1. Acceptance of These Terms
These Terms of Service ("Terms") form a binding agreement between you and Noesis Inc., doing business as NoesisCare ("NoesisCare," "we," "us," or "our"), governing your access to and use of the NoesisCare website, patient portal, and related applications (collectively, the "Platform"). By creating an account and affirmatively clicking "I agree," you confirm that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy (and, if you are in Mexico, our Aviso de Privacidad), each of which is incorporated by reference. If you do not agree, do not access or use the Platform.
If you are using the Platform on behalf of a patient as an authorized caregiver or legal representative, you represent that you have the legal authority to do so, and "you" in these Terms refers to both you and the patient you represent.
2. The NoesisCare Platform
2.1 What the Platform does
NoesisCare provides a patient-facing platform that combines clinical data (such as laboratory results, imaging, pathology, and treatment history) with patient-reported, lived-experience data to generate a fused prognostic score (the "Score") intended to help patients and their care teams understand and track the trajectory of a serious or chronic illness. The Platform also includes an AI-assisted conversational feature (the "Assistant") that lets patients ask questions about their own clinical results in plain language.
2.2 Disclosure of artificial intelligence
The Score is produced by statistical and machine-learning models, and the Assistant is powered by a large language model operated by third-party artificial-intelligence vendors (see Section 10). You are interacting with an automated system, not with a clinician. We disclose this at account creation and within the Assistant interface, as required by applicable law, including Texas law governing the use of artificial intelligence in health care.
2.3 How your Score is released to you
Because a prognostic score in serious illness can be distressing, you control whether and when you see your Score. At enrollment, and at any time afterward in your account settings, you may choose: (a) immediate access, under which your Score is shown to you as soon as it is generated; (b) "clinician first," under which your Score is released to your treating clinician and shown to you only after a period you select or after your clinician has had an opportunity to review it with you; or (c) not to see the Score at all while continuing to use the other features of the Platform. Where a Score is displayed, it is shown together with its uncertainty range, the date of the data on which it is based, and a link to the validation information described in Section 2.4.
2.4 Validation and known limitations
The Score has been developed and validated in the patient populations, disease settings, and data sources described in the Validation Summary available within the Platform and at noesiscare.ai/validation. Performance may be worse for patients, conditions, or data types that were not well represented in validation, and the Validation Summary describes the limitations we currently know about. We update the Validation Summary as new evidence becomes available. The Score is a statistical estimate derived from available data; it is not a guarantee or prediction of any individual outcome.
2.5 Regulatory status
NoesisCare offers the Platform in the United States and Mexico in accordance with the medical-device software requirements of the U.S. Food and Drug Administration ("FDA") and Mexico's Comisión Federal para la Protección contra Riesgos Sanitarios ("COFEPRIS"). Any feature of the Platform that is subject to regulatory clearance, authorization, or registration is made available in a country only once that requirement has been met, and the description of the Platform in these Terms reflects the intended use under which it is offered there.
3. Eligibility and Accounts
You must be at least 18 years old, or the age of legal majority in your jurisdiction, to create your own account. A patient under 18 may use the Platform only through an account created and managed by a parent or legal guardian, or where the Platform is deployed by the patient's treating provider under Section 4.2 and the provider has obtained the consents required by law. Where applicable law gives an adolescent patient the right to receive certain health care confidentially without parental access to the related records, the Platform will honor those rights as directed by the treating provider, and a parent or guardian's access to those records may be limited accordingly.
You agree to provide accurate registration information, to keep your login credentials confidential, and to notify us promptly at contact@noesiscare.ai of any unauthorized use of your account. You are responsible for activity that occurs under your account, except to the extent caused by our failure to meet our security obligations under Section 4 and our Privacy Policy.
4. Patient Health Information and How Privacy Law Applies to You
4.1 Overview
The Platform is designed to handle sensitive clinical data. Which privacy laws protect your information, and what rights you have, depend on how you access the Platform. The three access channels are described below. Our Privacy Policy explains each channel in detail, and the applicable Notice of Privacy Practices, informed consent form, or Aviso de Privacidad will tell you which channel applies to you.
4.2 Provider-deployed channel
Where your hospital, clinic, or physician (a HIPAA "covered entity") offers you the Platform as part of your care, NoesisCare processes your protected health information ("PHI") as that provider's "business associate" under the U.S. Health Insurance Portability and Accountability Act ("HIPAA") and a Business Associate Agreement. In that channel, your provider's Notice of Privacy Practices governs, and requests to access, amend, or restrict your records are made to your provider, which may direct us to carry them out.
4.3 Clinical trial channel
Where you use the Platform as a participant in a clinical trial or research study, the trial's informed consent form and protocol, approved by an institutional review board or ethics committee, govern the collection and use of trial data, together with FDA and ICH Good Clinical Practice requirements and, in Mexico, the Reglamento de la Ley General de Salud en Materia de Investigación para la Salud and COFEPRIS requirements. See Section 6.
4.4 Direct-to-consumer channel
Where you create an account directly with NoesisCare, outside of a treating provider's deployment or a clinical trial, HIPAA generally does not apply. In that channel your health information is protected instead by the Federal Trade Commission Act and the FTC's Health Breach Notification Rule; by state consumer health-privacy laws such as Washington's My Health My Data Act, Nevada's and Connecticut's consumer health data laws, the California Consumer Privacy Act and Confidentiality of Medical Information Act, and the Texas Medical Records Privacy Act and Texas Data Privacy and Security Act; and, for patients in Mexico, by the Ley Federal de Protección de Datos Personales en Posesión de los Particulares ("LFPDPPP") and its Regulations. We apply the same administrative, technical, and physical safeguards to your information in this channel that HIPAA would require.
4.5 Mexico
For patients in Mexico, the Platform is governed by the LFPDPPP published in the Diario Oficial de la Federación in March 2025, its Regulations, and the oversight of the Secretaría Anticorrupción y Buen Gobierno as data-protection authority. Our Aviso de Privacidad, published in Spanish, describes your ARCO rights and how to exercise them.
Nothing in these Terms limits any rights you have under HIPAA, the LFPDPPP, state consumer health-privacy law, or other applicable law.
5. Not Medical Advice; Emergencies
NoesisCare, including the Score and the Assistant, is intended to support your understanding of your own health information. It does not practice medicine, does not diagnose or treat any condition, and is not a substitute for the professional judgment of your treating physician or care team. The Assistant is designed not to recommend or direct any particular treatment and to help you understand your own clinical results in language you choose. Because the Assistant uses a large language model, its answers can be incomplete, imprecise, or not tailored to your situation, and you should confirm anything that matters to your care with your clinician.
If the Assistant gives you an answer that you believe is wrong, harmful, or inconsistent with this Section, please report it through the "Report this response" control in the Assistant or at contact@noesiscare.ai. We review reported outputs, correct the underlying issue where we can, and track reports as part of our safety monitoring.
Always seek the advice of your physician or other qualified health provider with any questions you have regarding a medical condition or before making any decision about your care, and never disregard or delay seeking professional medical advice because of something you read or were told on the Platform.
Emergencies. If you believe you are experiencing a medical emergency, call 911 (which operates in both the United States and Mexico) or go to the nearest emergency department. Do not use the Platform for emergencies.
If you are in distress. Living with a serious illness is hard, and seeing a prognostic score can be distressing. If you are in the United States and are having thoughts of harming yourself, call or text 988 (Suicide and Crisis Lifeline). If you are in Mexico, call Línea de la Vida at 800 911 2000. The Assistant is designed to recognize expressions of distress and to show you these resources and encourage you to contact your care team, but it is not a crisis service.
6. Clinical Trial Participation
Some features of the Platform may be offered to you in connection with your participation in a clinical trial or research study sponsored or supported by NoesisCare or its partners. Your participation in any such trial is governed by the trial's informed consent form and protocol, which take precedence over these Terms with respect to the research activities they describe. Your rights to withdraw from a trial, and the handling of data collected specifically for that trial, are as described in that consent form.
Your decision to use or not to use the Platform will not affect your eligibility to participate in a trial or the care you receive, unless the trial protocol itself requires use of the Platform, in which case the consent form will say so.
Nothing in these Terms waives or limits any right you have as a research participant, releases a sponsor, investigator, or institution from liability for negligence, or limits your right to compensation for research-related injury under applicable law, including ICH Good Clinical Practice and Mexican research regulations. Sections 11 (Limitation of Liability) and 12 (Indemnification) do not apply to claims arising from your participation in a clinical trial.
7. International Use, Including Patients in Mexico
The Platform is offered to patients in the United States and in Mexico. If you access the Platform from Mexico, the additional rights described in our Aviso de Privacidad apply to you, and certain features may be adapted, limited, or offered only in connection with a registered provider or approved research protocol so as to comply with COFEPRIS requirements for software medical devices and with the Ley Federal de Protección al Consumidor. If you access the Platform from any other country, you do so on your own initiative and are responsible for compliance with local law; we make no representation that the Platform is appropriate or available for use outside the United States and Mexico.
8. Acceptable Use
You agree not to: (a) use the Platform for any unlawful purpose or in violation of these Terms; (b) attempt to access another patient's account or data without authorization; (c) reverse engineer, scrape, or attempt to extract the underlying models, algorithms, or source code of the Platform or the Assistant; (d) upload data that is not your own health information (or that of a patient you are authorized to represent) without consent; (e) use the Platform to generate or distribute misleading medical information; or (f) interfere with or disrupt the integrity or performance of the Platform.
9. Intellectual Property and Your Data
The Platform, including its software, the Score methodology, visual design, and all related content (excluding your own data), is owned by NoesisCare or its licensors and is protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for your personal health management, subject to these Terms.
You retain all rights to the health data and other content you submit. By submitting it, you grant NoesisCare a license to use it to provide the Platform to you, including to generate your Score, as described in our Privacy Policy. Separately, and only where permitted by the applicable Business Associate Agreement, trial consent, or your own consent, we may de-identify your data using the HIPAA safe-harbor or expert-determination method and use the de-identified data to improve the Platform and support research. Use of your data for model improvement and research is a secondary purpose: you may decline it at enrollment or at any time in your account settings without affecting your access to the Platform, and for patients in Mexico we will not use your data for these purposes unless you have agreed.
10. Third-Party Services
The Assistant is built using artificial-intelligence technology provided by third-party vendors under contracts that include appropriate safeguards for health information, including Business Associate Agreements where required by HIPAA, a prohibition on using your data to train the vendor's own models, and zero data retention by the vendor beyond what is needed to return a response. We also rely on third-party providers for hosting, security, and related infrastructure, under written contracts that bind them to confidentiality and security obligations appropriate to the data they process.
Where NoesisCare acts as a business associate, we remain responsible under HIPAA and our Business Associate Agreements for the PHI handled by our subcontractors, and we require each of them to agree to the same restrictions that apply to us. We are not responsible for the systems, websites, or services of third parties that you choose to use independently of the Platform, such as your provider's own patient portal or a device or application you link to your account, except to the extent required by applicable law.
11. Disclaimers and Limitation of Liability
To the fullest extent permitted by applicable law, the Platform is provided "as is" and "as available," without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. NoesisCare does not warrant that the Score or any output of the Assistant will be accurate, complete, or error-free.
To the fullest extent permitted by applicable law, NoesisCare's total liability arising out of or relating to these Terms or the Platform will not exceed the greater of (a) the amount you paid NoesisCare in the twelve months before the claim arose, or (b) US$1,000.
The limitations in this Section do not apply to, and nothing in these Terms limits or excludes, liability: (i) that cannot be limited under applicable law; (ii) for gross negligence, fraud, or willful misconduct; (iii) for death or personal injury caused by our negligence; (iv) to clinical trial participants, as described in Section 6; or (v) to the extent the limitation would be unenforceable under the consumer-protection law of your state or, if you are a consumer in Mexico, under the Ley Federal de Protección al Consumidor, which restricts limitations of liability in standard-form consumer contracts.
12. Indemnification
You agree to indemnify and hold NoesisCare harmless from third-party claims, damages, or expenses (including reasonable attorneys' fees) to the extent they arise from your intentional misconduct, your unlawful use of the Platform, or your knowing submission of another person's health information without authority to do so. This Section does not apply to clinical trial participants (Section 6), does not apply to the extent the claim is caused by NoesisCare's own acts or omissions, and does not apply where prohibited by the consumer-protection law of your jurisdiction.
13. Term, Suspension, and Termination
These Terms remain in effect while you use the Platform. We may suspend or terminate your access if we reasonably believe you have violated these Terms, misused patient health information, or created a safety risk, and we will provide notice where required by law. You may close your account at any time by contacting us at contact@noesiscare.ai or through your account settings; we will handle any health information in your account following termination as described in our Privacy Policy and applicable record-retention law.
14. Governing Law and Dispute Resolution
These Terms are governed by the laws of the State of Texas and applicable U.S. federal law, without regard to conflict-of-law principles. Any dispute arising out of these Terms will be resolved in the state or federal courts located in Harris County, Texas, and you consent to personal jurisdiction there, subject to the exceptions below.
Patients in Mexico. If you access the Platform as a consumer in Mexico, nothing in this Section deprives you of the mandatory protections of the Ley Federal de Protección al Consumidor or the LFPDPPP. You may bring a complaint before the Procuraduría Federal del Consumidor (PROFECO) or the Secretaría Anticorrupción y Buen Gobierno, and you may bring any claim relating to these Terms in the competent courts of Mexico, under Mexican law, where Mexican law gives you that right. Any provision of these Terms that is unenforceable against a Mexican consumer applies only to the extent permitted by Mexican law.
Consumers in other U.S. states. Where the law of your state of residence gives you non-waivable rights to bring a claim in your home state or under your state's consumer-protection law, this Section does not limit those rights.
15. Changes to These Terms
We may update these Terms from time to time. If we make a material change, including any change that affects your health-privacy rights, how your data is used, or Sections 11 through 14, we will notify you at least 30 days in advance by email and by notice within the Platform, and the change will not apply to you until you have affirmatively accepted the updated Terms. For changes that are not material (for example, clarifications or corrections), we will post the updated Terms on the Platform and update the "Last Updated" date shown at the top of this document. You may close your account at any time if you do not agree with a change.
16. General Terms
Electronic communications. By creating an account, you consent to receive communications from us electronically, including notices required by law, by email or within the Platform. You may withdraw this consent by contacting us, in which case we may be unable to provide the Platform to you. You may request a paper copy of any required notice at no charge.
Text messages. If you choose to receive text messages from us (for example, reminders that new results are available), you consent to receive those messages at the number you provide, which may be sent using automated technology. Message and data rates may apply. You can stop at any time by replying STOP. Consent to text messages is not a condition of using the Platform. Text messages will not contain your clinical results or Score.
Entire agreement. These Terms, together with the Privacy Policy and any Aviso de Privacidad, Notice of Privacy Practices, or informed consent form that applies to you, are the entire agreement between you and NoesisCare regarding the Platform and supersede any prior agreements on that subject.
Severability. If any provision of these Terms is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full effect.
Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets, provided the assignee agrees to be bound by these Terms and the Privacy Policy with respect to your information. We will notify you of any assignment.
Force majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, acts of government, labor disputes, or failures of telecommunications or power. This does not excuse our obligations to safeguard your information or to notify you of a breach.
No waiver. Our failure to enforce any provision of these Terms is not a waiver of our right to enforce it later.
Controlling language. These Terms are published in English and Spanish. For patients in Mexico, the Spanish version controls to the extent required by Mexican law; otherwise the English version controls in the event of a conflict.
17. Contact Us
If you have questions about these Terms, please contact NoesisCare at contact@noesiscare.ai or by mail at Noesis Inc., Houston, Texas, United States.