercial computer software and/or commercial computer software documentation, as applicable, developed exclusively at private expense by the American Medical Association. U.S. Government rights to use, modify, reproduce, release, perform, display, or disclose these technical data and/or computer data bases and/or computer software and/or computer software documentation are subject to the limited rights restrictions of DFARS 252.227-7015(b)(2) (November 1995) and/or subject to the restrictions of DFARS 227.7202-1(a) (June 1995) and DFARS 227.7202-3(a) (June 1995), as applicable, for U.S. Department of Defense procurements and the limited rights restrictions of FAR 52.227-14 (June 1987) and/or subject to the restricted rights provisions of FAR 52.227-14 (June 1987) and FAR 52.227-19 (June 1987), as applicable, and any applicable agency FAR Supplements, for non-Department of Defense Federal procurements.

3.2 Government Code Sets — ICD-10, HCPCS, MS-DRG, and NDC

• ICD-10-CM and ICD-10-PCS are maintained by the National Center for Health Statistics (NCHS) and the Centers for Medicare & Medicaid Services (CMS); the U.S. editions are generally in the public domain, and use is subject to any terms published by those agencies.
• HCPCS Level II and its modifiers are maintained by CMS; use is subject to any terms published by CMS. Certain HCPCS/CPT modifiers and code descriptors that incorporate CPT remain subject to the AMA CPT license in Section 3.1.
• MS-DRG and CMS grouper logic are published by CMS in the public domain; however, proprietary grouping systems (for example, APR-DRG or other commercial DRG/grouper products) are licensed by their owners and are not provided through the Service unless separately identified and licensed.
• NDC (National Drug Code) directory data is published by the U.S. Food and Drug Administration (FDA); use is subject to any terms published by the FDA.

3.3 CDT (Current Dental Terminology) — ADA Notice

CDT codes, nomenclature, descriptors, and other data are copyright © American Dental Association (ADA). All rights reserved. CDT and Current Dental Terminology are trademarks of the ADA.

CDT is provided "as is" without warranty of any kind, either expressed or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose. No fee schedules, basic units, relative values, or related listings are included in CDT. The ADA does not directly or indirectly practice dentistry or dispense dental services. The ADA assumes no liability for data contained or not contained herein, and the responsibility for the content of any work product produced using CDT is with the user and not the ADA.

Any use of CDT not expressly authorized by your own license with the ADA (or an ADA-authorized distributor) is prohibited, including making copies of CDT for resale or license, transferring copies of CDT to any party not bound by an applicable ADA license, creating any modified or derivative work of CDT, or making any commercial use of CDT. The ADA is a third-party beneficiary of this Section 3 and of this CDT notice and may enforce its terms directly against you.

U.S. Government Rights. This product includes CDT, which is commercial technical data and/or computer databases and/or commercial computer software and/or commercial computer software documentation, as applicable, developed exclusively at private expense by the American Dental Association. U.S. Government rights are subject to the limited rights restrictions of DFARS 252.227-7015(b)(2) (November 1995) and/or the restrictions of DFARS 227.7202-1(a) (June 1995) and DFARS 227.7202-3(a) (June 1995), as applicable, for U.S. Department of Defense procurements, and the limited rights restrictions of FAR 52.227-14 (June 1987) and/or the restricted rights provisions of FAR 52.227-14 (June 1987) and FAR 52.227-19 (June 1987), as applicable, and any applicable agency FAR Supplements, for non-Department of Defense Federal procurements.

3.4 NLM / UMLS Code Sets — SNOMED CT, LOINC, and RxNorm

Certain clinical terminologies made accessible through the Service are governed by separate licenses administered by the NLM and other owners. Your use of these terminologies through the Service is in addition to, and conditioned on, your compliance with the applicable license, and you represent that you hold each such license where required.

(a) SNOMED CT® is owned by SNOMED International (formerly IHTSDO) and is distributed in the United States by the NLM under the SNOMED CT Affiliate License, which is incorporated into the UMLS® Metathesaurus License Agreement. Use of SNOMED CT through the Service requires a current UMLS Metathesaurus License (including acceptance of the SNOMED CT Affiliate License). You are responsible for the SNOMED CT Affiliate annual usage-reporting obligation and for any reporting required for your jurisdiction. SNOMED CT may not be modified, and you must reproduce the SNOMED CT attribution and copyright notices in any permitted use.

(b) LOINC® is copyright © Regenstrief Institute, Inc. and the LOINC Committee. LOINC and RELMA are registered trademarks of Regenstrief Institute, Inc. Use of LOINC through the Service is subject to the LOINC Copyright Notice and License. You must display the LOINC copyright and license acknowledgment where LOINC is used, must not change LOINC codes or their fully specified names, and must observe any third-party copyright notices identified in the LOINC table for specific codes.

(c) RxNorm is produced by the NLM. Use of the full RxNorm dataset is subject to the UMLS Metathesaurus License Agreement, and certain source vocabularies incorporated into RxNorm may carry additional restrictions imposed by their owners, for which you are responsible.

The foregoing licenses are granted by their respective owners and not by Hank. Hank does not, and cannot, grant the UMLS, SNOMED CT, LOINC, or RxNorm licenses on your behalf.

3.5 Licensor Notices, Flow-Through, and Third-Party Beneficiaries

The notices in this Section 3 are reproduced for the benefit of the respective Code-Set owners and are incorporated into these Terms. You will not remove, alter, suppress, or obscure any copyright, trademark, license, restriction, or attribution notice that the Service associates with any Code Set, and you will reproduce the applicable notices in any Output, report, screen, or downstream deliverable in which the Code-Set data appears, to the extent permitted by your own license. Any party to whom you are permitted to provide Code-Set data must be bound by terms at least as protective as this Section 3.

The AMA (as to CPT), the ADA (as to CDT), the Regenstrief Institute (as to LOINC), SNOMED International and the NLM (as to SNOMED CT and the UMLS), and each other applicable Code-Set owner are intended third-party beneficiaries of this Section 3 and of the notices and restrictions applicable to their respective Code Sets, and each may enforce those provisions directly against you. Except as expressly stated in this Section, these Terms create no third-party-beneficiary rights.

Where Hank makes available a Code Set not specifically named in this Section 3, the general requirements of this Section — that you obtain and comply with all required licenses, satisfy any owner-imposed terms, and preserve all notices — apply to that Code Set as well.

4. Acceptable Use and Prohibited Conduct

You will not, and will not permit any third party or automated agent to:

(a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying data structures, models, or trade secrets of the Service, except (i) to the extent this restriction is prohibited by applicable law, or (ii) as expressly permitted under Section 4.1 (Security Research and Responsible Disclosure);

(b) create or assist in creating any derivative, competing, or substitute product, database, or service from the Service, its data, or its Output, including by aggregating, compiling, or republishing the data or Output;

(c) scrape, harvest, crawl, spider, or bulk-extract data or Output, or access the Service at a volume, frequency, or rate exceeding the limits, quotas, or rate limits applicable to your Account or plan. Applicable limits are those published in Hank's Documentation, communicated to you, or otherwise associated with your Account or plan tier, and Hank may set, adjust, meter, and enforce such limits in its discretion. Accessing the Service in a manner that exceeds, evades, or is designed to evade these limits — including by distributing usage across multiple Accounts, keys, or IP addresses — is a violation of these Terms;

(d) automate, emulate, script, or programmatically drive the human-facing web user interface of any Hank service. Automated and agent-based access is permitted only through Hank's documented APIs and MCP endpoints, which are the sanctioned, metered channels for programmatic use. Using bots, headless browsers, browser-automation tools, or AI agents to control, emulate, or interact with the web user interface is prohibited;

(e) circumvent, disable, defeat, or interfere with any security, rate-limiting, metering, quota, authentication, billing, or access-control feature of the Service, or attempt to do so. Without limiting the foregoing, any technique intended to obtain metered functionality without incurring the associated metering or charges — including driving or emulating the web user interface in lieu of the metered API or MCP channels, rotating or sharding credentials or API Keys, or splitting usage across Accounts — is a material breach of these Terms;

(f) share, resell, sublicense, lease, or transfer your Account, login, credentials, or API Keys; permit any person other than you (or, if you are an entity, your authorized individual users) to use them; create or register Accounts by automated means or in bulk; misrepresent your identity, affiliation, or eligibility; or use the Service in excess of the limits or Entitlements associated with your Account. You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your Account or keys, whether or not authorized by you;

(g) use the Service in any unlawful manner, in violation of any third party's rights, or in violation of any Code-Set license; or

(h) submit PHI or patient-identifiable data in violation of Section 6.

4.1 Security Research and Responsible Disclosure

Nothing in Section 4(a) or 4(e) prohibits good-faith security research, provided that you: (i) act in good faith to avoid privacy violations, service degradation, data destruction, and interruption of or harm to other users; (ii) access only your own Account or accounts you are expressly authorized to test, and only to the minimum extent necessary to identify and validate a vulnerability; (iii) do not access, modify, exfiltrate, or retain any data other than the minimum proof-of-concept required; (iv) do not exploit a vulnerability beyond what is necessary to confirm it; (v) report any vulnerability promptly and confidentially to [email protected] before any public or third-party disclosure, and give Hank a reasonable period of at least ninety (90) days to remediate before disclosing; and (vi) comply with all applicable laws. Activity meeting these conditions will not be considered a breach of these Terms, and Hank will not pursue or support legal action against good-faith research conducted in compliance with this Section.

4.2 No Benchmarking or Competitive Use

You will not access or use the Service, its data, or its Output to: (i) build, train, improve, or evaluate any product, model, dataset, or service that competes with the Service; (ii) conduct competitive analysis, benchmarking, or performance testing of the Service for the benefit of any competitor; or (iii) publish or otherwise disclose to any third party any benchmark, performance, availability, accuracy, or comparison results regarding the Service without Hank's prior written consent. You will not access the Service on behalf of, or while acting as an agent of, a competitor of Hank. This Section supplements and does not limit Section 4(b).

4.3 Fair Use, Rate Limits, and Metering

Programmatic access to the Service through Hank's APIs and MCP endpoints is metered and subject to the rate limits, quotas, and fair-use thresholds associated with your Account or plan, as published in Hank's Documentation or otherwise communicated to you. Hank may establish, modify, meter, throttle, and enforce these limits in its discretion, including to protect the integrity, availability, and performance of the Service. The web user interface is provided solely for individual, human, interactive use and is not a metered or sanctioned channel for programmatic, bulk, or automated access; the API and MCP endpoints are the exclusive sanctioned channels for such use. Usage that exceeds your applicable limits, that is designed to evade metering or limits, or that in Hank's reasonable judgment imposes a disproportionate or abusive load on the Service may be throttled, suspended, or terminated under Section 5, and may incur additional charges where your plan so provides.

5. Suspension and Termination

Hank may suspend, throttle, rate-limit, restrict, or terminate your access to all or part of the Service at any time, with or without notice and in our sole discretion, including where we detect or reasonably suspect anomalous, abusive, or automated behavior — such as agent-driven control of the user interface, scraping, circumvention of metering, or activity consistent with reverse-engineering or building a derivative product — or any other violation of these Terms. We may take these actions to protect the Service, our licensors, our other users, and our rights, and we are not liable to you for doing so.

Suspension or termination is effective immediately upon our action. We are not obligated to provide any notice, cure period, refund, or credit, and all fees and prepaid amounts are non-refundable, except where a refund is required by applicable law. Upon termination or suspension for any reason, your license under Section 2 immediately ends, you must cease all access to and use of the Service and the data and Output obtained through it, and Hank may disable or revoke your credentials and API Keys. The Sections identified in Section 27 (Survival), together with any accrued payment obligations, survive termination or expiration of these Terms.

6. No Protected Health Information

The Service is not intended or authorized for the submission, storage, or processing of PHI or any other patient-identifiable health information. You agree not to submit any PHI or patient-identifiable data to the Service. Hank is not acting as a "business associate" under HIPAA and has not executed a Business Associate Agreement ("BAA") with you. If and when Hank offers PHI-enabled features in the future, those features will be governed by a separate, expressly executed BAA and updated Terms, and will not be available to you until you accept them.

7. Disclaimers

THE SERVICE AND ALL DATA AND OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT.

Hank makes no representation or warranty that the Service will be uninterrupted, timely, secure, or error-free, that defects will be corrected, or that the Service or any server is free of harmful components, and Hank provides no service-level, uptime, or availability commitment except as separately and expressly agreed in writing. Hank disclaims all warranties with respect to any third-party materials, including the Code Sets, and any Output generated through the Service. No advice or information, whether oral or written, obtained from Hank or through the Service creates any warranty not expressly stated in these Terms.

The Service does not provide medical, clinical, billing, coding, legal, or professional advice. Code-Set data may contain errors, may be incomplete, and may not reflect the most current updates. You are responsible for independently verifying all data and Output before relying on it, and for ensuring that any coding, billing, or clinical decision complies with applicable rules, payer policies, and law. Your use of the Service and any reliance on its data or Output is at your sole risk.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL HANK OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HANK'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID HANK FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS ($100). THE FOREGOING LIMITATIONS APPLY NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY OF ITS ESSENTIAL PURPOSE.

The limitations and exclusions in this Section 8 do not apply to, and the cap in this Section will not limit: (i) your payment obligations under these Terms; (ii) your indemnification obligations under Section 3 or Section 9; (iii) your breach of Section 2 (License), Section 4 (Acceptable Use), or Section 6 (No PHI); (iv) your infringement or misappropriation of Hank's or its licensors' intellectual-property rights; or (v) any liability that cannot be limited or excluded under applicable law, including liability for gross negligence, willful misconduct, fraud, or death or personal injury caused by a party's negligence. The exclusion of indirect, incidental, special, consequential, exemplary, and punitive damages in this Section applies to both parties and survives any termination of these Terms.

Except for claims arising from a party's payment or indemnification obligations, any cause of action or claim arising out of or related to these Terms or the Service must be commenced within one (1) year after the cause of action accrues, or, where a shorter period is not permitted by applicable law, within the shortest period that applicable law allows; otherwise, the cause of action or claim is permanently barred.

9. Indemnification

You agree to indemnify, defend, and hold harmless Hank and its officers, directors, employees, licensors, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or related to: (a) your use of the Service; (b) your violation of these Terms; (c) your use of any Code Set without the license or authorization required by its owner, or your breach of any Code-Set license (including the AMA CPT, ADA CDT, NLM UMLS/SNOMED CT Affiliate, or Regenstrief LOINC license), including any resulting claim by such owner against Hank; or (d) your submission of any data, including any PHI submitted in violation of Section 6.

Indemnification Procedure. The party seeking indemnification (the "Indemnified Party") will: (a) promptly notify the other party (the "Indemnifying Party") in writing of the claim (provided that failure to give prompt notice will not relieve the Indemnifying Party of its obligations except to the extent it is materially prejudiced); (b) give the Indemnifying Party sole control of the defense and settlement of the claim, except that the Indemnifying Party may not settle any claim in a manner that imposes any liability, admission, or non-monetary obligation on the Indemnified Party without its prior written consent; and (c) provide reasonable cooperation at the Indemnifying Party's expense.

Hank IP Indemnity (Paid Plans). If you are on a paid plan and current in your payment obligations, Hank will defend you against any third-party claim alleging that the Hank-developed software components of the Service (expressly excluding the Code Sets and other third-party materials made accessible through the Service, and excluding any Output) infringe a U.S. patent, copyright, or trademark, and will pay damages and reasonable attorneys' fees finally awarded against you or agreed in settlement by Hank. This indemnity does not apply to claims arising from: (i) your combination of the Service with anything not provided by Hank; (ii) your modification or unauthorized use of the Service; (iii) your use of the Service other than as permitted by these Terms; (iv) the Code Sets or your use of them without the required licenses under Section 3; or (v) any Output. If the Service is or may become the subject of an infringement claim, Hank may, at its option and expense, procure the right for you to continue using it, modify or replace it to be non-infringing, or terminate the affected portion and refund any prepaid, unused fees. This Section states Hank's entire liability and your sole and exclusive remedy for any claim of intellectual-property infringement by the Service.

10. Intellectual Property; Licenses to Hank

As between you and Hank, Hank and its licensors own all right, title, and interest in and to the Service, including all software, interfaces, compilations, enrichments, and trademarks, excluding the underlying third-party Code Sets owned by their respective owners. Nothing in these Terms transfers any such ownership to you. "Hank," "Hank.ai," and associated logos are trademarks of Hank.

You grant Hank a non-exclusive, worldwide, royalty-free license to host, process, and transmit Customer Content solely to provide and secure the Service. You further grant Hank the right to create De-Identified and Aggregated Data from your use of the Service and to use such data for any lawful business purpose, including operating, securing, benchmarking, and improving the Service, provided that De-Identified and Aggregated Data does not identify you or any individual. We do not use the content of your individual queries to train machine-learning models made available to other customers except in De-Identified or Aggregated form, or as you otherwise authorize.

If you provide Hank any suggestions, ideas, enhancement requests, recommendations, or other feedback relating to the Service, you grant Hank a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, modify, and exploit that feedback for any purpose without restriction, attribution, or compensation to you. Feedback is provided voluntarily and is not confidential.

11. Fees, Credits, and Payment

11.1 Fees. You will pay the fees for the Service as set out in your applicable order, plan, or pricing page in effect when the charge is incurred. Unless your order states otherwise, fees are quoted and payable in U.S. dollars. By selecting a paid plan you authorize Hank and its payment processors to charge the payment method on file for all applicable fees.

11.2 Credits and Metering. Metered operations consume Credits or count against the volumes in your Entitlements. Hank's metering records are the authoritative measure of your usage. Credits are non-transferable, have no cash value, and expire as stated in your plan.

11.3 Taxes. Fees are exclusive of taxes. You are responsible for all sales, use, value-added, GST, withholding, and similar taxes, excluding taxes based on Hank's net income. If Hank is required to collect or pay any such tax, it will be added to the amounts charged to you. Amounts are payable in full without set-off or deduction; if any withholding is required by law, you will gross up your payment so that Hank receives the full amount invoiced.

11.4 Late Payment. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Hank may suspend the Service for non-payment after notice. You will reimburse Hank's reasonable costs of collection.

11.5 Price Changes. Hank may change its fees and plan Entitlements prospectively; for subscriptions, changes take effect at the start of your next billing period following reasonable notice.

11.6 No Refunds. Except where required by applicable law or expressly stated in your order, all fees and Credit purchases are non-refundable and non-cancelable, and payments are not refundable for partial billing periods, unused Entitlements, or expired Credits. Disputes about any charge must be raised in good faith within sixty (60) days of the charge or are waived.

12. Free Tier, Trials, and Credits

12.1 Free Tier. Hank may make a free tier of the Service available subject to usage limits and the restrictions in these Terms. The free tier is provided "as is" and "as available," carries no service-level commitment, and may be modified, limited, or discontinued at any time in Hank's sole discretion. One person or entity may not operate multiple Accounts to exceed free-tier limits.

12.2 Trials. Hank may offer time-limited or usage-limited trials of paid features. Unless you cancel before the trial ends, the trial may convert to a paid subscription and your payment method may be charged at the then-current rate. Trial Entitlements are for evaluation only.

12.3 Usage Credits. Promotional or prepaid Credits are not cash, have no monetary value, are non-transferable, are non-refundable, may expire, may be subject to additional terms, and may be revoked for violation of these Terms. Credits are applied to eligible usage before charges to your payment method, in the order Hank determines. Hank may modify or discontinue any credit program at any time.

13. Term, Renewal, and Cancellation

These Terms apply from your first access to or use of the Service and continue until your Account is terminated or all subscriptions expire or are terminated, whichever is later. Paid plans run for the subscription period stated in your order and, unless you or Hank gives notice of non-renewal at least thirty (30) days before the end of the then-current term, automatically renew for successive periods of equal length at Hank's then-current rates. You may cancel renewal at any time through your Account settings or by contacting [email protected]; cancellation takes effect at the end of the current paid term, and you remain responsible for fees already incurred. Hank will provide any auto-renewal and cancellation disclosures required by applicable law. In addition to its rights in Section 5, Hank may terminate these Terms or your Account for cause upon notice if you materially breach these Terms and fail to cure the breach (if curable) within ten (10) days.

14. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential, including the Service's non-public features, pricing, security measures, and roadmap, and your non-public Account information. The receiving party will use Confidential Information only to exercise its rights and perform its obligations under these Terms, will protect it with at least reasonable care, and will not disclose it except to personnel and advisers bound by confidentiality obligations. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was lawfully known without obligation, or is independently developed. A party may disclose Confidential Information if compelled by law, provided it gives reasonable prior notice where permitted.

15. Beta and Pre-Release Features

Hank may offer features identified as beta, preview, early access, experimental, or pre-release ("Beta Features"). Beta Features are provided for evaluation only, "as is" and "as available," may be incomplete or unstable, are not covered by any service-level or support commitment, and may be modified or discontinued at any time without notice and without liability. Notwithstanding anything to the contrary, Hank's total liability arising out of or relating to Beta Features will not exceed one hundred U.S. dollars ($100). Hank may use data and feedback from your use of Beta Features to improve the Service.

16. Export Control and Sanctions

The Service, including any software and technical data, may be subject to U.S. export-control and economic-sanctions laws, including the Export Administration Regulations and regulations administered by the U.S. Treasury Office of Foreign Assets Control ("OFAC"). You represent and warrant that: (a) you are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions; (b) you are not identified on any U.S. government denied-, restricted-, or prohibited-party list; and (c) you will not access, use, export, re-export, or transfer the Service in violation of any applicable export-control or sanctions law, or in connection with any corrupt payment in violation of applicable anti-corruption laws.

17. U.S. Government End Users

The Service and Documentation are "commercial products," "commercial computer software," and "commercial computer software documentation," as those terms are used in FAR 12.212 and DFARS 227.7202. If licensed to or accessed by the U.S. Government or on its behalf, the Service is provided only with the rights granted to all other users under these Terms, consistent with FAR 12.212 and DFARS 227.7202-1 through 227.7202-4. This Section is in addition to, and does not limit, the CPT and CDT U.S. Government rights notices in Section 3.

18. Third-Party and Open-Source Components

The Service may include or interoperate with third-party software, including open-source software, and third-party services. Such components may be subject to their own license terms, which (to the limited extent those terms grant you rights or impose obligations directly on you) govern your use of those components and, in case of conflict with these Terms as to those components only, control. Third-party components and services are provided by their respective providers, and Hank disclaims all warranties and liability with respect to them to the maximum extent permitted by law.

19. Copyright and Intellectual-Property Complaints (DMCA)

Hank responds to notices of alleged infringement consistent with the Digital Millennium Copyright Act ("DMCA") and other applicable law. If you believe that material accessible through the Service infringes your copyright or other intellectual-property right, send a written notice to Hank's designated agent at [email protected] that includes: (a) your physical or electronic signature; (b) identification of the work claimed to be infringed; (c) identification of the allegedly infringing material and information reasonably sufficient to locate it; (d) your contact information; (e) a statement that you have a good-faith belief that the use is not authorized; and (f) a statement, under penalty of perjury, that the information in your notice is accurate and that you are the rights holder or authorized to act on the rights holder's behalf. Hank may remove or disable access to allegedly infringing material and, in appropriate circumstances, terminate the accounts of repeat infringers. A counter-notification may be submitted to the same designated agent in accordance with the DMCA.

20. Force Majeure

Hank will not be liable for any delay or failure to perform (other than payment obligations) resulting from causes beyond its reasonable control, including acts of God, natural disasters, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, labor disputes, governmental action, changes in law, failures or interruptions of the internet or of telecommunications, hosting, cloud, or third-party services or suppliers, denial-of-service or other cyberattacks, and failures of third-party Code-Set licensors to make data available.

21. Electronic Communications

By using the Service, you consent to transact with Hank electronically and to receive communications, agreements, disclosures, and notices from Hank in electronic form, including by email and by posting within the Service or on Hank's website. You agree that your electronic acceptance of these Terms (including by clicking "I agree") and your electronic signatures have the same legal effect as handwritten signatures and satisfy any requirement that an agreement be in writing, consistent with the U.S. ESIGN Act and the Uniform Electronic Transactions Act.

22. Changes to These Terms

Hank may modify these Terms from time to time. When we make a material change, we will publish the updated Terms with a new version identifier and effective date, and we will require you to review and accept the updated Terms before you may continue to use the Service. Your acceptance of the updated Terms, or your continued use of the Service after acceptance is required and given, constitutes your agreement to the updated Terms.

23. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws principles.

Informal Resolution. Before initiating arbitration, the party raising a dispute will first send a written notice describing it to [email protected] (or, for Hank, to the address on file for you) and the parties will attempt in good faith to resolve it for thirty (30) days.

Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Service that is not resolved informally will be resolved by final and binding arbitration administered by JAMS (or, if JAMS is unavailable, the American Arbitration Association) under its Streamlined Arbitration Rules (or, for claims of USD 250,000 or more, its Comprehensive Arbitration Rules) then in effect, before a single arbitrator, seated in Wilmington, Delaware, conducted in English. The arbitrator, and not any court, has exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, except that a court has authority to decide the enforceability of the class-action waiver below. Either party may bring an individual claim in small-claims court for disputes within that court's jurisdiction in lieu of arbitration, and either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information. Arbitration filing and administrative fees will be allocated under the applicable JAMS rules.

30-Day Right to Opt Out. You may opt out of this arbitration agreement and class-action waiver by sending written notice to [email protected] within thirty (30) days after you first accept these Terms, stating your name, Account, and an unambiguous statement that you wish to opt out of arbitration. Opting out will not affect any other provision of these Terms.

Class and Representative Action Waiver. You and Hank agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person's claims or preside over any form of representative or class proceeding. If a court decides that this class-action waiver is unenforceable as to a particular claim or request for relief, then that claim or request will be severed and may proceed in court, but the remainder of the arbitration agreement will continue to apply, and the class-action waiver is otherwise not severable from this arbitration agreement.

Batch Arbitration. If twenty-five (25) or more demands for arbitration of a similar nature are filed against Hank by or with the assistance of the same or coordinated counsel, the parties agree the demands will be administered in batches of up to fifty (50) at a time, with a single set of filing and administrative fees per batch and a single arbitrator per batch, and the applicable statute of limitations will be tolled for demands awaiting a batch.

You and Hank waive any right to a jury trial.

24. Notices

Hank may give you notice by email to the address associated with your Account, by posting within the Service, or by updating these Terms or the Privacy Policy with a new version identifier; such notice is effective when sent or posted. You consent to receive notices electronically. You must send legal notices to Hank in writing to Hank.ai, Inc., Attn: Legal, at the postal address published on the Hank website, with a copy by email to [email protected]. It is your responsibility to keep your Account contact information current.

25. Relationship of the Parties

The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, fiduciary, or employment relationship between you and Hank, and neither party has authority to bind the other or to incur obligations on the other's behalf.

26. Order of Precedence

If there is a conflict among the documents governing your use of the Service, the following order of precedence applies, from highest to lowest: (1) a fully executed Business Associate Agreement, if any; (2) a fully executed Data Processing Addendum; (3) a signed order form or enterprise agreement; (4) these Terms; and (5) the Privacy Policy. A document lower in this order governs only to the extent it does not conflict with a higher one.

27. Survival

The following Sections survive termination or expiration of these Terms, together with any other provision that by its nature should survive: 0 (Definitions); 1 (last paragraph — no rights in underlying Code Sets); 3 (Third-Party Code Set Licenses, your representations and indemnity); 4 (Acceptable Use); 6 (No PHI); 7 (Disclaimers); 8 (Limitation of Liability); 9 (Indemnification); 10 (Intellectual Property and licenses granted to Hank); 11 (accrued fees and No Refunds); 14 (Confidentiality); 22–27; and this Section.

28. General

You may not assign or transfer these Terms or any rights or obligations under them, by operation of law or otherwise, without Hank's prior written consent, and any attempted assignment in violation of this Section is void. Hank may assign these Terms in whole or in part without restriction. These Terms bind and inure to the benefit of the parties and their permitted successors and assigns. These Terms, together with the Privacy Policy and any order form, constitute the entire agreement between you and Hank regarding the Service and supersede any prior agreements. If any provision is held unenforceable, the remaining provisions remain in effect. Our failure to enforce any provision is not a waiver. Section headings are for convenience only.

29. Contact

Questions about these Terms may be directed to [email protected]; legal notices to [email protected].

Revision History

Prior versions are available on request at [email protected]. Material changes will be published here with a new version identifier and will ask you to review and accept the updated document before continued use.