These Terms of Use ("Terms") govern access to and use of the websites, software, applications, platforms, simulations, artificial intelligence features, virtual reality experiences, assessments, authoring tools, analytics, content, and related products and services offered by Ready AI, Inc. and its subsidiaries and affiliates, including Patient Ready, Inc. and Patient Ready, Ltd. (collectively, "ReadyAI," "we," "our," or "us").

Our products and services may be offered under the ReadyAI, Patient Ready, or other ReadyAI brands. Collectively, we refer to them in these Terms as the "Services."

The ReadyAI entity identified in an applicable order form, subscription agreement, statement of work, master services agreement, or other written agreement is the entity providing the applicable Services. If no entity is identified, the applicable provider is Ready AI, Inc.

1. Acceptance of These Terms

By accessing or using the Services, you agree to these Terms and our Privacy Policy.

If you use the Services on behalf of a company, educational institution, healthcare organization, government entity, or other organization ("Institution"), you represent that you are authorized to do so.

If your access is provided by an Institution, your use may also be governed by agreements between ReadyAI and that Institution and by the Institution's own policies.

If you do not agree to these Terms, you may not use the Services.

If you are not legally able to enter into a binding agreement, you may use the Services only with appropriate authorization from a parent, guardian, Institution, or other legally authorized party.

2. Our Services

ReadyAI provides software and technology for education, training, workforce development, simulation, assessment, skills development, performance readiness, and related purposes.

Depending on the product or configuration, the Services may include:

• Conversational or interactive artificial intelligence

• AI-generated or AI-controlled characters

• Screen-based and virtual reality simulations

• Training and assessment scenarios

• Performance and readiness assessments

• Adaptive learning and simulation experiences

• Authoring and publishing tools

• Learning and workforce analytics

• Scoring, feedback, and performance insights

• Audio, voice, text, visual, or multimodal interactions

• Administrative, reporting, and management tools

• Related content, software, APIs, and services

Services may differ by customer, product, geography, configuration, or applicable agreement.

3. Customer Agreements and Order of Precedence

Institutions may enter into separate agreements with ReadyAI, including master services agreements, order forms, statements of work, data processing agreements, business associate agreements, security agreements, or other written agreements ("Customer Agreements").

If these Terms conflict with a Customer Agreement applicable to your use of the Services, the Customer Agreement controls to the extent of the conflict.

Nothing in these Terms expands ReadyAI's rights to Customer Content, personal information, education records, protected health information, or other regulated data beyond the rights provided under an applicable Customer Agreement and applicable law.

4. Accounts and Authorized Users

Certain Services require an account.

You agree to provide accurate account information and to keep your account credentials secure.

Accounts are assigned to specific authorized users and may not be transferred, shared, sold, or made available to unauthorized persons.

Institutions may create, administer, suspend, modify, or terminate accounts for their authorized users.

You are responsible for activity occurring through your account to the extent permitted by applicable law.

ReadyAI may suspend or restrict access when reasonably necessary to address security concerns, suspected misuse, legal requirements, nonpayment, or violations of these Terms or an applicable Customer Agreement.

5. Acceptable Use

You may use the Services only for purposes authorized by ReadyAI, your Institution, and applicable law.

You may not:

• Use the Services for unlawful, fraudulent, deceptive, harmful, or abusive purposes.

• Attempt to gain unauthorized access to the Services, systems, accounts, networks, models, or data.

• Circumvent security, usage, access, licensing, or technical restrictions.

• Introduce malware, malicious code, or other harmful material.

• Interfere with the operation, availability, integrity, or security of the Services.

• Reverse engineer, decompile, disassemble, extract, discover, or attempt to derive source code, model parameters, prompts, system instructions, algorithms, scoring logic, or other protected technology except where such restriction is prohibited by law.

• Scrape, systematically download, reproduce, or extract content or data except through functionality expressly provided by ReadyAI.

• Access or use the Services for the purpose of developing, training, benchmarking, or improving a competing product or service without ReadyAI's written authorization.

• Record, publish, distribute, reproduce, or publicly disclose proprietary scenarios, assessments, answers, scoring methods, simulations, characters, content, or other ReadyAI materials without authorization.

• Share credentials or provide unauthorized access to another person.

• Submit content that violates applicable law or another person's privacy, confidentiality, intellectual property, or other rights.

• Use the Services to discriminate unlawfully or to make decisions in violation of employment, education, healthcare, consumer protection, privacy, or other applicable laws.

• Represent AI-generated content or assessments as having been independently verified by ReadyAI when they have not been.

• Use the Services for real-world patient diagnosis, treatment, emergency response, or clinical decision-making unless ReadyAI has expressly authorized such use in writing and the applicable product is legally permitted for that purpose.

6. Significant and High-Impact Decisions

ReadyAI Services may provide scores, assessments, recommendations, observations, analytics, or other outputs relating to a learner's, employee's, candidate's, or other user's performance.

Unless expressly authorized in a Customer Agreement, such outputs are intended to support human judgment and should not be used as the sole basis for decisions producing legal or similarly significant effects on an individual, including hiring, termination, promotion, compensation, academic progression, admission, credentialing, professional licensure, disciplinary action, patient care, or access to essential services.

Institutions remain responsible for determining whether and how they use ReadyAI outputs in such decisions and for providing any human review, notice, appeal, consent, explanation, or other safeguard required by applicable law.

7. Artificial Intelligence and Generated Outputs

The Services may use artificial intelligence, machine learning, large language models, generative technologies, automated assessment systems, or other computational technologies.

AI-generated or automated outputs may include dialogue, feedback, scores, recommendations, summaries, explanations, simulated behavior, or other content ("Outputs").

Because these technologies are probabilistic, Outputs may sometimes be inaccurate, incomplete, inconsistent, outdated, or inappropriate for a particular context.

Users and Institutions are responsible for applying appropriate professional judgment and human review before relying on Outputs.

Similar or identical inputs may produce different Outputs.

ReadyAI does not guarantee that an Output will be unique or that another user will not receive similar content.

8. Educational, Workforce, and Professional Use

The Services are tools for education, training, simulation, assessment, workforce development, and performance readiness.

ReadyAI does not independently determine whether an individual is qualified, competent, licensed, accredited, employable, promotable, or otherwise professionally suitable.

Unless expressly stated in an applicable Customer Agreement, use of the Services does not itself provide or constitute:

• Academic credit

• Professional licensure

• Certification

• Accreditation

• Employment qualification

• Credentialing

• Clinical competency

• Regulatory approval

• A guarantee of job, educational, examination, or professional performance

Institutions remain responsible for their educational programs, workforce policies, evaluation methods, accreditation obligations, employment practices, professional standards, and regulatory compliance.

9. Patient Ready and Healthcare-Specific Terms

Patient Ready products are intended primarily for healthcare education, training, simulation, and professional development.

Unless expressly identified in writing as a regulated product authorized for another purpose, Patient Ready and other ReadyAI Services:

• Are not healthcare providers.

• Do not provide medical advice, diagnosis, or treatment.

• Are not substitutes for professional clinical judgment.

• Are not substitutes for accredited education or supervised clinical experience.

• Are not intended to establish standards of care or scope of practice.

• Are not intended to make real-world patient care decisions.

• Are not medical devices or regulated clinical decision-support systems.

Healthcare practices, educational standards, protocols, professional requirements, and regulations may vary by jurisdiction and may change over time.

If Platform content or an Output conflicts with an applicable law, approved clinical protocol, institutional policy, professional standard, regulatory requirement, or other authoritative guidance, the authoritative guidance controls.

Healthcare professionals and Institutions are responsible for verifying information against current and applicable standards.

10. Virtual Reality and Physical Safety

Some Services may be used through virtual reality headsets or other immersive or interactive equipment.

Virtual reality and related technologies may cause dizziness, discomfort, eye strain, disorientation, fatigue, nausea, distraction, loss of balance, or injury.

Users should follow applicable hardware manufacturer instructions, maintain a safe physical environment, discontinue use if symptoms occur, and use appropriate supervision where necessary.

ReadyAI is not responsible for the condition, operation, or safety of third-party hardware.

11. Customer Content

"Customer Content" means information, content, materials, scenarios, instructions, prompts, documents, media, curricula, data, or other materials submitted to the Services by or on behalf of an Institution or user.

As between ReadyAI and the applicable Institution or user, ReadyAI does not claim ownership of Customer Content.

You grant ReadyAI a non-exclusive right to host, process, reproduce, transmit, display, adapt, and otherwise use Customer Content solely as reasonably necessary to provide, secure, maintain, support, and improve the Services and as otherwise permitted by an applicable Customer Agreement or law.

You represent that you have the rights and permissions necessary to submit Customer Content and authorize its processing.

Do not submit protected health information, confidential patient information, biometric identifiers, highly sensitive personal information, classified information, or other specially regulated data unless the applicable Customer Agreement expressly permits that information and any required legal or contractual safeguards are in place.

12. Intellectual Property

The Services and their underlying technology, software, source code, models, model configurations, system prompts, scoring systems, algorithms, simulations, characters, templates, workflows, user interfaces, designs, audiovisual materials, trademarks, documentation, assessment methodologies, analytics, and other intellectual property are owned by or licensed to ReadyAI.

Except for rights expressly granted under these Terms or a Customer Agreement, ReadyAI reserves all rights in the Services.

Subject to these Terms and any applicable Customer Agreement, ReadyAI grants authorized users a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the applicable subscription or authorized access period.

13. AI Outputs and Customer Use

To the extent permitted by applicable law and subject to third-party rights, customers and authorized users may use Outputs generated for them through the Services for their authorized education, training, assessment, workforce, or internal business purposes.

ReadyAI retains all rights in the underlying Services, technology, models, methodologies, scoring systems, templates, and other intellectual property used to produce an Output.

Nothing in these Terms guarantees that an AI-generated Output qualifies for copyright or other intellectual property protection.

14. Feedback

If you voluntarily provide suggestions, ideas, recommendations, or other feedback concerning the Services, you grant ReadyAI a worldwide, perpetual, irrevocable, royalty-free right to use that feedback for any lawful purpose without obligation or compensation to you.

This provision does not transfer ownership of Customer Content or personal information to ReadyAI.

15. Privacy and Data Protection

Our collection and processing of personal information is described in our Privacy Policy.

When ReadyAI processes personal information on behalf of an Institution, the applicable Institution may be the controller, business, educational agency, covered entity, or similar responsible organization under applicable law, and ReadyAI may act as a processor, service provider, contractor, school official, business associate, or similar service provider depending on the circumstances and applicable agreement.

Additional data protection obligations may be included in a Customer Agreement or data processing agreement.

16. FERPA and Education Records

Where the Family Educational Rights and Privacy Act ("FERPA") applies and the applicable legal requirements are satisfied, ReadyAI may process education records on behalf of an educational Institution as an outsourced service provider or school official with a legitimate educational interest.

ReadyAI will use FERPA-protected education records for authorized purposes and subject to applicable contractual and legal restrictions.

The educational Institution remains responsible for determining whether disclosure of education records to ReadyAI is permitted under FERPA, establishing any required direct control, and managing students' FERPA rights.

17. HIPAA and Protected Health Information

The Services are not intended to receive protected health information ("PHI") subject to the Health Insurance Portability and Accountability Act ("HIPAA") unless ReadyAI and the applicable customer have expressly agreed to such processing in writing and have entered into a Business Associate Agreement where required.

If a Business Associate Agreement applies, that agreement controls ReadyAI's use and disclosure of PHI.

Users must not enter PHI into Services or features that have not been expressly approved for that purpose.

18. Third-Party Services

The Services may integrate with or rely upon third-party software, hardware, artificial intelligence models, hosting providers, communications tools, identity providers, learning management systems, or other services.

Third-party services may be governed by separate terms or policies.

ReadyAI is not responsible for third-party services outside ReadyAI's reasonable control, except to the extent otherwise required by an applicable Customer Agreement or law.

19. Security and Responsible Vulnerability Disclosure

ReadyAI uses administrative, technical, and organizational safeguards designed to protect the Services and information processed through them.

No system can guarantee absolute security.

Users must promptly notify ReadyAI of suspected unauthorized access to their accounts.

Security researchers who believe they have identified a vulnerability in a ReadyAI service may contact security@patientready.net.

Researchers must act in good faith, avoid accessing or altering customer data, avoid disrupting the Services, and provide ReadyAI a reasonable opportunity to investigate and address the issue before public disclosure.

20. Suspension and Termination

ReadyAI may suspend or terminate access to the Services where reasonably necessary because of:

• A violation of these Terms or an applicable Customer Agreement.

• A security risk or suspected unauthorized activity.

• A legal or regulatory requirement.

• Nonpayment by the applicable customer.

• Conduct that creates material risk to ReadyAI, its customers, users, systems, or third parties.

Upon termination, rights to access the Services end except as otherwise provided in a Customer Agreement.

Provisions that by their nature should survive termination will remain in effect, including provisions concerning intellectual property, disclaimers, liability, and dispute resolution.

21. Disclaimer of Warranties

Except as expressly provided in a Customer Agreement, the Services are provided "as is" and "as available."

To the fullest extent permitted by applicable law, ReadyAI disclaims all express, implied, statutory, and other warranties, including warranties of merchantability, fitness for a particular purpose, accuracy, availability, non-infringement, and fitness for a particular educational, employment, professional, clinical, or regulatory purpose.

ReadyAI does not warrant that the Services will be uninterrupted or error-free or that every Output will be accurate, complete, or appropriate.

Nothing in these Terms excludes warranties or rights that cannot lawfully be excluded.

22. Limitation of Liability

To the maximum extent permitted by applicable law, ReadyAI and its subsidiaries, affiliates, officers, directors, employees, contractors, and agents will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, business opportunity, goodwill, or data, arising from or relating to the Services.

Except as otherwise provided in a Customer Agreement, ReadyAI's aggregate liability arising from or relating to the Services or these Terms will not exceed the amount paid to ReadyAI for the applicable Services during the twelve months immediately preceding the event giving rise to the claim.

For an individual user who has not directly paid ReadyAI for the Services, ReadyAI's aggregate liability will not exceed US$100, to the extent permitted by applicable law.

These limitations do not apply to liability that cannot legally be limited or excluded.

23. Indemnification

To the extent permitted by law, you agree to indemnify and hold harmless ReadyAI and its subsidiaries, affiliates, officers, directors, employees, and agents from third-party claims, losses, liabilities, and reasonable expenses arising from your unlawful use of the Services, your material violation of these Terms, or Customer Content you submit in violation of another person's rights.

An Institution's indemnification obligations, if any, are governed by its applicable Customer Agreement.

24. Export Controls and Sanctions

You may not use, export, re-export, transfer, or make the Services available in violation of applicable export-control, sanctions, or trade laws.

You represent that you are not prohibited from receiving the Services under applicable law.

25. Governing Law and Dispute Resolution

Unless an applicable Customer Agreement provides otherwise, these Terms are governed by the laws of the State of North Carolina, United States, without regard to its conflict-of-law principles.

To the extent permitted by applicable law, disputes arising from these Terms that cannot be resolved informally will be resolved through binding arbitration administered by the American Arbitration Association under its applicable rules.

Nothing in this section prevents either party from seeking temporary or injunctive relief to protect intellectual property, confidential information, data, or system security.

Mandatory consumer, privacy, employment, education, or other statutory rights available under applicable local law are not waived by this section.

For users in the United Kingdom, European Economic Area, or other jurisdictions where mandatory local law provides different rights concerning jurisdiction or dispute resolution, those mandatory rights remain available.

26. United Kingdom Users

For UK users and Institutions, nothing in these Terms excludes or limits rights that cannot be excluded or limited under applicable UK law.

Patient Ready, Ltd. or another ReadyAI entity may provide or support Services in the United Kingdom as specified in an applicable Customer Agreement.

UK healthcare and educational users remain responsible for compliance with applicable NHS requirements, professional standards, institutional policies, and guidance from relevant professional and regulatory bodies.

27. Changes to the Services or Terms

ReadyAI may modify or discontinue features of the Services from time to time.

We may also update these Terms to reflect changes in our Services, business, technology, law, or regulatory requirements.

The current version will be posted on the applicable ReadyAI or Patient Ready website with an updated effective date.

Where required by law or an applicable Customer Agreement, we will provide additional notice of material changes.

28. General Terms

If any provision of these Terms is found unenforceable, the remaining provisions remain in effect.

Failure by ReadyAI to enforce a provision does not waive its right to enforce it later.

You may not assign your rights under these Terms without ReadyAI's consent, except where applicable law provides otherwise.

ReadyAI may assign these Terms in connection with a reorganization, merger, acquisition, financing, sale of assets, or transfer of the applicable business or Services.

These Terms, together with any applicable Customer Agreement, constitute the applicable agreement concerning your use of the Services.

29. Contact Us

Questions concerning these Terms may be sent to: Ready AI, Inc. at legal@wearereadyai.com