Terms of Service

This Terms of Service agreement (the "Agreement") is a contract between you (the "User," "you," or "your") and VERO SCRIBE INC. ("Vero," "we," "us," or "our"). This Agreement governs your access to and use of the Vero website, software applications, and related services (collectively, the "Platform" or the "Services"). The Services are intended for professional and organizational use by healthcare professionals and their authorized personnel.

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.

If you accept this Agreement on behalf of an organization, you represent that you are authorized to bind that organization. A separately executed service agreement governs to the extent it conflicts with these terms. Applicable data-processing and business associate agreements govern their subject matter, including security, permitted processing, residency, and incident reporting. These website terms do not amend those agreements or reduce protections or rights required by law. Our Privacy Policy describes our information practices.

These terms apply to authorized use in Canada, the United States, and any other jurisdiction in which Vero makes the relevant Services available. Availability of the website or an account does not establish that every feature is authorized or suitable in your jurisdiction. Mandatory local laws and rights continue to apply, regardless of the governing-law clause below. The French version of these terms and French Privacy Policy are available without charge.

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 immediately of any unauthorized use of your Account or any other breach of security.

2. The Services

2.1. Platform Overview: The Platform assists healthcare professionals and their authorized personnel with clinical documentation, transcription, summaries, forms, information retrieval, and candidate diagnosis-code suggestions. Available functionality depends on the enabled workflow and deployment. The Platform supports professional work; it does not replace a clinician, qualified coding professional, medical-record system, or billing compliance program.

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 in accordance with Section 10.

2.4. Coding Assistance: ICD-10-CM and ICD-10-CA suggestions are candidate diagnosis codes derived from documented encounter information. They are not a final coding determination, a new diagnosis, or an instruction to bill. The coding workflow does not automatically submit medical claims. Diagnosis-code support does not itself establish support for CPT, HCPCS, ICD-10-PCS, CCI, provincial fee codes such as OHIP, or other procedure, payment, or billing systems. Use only functionality expressly available in your workflow and the classification applicable to your jurisdiction and setting.

2.5. Jurisdiction and Availability: You must be authorized to perform the professional activities for which you use the Services. A supported U.S. or Canadian classification must not be substituted for a different national classification, payer schedule, or local billing rule. Before introducing Clinical Data from a jurisdiction outside Canada or the United States, obtain Vero's written confirmation of the supported deployment and applicable processing arrangements, and establish the required local authority, agreements, and safeguards. Vero may restrict a feature or deployment where legal, licensing, security, or operational requirements have not been met.

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 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 does not provide refunds or credits for any partial Subscription Periods.

4. Privacy and Data Governance

4.1. Your Privacy Obligations: You must have lawful authority to collect and provide Personal Information and Sensitive Health Information to the Services and must give required notices and obtain valid consents where required, including for recording and AI-assisted processing. Only provide information necessary for an authorized purpose and use approved access, integration, and support channels. The Privacy Policy is not a Patient consent form. Your responsibilities do not relieve Vero of its own obligations under applicable law or the governing data-protection agreements.

4.2. Permitted Data Use: We process your content to provide and secure the Services, follow lawful instructions, and meet applicable legal obligations, as described in the Privacy Policy and governing agreements. We may use aggregated or de-identified non-clinical account and usage information for lawful internal service analysis and improvement. This does not grant a separate right to use Patient information for research, advertising, or model training. Pseudonymized information remains protected where it can be linked to an individual. Patient information and Sensitive Health Information are not used to train, develop, or improve Vero's proprietary AI models, and we do not permit AI providers to train their public or general-purpose models with Patient data supplied through the Services.

4.3. Residency, Retention, and Records: Canadian Clinical Data is subject to the Canadian storage and all-processing commitment in section 6 of the Privacy Policy, including transcription, AI providers, and subprocessors. Non-clinical account or subscription processing does not create an exception for that Clinical Data. U.S. processing arrangements must be assessed separately. Select appropriate retention settings and preserve or export the records required by law, your professional obligations, and organizational policy. Archiving is not deletion; uploaded audio and live-recording audio have different retention treatment. Deletion in Vero does not remove copies exported to another system or promise immediate erasure from every backup. Vero is not a substitute for your required medical-record retention arrangements.

4.4. Required Processing Agreements: Where applicable law requires a business associate agreement, controller-processor agreement, or other data-protection arrangement, it must be in place before the relevant Clinical Data is processed. These website terms do not replace that agreement, authorize a restricted international transfer, or waive a person's privacy rights. Vero and the responsible organization each remain accountable for their own applicable obligations.

5. User Conduct and Responsibilities

5.1. Your Responsibilities: You must:

• Comply with applicable laws, regulations, and professional obligations.
• Follow reasonable service-security instructions and usage requirements made available to you.
• Promptly report suspected security incidents and material errors in generated outputs through an appropriate channel, without unnecessarily exposing Patient information.
• Maintain required records and ensure authorized personnel are appropriately qualified and supervised.
• Review, verify, and correct generated content before finalizing, signing, exporting, or relying on it for clinical, coding, or billing purposes.

5.2. Coding Review: Before using a suggested code, a clinician or qualified coding professional must independently confirm it against the actual record and authoritative coding references. Confirm the documented condition or finding, required specificity, code-set version applicable to the date of service or discharge, care setting, sequencing and exclusion instructions, and applicable payer and organizational requirements. Do not infer a diagnosis, laterality, complication, or other detail solely from an AI suggestion. Resolve missing or conflicting documentation with the responsible clinician. You and your organization retain responsibility for final code selection, medical necessity, claim preparation and submission, and responding to payer queries, denials, and audits. Exporting or accepting a suggestion is not evidence that these checks have been completed.

5.3. Prohibited Uses: You must not:

• Sublicense, distribute, or transfer access to the Platform except as authorized by your agreement.
• Reverse engineer, decompile, or attempt to discover its source code, except to the extent permitted by applicable law.
• Circumvent access controls, interfere with the Services, or access information without authorization.
• Use the Services to fabricate or falsify documentation, knowingly submit unsupported codes, upcode, unbundle improperly, inflate risk scores without clinical support, or otherwise facilitate a false or fraudulent claim.
• Use generated content as an autonomous diagnosis, treatment decision, eligibility decision, or substitute for required professional review.

Nothing in this Agreement prohibits lawful criticism, good-faith complaints, reporting to regulators, cooperation with an investigation, or exercising statutory rights.

6. Third-Party Functionality and Resources

The Platform may link to or connect with external resources, including coding references, payer materials, and systems you choose to use ("Third-Party Resources"). Those resources may have their own terms, licences, versions, and availability limits. Verify authoritative coding and payer requirements for the relevant encounter. A reference or link does not imply endorsement or guarantee that material is complete or current. This section does not disclaim Vero's responsibilities for subprocessors we engage to provide the Services, which remain subject to the Privacy Policy and governing data-protection agreements.

7. Intellectual Property Rights

7.1. Ownership: Vero 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 a non-exclusive, worldwide, perpetual, royalty-free licence to use product feedback, suggestions, or recommendations to improve the Services without compensation to you. This licence does not include Patient information, clinical records, or your other confidential content.

7.4. Your Content: You retain your rights in the content you provide, subject to the rights of Patients and other rights holders. You grant Vero a limited, non-exclusive licence to host, reproduce, transmit, and process that content as necessary to provide and secure the Services, follow your lawful instructions, and meet legal obligations, subject to the Privacy Policy and applicable data-protection agreements. This licence does not override residency, retention, or training restrictions. It continues after termination only to the extent necessary for permitted retention, deletion, or legal obligations. As between you and Vero, Vero does not claim ownership of your Patient records or generated clinical documentation; applicable law and third-party rights may affect ownership or permitted use of an output.

8. Confidentiality

Each party must protect the other's non-public information disclosed in connection with the Services, including clinical records and non-public technical or business information ("Confidential Information"). A receiving party may use it only for the purposes permitted by this Agreement and disclose it only to authorized personnel and service providers who need access and are bound by appropriate confidentiality obligations, or as required by law. This does not restrict information that is lawfully public, independently developed, or lawfully received without a confidentiality obligation. Personal and health information remain subject to applicable law and the governing data-protection agreements regardless of these exceptions. Where law permits, a party receiving a compulsory disclosure request will notify the other party and limit disclosure to what is legally required. These duties survive termination for as long as the information remains confidential or protected by law.

9. Disclaimers and Acknowledgment of Risk

9.1. Professional Judgment: THE PLATFORM DOES NOT REPLACE INDEPENDENT CLINICAL OR CODING JUDGMENT. Generated documentation, information summaries, evidence responses, and coding candidates are assistance for qualified professionals. They do not establish a diagnosis or direct treatment, and must not be relied on for emergency or time-critical decisions. The responsible clinician retains responsibility for diagnosis, advice, and treatment. Vero does not act as your treating clinician, billing agent, legal adviser, or payer.

9.2. AI Limitations: AI-generated outputs may be inaccurate, incomplete, unsupported, or out of date, even when expressed confidently or accompanied by a citation. Review, verify, and correct every output before clinical, coding, or billing use. Check referenced sources independently and confirm that the final record reflects the actual encounter. An editable suggestion or citation is not a guarantee of correctness.

9.3. No Coding or Payment Guarantee: We do not warrant that a suggested code is complete, billable, appropriate for a particular claim, or sufficient to establish medical necessity, coverage, risk adjustment, or payment. A code's presence in a directory or designation as billable does not establish payer acceptance. We do not guarantee reimbursement, revenue improvement, freedom from denials, or a successful audit.

9.4. Service Disclaimer: EXCEPT FOR EXPRESS COMMITMENTS IN THE GOVERNING AGREEMENTS AND TO THE EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." VERO DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND DOES NOT WARRANT ERROR-FREE OR UNINTERRUPTED OPERATION. THIS DISCLAIMER DOES NOT LIMIT EXPRESS DATA-PROTECTION COMMITMENTS OR RIGHTS AND OBLIGATIONS THAT CANNOT LAWFULLY BE EXCLUDED.

9.5. Risk Management: The Services do not provide billing certification, insurance, or a defence against a payer audit or legal claim. Your organization must maintain appropriate professional supervision, coding and billing controls, and any insurance required by its activities and applicable law. This provision does not transfer Vero's own legal responsibilities to you or limit liability that cannot lawfully be excluded.

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:

• 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.
• 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 licence to use the Platform ceases and accrued fees remain payable. Retention, export, return, and deletion of content follow the Privacy Policy, applicable law, and any governing data-protection or service agreement. Preserve or export required records before closing your Account. Termination does not authorize a new use of Patient information or eliminate confidentiality, incident-reporting, or other surviving obligations.

11. Indemnification

To the extent permitted by law and subject to any separately executed agreement, you will indemnify and defend Vero and its officers, directors, employees, and agents against third-party claims and resulting damages, settlements, and reasonable legal costs to the extent caused by: (a) your material breach of this Agreement or applicable law; (b) your lack of lawful authority or required consent for content you provide; (c) your fraudulent or unlawful clinical, coding, or billing conduct; or (d) infringement of a third party's rights by content you supply. This obligation does not apply to the extent a claim is caused by Vero's breach of its obligations, negligence, fraud, or wilful misconduct.

Vero must give prompt notice of the claim, with delay relieving your obligation only to the extent it materially prejudices the defence, and provide reasonable cooperation at your expense. You may control the defence with competent counsel; Vero may participate at its own expense. No settlement may admit fault by Vero, impose a non-monetary obligation on Vero, or fail to release Vero without its prior written consent, which will not be unreasonably withheld.

12. Limitation of Liability

12.1. Excluded Losses: TO THE EXTENT PERMITTED BY LAW AND SUBJECT TO SECTIONS 12.3 AND 12.4, VERO IS NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR BUSINESS OPPORTUNITIES, ARISING FROM THE SERVICES, WHETHER THE CLAIM SOUNDS IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY.

12.2. Aggregate Cap: SUBJECT TO SECTIONS 12.3 AND 12.4, VERO'S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED THE FEES YOU PAID TO VERO FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS CAP APPLIES ACROSS ALL CLAIMS ARISING FROM THE SAME OR RELATED EVENTS.

12.3. Exceptions: THESE LIMITATIONS DO NOT APPLY TO FRAUD, WILFUL MISCONDUCT, OR LIABILITY THAT APPLICABLE LAW DOES NOT PERMIT TO BE LIMITED OR EXCLUDED. DIFFERENT LIABILITY TERMS IN A SEPARATELY EXECUTED SERVICE, DATA-PROCESSING, OR BUSINESS ASSOCIATE AGREEMENT GOVERN THEIR SUBJECT MATTER. NOTHING IN THESE TERMS LIMITS A REGULATOR'S POWERS OR A PATIENT'S RIGHTS UNDER APPLICABLE LAW.

12.4. Mandatory Local Protections: Where Quebec law applies, the exclusions and cap in this Agreement do not exclude or limit liability for intentional or gross fault or for bodily or moral injury. Where applicable law prohibits limiting liability for death or personal injury caused by negligence, that liability is also excluded from these limitations. Non-waivable warranties, statutory remedies, and the right to challenge an abusive or unfair term remain available. These protections also apply to the indemnification and disclaimer provisions where relevant; none of those provisions may be used to circumvent them.

13. Governing Law and Jurisdiction

This Agreement is governed by the laws of Ontario and the federal laws of Canada applicable there, without regard to conflict-of-law rules. Subject to rights and jurisdictional rules that cannot lawfully be waived, the parties submit to the courts in Ontario. Nothing in this section prevents a complaint to a competent regulator or a proceeding in a forum required by applicable law.

Quebec and Other Mandatory Rights: The Ontario choice of law and forum does not deprive a person of protections or a competent local forum that applicable law does not allow them to waive, including applicable Quebec civil-law, language, privacy, and consumer protections. The professional-use description does not remove any protection that applies to a particular purchaser by law.

Quebec Contract Language: Where Quebec law requires a French contract, the French version of this Agreement and the required related documents must be provided before the parties expressly choose to be bound by another language version. No charge is imposed for the French version. Browsing an English page, selecting an interface language, or using the Services does not by itself establish that express choice. If no valid choice of another language has been made, the French version governs where required by Quebec law. A language choice does not waive mandatory rights or alter a separately executed agreement's lawful amendment process.

14. Modifications to the Agreement

We may modify this Agreement from time to time. We will provide at least thirty (30) days' notice of material changes by email or a Platform notification, stating the changes and their effective date. Changes apply prospectively from that effective date, subject to any acceptance or consent required by law and any separately agreed amendment process. Where legally permitted, continued use after that date constitutes acceptance. If you do not agree, stop using the Services and cancel or terminate under section 10, preserving required records first. A revised website document does not itself amend a separately executed agreement.

15. General Provisions

This Agreement, together with any applicable separately executed agreements, constitutes the entire understanding between you and Vero regarding the Services, subject to the order of precedence stated above. 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.