Terms and Conditions of Sale and Service

Last updated: April 12, 2026

The Terms and Conditions of Sale and Service, together with the Privacy Policy, form a contract (“Contract”) between Quantic Systems LLC, a New Jersey limited liability company doing business as TasiPsych (“Quantic Systems”, “TasiPsych”, “we”, “us”, or “our”) and you (referred to as “you”, “your”, or “Client”) for any use of our Services.

Quantic Systems has developed a digital technology solution to process health data made available on affiliated websites, mobile applications, web extensions, application programming interfaces (APIs), browser extensions, and related tools owned and operated by Quantic Systems, hereinafter referred to as the “Services.”

The Client is aware that the use of the Services must be carefully monitored by the Client regarding the legal and technical conditions for processing personal health data. The Client acknowledges that the Services incorporate artificial intelligence and machine learning technologies that generate content which may contain errors, omissions, or inaccuracies, and that the Client bears sole professional responsibility for all clinical decisions and documentation.

Please read these Terms and Conditions carefully and keep a copy for your reference. For information about our data practices, please see our Privacy Policy. By accessing, using, or creating an account for any of our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions and the Privacy Policy. If you do not agree to these Terms and Conditions, you must not access or use the Services.

We reserve the right to modify these Terms and Conditions at any time and at our sole discretion. Your continued use of the Services following any such modification constitutes your acceptance of the modified Terms and Conditions. We invite you to check this page regularly for updates.

1. Definitions

For the purposes of this Contract:

• Client (referred to as “you”, “your”, or “Client”) means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable. If you are accessing or using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms and Conditions.
• Company (referred to as either “the Company”, “we”, “us”, “Quantic Systems”, “TasiPsych”, or “our” in this Agreement) refers to Quantic Systems LLC, a New Jersey limited liability company doing business as TasiPsych.
• Services refer to all websites, mobile applications, web extensions, browser extensions (including Chrome extensions), APIs, and any other digital products or tools owned, operated, or provided by Quantic Systems, including all features, functionalities, content, and updates thereto.
• AI-Generated Content means any content produced, in whole or in part, by artificial intelligence or machine learning models integrated into the Services, including but not limited to clinical notes, progress notes, treatment plans, session summaries, clinical documents, letters, prior authorization documents, audit results, billing and coding suggestions (including CPT codes, ICD-10 codes, and modifiers), clinical recommendations, and any other content generated through automated processes.
• Clinical Data means all data related to clinical care that is processed through the Services, including but not limited to audio recordings of clinical sessions, transcriptions of audio recordings, clinical notes and documentation, patient records, treatment plans, assessment results, billing records, and insurance claim data.
• Protected Health Information (PHI) has the meaning ascribed to it under the Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations (collectively, “HIPAA”), and includes any individually identifiable health information created, received, maintained, or transmitted through the Services.
• Service Provider means any natural or legal person who processes the data on behalf of the Company. It refers to third-party companies or individuals employed by the Company to facilitate the Service, to provide the Service on behalf of the Company, to perform services related to the Service, or to assist the Company in analyzing how the Service is used.
• User Account means a unique account created for you to access our Services or parts of our Services.
• Business Associate Agreement (BAA) means the agreement between Quantic Systems and Client governing Quantic Systems obligations with respect to PHI under HIPAA.

2. Your User Account

In order to use TasiPsych Services, you must create a User Account. In creating a User Account, you must provide Quantic Systems with accurate information, in good faith, and you agree to keep your information up to date if changes occur. You must not provide false account registration information.

In order to create a User Account, you must be at least 18 years old or older, or of the age of majority in your local jurisdiction, whichever is higher, and legally capable of forming a binding contract with Quantic Systems. Quantic Systems does not knowingly collect, either online or offline, personal information from persons under the age of thirteen.

If you use TasiPsych Services, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer and devices, and you agree to accept responsibility for all activities that occur under your User Account. You are responsible for ensuring that your login credentials are not shared with or accessible to unauthorized persons.

You may not assign or otherwise transfer your User Account to any other person or entity, whether free of charge or for consideration, without the prior written consent of Quantic Systems.

You acknowledge that Quantic Systems is not responsible for third-party access to your User Account that results from theft or misappropriation of your User Account.

Please contact Quantic Systems immediately if you believe your User Account has been compromised.

Quantic Systems and its associates reserve the right to refuse or cancel Services, terminate User Accounts, or remove or edit content in our sole discretion, without prior notice and without liability to you.

You shall acquire no rights to the Services, intellectual property or otherwise, other than those outlined by the Contract.

3. Privacy

Your use of TasiPsych’s Services is subject to TasiPsych’s Privacy Policy. Please review our Privacy Policy, which also governs the Services and informs users of our data collection practices. By using the Services, you consent to the collection, use, and sharing of your information as described in the Privacy Policy.

4. SMS and Electronic Communications

Using TasiPsych Services or sending emails to Quantic Systems constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically, via email, via SMS/text message, via push notification, and via our Services satisfy any legal requirement that such communications be in writing.

By providing your mobile phone number, you consent to receive SMS/text messages from TasiPsych related to your account, including but not limited to account verification, security alerts, service notifications, and marketing communications. Message and data rates may apply. You may opt out of marketing SMS messages at any time by replying STOP, but you acknowledge that certain transactional and security-related messages are necessary for the operation of the Services and cannot be opted out of while maintaining an active account.

You acknowledge and agree that electronic communications may not be encrypted and may be intercepted by third parties. Quantic Systems is not responsible for the security of communications transmitted through channels outside of the Services.

5. AI-Generated Content and Clinical Responsibility

Quantic Systems is not a healthcare provider. Quantic Systems does not practice medicine, provide medical advice, diagnose conditions, prescribe treatments, or render any clinical judgment. The Services are technology tools designed to assist licensed healthcare professionals in their clinical workflows.

All AI-Generated Content produced by the Services, including but not limited to clinical notes, progress notes, treatment plans, session summaries, clinical documents, letters, prior authorization documents, audit results, coding suggestions, and clinical recommendations, are decision-support tools only and do not constitute medical advice, clinical opinions, or professional recommendations from Quantic Systems.

You acknowledge and agree that:

• All AI-Generated Content may contain errors, omissions, inaccuracies, hallucinations, or clinically inappropriate content. Quantic Systems makes no representations or warranties whatsoever regarding the accuracy, completeness, reliability, timeliness, or clinical appropriateness of any AI-Generated Content.
• You, as the licensed clinician, bear sole and exclusive professional responsibility to review, verify, edit, correct, and approve all AI-Generated Content before using it for any purpose, including but not limited to incorporating it into medical records, submitting it to payers, sharing it with patients, or relying on it for clinical decision-making.
• AI-suggested CPT codes, ICD-10 codes, modifiers, and billing recommendations are informational only. You are solely responsible for the accuracy of all codes submitted to payers and for compliance with all applicable coding guidelines, including but not limited to CMS guidelines, AMA CPT guidelines, and payer-specific rules.
• AI-generated documents, including but not limited to letters to patients, referral letters, prior authorization requests, and appeal letters, must be reviewed, edited, and approved by you before use. Such documents do not constitute Quantic Systems clinical opinion or professional recommendation.
• AI-generated audit results and compliance suggestions are informational tools only and do not constitute legal, regulatory, or compliance advice. You are solely responsible for ensuring your practices comply with all applicable laws and regulations.
• You will not rely on AI-Generated Content as a substitute for your own professional clinical judgment, training, and expertise.
• Quantic Systems shall have no liability whatsoever for any clinical decisions made, actions taken, or documentation submitted based on AI-Generated Content, whether or not you reviewed or modified such content.

6. Audio Recording and Transcription

The Services may include features that enable audio recording and transcription of clinical sessions. By using these recording features, you acknowledge and agree to the following:

• You consent to the capture and processing of audio from clinical sessions through the Services.
• You are solely and exclusively responsible for obtaining all required consents and authorizations from patients, caregivers, and all other session participants before initiating any audio recording. Quantic Systems does not obtain consent from your patients or session participants on your behalf.
• You represent and warrant that you comply with all applicable federal, state, and local laws, regulations, and professional ethical standards regarding audio recording consent, including but not limited to the laws of two-party (all-party) consent jurisdictions. It is your sole responsibility to determine which laws apply to your recordings.
• Quantic Systems is not responsible for, and disclaims all liability arising from, your failure to obtain proper consent or your violation of any applicable recording consent laws.
• Audio recordings and transcription data are processed by Quantic Systems and its third-party service providers to generate clinical content and improve the Services. You acknowledge and consent to such processing.
• Transcriptions generated from audio recordings may contain errors, omissions, or inaccuracies. You are solely responsible for reviewing and correcting all transcription output before relying on it for any purpose.
• Quantic Systems makes no representations or warranties regarding the accuracy or completeness of any transcription.

7. Insurance Billing and Claims

The Services may include functionality to facilitate the submission of insurance claims to payers. By using billing and claims features, you acknowledge and agree to the following:

• Insurance claim submission is facilitated through third-party clearinghouse partners. Quantic Systems acts as a technology intermediary and is not itself a clearinghouse, billing service, or payer.
• You are solely and exclusively responsible for the accuracy, completeness, and truthfulness of all claim data submitted through the Services, including but not limited to CPT codes, ICD-10 codes, modifiers, place of service codes, units, dates of service, patient demographic information, and all supporting documentation.
• Quantic Systems does not guarantee claim acceptance, claim payment, any particular reimbursement outcome, or the timeliness of claim processing by any payer or clearinghouse.
• You are solely responsible for compliance with all applicable billing regulations, including but not limited to CMS guidelines, state Medicaid rules, commercial payer-specific requirements, the False Claims Act, the Anti-Kickback Statute, the Stark Law, and all other applicable anti-fraud statutes and regulations.
• Quantic Systems is not liable for claim denials, underpayments, overpayments, recoupments, take-backs, audits, investigations, penalties, fines, or any other adverse consequences arising from claim submissions made through the Services, regardless of whether AI-Generated Content was used in the preparation of such claims.
• You are solely responsible for timely filing of claims, appeals of denied claims, and resolution of any billing disputes with payers.

8. Patient Data and HIPAA

To the extent that Quantic Systems processes Protected Health Information (PHI) on your behalf, Quantic Systems acts as a Business Associate as defined under HIPAA. You acknowledge and agree to the following:

• You are responsible for executing a Business Associate Agreement (BAA) with Quantic Systems prior to transmitting, processing, or storing any PHI through the Services. If you have not executed a BAA with Quantic Systems, you must not use the Services to process PHI.
• Quantic Systems’s obligations with respect to the protection and use of PHI are governed by the BAA, not by these Terms and Conditions. In the event of any conflict between these Terms and the BAA with respect to PHI, the BAA shall control.
• You are solely responsible for obtaining all necessary patient consents and authorizations required under HIPAA, state privacy laws, and all other applicable regulations before processing patient information through the Services.
• You are solely responsible for the clinical content of all patient records maintained through the Services, regardless of whether such content was generated, suggested, or drafted by AI or other automated features of the Services.
• You are solely responsible for determining the minimum necessary PHI to be processed through the Services and for configuring your use of the Services accordingly.
• You are responsible for compliance with all applicable provisions of HIPAA, the HITECH Act, and all applicable state health information privacy laws.
• Quantic Systems shall not be liable for your failure to execute a BAA, your failure to obtain required patient consents, or your violation of any applicable privacy or security laws or regulations.

9. Third-Party Services

TasiPsych Services may contain links to other websites (“Linked Sites”). The Linked Sites are not under the control of Quantic Systems and Quantic Systems is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Quantic Systems is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Quantic Systems of the site or any association with its operators.

The Services rely on third-party providers for critical functions including, but not limited to, audio transcription, e-prescribing, insurance claim submission, data storage, and other operational functions. You acknowledge and agree to the following:

• Third-party services integrated into or used in connection with the Services are subject to their own terms of service, privacy policies, and other agreements. Quantic Systems does not control and is not responsible for the terms, policies, or practices of any third-party service provider.
• Quantic Systems is not liable for the acts, omissions, errors, failures, interruptions, security breaches, data loss, or any other conduct of any third-party service provider, regardless of whether Quantic Systems selected, recommended, or integrated such provider.
• Interruption, degradation, or discontinuation of any third-party service may affect the availability, functionality, or performance of certain features of the Services. Quantic Systems is not liable for any such interruption, degradation, or discontinuation.
• Certain Services may be delivered by a Service Provider. By using any TasiPsych Service you hereby acknowledge and consent that Quantic Systems may share information and data with any third-party with whom Quantic Systems has a contractual relationship to provide the requested product, service, or functionality on behalf of Quantic Systems users and customers.

10. No Unlawful or Prohibited Use / Intellectual Property

You are granted a non-exclusive, non-transferable, revocable license to access and use TasiPsych Services strictly in accordance with these Terms and Conditions. This license does not include the right to sublicense, resell, distribute, or make available the Services to any third party.

As a condition of your use of the Services, you warrant to Quantic Systems that you will not use the Services for any purpose that is unlawful or prohibited by these Terms and Conditions.

You may not use the Services in any manner that could damage, disable, overburden, or impair the Services or interfere with any other party’s use and enjoyment of the Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Services.

As a Client, you are responsible for all activity on your account. If you violate our Terms and Conditions, we may terminate the Client account without notice or refund.

Quantic Systems remains the sole owner of all intellectual property rights relating to the Services, including but not limited to all software, algorithms, machine learning models, trade secrets, methodologies, user interfaces, and documentation.

All content included as part of the Services, such as software, code, text, graphics, logos, images, as well as the compilation thereof, is the property of Quantic Systems or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.

You will not modify, publish, transmit, reverse engineer, decompile, disassemble, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, made available by the Services. You will not attempt to derive the source code, algorithms, or architecture of any component of the Services. TasiPsych content is not for resale.

Your use of the Services does not entitle you to make any unauthorized use of any protected content, and in particular, you will not delete or alter any proprietary rights or attribution notices in any content. You will use the protected content exclusively for professional purposes and for input into an electronic health record system, and will make no other use of the content without the express written permission of Quantic Systems and the copyright owner.

You agree that you do not acquire any ownership rights to any protected content. We do not grant you any licenses, express or implied, to the intellectual property of Quantic Systems or our licensors except as expressly authorized by these Terms and Conditions.

11. International Users

The Services are controlled, operated and administered by Quantic Systems from our offices within the USA. If you access the Service from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the TasiPsych Content accessed through our Services in any country or in any manner prohibited by any applicable laws, restrictions or regulations. The Services are not intended for use in jurisdictions where such use would violate applicable law or regulation.

12. Indemnification

You agree to indemnify, defend, and hold harmless Quantic Systems, its parent companies, subsidiaries, affiliates, officers, directors, employees, agents, successors, assigns, and third-party service providers, for any and all losses, costs, liabilities, damages, and expenses (including reasonable legal fees and costs of litigation) relating to or arising out of:

• Your use of or inability to use the Services;
• Any notes, documents, prescriptions, claims, or other content created, generated, modified, or submitted through your User Account;
• Your violation of any provision of these Terms and Conditions;
• Your violation of any rights of a third party, including any patient;
• Your violation of any applicable laws, rules, or regulations;
• Any claims of malpractice, negligence, or professional misconduct brought against you;
• Any penalties or disciplinary action imposed by your employer, licensing board, professional association, or any governmental or regulatory body;
• Any regulatory action, investigation, audit, fine, or penalty arising from your use of AI-Generated Content, including but not limited to actions by CMS, state Medicaid agencies, commercial payers, the OIG, or any other governmental or quasi-governmental body;
• Any claim arising from your failure to obtain proper consent for audio recording, including claims by patients, session participants, or regulatory bodies;
• Any claim arising from billing or coding errors, false claims, upcoding, unbundling, or any other billing-related violations, regardless of whether AI-Generated Content was used in preparing such claims;
• Any claim arising from your failure to comply with HIPAA, state privacy laws, or other data protection regulations;
• Any claim arising from inaccurate or incomplete credentialing information submitted through the Services.

This indemnification obligation shall survive the termination of your User Account and these Terms and Conditions.

Quantic Systems reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Quantic Systems in asserting any available defenses.

13. Arbitration

In the event the parties are not able to resolve any dispute between them arising out of or concerning these Terms and Conditions, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered by the American Arbitration Association, or a similar arbitration service selected by the parties, in a location mutually agreed upon by the parties.

The arbitrator’s award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns these Terms and Conditions, the prevailing party shall be entitled to recover its costs and reasonable attorney’s fees. The parties agree to arbitrate all disputes and claims in regards to these Terms and Conditions or any disputes arising as a result of these Terms and Conditions, whether directly or indirectly, including Tort claims that are a result of these Terms and Conditions. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute, including the scope and enforceability of this arbitration provision, shall be determined by the Arbitrator. This arbitration provision shall survive the termination of these Terms and Conditions.

14. Class Action Waiver

Any arbitration under these Terms and Conditions will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THEIR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both you and Quantic Systems agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

15. Liability Disclaimer

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SERVICES MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. QUANTIC SYSTEMS LLC AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SERVICES AT ANY TIME.

QUANTIC SYSTEMS LLC IS NOT A HEALTHCARE PROVIDER AND DOES NOT PRACTICE MEDICINE. THE SERVICES, INCLUDING ALL AI-GENERATED CONTENT, ARE PROVIDED AS TECHNOLOGY TOOLS ONLY AND DO NOT CONSTITUTE MEDICAL ADVICE, CLINICAL RECOMMENDATIONS, OR PROFESSIONAL OPINIONS OF ANY KIND.

QUANTIC SYSTEMS LLC AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, OR CLINICAL APPROPRIATENESS OF ANY AI-GENERATED CONTENT, INCLUDING BUT NOT LIMITED TO CLINICAL NOTES, TRANSCRIPTIONS, CODING SUGGESTIONS, BILLING RECOMMENDATIONS, AUDIT RESULTS, OR ANY OTHER OUTPUT PRODUCED BY ARTIFICIAL INTELLIGENCE OR MACHINE LEARNING MODELS. AI-GENERATED CONTENT MAY CONTAIN ERRORS, OMISSIONS, HALLUCINATIONS, OR CLINICALLY INAPPROPRIATE INFORMATION.

QUANTIC SYSTEMS LLC AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY OR COMPLETENESS OF ANY TRANSCRIPTION OF AUDIO RECORDINGS. TRANSCRIPTIONS ARE MACHINE-GENERATED AND MAY CONTAIN ERRORS.

QUANTIC SYSTEMS LLC DOES NOT GUARANTEE ANY PARTICULAR BILLING OUTCOME, CLAIM ACCEPTANCE, REIMBURSEMENT AMOUNT, OR PAYMENT TIMELINE. QUANTIC SYSTEMS LLC DOES NOT GUARANTEE THE ACCURACY OR CLINICAL APPROPRIATENESS OF ANY AI-SUGGESTED CPT CODES, ICD-10 CODES, MODIFIERS, OR OTHER BILLING DATA.

QUANTIC SYSTEMS LLC AND/OR ITS SUPPLIERS PROVIDE INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS WHICH SHOULD NOT BE INTERPRETED AS A GUARANTEE OR PREDICTIVE REPRESENTATION OF THE PERFORMANCE OR SUITABILITY FOR EACH USER. WHILE EFFORTS ARE MADE TO SHARE RELEVANT AND ACCURATE INFORMATION, THE RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS CONTAINED ON THE SERVICES ARE NOT GUARANTEED OR WARRANTED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. QUANTIC SYSTEMS LLC AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL QUANTIC SYSTEMS LLC AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, LOSS OF REVENUE, LOSS OF PATIENTS, LOSS OF BUSINESS OPPORTUNITIES, REGULATORY FINES OR PENALTIES, MALPRACTICE CLAIMS, LICENSING BOARD ACTIONS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SERVICES, WITH THE DELAY OR INABILITY TO USE THE SERVICES OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SERVICES, OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF QUANTIC SYSTEMS LLC OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS AND CONDITIONS, QUANTIC SYSTEMS LLC’S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OR YOUR USE OF THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO QUANTIC SYSTEMS DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS LIMITATION APPLIES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE.

BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES, OR WITH ANY OF THESE TERMS AND CONDITIONS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES.

16. Termination / Access Restriction

Quantic Systems reserves the right, at its sole discretion, to terminate your access to the Services and the related services or any portion thereof at any time, without notice and without liability to you. Upon termination, your right to use the Services immediately ceases. Quantic Systems may, but is not obligated to, provide you with a reasonable opportunity to export your data prior to termination, except where termination is due to your violation of these Terms and Conditions or applicable law.

You may terminate your account at any time by contacting Quantic Systems. Termination of your account does not relieve you of any obligation to pay fees accrued prior to termination, nor does it limit any liability you may have incurred during your use of the Services.

The following sections shall survive termination of these Terms and Conditions: Definitions, AI-Generated Content and Clinical Responsibility, Patient Data and HIPAA, Intellectual Property, Indemnification, Arbitration, Class Action Waiver, Liability Disclaimer, Governing Law, and any other provisions that by their nature should survive termination.

17. Governing Law

To the maximum extent permitted by law, this agreement is governed by the laws of the State of New Jersey, without regard to its conflict of law principles, and you hereby consent to the exclusive jurisdiction and venue of courts in New Jersey in all disputes arising out of or relating to the use of the Services. Use of the Services is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms and Conditions, including, without limitation, this section.

18. Relationship of the Parties

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Quantic Systems as a result of this agreement or use of the Services. You have no authority to bind Quantic Systems in any respect.

19. Compliance with Law

Quantic Systems’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Quantic Systems’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Services or information provided to or gathered by Quantic Systems with respect to such use.

20. Severability

If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.

21. Entire Agreement

Unless otherwise specified herein, this agreement, together with the Privacy Policy and any executed Business Associate Agreement, constitutes the entire agreement between the user and Quantic Systems with respect to the Services and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Quantic Systems with respect to the Services. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish of the parties that this agreement and all related documents be written in English.

22. Waiver

The failure of Quantic Systems to enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms and Conditions shall be effective only if in writing and signed by Quantic Systems.

23. Changes to Terms and Conditions

Quantic Systems reserves the right, in its sole discretion, to change the Terms and Conditions under which Services are offered at any time and without prior notice. The most current version of the Terms and Conditions will supersede all previous versions. Your continued use of the Services after any such changes constitutes your acceptance of the new Terms and Conditions. Quantic Systems encourages you to periodically review the Terms and Conditions to stay informed of our updates.

24. Contact Us

Quantic Systems welcomes your questions or comments regarding the Terms and Conditions:

Quantic Systems LLC (d/b/a TasiPsych)
Email: compliance@tasipsych.com
Website: www.tasipsych.com