Vero Scribe Terms of Service

This Terms of Service agreement (the "Agreement") is a legally binding contract between you (the "User," "you," or "your") and Vero Scribe Inc. ("Vero Scribe," "we," "us," or "our"). This Agreement governs your access to and use of the Vero Scribe website, software applications, and related services (collectively, the "Platform" or the "Services").

By creating an account, accessing, or using the Platform, you acknowledge that you have read, understood, and agree to be bound by the terms and conditions of this Agreement. If you do not agree to these terms, you must not access or use the Platform.

You represent and warrant that you have the legal power and authority to enter into this Agreement and to be bound by its terms.

1. Account Registration and Security

1.1. Account Creation: To access the Platform, you must register for a user account ("Account"). By creating an Account, you affirm that you possess the legal right and capacity to enter into this Agreement and will use the Platform strictly in accordance with these terms and our associated policies.

1.2. Registration Information: During registration, you will be required to provide current, complete, and accurate information, which may include your full name, professional credentials, and contact details. This information is collected for the purpose of providing and securing our Services, as further detailed in our Privacy Policy.

1.3. Account Security: You are responsible for creating a secure password and maintaining the confidentiality of your Account credentials. You are solely responsible for all activities that occur under your Account. You must notify Vero Scribe immediately of any unauthorized use of your Account or any other breach of security.

2. The Services

2.1. Platform Overview: The Platform is a clinical documentation tool designed to assist registered medical practitioners in their delivery of healthcare services. The specific functionalities are described on our website and within the Platform.

2.2. Modifications to the Services: We reserve the right, in our sole discretion, to modify, update, or discontinue any part of the Platform or its functionalities at any time. Such modifications may be subject to additional terms and fees, of which you will be notified in advance.

2.3. Term: This Agreement commences upon your first access to the Platform and will remain in effect until terminated by either you or Vero Scribe in accordance with Section 10.

3. Fees and Payments

3.1. Subscription Fees: Access to the Platform requires payment of a subscription fee (the "Subscription Fee") for your chosen subscription period (the "Subscription Period"), as published on our website or otherwise agreed upon.

3.2. Automatic Renewal: Your subscription will automatically renew at the end of each Subscription Period unless you cancel your subscription through your Account settings prior to the renewal date. Vero Scribe may vary the Subscription Fee upon reasonable advance notice, with such changes taking effect at the start of your next Subscription Period.

3.3. Cancellation and Refunds: Cancellation will take effect on the day after the last day of the current Subscription Period. Except as expressly stated herein or as required by law, Vero Scribe does not provide refunds or credits for any partial Subscription Periods.

4. Privacy and Data Governance

4.1. Practitioner's Privacy Obligations: You represent and warrant that you have obtained all necessary authorizations and valid consents from all individuals (including patients) to disclose their Personal Information and Sensitive Health Information to Vero Scribe. This is required so that we may lawfully collect, use, store, and disclose such information for the purpose of operating the Platform as described in our Privacy Policy, without violating any law or infringing upon any individual's rights.

4.2. Use of De-Identified Data: You grant Vero Scribe a non-exclusive, worldwide, perpetual, irrevocable, royalty-free license to de-identify data provided to the Platform (excluding Sensitive Health Information) and to use such de-identified data for the purposes of service improvement, research, and analytics. We employ robust technical safeguards and business processes to ensure that this data cannot be reverse-engineered or re-identified.

5. User Conduct and Responsibilities

5.1. Your Responsibilities: You must: a. Comply with all applicable laws, regulations, and professional obligations in connection with your use of the Platform. b. Cooperate with all reasonable directions from Vero Scribe regarding your use of the Platform. c. Comply with our Platform Usage Policy, as may be updated from time to time. d. Promptly notify Vero Scribe of any defect in the Platform or any complaint you receive regarding the Platform. e. Maintain accurate and complete records related to your use of the Services, as required by law and professional standards.

5.2. Prohibited Uses: You must not: a. Sublicense, distribute, or otherwise transfer the Platform to any third party. b. Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Platform, except as permitted by law. c. Alter, modify, or create derivative works of the Platform. d. Use the Platform to transmit inaccurate, unlawful, or harmful data. e. Take any action that could damage the reputation or standing of Vero Scribe.

6. Third-Party Functionality and Resources

The Platform may integrate with or contain links to third-party software, services, or resources ("Third-Party Resources"). Vero Scribe does not endorse and is not responsible for the content, products, or services of such Third-Party Resources. Your use of any Third-Party Resources is subject to their respective terms and conditions.

7. Intellectual Property Rights

7.1. Ownership: Vero Scribe and its licensors exclusively own all right, title, and interest in and to the Platform and all its underlying components, including all associated intellectual property rights.

7.2. License to Use the Platform: We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform during the Term, solely for the purpose of facilitating your delivery of healthcare services.

7.3. License to Feedback: You grant Vero Scribe a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable license to use any feedback, suggestions, or recommendations you provide to us for the purpose of improving our Services, without any obligation or compensation to you.

7.4. License to Your Content: You grant Vero Scribe a non-exclusive, worldwide, royalty-free license to use, reproduce, and process the de-identified material you provide to the Platform solely for the purpose of operating and improving the Services as permitted by this Agreement and our Privacy Policy.

8. Confidentiality

You agree to hold in strict confidence any non-public information disclosed by us, including but not limited to technical and business information ("Confidential Information"). You shall not disclose such Confidential Information except as required by law or to personnel with a need to know, and you shall employ all reasonable measures to protect it from unauthorized disclosure.

9. Disclaimers and Acknowledgment of Risk

9.1. No Professional Medical Advice: THE PLATFORM IS A CLINICAL DOCUMENTATION TOOL AND IS NOT A SUBSTITUTE FOR YOUR INDEPENDENT PROFESSIONAL MEDICAL JUDGMENT. You are solely responsible for all medical decisions, including diagnosis, advice, and treatment for your patients. The Platform is not a medical device and does not provide medical advice.

9.2. AI and Machine Learning Acknowledgment: You acknowledge that the Platform utilizes artificial intelligence and machine learning technologies. Due to the probabilistic nature of these systems, outputs generated by the Platform may occasionally be inaccurate or incomplete. It is your professional responsibility to review, verify, and correct all outputs before they are used or relied upon for any clinical purpose.

9.3. "AS IS" Disclaimer: THE PLATFORM AND ALL RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. VERO SCRIBE DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. Suspension and Termination

10.1. Suspension: We reserve the right to suspend or restrict your access to the Platform without notice if we reasonably believe you have violated this Agreement, or to comply with legal requirements.

10.2. Termination: a. By You: You may terminate this Agreement at any time by closing your Account through the Platform settings or by contacting us at hello@veroscribe.com. b. By Us: We may terminate this Agreement if: (i) you are in material breach of these terms; (ii) we are required to do so by law; or (iii) we decide to discontinue the Platform, in which case we will provide reasonable notice and a pro-rata refund of any prepaid fees.

10.3. Effect of Termination: Upon termination, your license to use the Platform will cease, you must pay all outstanding fees, and we may, at our discretion, delete your Account data in accordance with our data retention policies and applicable law.

11. Indemnification

You agree to indemnify, defend, and hold harmless Vero Scribe and its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in any way connected with: (a) your access to or use of the Platform; (b) your violation of this Agreement, applicable law, or professional obligations; (c) any claim made by a patient in relation to your acts or omissions; and (d) your infringement of any third-party rights.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL VERO SCRIBE'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO VERO SCRIBE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to its conflict of law principles. The parties agree to submit to the exclusive jurisdiction of the courts located in Ontario, Canada.

14. Modifications to the Agreement

We may modify this Agreement from time to time. We will provide at least thirty (30) days' notice of any material changes via email or a notification on the Platform. Your continued use of the Platform after the effective date of the changes will constitute your acceptance of the revised Agreement. If you do not agree to the changes, you must stop using the Platform and terminate your Account.

15. General Provisions

This Agreement constitutes the entire understanding between you and Vero Scribe. If any provision of this Agreement is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions will remain in full force. You may not assign or transfer this Agreement without our prior written consent. This Agreement does not create any partnership, joint venture, or agency relationship between the parties.