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Intellectual Property & License Terms

Intellectual Property & License Terms

Document version: vIP-1.0 · Effective date: 2026-07-29 · Last updated: 2026-08-18

These Intellectual Property & License Terms describe who owns what when you use the Service, what rights you keep in the material you provide, and what rights you receive in return. They form part of, and should be read together with, the Terms of Use. Where these terms and the Terms of Use conflict on a matter of intellectual property, these terms control. Capitalized terms have the meanings given in the glossary and in the Terms of Use.

Sorxi is Sorxi LLC, a Wyoming limited liability company ("Sorxi," "we," "us," or "our"). "You" or "User" means the individual or organization using the Service.

1. Overview of the Ownership Layers

The Service involves several distinct layers of material, and different ownership rules apply to each:

  • Sorxi Property. The platform and everything Sorxi builds and reuses to run it.
  • User Content. The material you submit into the Service.
  • Output. Machine-generated results the Service returns to you.
  • Deliverables. The final customized work produced through a paid Get Backup engagement.
  • Customer uploads. Files a Client or Organization provides in connection with an engagement.
  • Feedback. Suggestions and comments you choose to give us.
  • Trademarks. The Sorxi marks.

Sections 2 through 7 address each layer in turn; Section 9 covers Trademarks.

2. Sorxi Property

The Service is built on material that Sorxi owns and continues to own. "Sorxi Property" means, without limitation:

  • the sorxi.com platform, application, and underlying software and code;
  • the design, structure, organization, and user interface of the Workbench and its Prep, Process, and Build tool modes;
  • the prompts, prompt logic, model configurations, templates, frameworks, rubrics, review methods, checklists, taxonomies, and scoring or labeling logic used to generate or evaluate Output and Deliverables;
  • Content that Sorxi authors or curates, including Content kits and the Quick Check and Ready Kit materials;
  • the trust footer, disclaimers, labels, and standard language used across the Service; and
  • all generalized know-how, methods, and improvements that Sorxi develops in the course of building and operating the Service.

Sorxi Property, and all patent, copyright, trademark, trade secret, and other intellectual property rights in it, are and remain the exclusive property of Sorxi and its licensors. Nothing in these terms transfers any ownership of Sorxi Property to you.

The Service uses Anthropic Claude for AI generation on a prompt-only basis. Sorxi does not own the underlying Claude models, which remain the property of their provider. Sorxi owns its own prompts, configurations, and the surrounding software.

2.1 License to You

Subject to your compliance with the Terms of Use, the Acceptable Use section of the Terms of Use, and these terms, Sorxi grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Service and the Sorxi Property made available to you, for your own internal professional and educational purposes.

2.2 License Restrictions

You may not:

  • copy, modify, translate, or create derivative works of the Service or any Sorxi Property, except as the Service expressly allows;
  • reverse engineer, decompile, or disassemble any part of the Service, or attempt to extract its prompts, models, source code, or underlying methods, except to the extent this restriction is prohibited by law;
  • resell, rent, lease, sublicense, or otherwise make the Service or Sorxi Property available to any third party;
  • use the Service or any Sorxi Property to build or train a competing product, model, or service, or to create a substitute for the Service;
  • remove, obscure, or alter any proprietary notice, label, disclaimer, or the trust footer; or
  • use automated means to scrape, harvest, or bulk-extract Content or other Sorxi Property.

This license ends automatically when your right to use the Service ends. On termination, you must stop using the Sorxi Property, except that you may retain and use your Output and any Deliverables as described in Sections 4 and 5.

3. User Content

"User Content" means the material you submit to the Service, including the questions and prompts you enter, notes and drafts you provide, saved items, and any files you upload where upload features are available.

3.1 You Keep Your Rights

As between you and Sorxi, you keep whatever rights you have in your User Content. These terms do not transfer ownership of your User Content to Sorxi.

3.2 License You Grant to Sorxi

You grant Sorxi a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, display, and process your User Content for the purpose of operating, securing, and providing the Service to you. This includes sending your inputs to Subprocessors that support the Service, such as the AI generation provider, in order to produce Output.

Separately, and only where you have consented, Sorxi may use de-identified information derived from your use of the Service to improve the Service. This improvement use is governed by the opt-out consent model and the cohort-level, k-suppressed aggregation rules described in the Privacy Policy. Any material used to improve the Service is de-identified first, and Sorxi does not use your User Content to train third-party AI models. The AI generation provider processes Sorxi data under a zero-retention arrangement and does not use it to train its models.

3.3 Your Warranties About User Content

You represent and warrant that:

  • you own your User Content or otherwise have all rights necessary to submit it and to grant the license in Section 3.2;
  • your User Content does not infringe or misappropriate any third party's intellectual property, privacy, or other rights; and
  • you will not submit third-party confidential material, or employer, hospital, or facility policy text or other materials that you do not own or are not licensed to share.

You must not submit Protected Health Information (PHI). PHI handling is not enabled at launch. Your obligations regarding PHI and confidential material are set out in the No-PHI and Confidentiality policy, which is incorporated here by reference.

4. Machine-Generated Output

"Output" means the machine-generated results the Service returns to you, such as plans, scripts, drafts, debrief guidance, and other artifacts produced by the Prep, Process, and Build tools.

4.1 Rights in Your Output

Output is provided to you for your own internal professional and educational use. Sorxi does not claim ownership of the individual Output generated from your inputs, and you may retain, save, export, and use your Output for those purposes.

Because Output is generated by an AI model from prompts and inputs, similar or identical Output may be produced for other Users. Your license to use your Output is non-exclusive as to any material that is not unique to you, and Sorxi retains all rights in the underlying tools, prompts, templates, frameworks, rubrics, and methods used to generate Output. Nothing in this Section grants you any right in Sorxi Property beyond the license in Section 2.

The legal status of copyright in AI-generated material is unsettled and varies by jurisdiction. As between you and Sorxi, and to the extent any ownership interest in Output exists, Sorxi assigns that interest to you. Sorxi makes no representation that any Output is protectable by copyright or other law. Your rights in Output remain subject to Section 2 (Sorxi Property) and to the non-exclusivity described above.

4.2 Output Is Not Warranted and Requires Local Review

Output is machine-generated, is labeled as such, and is provided without warranty of accuracy, completeness, or fitness for any particular purpose. Output is educational and process guidance only. It is not clinical decision support, diagnosis, treatment, dosing, triage, legal advice, or a compliance or accreditation determination. You are responsible for reviewing and approving every Output against your own facts, judgment, and applicable facility policy before any use. The scope and limits of the Service are described in the disclaimers in the Terms of Use.

Every Output includes the following notice in-product and in every export:

Educational tool only. This is process guidance. You assess the patient and hold your license. This draft has not been reviewed against your facility policy.

Output presented in a distinct voice is machine-generated, not the work of a real nurse or provider, and is labeled as machine-generated. See Section 9.

5. Paid Deliverables (Get Backup and Engagements)

"Get Backup" is Sorxi's human expert escalation offering, delivered by independent contractor Experts. A "Deliverable" is the final customized work product produced for a Client or Organization through a paid Get Backup engagement, such as a staff-education outline, huddle script, scenario or checklist, evidence summary, or policy-adjacent review aid.

5.1 Rights the Customer Receives

On payment for the applicable engagement, and subject to the applicable order or statement of work:

  • the customer receives a license to use the final customized Deliverable for the customer's internal business, professional, and educational purposes; or
  • where an assignment of ownership is commercially required and expressly stated in the applicable order or SOW, Sorxi assigns to the customer its ownership of the final customized Deliverable, subject to Section 5.2.

If the order or SOW is silent on which of these applies, the internal-use license in the first bullet governs.

5.2 Rights Sorxi and Experts Retain

Regardless of whether the customer receives an internal-use license or an assignment, Sorxi and its Experts retain ownership of all pre-existing and reusable material, including frameworks, templates, prompts, rubrics, checklists, review methods, and generalized know-how, and of any improvements to that material. A Deliverable may incorporate this retained material. To the extent any retained material is embedded in a Deliverable, Sorxi grants the customer a non-exclusive, perpetual license to use that embedded material solely as part of the Deliverable and for the customer's internal purposes, and grants no separate right to extract or reuse it independently.

5.3 Expert Assignment

Experts are independent contractors. Each Expert assigns to Sorxi, or to the customer where the order or SOW so provides, the work product the Expert creates for an engagement, by written agreement. The terms governing Experts, including the assignment and the limits on what Experts may produce, are set out in the Contractor / Expert Agreement. Experts produce educational and policy-adjacent material only. Experts do not provide clinical decision support, patient-specific advice, legal or compliance determinations, accreditation or survey-readiness claims, and do not write, approve, or certify a customer's policy.

5.4 Deliverables Require Local Review

A Deliverable is educational and policy-adjacent material for the customer's own review. It is not a compliance determination and is not a substitute for the customer's own review against applicable law, standards, and facility policy. "Reviewed with recommendations," where used as the status of a returned Deliverable, means an Expert reviewed the material and offered recommendations. It is not approval, endorsement, certification, or a statement that the material is compliant.

6. Customer Uploads

Where an engagement or a Service feature allows a Client or Organization to provide files, the customer represents and warrants that it has the right to provide those files and to have them processed for the engagement. The customer must not provide employer or hospital policy text, or other materials that it does not own or is not licensed to share. Document upload features are enabled in the Service, and files you upload are User Content governed by Section 3. Any embeddings provider used for document features is not active. See the No-PHI and Confidentiality policy for the related restrictions on confidential and third-party material.

7. Feedback

If you send Sorxi suggestions, ideas, comments, or other feedback about the Service ("Feedback"), you grant Sorxi a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, reproduce, modify, and otherwise exploit that Feedback for any purpose, without obligation or compensation to you. Sorxi may incorporate Feedback into the Service and into Sorxi Property. Feedback is provided voluntarily, and you should not include any confidential material in it.

8. Reservation of Rights

All rights not expressly granted to you in these terms are reserved by Sorxi and its licensors. No right or license is granted by implication, estoppel, or otherwise.

9. Trademarks

"Sorxi," together with related names, logos, and marks, is a trademark of Sorxi (the "Marks"). The Marks are Sorxi Property. You may not use the Marks without Sorxi's prior written permission, and you may not use them in a way that suggests sponsorship, endorsement, or affiliation that does not exist.

Certain Output is presented in a distinct machine-generated voice. That voice is not a real person, nurse, or licensed provider, and Sorxi labels it as machine-generated wherever it appears. Sorxi does not impersonate a licensed professional. All other names, logos, and marks appearing in the Service are the property of their respective owners.

10. Copyright Complaints (DMCA)

Sorxi responds to notices of claimed copyright infringement under the Digital Millennium Copyright Act and similar laws. The Service's notice-and-takedown process, designated agent, and the procedure for submitting a notice or counter-notice are set out in the Terms of Use. Please follow that process to report claimed infringement.

11. Changes to These Terms

Sorxi may update these terms from time to time. The version identifier and effective date at the top of this document indicate the current version. Where a change is material, Sorxi will provide notice and, where required, re-prompt for acceptance, consistent with the version-pinning practice described in the Privacy Policy and the Terms of Use.

Contact

Questions about this document: help@sorxi.com.