End User Licence and Subscription Terms

“Software” means DRAGENaudit, DRAGENmail, DRAGENgrade, DRAGENsuite, the “Hey DRAGEN” helper, and any other DRAGEN product, update, pack file, or documentation we provide under these Terms.

“Licence Key” means the offline, digitally signed key we email to you after payment that unlocks an Edition.

“Edition” means the licence tier you buy: TRIAL, SOLO, PRACTICE, SITE, DISTRICT, or FOREVER, as described on the Order Form.

“Order Form” means the checkout page, quote, invoice, or order confirmation that lists your Edition, price, billing period, seat or site count, and term.

“Customer Data” means any information you process with the Software, including records, charts, billing files, student records, email, and client information.

“Output” means drafts, findings, flags, summaries, suggested text, and other results the Software produces.

“Consulting Services” means any chart check, audit, or other professional engagement DRAGEN performs for you. Consulting Services are not governed by these Terms; they are governed by a separate engagement letter and, where protected health information is involved, a Business Associate Agreement signed before any data is shared.

2.1 Grant. Subject to these Terms and payment of applicable fees, DRAGEN grants you a non-exclusive, non-transferable, non-sublicensable, revocable (only as stated in Section 15) licence to install and use the Software in object-code form, for your internal business purposes, within the limits of your Edition, during the licence term.

2.2 Editions.

• TRIAL — a 48-hour trial, for evaluation only. It starts automatically the first time you launch the product and ends 48 hours later. There is one trial per product. No card is needed, and the trial never turns into a paid plan; it simply ends. Trial Output may not be relied on for billing submissions without independent review.
• SOLO — one named user on [NUMBER] device(s).
• PRACTICE — up to [NUMBER] users at one practice location.
• SITE — multiple locations of one organisation, up to [NUMBER] sites / users as stated on the Order Form.
• DISTRICT — a school district or education agency, for the schools and users listed on the Order Form.
• FOREVER — a perpetual licence to the version(s) current at purchase, plus updates for [PERIOD] if stated on the Order Form. A FOREVER licence does not renew and is not a subscription.

2.2A Products. DRAGEN products are DRAGENaudit, DRAGENmail, DRAGENgrade, and DRAGENsuite, which opens all of them. Each Licence Key is issued for one product, and a key for one product never unlocks another (a DRAGENsuite key opens the products it includes). Prices are on the Order Form.

2.3 Licence Keys. A Licence Key is issued to the customer named on the Order Form (one practice, one school building, or one district), not to a single person. It may be used on that customer's own computers by its staff, within the staff or building limits of its edition, never priced per seat. Do not share it outside your organisation, publish it, or resell it. Because the Software checks keys offline, you agree not to attempt to generate, alter, or bypass keys.

You will not, and will not permit anyone to: (a) copy the Software except for reasonable backup; (b) modify, translate, or create derivative works of it; (c) reverse engineer, decompile, or disassemble it, except to the extent applicable law expressly permits despite this restriction; (d) rent, lease, lend, sell, sublicense, or provide it as a hosted or service-bureau offering to third parties; (e) remove proprietary notices; (f) circumvent licence checks or usage limits; (g) use it to build a competing product; or (h) use it in violation of law or the Acceptable Use Policy (document 04), which forms part of these Terms.

4.1 An assistant, not a professional. The Software, including any AI-assisted features, produces drafts and suggestions. It is not legal, clinical, medical, billing, coding, tax, accounting, educational, or other professional advice, and it does not create an attorney–client, clinician–client, or other professional relationship with DRAGEN. This is true even though DRAGEN's owner holds professional credentials.

4.2 A human decides. You agree that a qualified person on your side will review every Output before it is relied on, filed, billed, submitted, or sent. Output may be incomplete, out of date, or wrong. Audit findings are indicators to investigate, not determinations of compliance, fraud, or payer entitlement. DRAGENaudit's findings are arithmetic findings for your review; not billing, clinical or legal determinations.

4.3 Nothing sends by itself. The Software is designed so that it does not send email or other messages automatically. It may place drafts in your email client's Drafts folder. A person must open the draft and click Send. You are responsible for anything you send.

4.4 Rules change. Payer rules, BACB standards, education regulations, and professional-conduct rules change. Rule packs and checks reflect our understanding at the time of release and may not reflect your payer contracts or jurisdiction.

5.1 Where your data goes. The Software runs on your computer, never transmits Customer Data to DRAGEN, and includes no usage tracking. Licence validation happens offline in every product. What can leave your computer depends on the product and, for the optional helper, on the trade pack you choose. The “Where your data goes” table in the Privacy Policy (document 03, Section 2A) is the full statement. In short:

• DRAGENaudit uses no AI model and never opens a network connection. Its only outbound action is a Buy button that, if you click it, opens this website in your browser.
• DRAGENgrade keeps all student work on the local AI model on your computer.
• DRAGENmail writes email drafts with an AI model that runs on your own computer. Its only outside connection is your own Outlook mailbox (hosted by Microsoft under your agreement with Microsoft), where it reads mail and saves drafts. DRAGENmail never sends email; a person clicks Send.
• The optional “Hey DRAGEN” helper is the one cloud path. It can use an outside AI only if one of your own AI accounts is installed on the computer, and only for tasks with no protected information. Anything its privacy gate flags as client, patient, student, or privileged information is pinned to the local model, with no override, and the gate fails closed: when it is unsure, the work stays local. Direct identifiers stay local under every pack. You can disconnect the helper at any time.
• DRAGENsuite opens all of these products, and each behaves as described above.

5.2 We do not receive Customer Data. Under these Terms DRAGEN does not receive, store, or have access to Customer Data. Because we do not create, receive, maintain, or transmit protected health information for you under the licence, DRAGEN is not your business associate for the licence and no Business Associate Agreement is required for the licence alone. If you ask us for Consulting Services involving protected health information, a BAA must be signed first.

5.3 Third-party services. If the Software uses a third-party service, including your own AI account if you connect the helper, or you configure one (for example your email provider, or cloud storage), data flows between you and that provider under your agreement with it. DRAGEN is not a party to that flow and is not responsible for it. Before sending regulated data to any third party, you must confirm you have the agreements required by law.

5.4 Do not send us Customer Data. Please do not attach client, patient, student, or privileged information to support requests. If you do, we will delete it on discovery and ask you to resend a de-identified version.

You are responsible for: (a) your compliance with laws that apply to you, including HIPAA, the California Confidentiality of Medical Information Act, FERPA, state student-privacy laws, professional ethics rules, attorney–client privilege and confidentiality duties, and payer contracts; (b) the security of the computers where the Software is installed, including device encryption, access controls, backups, and user accounts; (c) reviewing Output before use; (d) the accuracy of data you put in; (e) ensuring your users follow these Terms; and (f) keeping your Licence Key confidential.

7.1 Fees. You agree to pay the fees on the Order Form. Current prices: SOLO [PRICE]/month. Fees exclude taxes, which you will pay (other than taxes on DRAGEN's income).

7.2 Payment processor. Card and bank payments are processed by Stripe, Inc. DRAGEN does not see or store your full card number.

7.3 AUTOMATIC RENEWAL. Subscriptions renew automatically at the end of each billing period, and your payment method will be charged the then-current price for the same period, until you cancel. The price, billing period, and renewal terms are shown to you at checkout before you agree, and we will email you a confirmation that includes how to cancel. The trial never turns into a paid plan, so no trial is ever charged. See the Automatic Renewal Disclosures for the full text.

7.4 Price changes. We will give at least 30 days' notice by email before a price increase takes effect on your subscription. The increase applies from your next renewal; you may cancel before then.

7.5 Late or failed payment. If a charge fails, we will notify you and may retry. If payment is not made within [14] days after notice, we may suspend new Licence Keys or renewals. Suspension does not delete anything on your computer.

7.6 Invoiced customers. Schools, districts, and other invoiced customers pay within [30] days of invoice unless the Order Form or a purchase order states otherwise. Public-entity procurement terms that are required by law will control over conflicting provisions here.

8.1 How to cancel. You can cancel at any time: (a) online through the customer billing portal link in your receipt email; or (b) by emailing chase@dragen.cloud with the subject “Cancel.” You do not need to call, and we will not require you to speak with anyone to cancel. Step by step: How to cancel.

8.2 Effect. Cancellation stops future renewals. Your licence continues until the end of the period you already paid for. After that period ends, whether you cancelled or did not renew, your Licence Key keeps working for a 14-day grace period, and then it stops unlocking paid features. Your files remain on your computer; we do not delete them.

9.1 First purchase. If you are not satisfied, you may request a full refund within [14] days of your first paid charge for any Edition.

9.2 Renewals. Monthly renewals are non-refundable except where required by law. If you forget to cancel an annual renewal, you may request a prorated refund within [30] days after the renewal charge.

9.3 FOREVER. Refundable within [14] days of purchase; after that, non-refundable.

9.4 Our fault. If we materially breach these Terms and do not cure within 30 days of notice, you may terminate and receive a prorated refund of prepaid fees for the unused period.

10.1 Limited warranty. For 30 days after first purchase, DRAGEN warrants that the Software will perform materially as described in its documentation. Your sole remedy for breach of this warranty is, at our option, repair, replacement, or refund of fees paid for the affected Edition.

10.2 Disclaimer. EXCEPT AS STATED IN SECTION 10.1, AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE SOFTWARE AND OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” DRAGEN DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. DRAGEN DOES NOT WARRANT THAT OUTPUT IS ACCURATE OR COMPLETE, THAT THE SOFTWARE WILL DETECT EVERY BILLING OR DOCUMENTATION ERROR, OR THAT USE OF THE SOFTWARE WILL RESULT IN PAYMENT, COMPLIANCE, OR A PARTICULAR OUTCOME. THE TRIAL EDITION IS PROVIDED WITHOUT ANY WARRANTY.

11.1 Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES YOU PAID TO DRAGEN FOR THE SOFTWARE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM (OR, FOR A TRIAL USER WHO PAID NOTHING, ONE HUNDRED U.S. DOLLARS).

11.2 Excluded damages. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, PAYER RECOUPMENTS, OR LOST DATA, EVEN IF ADVISED OF THEIR POSSIBILITY.

11.3 What is not limited. Consistent with California Civil Code section 1668, nothing in these Terms limits or excludes liability for: (a) fraud or intentional misconduct; (b) willful injury to a person or property; (c) gross negligence; (d) violation of law where limitation is not permitted; (e) a party's indemnity obligations under Section 12; or (f) your obligation to pay fees. Some jurisdictions do not allow certain limitations, so some of this Section may not apply to you.

12.1 By DRAGEN. DRAGEN will defend you against any third-party claim alleging that the Software, as delivered and used in accordance with these Terms, infringes a U.S. patent, copyright, or trademark or misappropriates a trade secret, and will pay damages and costs finally awarded or agreed in settlement. If such a claim occurs or is likely, we may modify the Software, obtain a licence, or terminate and refund prepaid fees for the unused term. We have no obligation for claims arising from your modifications, combination with items we did not provide, or use in breach of these Terms.

12.2 By Customer. You will defend DRAGEN against any third-party claim arising from: (a) Customer Data or your processing of it; (b) messages, bills, claims, or documents you send or submit, including those based on Output; (c) your violation of law (including HIPAA, FERPA, or professional rules); or (d) your breach of Section 3 or the Acceptable Use Policy; and will pay damages and costs finally awarded or agreed in settlement.

12.3 Procedure. The party seeking indemnity must give prompt written notice, reasonable cooperation, and sole control of the defence and settlement to the indemnifying party, except that no settlement may impose an admission or obligation on the indemnified party without its consent.

DRAGEN and its licensors own the Software, pack files, documentation, and all related intellectual property. No rights are granted except those expressly stated. You own your Customer Data and your Output, and DRAGEN claims no rights in either. DRAGEN, DRAGENaudit, DRAGENmail, DRAGENgrade, DRAGENhome, DRAGENtax, and DRAGENsuite are trademarks of DRAGEN LLC.

If you give us suggestions or feedback, you grant DRAGEN a perpetual, irrevocable, royalty-free licence to use it for any purpose, without obligation to you. Do not include confidential client information in feedback.

15.1 Term. These Terms apply from first acceptance until your licence ends.

15.2 Termination by you. You may stop using the Software and cancel at any time (Section 8).

15.3 Termination by DRAGEN. We may terminate or suspend your licence on written notice if you materially breach these Terms and do not cure within 30 days (or immediately for breach of Section 3 or unlawful use). We may discontinue a product on 90 days' notice, in which case we will refund prepaid fees for the unused period; FOREVER licences for discontinued products continue to work for the version you have.

15.4 Effect. On termination, the licence ends and you must stop using and uninstall paid features. Sections 3, 5.4, 10.2, 11, 12, 13, 14, 16–20 survive.

You will comply with U.S. export control and sanctions laws and will not export or use the Software in any embargoed country or by any prohibited person. The Software is “commercial computer software” and is provided to government users only with the rights in these Terms, subject to any rights a public entity has by law.

17.1 Informal resolution first. Before starting any proceeding, the party with a dispute will send a written notice describing it to the other (to DRAGEN at [LEGAL NOTICE EMAIL/ADDRESS]). The parties will try in good faith to resolve it for 45 days.

17.2 Binding arbitration. If not resolved, any dispute arising out of or relating to these Terms or the Software will be resolved by binding individual arbitration administered by [AAA under its Consumer Arbitration Rules or Commercial Arbitration Rules, as applicable / JAMS], under the Federal Arbitration Act and, to the extent not inconsistent, California Code of Civil Procedure section 1281 and following. This agreement is mutual: it binds both you and DRAGEN.

17.3 Location and costs. Arbitration will take place in the county where you live or do business, or by video or written submissions if you prefer. For claims under $[25,000], DRAGEN will pay all filing, administrative, and arbitrator fees beyond the amount you would pay to file in court. The arbitrator may award any individual relief a court could award, and will apply the same law a court would, including attorney-fee-shifting statutes. Neither party is required to pay the other's attorneys' fees except as the law would require in court.

17.4 Exceptions. Either party may: (a) bring an individual claim in small claims court if it qualifies; (b) seek court relief for infringement or misuse of intellectual property; and (c) seek public injunctive relief in court. Any claim for public injunctive relief will be stayed until the individual arbitrable claims are decided. Nothing in this Section waives your right to seek public injunctive relief in any forum.

17.5 Class action waiver. To the extent permitted by law, disputes will be brought only on an individual basis and not as a plaintiff or class member in any class, collective, or representative proceeding. If this class waiver is found unenforceable as to a claim, that claim will proceed in court, not arbitration.

17.6 Opt out. You may opt out of this Section 17 by emailing chase@dragen.cloud with your name and the statement “I opt out of arbitration” within 30 days after first accepting these Terms. Opting out does not affect any other part of these Terms.

17.7 Public entities. This Section 17 does not apply to public school districts or other governmental customers unless they separately agree in writing.

These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws rules. Subject to Section 17, the state and federal courts located in [COUNTY] County, California have exclusive jurisdiction, and each party consents to them. The UN Convention on Contracts for the International Sale of Goods does not apply.

Notices to DRAGEN: DRAGEN LLC, [ADDRESS], and chase@dragen.cloud. Notices to you: the email address on your order. Email notices are effective when sent unless a bounce message is received. California residents may also contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

20.1 Changes to these Terms. We may update these Terms. Material changes will be emailed at least 30 days before they take effect and will apply from your next renewal. Changes do not apply retroactively to disputes already noticed.

20.2 Assignment. You may not assign these Terms without our consent, except to a successor of your whole business with notice. We may assign them to a successor of our business.

20.3 Force majeure. Neither party is liable for delay caused by events beyond its reasonable control (other than payment obligations).

20.4 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the rest will remain in effect.

20.5 No waiver. Failure to enforce a provision is not a waiver.

20.6 Independent parties. The parties are independent contractors.

20.7 Entire agreement. These Terms, the Order Form, the Privacy Policy, the Automatic Renewal Disclosures, and the AI Disclosure and Acceptable Use Policy are the entire agreement about the Software and replace all prior discussions. If there is a conflict, the Order Form controls, then these Terms. Any purchase-order terms you issue are for your administrative convenience only, except terms a public entity is required by law to include.

Prepared 2026-09-20 as document 01 of the DRAGEN legal packet, for review by a licensed attorney before use. Legal basis: Cal. Civ. Code §1668; Cal. Bus. & Prof. Code §§17600–17606; Cal. Civ. Code §1789.3; Cal. Code Civ. Proc. §1281 et seq.; 9 U.S.C. §1 et seq.; McGill v. Citibank, 2 Cal. 5th 945 (2017); Armendariz v. Foundation Health, 24 Cal. 4th 83 (2000); 45 C.F.R. §160.103, §164.504(e); Cal. Civ. Code §56 et seq.; 20 U.S.C. §1232g.