Terms and Conditions
specode.ai
EffectiveDate: June 17, 2026 • Last Updated: June 17, 2026
Pleaseread these Terms and Conditions ("Terms") carefully before accessingor using the Specode platform ("Platform", "Service").These Terms constitute a legally binding agreement between you("Customer", "User") and Specode, Inc., a Wyomingcorporation headquartered in Irvine, California ("Specode","we", "us", "our").
Byaccessing the Platform, creating an account, or executing an Order Form, youagree to be bound by these Terms. If you do not agree, do not use the Service.
1.Description of Service
Specodeis a SaaS platform that enables healthcare software developers, digital healthfounders, and healthcare organizations to build, deploy, and manageproduction-grade healthcare applications. Core capabilities include:
• HIPAA-aligned infrastructure with pre-builtsecurity controls and audit-ready architecture
• React and Convex-based application developmentframework
• Managed staging environments for development andtesting
• Production app hosting with HIPAA-compliantsecurity controls
• Pre-built components, APIs, and integrations forhealthcare use cases
• AI-powered HIPAA Security Agent for compliancemonitoring
• Enterprise support tiers with dedicatedonboarding and technical assistance
Specodereserves the right to modify, update, or discontinue features of the Platformat any time, with notice provided to active subscribers.
2.Third-Party Integrations
2.1 Natively SupportedIntegrations
Proplan Customers have access to the following natively supported third-partyintegrations as part of their subscription:
• Convex — backend infrastructure and database
• Better Auth — authentication and user management
• Mailgun — transactional email delivery
Specodeprovides support and maintenance for these integrations within the Platform.The list of natively supported integrations is subject to change at Specode'ssole discretion. Specode will provide reasonable notice to active Pro planCustomers of any material changes to supported integrations.
2.2 Customer-ManagedIntegrations
Any APIintegrations, services, or third-party tools outside of the natively supportedintegrations listed in Section 2.1 are the sole responsibility of the Customer.This includes configuration, maintenance, security, compliance, and any costsassociated with those services. Specode provides no support, warranty, orliability coverage for Customer-managed integrations, and their use does notalter the scope of any BAA executed with Specode.
3.Eligibility and Account Registration
To useSpecode, you must: (a) be at least 18 years of age; (b) have the authority tobind the entity you represent to these Terms; and (c) provide accurate,complete registration information.
You areresponsible for maintaining the confidentiality of your account credentials andfor all activity that occurs under your account. You must notify Specodeimmediately at legal@specode.ai of any unauthorized access or suspectedsecurity breach.
4.Subscriptions, Pricing, and Payment
4.1 Subscription Plans
Specodeoffers tiered subscription plans with pricing and feature sets as described onthe Specode pricing page. Custom plans are subject to separately negotiatedterms and an executed Order Form.
4.2 Billing and Payment
Subscriptionfees are billed in advance on a monthly or annual basis, as selected at time ofpurchase. All fees are due upon invoice and are non-refundable except asexpressly stated herein. Specode reserves the right to suspend access foraccounts with overdue balances exceeding 10 calendar days.
4.3 Price Changes
Specodemay modify pricing upon 30 days written notice to active subscribers. Continueduse of the Platform after the effective date of a price change constitutesacceptance of the new pricing.
4.4 Taxes
Allfees are exclusive of applicable taxes. Customer is responsible for all sales,use, GST, VAT, or similar taxes arising from use of the Platform, except fortaxes based on Specode's net income.
5.HIPAA Compliance and Data Security
5.1 Production App Hosting andBAA
Customerswho deploy applications to production through Specode's managed app hostingservice will execute a Business Associate Agreement (BAA) covering PHIprocessed within that hosted environment. The terms and execution process ofthe BAA are governed by the BAA document itself.
5.2 Data Security
Upondeployment to Specode's managed production hosting environment, Specode ensuresCustomer data is protected in transit (TLS 1.2+) and at rest (AES-256), withaccess restricted through role-based controls and audit logging. These securitycontrols apply to the production hosting environment only and do not extend tostaging or development environments.
5.3 PHI Outside of ProductionHosting
PHImust not be uploaded or processed in any environment outside of Specode'smanaged production hosting service, including staging and developmentenvironments. Violation of this restriction is a material breach of these Termsand may result in immediate account suspension.
5.4 Customer ComplianceResponsibility
Specode'sBAA covers PHI within the managed production hosting environment. Customersremain solely responsible for ensuring their applications and any integrationswith third-party services comply with all applicable HIPAA requirements.Specode does not provide legal or regulatory compliance advice.
5.5 Audit Log Access
UponCustomer request, Specode will make available audit logs generated within themanaged production hosting environment relevant to Customer’s applications anddata. Logs will be provided in a machine-readable format within 10 businessdays of request. Availability of audit logs is subject to Specode’s dataretention policy.
5.6 Infrastructure Transparency
Specodewill, upon reasonable written request, provide Customer with documentationdescribing the infrastructure architecture supporting Customer’s productionenvironment, including hosting provider, data residency, encryption standards,and access controls. Such documentation is Specode Confidential Information andis provided solely to support Customer’s compliance and audit obligations.
6.Data Privacy
Specodeprocesses Customer data solely to operate and deliver the Service to Customer.Specode does not sell Customer data or use Customer data for advertising ormarketing purposes.
7.Acceptable Use Policy
Youagree to use the Platform only for lawful purposes and in accordance with theseTerms. You must not:
• Use the Platform in any manner that violatesapplicable federal, state, or local law, including HIPAA or the HITECH Act
• Upload, process, or transmit PHI outside ofSpecode's managed production hosting environment
• Attempt to gain unauthorized access to anyportion of the Platform or its related systems
• Interfere with or disrupt the integrity orperformance of the Platform
• Reverse engineer, decompile, or disassemble anyportion of the Platform
• Sublicense, resell, or otherwise transfer accessto the Platform without Specode's prior written consent
• Use the Platform to develop a competing productor service
• Upload or transmit malicious code, viruses, orany content designed to harm the Platform or its users
Specodereserves the right to suspend or terminate accounts that violate thisAcceptable Use Policy, with or without prior notice.
8.Intellectual Property
8.1 Specode IP
Specoderetains all right, title, and interest in and to the Platform, including allsoftware, algorithms, designs, trademarks, documentation, and the systems thatgenerate, suggest, or correct code. These Terms do not grant Customer anyownership interest in Specode IP. Specode's ownership covers the Platform andthe technology that powers it, but not the output the Platform generates forCustomer, which is Customer Content under Section 8.2.
8.2 Customer IP
Customerretains all right, title, and interest in and to the data, content, code, andapplications that Customer creates or generates using the Platform. Specodeshall not repurpose, resell, sublicense, or transfer Customer code orapplications to any third party for any purpose. Where Customer code istemporarily stored in Specode’s organizational infrastructure (includingversion control repositories) during development or deployment, such coderemains the exclusive property of Customer and shall be transferred toCustomer’s designated repository upon request within 5 business days. Customershall have the right to export their code and applications at any time duringthe subscription term and for 60 days following termination. Customer grantsSpecode a limited, non-exclusive license to process Customer Content solely asnecessary to operate and deliver the Service.
8.3 Feedback
IfCustomer provides feedback, suggestions, or ideas regarding the Platform,Customer grants Specode a non-exclusive license to use such feedback solely toimprove the Platform, provided that Specode will not disclose Customer’sidentity or any Customer Confidential Information in connection with such use.
8.4 No AI Training
Specodewill not use Customer Content -- including any code, data, configurations,prompts, or applications created, generated, or uploaded by Customer on thePlatform -- to train, fine-tune, benchmark, or otherwise develop any artificialintelligence or machine learning model, whether operated by Specode or anythird party. This restriction applies regardless of whether Customer Contenthas been aggregated or de-identified.
9.Confidentiality
Eachparty agrees to maintain the confidentiality of the other party's non-publicinformation using at least the same degree of care used to protect its ownconfidential information, but no less than reasonable care. ConfidentialInformation does not include information that: (a) is or becomes publicly knownthrough no breach of these Terms; (b) was rightfully known prior to disclosure;or (c) is independently developed without use of the Confidential Information.This obligation survives termination of these Terms for three (3) years.
10.Warranties and Disclaimers
10.1 Specode Warranties
Specodewarrants that: (a) it has the right and authority to enter into these Terms; (b)the Platform will perform materially in accordance with its documentationduring the applicable subscription term; and (c) Specode will comply withapplicable law in providing the Service.
10.2 Disclaimer of Warranties
EXCEPTAS EXPRESSLY SET FORTH IN SECTION 10.1, THE PLATFORM IS PROVIDED "ASIS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. SPECODEDISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.SPECODE DOES NOT WARRANT THAT THE PLATFORM WILL BE ERROR-FREE, UNINTERRUPTED,OR THAT DEFECTS WILL BE CORRECTED.
ThePlatform is a development and deployment tool and is not a substitute forqualified legal, regulatory, or compliance advice. Customers are solely responsiblefor ensuring their applications meet all applicable regulatory requirements.
11.Limitation of Liability
TO THEMAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SPECODE BE LIABLEFOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES,INCLUDING LOSS OF PROFITS, DATA, BUSINESS GOODWILL, OR REVENUE, ARISING OUT OFOR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OFSUCH DAMAGES.
SPECODE'STOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOTEXCEED THE FEES PAID BY CUSTOMER TO SPECODE IN THE 12 MONTHS PRECEDING THECLAIM. FOR CUSTOM PLAN CUSTOMERS, THE LIABILITY CAP SHALL BE AS SPECIFIED INTHE APPLICABLE ORDER FORM.
12.Indemnification
Customeragrees to indemnify, defend, and hold harmless Specode and its officers,directors, employees, and agents from and against any claims, liabilities,damages, losses, and expenses (including reasonable attorneys' fees) arisingout of or related to: (a) Customer's use of the Platform in violation of theseTerms; (b) Customer's violation of applicable law, including HIPAA; (c) any PHIprocessed by Customer outside of the managed production hosting environment;(d) Customer-managed integrations outside of Specode's natively supported integrations;or (e) any third-party claims arising from Customer Content or applicationsbuilt on the Platform.
Specodeagrees to indemnify, defend, and hold harmless Customer from and against anythird-party claims alleging that the Platform, as provided by Specode and usedin accordance with these Terms, infringes any third-party intellectual propertyright. Specode’s indemnification obligation does not apply to claims arisingfrom Customer modifications, Customer Content, or use of the Platform in combinationwith third-party services not authorized by Specode.
13.Term and Termination
13.1 Term
TheseTerms are effective upon Customer's first access to the Platform and continueuntil terminated by either party as provided herein.
13.2 Termination by Customer
Customermay cancel a subscription at any time through the account dashboard or bycontacting support@specode.ai. Cancellations take effect at the end of thecurrent billing cycle. No refunds are provided for partial billing periodsunless required by applicable law.
13.3 Termination by Specode
Specodemay suspend or terminate Customer's account: (a) immediately if Customermaterially breaches these Terms, including unauthorized PHI processing; (b)upon 30 days notice for any non-material reason; or (c) immediately if requiredby applicable law or court order.
13.4 Effect of Termination
Upontermination, Customer's right to access the Platform ceases immediately.Specode will make Customer data available for export for 60 days followingtermination, after which Specode may delete Customer data in accordance withits data retention policy. Upon request, Specode will provide Customer with acomplete export of their code, application configuration, and data in aportable, non-proprietary format. Provisions that by their nature shouldsurvive termination, including confidentiality, indemnification, limitation ofliability, and governing law, will survive.
14.Service Levels and Support
Servicelevels for managed production hosting environments, including uptime targets,maintenance windows, and any associated credits or remedies, are governed bythe SLA Addendum executed between the parties. In the absence of an executedSLA Addendum, Specode will use commercially reasonable efforts to maintainavailability of the Platform.
Stagingand development environments are provided as-is without uptime guarantees orSLA coverage. PHI must not be introduced into staging or developmentenvironments under any circumstances, as specified in Section 5.3.
ForStarter and Pro plans, Specode provides email support at support@specode.aiwith commercially reasonable response times. Custom plan support terms arespecified in the applicable Order Form.
15.Governing Law and Dispute Resolution
TheseTerms are governed by and construed in accordance with the laws of the State ofCalifornia, without regard to its conflict of law provisions.
Anydispute arising out of or relating to these Terms that cannot be resolvedinformally shall be submitted to binding arbitration in Orange County,California under the rules of the American Arbitration Association (AAA),except that either party may seek injunctive or other equitable relief in acourt of competent jurisdiction to prevent irreparable harm. EACH PARTY WAIVESANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THESETERMS.
16.Modifications to Terms
Specodereserves the right to update or modify these Terms at any time. For materialchanges, Specode will provide at least 30 days notice via email or in-platformnotification prior to the effective date of the change. Continued use of thePlatform after the effective date constitutes acceptance of the revised Terms.
17.General Provisions
17.1 Entire Agreement
TheseTerms, together with any executed Order Forms, constitute the entire agreementbetween the parties. For Custom plan Customers, the executed Order Form and anyattachments take precedence over these Terms in the event of a conflict.
17.2 Severability
If anyprovision of these Terms is found to be unenforceable, that provision will bemodified to the minimum extent necessary to make it enforceable, and theremaining provisions will continue in full force and effect.
17.3 Waiver
Failureto enforce any provision of these Terms does not constitute a waiver ofSpecode's right to enforce that provision in the future.
17.4 Assignment
Customermay not assign these Terms or any rights hereunder without Specode's priorwritten consent. Specode may assign these Terms in connection with a merger,acquisition, or sale of substantially all of its assets, with notice toCustomer.
17.5 Force Majeure
Neitherparty will be liable for delays or failures in performance resulting fromcauses beyond their reasonable control, including acts of God, cyberattacks,internet outages, government actions, or natural disasters.
17.6 Notices
Legalnotices to Specode should be sent to legal@specode.ai or by mail to Specode,Inc., Irvine, CA. Notices will be deemed received when delivered by email withconfirmation of receipt, or 3 business days after mailing.
17.7 Professional Services
Specodemay offer Professional Services, including regulatory advisory, SaMD compliancesupport, custom development, and integration services, under separatelyexecuted Statements of Work or Order Forms. Professional Services terms governthe scope, deliverables, and fees for such engagements and take precedence overthese Terms where there is a conflict specific to the services describedtherein.
Questions? Contact Us
Specode,Inc. • Irvine, California
legal@specode.ai • support@specode.ai • specode.ai