Terms and Conditions

• "Platform" means the Midwire 20/20 AI-enabled clinical workflow software and all of its modules, as may be updated or modified from time to time.
• "Client" or "Institution" means the eye bank, tissue bank, transplant center, or other healthcare organization that has entered into a service agreement with Midwire.
• "Authorized Users" means personnel of the Client who are granted access to the Platform under the Client's subscription.
• "Client Data" means all data, records, and content inputted, uploaded, or generated by Authorized Users through use of the Platform, including donor and recipient workflow data.
• "Services" means the Platform, website, customer support, and any professional services provided by Midwire.

Midwire 20/20 provides a configurable suite of clinical workflow modules, which may include but are not limited to: Landing Boards, Referrals Management (including AI document processing and technician dispatch), Recovery, Serology Lab Integration, Donor Eligibility, Evaluation, Distribution, Processing, Shipping & Outcomes, Tissue Inventory Verification, Research & Special Projects, Supply Inventory, QI Module, Document Management, Post-Operative Outcomes, Accounting, Communications, Reporting, and CRM Integrations.

The specific modules and features available to your organization are determined by your subscription agreement. Midwire reserves the right to add, modify, or discontinue modules with appropriate notice to clients.

Our collection and processing of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you agree to the terms of our Privacy Policy.

Clients are responsible for ensuring appropriate authorizations exist for any personal health information or donor/recipient data entered into the Platform, and for maintaining compliance with applicable healthcare privacy regulations including HIPAA (where applicable) and any state or regional equivalents.

Midwire implements enterprise-grade security controls appropriate for a clinical workflow platform. Clients are responsible for managing their own user access, credential hygiene, and internal security policies.

The Midwire platform supports integrations with third-party systems such as Vision Share, EBAA ONE, Konan, HubSpot, Power BI, and Tableau. Use of these integrations may be subject to the terms and conditions of the respective third-party providers. Midwire is not responsible for the availability, accuracy, or performance of third-party systems.

Access to the Midwire 20/20 Platform is subject to a subscription agreement outlining applicable fees, billing cycles, and payment terms. All fees are as specified in your service agreement. Midwire reserves the right to update pricing with reasonable advance notice. Failure to remit payment may result in suspension or termination of access.

Midwire will use commercially reasonable efforts to maintain platform availability and provide technical support as specified in your service agreement. Planned maintenance windows will be communicated in advance where possible. We do not guarantee uninterrupted or error-free operation.

Each party represents and warrants that: (a) it has the full authority to enter into and perform obligations under these Terms; (b) its use of the Services will comply with all applicable laws and regulations; and (c) it will not use the Services in a manner that infringes the rights of any third party.

Nothing in these Terms limits liability for fraud, gross negligence, or willful misconduct.

You agree to indemnify, defend, and hold harmless Midwire and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to:

• Your use of the Platform in violation of these Terms.
• Your organization's misuse of Client Data.
• Your breach of any applicable law or regulation.

Each party agrees to maintain the confidentiality of the other party's non-public information disclosed in connection with the Services, using at least the same degree of care it uses to protect its own confidential information. This obligation does not apply to information that is publicly known, independently developed, or required to be disclosed by law.

These Terms remain in effect for as long as your organization maintains an active subscription or uses our Services. Either party may terminate the agreement as specified in the service agreement. Midwire may suspend or terminate access immediately for material breach of these Terms, including unauthorized use, non-payment, or violation of applicable law.

Upon termination:

• Your license to use the Platform ceases.
• Midwire will facilitate export of Client Data per the agreed process.
• Sections relating to intellectual property, confidentiality, limitation of liability, and indemnification survive termination.

These Terms shall be governed by and construed in accordance with applicable law. Any disputes arising out of or relating to these Terms or the Services shall first be attempted to be resolved through good-faith negotiation between the parties. If unresolved, disputes may be subject to binding arbitration or litigation as specified in the service agreement.

Midwire reserves the right to update these Terms from time to time. Material changes will be communicated to active clients with reasonable advance notice. Continued use of the Services after the effective date of updated Terms constitutes acceptance. We encourage you to review these Terms periodically.

• Entire Agreement: These Terms, together with your service agreement and Privacy Policy, constitute the entire agreement between you and Midwire regarding the Services.
• Severability: If any provision of these Terms is found unenforceable, the remaining provisions will continue in full force and effect.
• Waiver: Failure to enforce any provision of these Terms does not constitute a waiver of future enforcement rights.
• Assignment: You may not assign your rights or obligations under these Terms without Midwire's prior written consent. Midwire may assign its rights in connection with a merger, acquisition, or sale of assets.
• Notices: All legal notices must be provided in writing. Please use the contact form at midwire2020.com or reach out through your account representative.

For questions about these Terms, please contact us at:

• Midwire 20/20
• Website: www.midwire2020.com

Please use the Contact Us form on our website or reach out to your designated Midwire account representative for any contractual or legal inquiries.