Terms of Service
Effective date: April 5, 2026
1. Acceptance of Terms
By accessing or using VynMed Inc. ("the Company") services, including the VynScan automated drug test strip reader and associated software (collectively, "the Service"), you agree to be bound by these Terms of Service. If you do not agree to these terms, please do not use the Service.
2. Description of Service
VynScan is an automated drug test strip reader designed to assist nursing facilities and healthcare providers in workflow documentation and testing procedures. The Service includes:
- Image capture and analysis of drug test strips using computer vision technology
- Automated interpretation of test strip results
- Digital storage and retrieval of test documentation
- Integration with facility management systems
Important Disclaimer: VynScan is designed to assist healthcare providers in documenting and reviewing test results. VynScan is not cleared by the FDA as a medical device and does not diagnose, treat, cure, prevent, or mitigate any disease. All results provided by VynScan are intended for assistive purposes only and must not be used as a substitute for professional clinical judgment, direct observation, or established facility protocols. A licensed healthcare professional must review all results and make final determinations.
3. User Accounts & Responsibilities
3.1 Account Creation
To use the Service, authorized facility representatives must create an account and provide accurate facility information. The Company reserves the right to verify facility status and may request supporting documentation.
3.2 User Responsibilities
Account holders agree to:
- Maintain confidentiality of login credentials
- Ensure only authorized personnel access the account
- Comply with all applicable healthcare regulations and facility policies
- Report any unauthorized access or security concerns immediately
- Provide accurate and current facility information
3.3 Professional Operation
Users acknowledge that VynScan must be operated only by qualified personnel in compliance with all facility protocols, licensing requirements, and applicable state and federal regulations. The Company does not provide medical or clinical training; facilities are responsible for ensuring proper operator training and competency.
4. Facility Agreements
Use of VynScan by healthcare facilities is governed by a separate Pilot Agreement or Subscription Agreement ("Facility Agreement"). The terms of the applicable Facility Agreement control the specific rights and obligations related to facility access, usage rights, payment terms, and performance requirements. In the event of conflict between these Terms of Service and a Facility Agreement, the Facility Agreement controls with respect to facility-specific terms.
5. Intellectual Property
5.1 Company Ownership
VynScan incorporates proprietary technology protected under U.S. Patent 12,308,098 B1 and other intellectual property. All software, algorithms, user interfaces, documentation, and content related to the Service ("Company IP") are owned exclusively by VynMed Inc. or its licensors.
5.2 Limited License
The Company grants users a limited, non-exclusive, non-transferable license to use the Service solely for lawful facility operations as permitted by the applicable Facility Agreement. This license does not include the right to:
- Reverse engineer, disassemble, or decompile the Service
- Create derivative works or modifications
- Rent, lease, or loan the Service
- Transfer or sublicense rights to third parties
- Remove or alter proprietary notices
5.3 User Content
Facilities retain ownership of test result data and associated documentation. However, the Company may use de-identified, aggregated data for purposes of system improvement, research, and operational optimization, subject to privacy law compliance.
6. Disclaimers & Limitations of Liability
6.1 Service Disclaimer
THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. THE COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR PRODUCE RESULTS THAT ALIGN WITH PROFESSIONAL CLINICAL DETERMINATIONS. VynScan is a workflow documentation tool and may contain errors or limitations in image analysis.
6.2 FDA Status Disclaimer
VynScan is NOT FDA-cleared, approved, or classified as a medical device. Results from VynScan do not constitute medical diagnosis and must not be relied upon as the sole basis for patient care decisions. A licensed healthcare professional must independently verify all results using established protocols.
6.3 No Medical Advice
The Service does not provide medical advice, diagnosis, or treatment recommendations. The Company is not providing healthcare services. Users must consult qualified healthcare professionals regarding any health-related decisions.
6.4 Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY SHALL NOT BE LIABLE FOR:
- Any indirect, incidental, special, or consequential damages
- Loss of revenue, profits, data, or use
- Clinical outcomes or patient harm resulting from use or misuse of the Service
- Errors in image analysis or result interpretation
- Service interruptions or data loss
The total liability of the Company for any claim shall not exceed the fees paid by the facility in the 12 months preceding the claim.
7. HIPAA & Data Handling
7.1 Health Information
The Service is designed to handle Protected Health Information (PHI) subject to the Health Insurance Portability and Accountability Act (HIPAA). The Company provides a Business Associate Agreement (BAA) framework with healthcare facilities to establish the terms for handling Protected Health Information (PHI). All PHI handling is subject to the terms of the applicable BAA and the Company's Privacy Policy.
7.2 Data Security
The Company implements industry-standard security measures designed to support HIPAA compliance pathway. However, the Company cannot guarantee absolute security against all threats. Facilities are responsible for implementing their own access controls and security protocols consistent with applicable data protection requirements.
7.3 Privacy Policy
For complete information on how the Company collects, uses, and protects data, please refer to the Privacy Policy.
8. Prohibited Uses
Users agree NOT to:
- Use the Service for any unlawful purpose or in violation of applicable laws
- Attempt to gain unauthorized access to the Service or its systems
- Interfere with or disrupt the functionality or availability of the Service
- Use the Service outside the scope of the applicable Facility Agreement
- Share login credentials with unauthorized individuals
- Transmit malware, viruses, or malicious code
- Use the Service to harvest or collect data without authorization
- Falsify test results or manipulate data
- Represent VynScan results as FDA-approved or clinically validated beyond design parameters
- Use the Service in any manner that could harm patients or violate facility protocols
9. Termination
9.1 Termination by Facility
Facilities may terminate the Service in accordance with the terms of the applicable Facility Agreement.
9.2 Termination by Company
The Company may suspend or terminate access to the Service if:
- The facility materially breaches these Terms or the Facility Agreement
- The facility fails to comply with applicable laws or regulations
- There is evidence of misuse or prohibited conduct
- The facility fails to maintain required payment or compliance status
9.3 Effect of Termination
Upon termination, the facility's access to the Service will be revoked. The Company may, in its discretion, retain de-identified data for operational and analytical purposes. Facilities remain responsible for compliance with record retention requirements.
10. Governing Law
These Terms of Service shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. Any legal action or proceeding arising under these Terms shall be brought exclusively in the state or federal courts located in New Castle County, Delaware.
11. Changes to Terms
The Company reserves the right to modify these Terms of Service at any time. Changes become effective upon posting to the website or notice to the facility. Continued use of the Service after modifications constitutes acceptance of the updated Terms. Facilities will be notified of material changes via email or facility portal.
12. Contact Information
For questions regarding these Terms of Service, facility agreements, or to report compliance concerns, please contact:
13. Severability
If any provision of these Terms is found to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid, or if not possible, shall be severed. The remainder of these Terms shall continue in full force and effect.
14. Entire Agreement
These Terms of Service, together with the applicable Facility Agreement, Privacy Policy, and any Business Associate Agreement, constitute the entire agreement between the facility and the Company regarding the Service and supersede all prior negotiations, understandings, and agreements.