Terms of Service

By accessing or using unmiri.com (the “Site”) or any service provided by UNMIRI LLC, you agree to be bound by these Terms of Service (“Terms”). If you do not agree, do not access the Site or use the services.

These Terms are entered into between you (if you represent an organization, you and your organization, collectively “you”) and UNMIRI LLC, a Pennsylvania limited liability company headquartered in Langhorne, Pennsylvania (PA Entity #0013556484).

UNMIRI develops software that converts 500-page next-generation sequencing (NGS) reports into 2-page clinical decision-support summaries for oncologists. The software architecture uses a GraphRAG knowledge graph grounded in OncoKB, ClinVar, ClinicalTrials.gov, and openFDA drug labels; deterministic templates render the final output. More detail on the architecture is at /product.

These Terms govern your use of the Site. The following are governed by separate executed agreements, not by these Terms:

• API and pilot services — governed by a Master Services Agreement (MSA) executed between UNMIRI and the customer.
• Processing of Protected Health Information (PHI) — governed by a Business Associate Agreement (BAA) executed between UNMIRI and the HIPAA-covered entity.

Where an MSA or BAA conflicts with these Terms, the MSA or BAA controls with respect to the subject matter of that agreement.

The Site is intended for business use by diagnostic laboratories, healthcare professionals, and related organizations. You must be at least 18 years old and legally capable of entering into a contract. If you access the Site on behalf of an organization, you represent that you have authority to bind that organization.

If UNMIRI provides you with account credentials, you agree to:

• Provide accurate and complete information.
• Keep credentials confidential and promptly notify UNMIRI of any unauthorized use.
• Be responsible for activity performed under your account.

You agree not to:

• Reverse engineer, decompile, disassemble, or attempt to extract source code or underlying algorithms from the Site or services, except as expressly permitted by applicable law.
• Use the Site or services to infringe any third party's intellectual property, privacy, or other rights.
• Transmit Protected Health Information through the Site outside an executed BAA and the agreed API endpoints.
• Probe, scan, or disrupt the Site's security; bypass authentication, rate limits, or access controls.
• Use the Site or services in violation of any applicable law, including HIPAA, healthcare regulations, or export controls.
• Resell, sublicense, or otherwise commercialize the services without written authorization from UNMIRI.
• Use automated means to scrape, harvest, or copy content from the Site, except as permitted for search engine indexing and accessibility.

UNMIRI's rights

UNMIRI and its licensors retain all right, title, and interest in and to the Site, the services, the knowledge graph, templates, models, documentation, and all related intellectual property, including all trademarks, copyrights, patents, and trade secrets. Nothing in these Terms transfers ownership of that intellectual property to you.

Your rights

You retain ownership of data you provide. Use of customer data and PHI is governed by the applicable MSA and BAA, not by these Terms.

Feedback

If you provide feedback or suggestions about the Site or services, UNMIRI may use it without obligation to you, and you grant UNMIRI a perpetual, irrevocable, royalty-free license to use, copy, modify, and distribute it for any purpose.

Website data: personal information you submit via the Site (contact forms, correspondence) is processed per our Privacy Policy.

PHI:UNMIRI receives and processes PHI only under an executed BAA. The BAA defines UNMIRI's permitted uses and disclosures, security safeguards, subcontractor arrangements, breach notification obligations, and retention and return/destruction terms.

Customer-data ownership: as between the parties, the customer retains all right, title, and interest in and to customer data, including PHI. UNMIRI does not sell customer data. UNMIRI does not use customer PHI to train machine-learning models.

Fees for UNMIRI services are set in individual Master Services Agreements executed with each customer. Pilot engagements may be offered free of charge, at reduced fees, or under separate pilot agreement terms.

Where fees apply under an MSA, payment, invoicing, taxes, and late-fee terms are governed by that MSA. These Terms do not obligate you to pay for website use.

These Terms apply from when you first access the Site and continue until either you stop using the Site or UNMIRI terminates your access.

UNMIRI may suspend or terminate your access to the Site at any time, with or without notice, for any reason, including for breach of these Terms, suspected unauthorized activity, or legal requirement.

Termination of these Terms does not affect the terms of an executed MSA or BAA, which govern data return, destruction, and post-termination obligations on their own schedules.

Sections 6, 7, 10, 11, 12, 13, 14, 15, 16, 17 and any other provisions that by their nature should survive termination will survive.

THE SITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNMIRI DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY.

UNMIRI DOES NOT WARRANT THAT: (a) THE SITE OR SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; (b) OUTPUTS WILL BE COMPLETE, ACCURATE, OR SUITABLE FOR ANY PARTICULAR PATIENT OR TREATMENT DECISION; OR (c) DEFECTS WILL BE CORRECTED.

The clinical decision-support disclaimer at the top of this page controls over any conflicting provision. UNMIRI does not practice medicine and does not replace the professional judgment of a licensed physician.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNMIRI AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATED TO THE SITE OR THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF UNMIRI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

UNMIRI'S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS FOR WEBSITE USE IS LIMITED TO ONE HUNDRED U.S. DOLLARS ($100).

The limitations in this Section apply to website use only. Liability for API and pilot services is governed by the MSA; liability for PHI is governed by the BAA. Some jurisdictions do not allow the exclusion or limitation of certain damages, so portions of this Section may not apply to you.

You agree to defend, indemnify, and hold harmless UNMIRI and its officers, directors, employees, and agents from and against all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with: (a) your breach of these Terms; (b) your violation of applicable law; or (c) your violation of any third-party right through your use of the Site.

UNMIRI's indemnification obligations, if any, are set forth in the applicable MSA or BAA.

These Terms are governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflict-of-laws principles. The parties submit to the exclusive jurisdiction and venue of the state and federal courts located in Bucks County, Pennsylvania, for any action arising out of or related to these Terms.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

Before filing any legal claim arising out of these Terms, the parties will attempt to resolve the dispute informally by written notice to the other party. The notice must describe the dispute and the requested resolution. If the dispute is not resolved within 30 days of the notice, either party may pursue legal remedies.

To the extent permitted by law, each party waives the right to a jury trial and the right to participate in a class action or class arbitration.

UNMIRI may update these Terms from time to time. Material changes will be posted here with an updated “Last updated” date. Changes that affect existing customers under an MSA will be communicated via email with reasonable notice before taking effect. Continued use of the Site after a change constitutes acceptance.

Entire agreement

These Terms, together with the Privacy Policy and, where applicable, any executed MSA and BAA, constitute the entire agreement between you and UNMIRI regarding the subject matter and supersede all prior or contemporaneous communications.

Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect.

No waiver

Failure to enforce any right or provision is not a waiver of that right or provision. Any waiver must be in writing and signed by UNMIRI.

Assignment

You may not assign these Terms without UNMIRI's prior written consent. UNMIRI may assign these Terms without restriction, including in connection with a merger, acquisition, or sale of assets.

Force majeure

Neither party is liable for delay or failure in performance caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, internet outages, or government action.

Notices

Notices to UNMIRI must be sent to legal@unmiri.com. If a postal address is required, contact legal@unmiri.com and we will provide our current mailing address. Notices to you may be sent to the email address on file or posted on the Site.

• Legal: legal@unmiri.com
• General: hello@unmiri.com
• Compliance and BAA: compliance@unmiri.com
• Security: security@unmiri.com
• Postal: UNMIRI LLC, Langhorne, Pennsylvania, United States. For the full postal address, contact legal@unmiri.com.