Tonic AI Terms of Use - Enterprise Edition

Version 1.0 – June 2026

These Enterprise Terms of Use (the “Enterprise Terms”) govern access to and use of Tonic AI by users (“You”, “Licensed User”) accessing the platform under a corporate subscription agreement (“Subscription Agreement”) between Tonic Easy Medical S.A. (“Tonic”, “we”, “us”) and your employer or contracting organisation (the “Client”).

Tonic AI incorporates a CE-marked Class IIa medical device under Regulation (EU) 2017/745 (“MDR”) and is operated within Tonic’s certified Quality Management System (ISO 13485) and AI Management System (ISO 42001). It is a clinical AI co-pilot intended to support healthcare professionals in knowledge retrieval and clinical decision-making.

By accessing or using Tonic AI under the Subscription Agreement, you agree to these Enterprise Terms and to the Tonic AI Enterprise Privacy Policy. If you do not agree, you must not use the platform.

1. Relationship with Individual Edition and Subscription Agreement

1.1. These Enterprise Terms apply exclusively to Licensed Users accessing Tonic AI under a Subscription Agreement. The Tonic Terms of Use – Individual Edition and the Tonic Privacy Policy – Individual Edition (together, the “Individual Edition”), as published on Tonic’s website, apply only to individuals using Tonic’s platform, including Tonic AI, outside any corporate subscription.

1.2. Where you hold both a personal Individual Edition account and Enterprise access through the Client, these Enterprise Terms govern your Enterprise use, and the Individual Edition governs any separate personal use. Data, Inputs, and Outputs are kept logically separate between the two contexts.

1.3. The Subscription Agreement between Tonic and the Client is the primary contract governing the commercial and data-protection relationship. In the event of any conflict between these Enterprise Terms and the Subscription Agreement, the Subscription Agreement prevails.

1. Eligibility and registration

2.1. To use Tonic AI under the Enterprise Edition, you represent and warrant that you are: (a) a qualified healthcare professional authorised to practise in your jurisdiction; (b) authorised by the Client to use Tonic AI; and (c) acting in a professional capacity on behalf of the Client.

2.2. You agree to provide accurate registration information (name, professional email, professional ID, specialty, and any other information requested) and to keep it updated. Tonic may verify the accuracy of this information.

2.3. Accounts are nominal and personal to you. You shall not share your credentials, allow another person to use your account, or use another Licensed User’s account.

1. Intended use and clinical responsibility

3.1. Tonic AI is intended to support, not replace, clinical decision-making. Outputs are informational and do not constitute a diagnosis, prescription, dispensing instruction, or definitive treatment recommendation.

3.2. You retain full and sole responsibility for all clinical decisions and professional activities undertaken within your authorised scope of practice. You must independently verify, interpret, and apply any output of Tonic AI before relying on it in clinical practice.

3.3. Tonic AI is not intended for, and shall not be used as: (a) a stand-alone diagnostic service; (b) a substitute for clinical judgement; (c) the sole basis for initiating, modifying, or discontinuing treatment; or (d) any use in mission-critical or fail-safe-required circumstances outside its certified intended purpose.

3.4. You must comply at all times with applicable law, professional standards, and the rules of any competent regulatory authority (for example, in Italy: AIFA; in Portugal: INFARMED) in connection with your use of Tonic AI.

1. Prohibited inputs and patient data

4.1. You must not input into Tonic AI any directly identifiable patient data. You are responsible for de-identifying any clinical content before submission. The minimum elements to be removed include: names, geographic identifiers below regional level, full dates of events directly tied to the individual, contact details, national identifiers, medical record numbers, biometric identifiers, full-face images, and any other unique identifier.

4.2. Pharmacovigilance – reporting of adverse events. Tonic AI is not a pharmacovigilance reporting channel and does not substitute for any obligation you may have to report adverse drug reactions or device incidents to competent authorities. Notwithstanding clause 4.1, where you inadvertently or necessarily include information relating to a suspected adverse event in a query, Tonic shall process such information solely for the purpose of complying with its obligations under MDR Article 87 (vigilance) and applicable pharmacovigilance law, and shall not use it for analytics, AI training, or commercial purposes. You remain responsible for completing the applicable national pharmacovigilance procedure independently.

1. Permitted use and licence

5.1. Tonic grants you a non-exclusive, non-transferable, revocable, royalty-free licence to access and use Tonic AI for the duration of the Client’s Subscription Agreement and your authorisation thereunder, solely for professional clinical decision-support purposes within your role.

5.2. You shall not: (a) share, sublicense, or transfer your access; (b) reverse engineer, decompile, or attempt to extract model behaviour, weights, prompts, or system architecture; (c) use Tonic AI to develop, train, or evaluate any competing product; (d) submit prompts designed to manipulate model behaviour, exploit vulnerabilities, or bypass safety systems; or (e) use automated tools (bots, scrapers, scripts) to access Tonic AI.

1. Ownership of Inputs and Outputs

6.1. Inputs. All queries, prompts, and content you submit to Tonic AI under the Enterprise Edition (“Inputs”) are owned by the Client, in accordance with the work-for-hire principle and the Subscription Agreement. By submitting Inputs, you acknowledge that ownership vests in the Client, not in you personally and not in Tonic.

6.2. Licence to Tonic. You and the Client (via the Subscription Agreement) grant Tonic a non-exclusive, royalty-free, worldwide licence, for the duration of the Subscription Agreement and the wind-down period thereafter, to process Inputs solely to: (a) provide and operate Tonic AI; (b) ensure security, monitoring, and misuse detection; (c) comply with regulatory obligations under MDR and the AI Act, including post-market surveillance and vigilance; and (d) generate aggregated and irreversibly anonymised datasets in accordance with clause 6.4. This licence is co-terminous with the Subscription Agreement and is not perpetual or irrevocable.

6.3. Outputs. All outputs generated by Tonic AI in response to Inputs (“Outputs”) are part of the regulated medical device and are and shall remain the exclusive property of Tonic. You receive a limited, non-exclusive, non-transferable licence to view and use Outputs in real-time, in the ordinary course of clinical decision support, as displayed within the Tonic AI interface. You may retain an isolated record of an individual interaction in your own clinical or professional records for documented patient-care or personal regulatory-compliance purposes; bulk extraction, copying, mining, benchmarking, or systematic review of Outputs is not permitted.

6.4. Aggregated and anonymised data. Tonic may analyse and transform Inputs, Outputs, and platform usage data to generate aggregated and irreversibly anonymised datasets, which shall be the exclusive property of Tonic and may be used by Tonic, including for the operation and commercialisation of Tonic’s insights products. Such datasets shall not be used to identify you, any patient, or any other individual.

1. Platform intellectual property

7.1. All intellectual property rights in and to Tonic AI – including the platform, software, AI systems, models, model weights, algorithms, prompts, scoring logic, dashboards, documentation, anonymisation methodologies, and trademarks – are and shall remain the exclusive property of Tonic Easy Medical S.A.

7.2. No rights, licences, or interests are transferred to you or to the Client beyond those expressly granted in these Enterprise Terms or in the Subscription Agreement.

1. Account suspension and security

8.1. Tonic may suspend or terminate your individual account with immediate effect if Tonic reasonably suspects: (a) breach of these Enterprise Terms; (b) credential compromise or unauthorised access; (c) misuse of Tonic AI, including attempts to bypass safety controls or extract model behaviour; or (d) any act that places the platform, other users, or patients at risk.

8.2. Suspension or termination of an individual account under this clause 8 does not constitute a breach of the Subscription Agreement. Where suspension materially impairs the Client’s use of the service across its user base, Tonic shall coordinate with the Client to resolve the underlying issue.

8.3. You are responsible for keeping your credentials confidential and for all activity under your account. You must promptly notify Tonic of any suspected unauthorised access at support@tonicapp.com.

1. Data protection and privacy

9.1. The processing of Personal Data in connection with your use of Tonic AI under the Enterprise Edition is governed by the Tonic AI Enterprise Privacy Policy and by the data-protection terms of the Subscription Agreement.

9.2. Where Tonic processes Personal Data on behalf of the Client (the Controller), Tonic acts as Processor under Article 28 GDPR.

9.3. Personal Data is processed and stored within the European Economic Area, save where transfers outside the EEA are made under appropriate safeguards consistent with the Subscription Agreement.

1. Service availability

10.1. Tonic uses commercially reasonable efforts to maintain availability of Tonic AI but does not guarantee uninterrupted or error-free operation. Service may be temporarily unavailable due to maintenance, security action, third-party infrastructure failure, or factors outside Tonic’s reasonable control.

10.2. Specific service-level commitments to the Client are governed by the Subscription Agreement.

1. Disclaimer and limitation of liability

11.1. Tonic AI is provided “as is” and “as available”. To the maximum extent permitted by applicable law, Tonic disclaims all warranties, whether express or implied, including merchantability, fitness for a particular purpose, accuracy, completeness, or non-infringement, save for warranties that cannot be excluded under applicable law (including mandatory provisions of GDPR and MDR).

11.2. Tonic shall not be liable for: (a) clinical or other decisions made by you based on Outputs; (b) losses resulting from your acts, omissions, or breach of these Enterprise Terms; (c) losses caused by third-party services or infrastructure; (d) indirect, consequential, or incidental damages; or (e) loss of profits, business opportunities, or data.

11.3. Nothing in this clause 11 limits liability that cannot be excluded under applicable law, including in cases of wilful misconduct or gross negligence.

1. Amendments to these Enterprise Terms

12.1. Tonic may update these Enterprise Terms from time to time. Where changes are non-material, Tonic shall notify you through the platform or by email.

12.2. Material changes that adversely affect Licensed Users’ rights, or that affect the Client’s rights under the Subscription Agreement, shall not take effect without the Client’s prior written consent in accordance with the Subscription Agreement.

1. Termination of access

13.1. Your access to Tonic AI under the Enterprise Edition terminates: (a) on expiry or termination of the Subscription Agreement; (b) on your offboarding by the Client; or (c) on suspension or termination under clause 8.

13.2. On termination, the licences in clause 5 cease, and the data-handling provisions of the Subscription Agreement and the Enterprise Privacy Policy govern the treatment of Inputs and Personal Data.

1. Governing law and jurisdiction

14.1. These Enterprise Terms are governed by the laws of Portugal, without regard to conflict-of-laws principles.

14.2. The competent courts of Porto, Portugal, have exclusive jurisdiction over any dispute arising in connection with these Enterprise Terms, save for mandatory consumer-protection or data-protection rights that may apply under your local law.

1. Contact

For questions about these Enterprise Terms or about Tonic AI:

Tonic Easy Medical S.A.

Rua do Heroísmo 281 Arm. 1, 4300-259 Porto, Portugal

Email: support@tonicapp.com | DPO: dpo@tonicapp.com