Terms and Conditions

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Last Updated: April 2, 2026

Please read these Terms and Conditions ("Terms") carefully before accessing or using the Specode platform ("Platform", "Service"). These Terms constitute a legally binding agreement between you ("Customer", "User") and Specode, Inc., a Wyoming corporation headquartered in Irvine, California ("Specode", "we", "us", "our").

By accessing the Platform, creating an account, or executing an Order Form, you agree to be bound by these Terms. If you do not agree, do not use the Service.

1. Description of Service

Specode is a SaaS platform that enables healthcare software developers, digital health founders, and healthcare organizations to build, deploy, and manage production-grade healthcare applications. Core capabilities include:

HIPAA-aligned infrastructure with pre-built security controls and audit-ready architecture
React and Convex-based application development framework
Managed staging environments for development and testing
Production app hosting with HIPAA-compliant security controls
Pre-built components, APIs, and integrations for healthcare use cases
AI-powered HIPAA Security Agent for compliance monitoring
Enterprise support tiers with dedicated onboarding and technical assistance

Specode reserves the right to modify, update, or discontinue features of the Platform at any time, with notice provided to active subscribers.

2. Third-Party Integrations

2.1 Natively Supported Integrations

Pro plan Customers have access to the following natively supported third-party integrations as part of their subscription:

Convex — backend infrastructure and database
Better Auth — authentication and user management
Mailgun — transactional email delivery

Specode provides support and maintenance for these integrations within the Platform. The list of natively supported integrations is subject to change at Specode's sole discretion. Specode will provide reasonable notice to active Pro plan Customers of any material changes to supported integrations.

2.2 Customer-Managed Integrations

Any API integrations, services, or third-party tools outside of the natively supported integrations listed in Section 2.1 are the sole responsibility of the Customer. This includes configuration, maintenance, security, compliance, and any costs associated with those services. Specode provides no support, warranty, or liability coverage for Customer-managed integrations, and their use does not alter the scope of any BAA executed with Specode.

3. Eligibility and Account Registration

To use Specode, you must: (a) be at least 18 years of age; (b) have the authority to bind the entity you represent to these Terms; and (c) provide accurate, complete registration information.

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must notify Specode immediately at legal@specode.ai of any unauthorized access or suspected security breach.

4. Subscriptions, Pricing, and Payment

4.1 Subscription Plans

Specode offers tiered subscription plans, including Starter, Pro, and Custom tiers, with pricing and feature sets as described on the Specode pricing page or as specified in an executed Order Form. Custom plans are subject to separately negotiated terms and an executed Order Form.

4.2 Billing and Payment

Subscription fees are billed in advance on a monthly or annual basis, as selected at time of purchase. All fees are due upon invoice and are non-refundable except as expressly stated herein. Specode reserves the right to suspend access for accounts with overdue balances exceeding 10 calendar days.

4.3 Price Changes

Specode may modify pricing upon 30 days written notice to active subscribers. Continued use of the Platform after the effective date of a price change constitutes acceptance of the new pricing.

4.4 Taxes

All fees are exclusive of applicable taxes. Customer is responsible for all sales, use, GST, VAT, or similar taxes arising from use of the Platform, except for taxes based on Specode's net income.

5. HIPAA Compliance and Data Security

5.1 Production App Hosting and BAA

Customers who deploy applications to production through Specode's managed app hosting service will execute a Business Associate Agreement (BAA) covering PHI processed within that hosted environment. The terms and execution process of the BAA are governed by the BAA document itself.

5.2 Data Security

Upon deployment to Specode's managed production hosting environment, Specode ensures Customer data is protected in transit (TLS 1.2+) and at rest (AES-256), with access restricted through role-based controls and audit logging. These security controls apply to the production hosting environment only and do not extend to staging or development environments.

5.3 PHI Outside of Production Hosting

PHI must not be uploaded or processed in any environment outside of Specode's managed production hosting service, including staging and development environments. Violation of this restriction is a material breach of these Terms and may result in immediate account suspension.

5.4 Customer Compliance Responsibility

Specode's BAA covers PHI within the managed production hosting environment. Customers remain solely responsible for ensuring their applications and any integrations with third-party services comply with all applicable HIPAA requirements. Specode does not provide legal or regulatory compliance advice.

5.5 Audit Log Access

Upon Customer request, Specode will make available audit logs generated within the managed production hosting environment relevant to Customer’s applications and data. Logs will be provided in a machine-readable format within 10 business days of request. Availability of audit logs is subject to Specode’s data retention policy.

5.6 Infrastructure Transparency

Specode will, upon reasonable written request, provide Customer with documentation describing the infrastructure architecture supporting Customer’s production environment, including hosting provider, data residency, encryption standards, and access controls. Such documentation is Specode Confidential Information and is provided solely to support Customer’s compliance and audit obligations.

6. Data Privacy

Specode processes Customer data solely to operate and deliver the Service to Customer. Specode does not sell Customer data or use Customer data for advertising or marketing purposes.

7. Acceptable Use Policy

You agree to use the Platform only for lawful purposes and in accordance with these Terms. You must not:

Use the Platform in any manner that violates applicable federal, state, or local law, including HIPAA or the HITECH Act
Upload, process, or transmit PHI outside of Specode's managed production hosting environment
Attempt to gain unauthorized access to any portion of the Platform or its related systems
Interfere with or disrupt the integrity or performance of the Platform
Reverse engineer, decompile, or disassemble any portion of the Platform
Sublicense, resell, or otherwise transfer access to the Platform without Specode's prior written consent
Use the Platform to develop a competing product or service
Upload or transmit malicious code, viruses, or any content designed to harm the Platform or its users

Specode reserves the right to suspend or terminate accounts that violate this Acceptable Use Policy, with or without prior notice.

8. Intellectual Property

8.1 Specode IP

Specode retains all right, title, and interest in and to the Platform, including all software, algorithms, designs, trademarks, and documentation. These Terms do not grant Customer any ownership interest in Specode IP.

8.2 Customer IP

Customer retains all right, title, and interest in and to the data, content, code, and applications that Customer creates or generates using the Platform. Specode shall not repurpose, resell, sublicense, or transfer Customer code or applications to any third party for any purpose. Where Customer code is temporarily stored in Specode’s organizational infrastructure (including version control repositories) during development or deployment, such code remains the exclusive property of Customer and shall be transferred to Customer’s designated repository upon request within 5 business days. Customer shall have the right to export their code and applications at any time during the subscription term and for 60 days following termination. Customer grants Specode a limited, non-exclusive license to process Customer Content solely as necessary to operate and deliver the Service.

8.3 Feedback

If Customer provides feedback, suggestions, or ideas regarding the Platform, Customer grants Specode a non-exclusive license to use such feedback solely to improve the Platform, provided that Specode will not disclose Customer’s identity or any Customer Confidential Information in connection with such use.

8.4 No AI Training

Specode will not use Customer Content -- including any code, data, configurations, prompts, or applications created, generated, or uploaded by Customer on the Platform -- to train, fine-tune, benchmark, or otherwise develop any artificial intelligence or machine learning model, whether operated by Specode or any third party. This restriction applies regardless of whether Customer Content has been aggregated or de-identified.

9. Confidentiality

Each party agrees to maintain the confidentiality of the other party's non-public information using at least the same degree of care used to protect its own confidential information, but no less than reasonable care. Confidential Information does not include information that: (a) is or becomes publicly known through 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

Specode warrants that: (a) it has the right and authority to enter into these Terms; (b) the Platform will perform materially in accordance with its documentation during the applicable subscription term; and (c) Specode will comply with applicable law in providing the Service.

10.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10.1, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. SPECODE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, 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.

The Platform is a development and deployment tool and is not a substitute for qualified legal, regulatory, or compliance advice. Customers are solely responsible for ensuring their applications meet all applicable regulatory requirements.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SPECODE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, BUSINESS GOODWILL, OR REVENUE, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SPECODE'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE FEES PAID BY CUSTOMER TO SPECODE IN THE 12 MONTHS PRECEDING THE CLAIM. FOR CUSTOM PLAN CUSTOMERS, THE LIABILITY CAP SHALL BE AS SPECIFIED IN THE APPLICABLE ORDER FORM.

12. Indemnification

Customer agrees 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) arising out of or related to: (a) Customer's use of the Platform in violation of these Terms; (b) Customer's violation of applicable law, including HIPAA; (c) any PHI processed 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 applications built on the Platform.

Specode agrees to indemnify, defend, and hold harmless Customer from and against any third-party claims alleging that the Platform, as provided by Specode and used in accordance with these Terms, infringes any third-party intellectual property right. Specode’s indemnification obligation does not apply to claims arising from Customer modifications, Customer Content, or use of the Platform in combination with third-party services not authorized by Specode.

13. Term and Termination

13.1 Term

These Terms are effective upon Customer's first access to the Platform and continue until terminated by either party as provided herein.

13.2 Termination by Customer

Customer may cancel a subscription at any time through the account dashboard or by contacting support@specode.ai. Cancellations take effect at the end of the current billing cycle. No refunds are provided for partial billing periods unless required by applicable law.

13.3 Termination by Specode

Specode may suspend or terminate Customer's account: (a) immediately if Customer materially breaches these Terms, including unauthorized PHI processing; (b) upon 30 days notice for any non-material reason; or (c) immediately if required by applicable law or court order.

13.4 Effect of Termination

Upon termination, Customer's right to access the Platform ceases immediately. Specode will make Customer data available for export for 60 days following termination, after which Specode may delete Customer data in accordance with its data retention policy. Upon request, Specode will provide Customer with a complete export of their code, application configuration, and data in a portable, non-proprietary format. Provisions that by their nature should survive termination, including confidentiality, indemnification, limitation of liability, and governing law, will survive.

14. Service Levels and Support

Service levels for managed production hosting environments, including uptime targets, maintenance windows, and any associated credits or remedies, are governed by the SLA Addendum executed between the parties. In the absence of an executed SLA Addendum, Specode will use commercially reasonable efforts to maintain availability of the Platform.

Staging and development environments are provided as-is without uptime guarantees or SLA coverage. PHI must not be introduced into staging or development environments under any circumstances, as specified in Section 5.3.

For Starter and Pro plans, Specode provides email support at support@specode.ai with commercially reasonable response times. Custom plan support terms are specified in the applicable Order Form.

15. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions.

Any dispute arising out of or relating to these Terms that cannot be resolved informally 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 a court of competent jurisdiction to prevent irreparable harm. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS.

16. Modifications to Terms

Specode reserves the right to update or modify these Terms at any time. For material changes, Specode will provide at least 30 days notice via email or in-platform notification prior to the effective date of the change. Continued use of the Platform after the effective date constitutes acceptance of the revised Terms.

17. General Provisions

17.1 Entire Agreement

These Terms, together with any executed Order Forms, constitute the entire agreement between the parties. For Custom plan Customers, the executed Order Form and any attachments take precedence over these Terms in the event of a conflict.

17.2 Severability

If any provision of these Terms is found to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

17.3 Waiver

Failure to enforce any provision of these Terms does not constitute a waiver of Specode's right to enforce that provision in the future.

17.4 Assignment

Customer may not assign these Terms or any rights hereunder without Specode's prior written consent. Specode may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets, with notice to Customer.

17.5 Force Majeure

Neither party will be liable for delays or failures in performance resulting from causes beyond their reasonable control, including acts of God, cyberattacks, internet outages, government actions, or natural disasters.

17.6 Notices

Legal notices 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 with confirmation of receipt, or 3 business days after mailing.

17.7 Professional Services

Specode may offer Professional Services, including regulatory advisory, SaMD compliance support, custom development, and integration services, under separately executed Statements of Work or Order Forms. Professional Services terms govern the scope, deliverables, and fees for such engagements and take precedence over these Terms where there is a conflict specific to the services described therein.

Questions? Contact Us

Specode, Inc. • Irvine, California

legal@specode.ai • support@specode.ai • specode.ai