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Terms of Service for EE Dojo (d/b/a) ScribeMD.ai

1. Introduction

Welcome to ScribeMD.ai. These Terms of Service ("Terms") govern your use of our HIPAA-compliant note-taking tool. By accessing or using our services, you agree to these Terms. If you do not agree to these Terms, please do not use our services. ScribeMD.ai, provided by EE Dojo, a California based C Corp, applies these Terms to all users of the service.

1.1 Acceptance of Terms

By clicking a box indicating your acceptance, you agree to these Terms. If you are an agent or employee of an entity, you represent and warrant that (i) the individual accepting this Agreement is authorized to accept this Agreement on such entity’s behalf and to bind such entity, and (ii) such entity has full power, corporate or otherwise, to enter into this Agreement and perform its obligations hereunder.

1.2 Modifications

We reserve the right to modify these Terms at any time. Changes are effective immediately upon posting. Your continued use of our services after any changes constitutes acceptance of those changes. We encourage you to review these Terms periodically for any updates.

2. Provision of Service

2.1 Service Description

Subject to your acceptance of this Agreement and your payment of all fees due and owing to ScribeMD.ai, during the Subscription Term (as defined in Section 5.1), we will provide you with access to our note-taking tool and application program interface (API) facilitating AI-based medical scribing in accordance with the terms and conditions of this Agreement.

2.2 Grant of Rights

Subject to the terms and conditions of this Agreement, ScribeMD.ai hereby grants you a limited, royalty-free, non-exclusive, non-sublicensable, non-transferable (except for permitted assignments as hereinafter described) right to access and use the Service solely for your internal business purposes during the Subscription Term. All rights not expressly granted to you are reserved by ScribeMD.ai and its licensors. There are no implied rights.

2.3 Eligibility Requirements

By entering into this Agreement, you represent, warrant, and covenant that you meet the following minimum requirements ("Eligibility Requirements"): (a) you have the necessary rights and authority to enter into and perform the obligations under this Agreement; (b) your data is accurate, complete, and current; (c) your use of the Service and collection of any data will comply with all applicable laws and regulations, and specifically, you have obtained the explicit consent of any individuals whose personal information is involved; and (d) you will not infringe the rights of any third party (including without limitation any intellectual property rights or privacy rights) in your use of the Service. You acknowledge that ScribeMD.ai is relying on you to ensure all these requirements are met.

2.4 Restrictions

You shall not (and shall not allow any third party to): (a) access or use the Service except as envisioned by the Service in its normal operation or specified herein; (b) alter, modify, debug, reverse engineer, decompile, disassemble, or otherwise attempt to derive or gain access to any software (including source code) associated with the Service; (c) use any unauthorized robot, spider, scraper, or other automated means to access the Service, or engage in any scraping, data-mining, harvesting, data aggregating, or indexing of the Service; (d) frame or mirror any content forming part of the Service; (e) access the Service in order to build a competitive product or service, or (f) copy any ideas, features, functions, or graphics of the Service. You shall keep all passwords and API keys provided to you safe and secure and shall be responsible for all use of the Service using passwords or API keys issued to you. You shall notify ScribeMD.ai immediately of any actual or suspected unauthorized use of its passwords or API keys for the Service.

3. Data Storage and HIPAA Compliance

4. User Responsibilities

5. Fees; Payments; Taxes

5.1 Fees

Customers with paid subscriptions will provide ScribeMD.ai (or its third-party payment service provider) with a valid credit card for payment of the applicable subscription fees, or (if applicable) will duly pay invoices issued to such customers on the payment and other terms set forth in such invoices. In addition to any fees, you may still incur charges incidental to using the Service, for example, charges for Internet access, data roaming, and other data transmission charges. No refunds or credits will be issued for partial periods of service, upgrade/downgrade refunds, or refunds for periods unused with an active subscription, including, but not limited to, instances involving the removal of a customer.

5.2 Increases

ScribeMD.ai reserves the right to increase its fees upon at least 30 days’ advance notice (email or otherwise) to you; provided, however, that fee increases will not take effect until the start of the next Subscription Term.

5.3 Taxes

All amounts due hereunder are exclusive of all sales, use, excise, service, value added, or other taxes, duties, and charges of any kind (whether foreign, federal, state, local, or other) associated with this Agreement, the Service, or your access to the Service. You shall be solely responsible for all such taxes, duties, and charges (except for taxes imposed on ScribeMD.ai’s income), which may be invoiced by ScribeMD.ai from time to time. In the event of updated tax rates, ScribeMD.ai will apply the new tax rate without notice to you .

5.4 Withholdings

Any and all payments by or on account of the compensation payable under this Agreement shall be made free and clear of and without deduction or withholding for any taxes. If you are required to deduct or withhold any taxes from such payments, then the sum payable shall be increased as necessary so that, after making all required deductions or withholdings, ScribeMD.ai receives an amount equal to the sum it would have received had no such deduction or withholding been made.

6. Limitation of Liability

6.1 Security and Privacy

While we strive to maintain the security and privacy of your data, no system can be completely secure. ScribeMD.ai shall not be liable for any damages resulting from any unauthorized access to or use of our services.

6.2 Service Availability

We do not guarantee that our services will be available at all times. We may experience interruptions due to maintenance, updates, or other reasons beyond our control.

6.3 Indirect Damages

In no event shall ScribeMD.ai be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to your use of our services.

6.4 Damages Cap

To the fullest extent permissible by law, ScribeMD.ai’s total liability for all damages arising out of or related to the Service or this Agreement, whether in contract, tort (including negligence) or otherwise, shall not exceed the total amount of fees paid by you to ScribeMD.ai during the then-current Subscription Term.

7. Changes to These Terms

We may update these Terms from time to time. Changes are effective immediately upon posting. Your continued use of our services after any changes constitutes acceptance of those changes. We encourage you to review these Terms periodically for any updates.

8. Termination

8.1 Term and Termination

Customer is solely responsible for canceling subscriptions. You may cancel your subscription at any time by providing written notice to ScribeMD.ai. After the initial subscription term, the term of the subscription shall be deemed renewed automatically at the end of the term, for the same term, until the Service is canceled in accordance herewith.

8.2 Termination for Breach

ScribeMD.ai, in its sole discretion, has the right to suspend or discontinue providing the Service to you without notice for actions that are in material violation of this Agreement.

8.3 Termination for Convenience

Where the Service is provided to you on a “free” basis, ScribeMD.ai reserves the right to terminate this Agreement at any time, with or without notice to you.

8.4 Effects of Subscription Termination; Survival

Upon any termination of this Agreement: (a) all rights granted to you hereunder shall terminate, and ScribeMD.ai shall no longer provide access to the Service to you, and (b) you shall cease using the Service. Any obligations that have accrued prior to termination shall survive termination of this Agreement. In addition, the following Sections, as well as any other provisions herein which by their nature should survive, shall survive termination of this Agreement: Sections 3-10.

9. Data

9.1 Data Generally

All account and billing information, and all data and information which you, or your "End Users" (permitted users being your employees, contractors, agents, and any other person who you permit to use your instance of the Service) input into the Service (collectively, "Customer Data") will be used by ScribeMD.ai as set out herein. ScribeMD.ai agrees to protect Customer Data with no less than industry-standard information security tools and procedures. ScribeMD.ai may analyze Customer Data to create aggregated and anonymized statistics or data and may use and disclose such statistics or data in its discretion. Except as specified otherwise in this Agreement, you shall be solely responsible for providing, updating, uploading, and maintaining all Customer Data. ScribeMD.ai shall operate the Service in a manner that provides reasonable information security for Customer Data, using commercially reasonable data backup, security, and recovery protections.

9.2 Additional Customer Responsibilities

You are solely responsible for all Customer Data that you, or End Users, upload on ScribeMD.ai’s platform as part of the Service. ScribeMD.ai does not guarantee the accuracy, integrity, or quality of Customer Data. You shall not upload or otherwise make available to ScribeMD.ai any Customer Data that: (a) constitutes an infringement, misappropriation, or violation of all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information, or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights; (b) violates this Agreement, including, without limitation, the Privacy Policy or any applicable laws, rules, or regulations; (c) is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, sexually explicit, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual, promotes illegal activities or contributes to the creation of weapons, illegal materials, or is otherwise objectionable or illegal in any way; (d) contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, limit the functionality of any computer software or hardware or telecommunications equipment; (e) interferes with or disrupts the Service or servers or networks connected to the Service; (f) is harmful to minors in any way; (g) constitutes unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (h) causes ScribeMD.ai to violate any applicable law, rule, or regulation, including those regarding the export of technical data, or (i) you have not obtained consent for as required by privacy law from the patient to have their personal information transferred to ScribeMD.ai and used by ScribeMD.ai to provide and improve the Services. ScribeMD.ai reserves the right, but has no obligation, to review any Customer Data, investigate any claim related to Customer Data, or take appropriate action, in its sole discretion, against the person (you or End Users) at the origin of the content that creates any liability for ScribeMD.ai. Such actions may include removing, exercising any indemnity and termination rights contained herein, and reporting such Customer Data to law enforcement authorities.

9.3 Patient Data

All Customer Data and Patient Data shall be processed in accordance with ScribeMD.ai’s Privacy Policy. For clarity, all Patient Data shall be used by ScribeMD.ai to improve the ScribeMD.ai technology and Service.

10. Warranty Disclaimer

10.1 Disclaimer

The services are provided on an "as-is" basis, and ScribeMD.ai makes no representation or warranty whatsoever, and hereby disclaims all representations and warranties with respect to the service (in each case whether express or implied by law, course of dealing, course of performance, usage of trade or otherwise), including any warranty (a) of merchantability, fitness for a particular purpose, or non-infringement, (b) that the service will meet your requirements, will always be available , accessible, uninterrupted, timely, or operate without error, (c) as to the results that may be obtained from the use of the service, or (d) as to the accuracy or reliability of any information obtained from the service. You acknowledge that you are solely responsible for confirming the accuracy of all information returned by the services or ScribeMD.ai technology.

10.2 Additional Disclaimer

You acknowledge that the service is hosted by a third-party hosting provider (the "Hosting Contractor") and uses third-party server hardware, disk storage, firewall protection, server operating systems, management programs, web server programs for delivery of the service (the "Hosting Contractor Services"). Additionally, ScribeMD.ai uses third parties to help receive payments ("Payment Processor") and provide certain language processing services ("AI Provider"). ScribeMD.ai may change its Hosting Contractor, AI Provider, or Payment Processor at any time. Your use of the service is subject to any restrictions imposed by the Hosting Contractor, AI Provider, and the Payment Processor, as applicable. Notwithstanding any other provision of this Agreement, ScribeMD.ai shall not be liable for any problems, failures, defects, or errors with the service to the extent caused by the Hosting Contractor, AI Provider, or Payment Processor. You acknowledge that the fees payable for the service reflect the fact that ScribeMD.ai is not responsible for the acts and omissions of the Hosting Contractor, AI Provider, or Payment Processor, and that ScribeMD.ai could not afford to provide the service at the prices offered if it were responsible for the acts or omissions of the Hosting Contractor, AI Provider, or Payment Processor.

11. Indemnification

11.1 Provider Indemnification

ScribeMD.ai shall defend, indemnify, and hold harmless you and your directors, officers, and employees from and against any third-party claims, actions, proceedings, demands, lawsuits, damages, liabilities, and expenses (including reasonable attorneys’ fees and court costs) to the extent the service infringes, misappropriates, or otherwise violates any third-party intellectual property or proprietary rights.

11.2 Customer Indemnification

You shall defend, indemnify, and hold harmless ScribeMD.ai and its directors, officers, employees, agents, and providers from: (i) any claim based on a breach of the Eligibility Requirements, (ii) any loss incurred by ScribeMD.ai as a result of the use of the service in a way that violates the restrictions set out in this Agreement; (iii) any claim based on the use or disclosure of Customer Data (including for failure to obtain consent); and (iv) any claim from an End User in relation to their use of the service.

11.3 Indemnification Process

As conditions of the indemnification obligations above: (a) the applicable indemnified party will provide the indemnifying party with prompt written notice of any claim for which indemnification is sought (provided that failure to so notify will not remove the indemnifying party’s indemnification obligations except to the extent it is prejudiced thereby), (b) the indemnified party will permit the indemnifying party to control the defense and settlement of such claim, and (c) the indemnified party will reasonably cooperate with the indemnifying party in connection with the indemnifying party’s evaluation, defense, and settlement of such claim. In defending any claim, the indemnifying party shall use counsel reasonably satisfactory to the other party. The indemnifying party shall not settle or compromise any such claim or consent to the entry of any judgment without the prior written consent of the other party (not unreasonably withheld).

11.4 Exclusions

ScribeMD.ai’s obligations shall not apply to any claim to the extent arising from or relating to (a) misuse of the service not strictly in accordance with the documentation therefor, ScribeMD.ai’s instructions, or this Agreement; (b) any modification, alteration, or conversion of the service not created or approved in writing by ScribeMD.ai; (c) any combination of the service with any computer, hardware, software, or service not provided by ScribeMD.ai; (d) ScribeMD.ai’s compliance with specifications or other requirements of you; or (e) any third-party data, Appointment Data, or Customer Data. If the service is or may be subject to a claim of infringement, ScribeMD.ai may, at its cost and sole discretion: (i) obtain the right for you to continue using the service as contemplated herein; (ii) replace or modify the service so that it becomes non-infringing without substantially compromising its principal functions; or (iii) to the extent the foregoing are not commercially reasonable, terminate this Agreement and return to you any pre-paid fees for the service associated with the then-current Subscription Term.

Appendix: Business Associate Agreement for EE Dojo (d/b/a) ScribeMD.ai

1. Definitions

1.1. Business Associate: "Business Associate" shall generally have the same meaning as the term “business associate” at 45 CFR 160.103.

1.2. Covered Entity: "Covered Entity" shall generally have the same meaning as the term “covered entity” at 45 CFR 160.103.

1.3. HIPAA Rules: "HIPAA Rules" shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164.

1.4. Protected Health Information (PHI): "Protected Health Information" shall have the same meaning as the term “protected health information” in 45 CFR 160.103, limited to the information created, received, maintained, or transmitted by Business Associate on behalf of Covered Entity.

2. Obligations and Activities of Business Associate

2.1. Use and Disclosure: Business Associate agrees to not use or disclose PHI other than as permitted or required by the Agreement or as required by law.

2.2. Safeguards: Business Associate agrees to use appropriate safeguards to prevent use or disclosure of PHI other than as provided for by this Agreement.

2.3. Mitigation: Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of PHI by Business Associate in violation of the requirements of this Agreement.

2.4. Reporting: Business Associate agrees to report to Covered Entity any use or disclosure of PHI not provided for by this Agreement of which it becomes aware, including breaches of unsecured PHI as required by 45 CFR 164.410.

2.5. Subcontractors: Business Associate agrees to ensure that any subcontractors that create, receive, maintain, or transmit PHI on behalf of the Business Associate agree to the same restrictions, conditions, and requirements that apply to the Business Associate with respect to such information.

2.6. Access to PHI: Business Associate agrees to make PHI available in a designated record set to the Covered Entity as necessary to satisfy Covered Entity’s obligations under 45 CFR 164.524.

2.7. Amendment of PHI: Business Associate agrees to make any amendment(s) to PHI in a designated record set as directed or agreed to by the Covered Entity pursuant to 45 CFR 164.526.

2.8. Accounting of Disclosures: Business Associate agrees to document and make available to the Covered Entity the information required to provide an accounting of disclosures in accordance with 45 CFR 164.528.

3. Permitted Uses and Disclosures by Business Associate

3.1. General Use and Disclosure Provisions: Except as otherwise limited in this Agreement, Business Associate may use or disclose PHI to perform functions, activities, or services for, or on behalf of, Covered Entity as specified in the underlying service agreement, provided that such use or disclosure would not violate the HIPAA Rules if done by Covered Entity.

3.2. Specific Use and Disclosure Provisions:

4. Obligations of Covered Entity

4.1. Notification of Privacy Practices: Covered Entity shall notify Business Associate of any limitation(s) in the notice of privacy practices of Covered Entity under 45 CFR 164.520, to the extent that such limitation may affect Business Associate's use or disclosure of PHI.

4.2. Notification of Changes: Covered Entity shall notify Business Associate of any changes in, or revocation of, permission by an individual to use or disclose PHI, to the extent that such changes may affect Business Associate's use or disclosure of PHI.

4.3. Restrictions on Use or Disclosure: Covered Entity shall notify Business Associate of any restriction to the use or disclosure of PHI that Covered Entity has agreed to in accordance with 45 CFR 164.522, to the extent that such restriction may affect Business Associate's use or disclosure of PHI.

5. Term and Termination

5.1. Term: The Term of this Agreement shall commence as of the Effective Date and shall terminate when all of the PHI provided by Covered Entity to Business Associate, or created or received by Business Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity, or, if it is infeasible to return or destroy PHI, protections are extended to such information, in accordance with the termination provisions in this Section.

5.2. Termination for Cause: Upon Covered Entity's knowledge of a material breach by Business Associate, Covered Entity shall either:

5.3. Effect of Termination:

6. Miscellaneous

6.1. Regulatory References: A reference in this Agreement to a section in the HIPAA Rules means the section as in effect or as amended, and for which compliance is required.

6.2. Amendment: The Parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for Covered Entity to comply with the requirements of the HIPAA Rules and any other applicable law.

6.3. Survival: The respective rights and obligations of Business Associate under Section 5.3 of this Agreement shall survive the termination of this Agreement.

6.4. Interpretation: Any ambiguity in this Agreement shall be interpreted to permit compliance with the HIPAA Rules.