Terms of Service

Last updated December 2023

Agreement To Our Terms

We are S7Labs LLC, doing business as MedWriter (“Medwriter,” “Provider,” “we,” “us,” “our”).

MedWriter owns and operates the website http://www.medwriter.ai (the “Site”), as well as any other related products and services (collectively, the “Services”) that refer or link to these Terms of Service (the “Terms”).

The Services are offered and provided subject to acceptance without modification of all of the terms and conditions contained herein. The Terms of Service shall be deemed to include all other operating rules, conditions, policies and procedures that are referred to herein or that may otherwise be published by MedWriter, from time to time, at the Site (collectively, Policies), including without limitation, MedWriter’s Privacy Policy, and as between a Covered Entity and MedWriter, the Business Associate Agreement.  By using the Service, you acknowledge you have received this documentation and agree to each of the Terms herein. MedWriter reserves the right, at our sole discretion, to change or modify portions of these Terms at any time. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service. You and we are collectively referred to as the “Parties." These Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you” or “Customer”), and MedWriter, concerning your access to and use of the Services.

FOR HIPAA COVERED ENTITY CUSTOMERS, IT IS THE SOLE RESPONSIBILITY OF YOUR PRACTICE TO DETERMINE THE APPROPRIATENESS OF OUR SERVICES WHEN PROVIDING HEALTHCARE SERVICES TO YOUR PATIENTS. CLINICIANS ARE SOLELY RESPONSIBLE FOR OBTAINING ANY AND ALL NECESSARY PATIENT CONSENTS FOR THE PROVISION OF MEDWRITER’S SERVICES, AND TO THE COLLECTION, USE AND DISCLOSURE OF PATIENT PERSONALLY IDENTIFIABLE INFORMATION AND PROTECTED HEALTH INFORMATION.

IN ADDITION, TO THE EXTENT APPLICABLE, MEDWRITER’S BUSINESS ASSOCIATE AGREEMENT “(BAA”) IS INCORPORATED INTO, AND FORMS PART OF THESE TERMS AND ACCOMPANYING PRIVACY POLICY, AND IS AVAILABLE AT BAA. YOU MUST READ, AGREE WITH AND ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THESE TERMS OF SERVICE, THE PRIVACY POLICY, AND THE BAA, WHICH INCLUDES THOSE TERMS AND CONDITIONS EXPRESSLY SET FORTH HEREIN AND THOSE INCORPORATED BY REFERENCE BEFORE USING THE WEBSITE.

BY CLICKING “I ACCEPT” AND ACCESSING AND USING THE MEDWRITER SERVICES, YOU ARE ENTERING THESE TERMS OF USE ON BEHALF OF YOURSELF AND YOUR ORGANIZATION, TO BE BOUND BY THESE TERMS AND ACCOMPANYING PRIVACY POLICY AND BUSINESS ASSOCIATE AGREEMENT. BY ACCEPTING THESE TERMS, YOU ARE REPRESENTING TO MEDWRITER THAT YOU ARE AN AUTHORIZED REPRESENTATIVE (AS DEFINED BELOW) OF YOUR ORGANIZATION WITH AUTHORITY TO ACCEPT THESE TERMS ON BEHALF OF YOUR ORGANIZATION.  PLEASE READ THESE TERMS OF USE CAREFULLY, AND DO NOT ACCEPT THEM IF YOU ARE NOT AUTHORIZED TO SO.

The Services are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Services.

We recommend that you print a copy of these Terms and the BAA for your records.

1. Definitions

"Aggregated Statistics" means data and information related to Customer's use of the Services that is used by Provider in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

"Authorized User" means Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.

"Customer Data" means, other than Aggregated Statistics,information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services. Customer data may include PHI.  

Documentation" means Provider's tutorials and guides relating to the Services provided by Provider to Customer either electronically or in hard copy form/end user documentation relating to the Services.

"Services" means the software-as-a-service Medwriter.ai, an Artificial Intelligence (“AI”)-powered application designed to assist healthcare professionals in transcribing and creating medical documentation.

"Provider IP" means the Services, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. Provider IP includes, without limitation, all source code, databases, functionality, software, website designs, audio, video, text, photographs, graphics in the Services, Aggregated Statistics and any information, data, or other content derived from Provider's monitoring of Customer's access to or use of the Services, (collectively, the “Content”), as well as the trademarks, service marks, and logos contained therein (the “Marks”). For the avoidance of doubt, Provider IP does not include Customer Data.

2. Access and Use

1. Provision of Access. Subject to and conditioned on Customer's payment of Fees and compliance with the terms and conditions of this Agreement, Provider hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 12(g)) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer's internal use. Provider shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services. The total number of Authorized Users will not exceed the number selected when the Customer purchases a subscription.

2. Documentation License. Subject to the terms and conditions contained in this Agreement, Provider hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 12(g)) license to use the Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Services.

3. Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use or disclose the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

4. Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Provider IP.

5. Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Services if: (i) Provider reasonably determines that (A) there is a threat or attack on any of the Provider IP; (B) Customer's or any Authorized User's use of the Provider IP disrupts or poses a security risk to the Provider IP or to any other customer or vendor of Provider; (C) Customer, or any Authorized User, is using the Provider IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Provider's provision of the Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Provider has suspended or terminated Provider's access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 5(a)(iii) (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Provider shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Provider shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Provider will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.

6. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Provider may monitor Customer's use of the Services and collect and compile Aggregated Statistics. As between Provider and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Provider. Customer acknowledges that Provider may compile Aggregated Statistics based on Customer Data input into the Services. Customer agrees that Provider may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer, Customer Data, or Customer's Confidential Information.
7. If you wish to make any use of the Services, Content, or Marks other than as set out in this section or elsewhere in our Terms, please address your request to: team@medwriter.ai. If we ever grant you the permission to post, reproduce, or publicly display any part of our Services or Content, you must identify us as the owners or licensors of the Services, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content.

3. Customer Responsibilities

1. General. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Services, and shall cause Authorized Users to comply with such provisions.

4. Intellectual Property Ownership; Feedback

1. Provider IP. Customer acknowledges that, as between Customer and Provider, Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP [and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products].

2. Customer Data. Provider acknowledges that, as between Provider and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Provider a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Provider to provide the Services to Customer.

3. Feedback.

1. If Customer or any of its employees or contractors sends or transmits any communications or materials to Provider by mail, email, telephone, or otherwise, suggesting or recommending changes to the Provider IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Provider is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback.
2. Customer hereby assigns to Provider on Customer's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Provider is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Provider is not required to use any Feedback.
3. Customer warrants that any Feedback sent to Provider is original to Customer or that Customer has the necessary rights and licenses to submit such Feedback and that Customer has full authority to grant Provider the above-mentioned rights in relation to Feedback.
4. Customer warrants and represents that Feedback does not constitute confidential information.
5. Customer is solely responsible for Feedback and Customer expressly agrees to reimburse Provider for any and all losses that we may suffer because of your breach of (i) this section, (ii) any third party’s intellectual property rights, or (iii) applicable law.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

5. Customer Registration and Representations

You may be required to register to use the Services. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

By using the Services, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these  Terms; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Services for any illegal or unauthorized purpose; and (7) your use of the Services will not violate any applicable law or regulation.

6. Purchases and Payment

We accept the following forms of payment: Credit Card, Apple Pay, Google Pay (all via Stripe.com secure payment processing).

You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Services. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in US dollars.

You agree to pay all charges at the prices then in effect for your purchases and any applicable shipping fees, and you authorize us to charge your chosen payment provider for any such amounts upon placing your order. If your order is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until such time as you cancel the applicable order. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.

We reserve the right to refuse any order placed through the Services. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing or shipping address. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.

7. Cancellation

All purchases are non-refundable. You can cancel your subscription at any time by logging into your account. Your cancellation will take effect at the end of the current paid term.

If you are unsatisfied with our Services, please email us at team@medwriter.ai.

8. Prohibited Activities

You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Services, you agree not to:

1. Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
2. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
3. Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.
4. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
5. Use any information obtained from the Services in order to harass, abuse, or harm another person.
6. Make improper use of our support services or submit false reports of abuse or misconduct.
7. Use the Services in a manner inconsistent with any applicable laws or regulations.
8. Engage in unauthorized framing of or linking to the Services.
9. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
10. Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
11. Delete the copyright or other proprietary rights notice from any Content.
12. Attempt to impersonate another user or person or use the username of another user.
13. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
14. Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
15. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
16. Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
17. Copy or adapt the Services’ software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
18. Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.
19. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or use or launch any unauthorized script or other software.
20. Use a buying agent or purchasing agent to make purchases on the Services.
21. Make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
22. Use the Services as part of any effort to compete with us or otherwise use the Services and/or the Content for any revenue-generating endeavor or commercial enterprise.

9. Customer Data

The Services facilitate the generation of medical notes based on input content, including but not limited to dictations or patient conversations. While using this service, you are solely responsible for the accuracy and confidentiality of the content and information generated and shared, including but not limited to audio recordings, transcriptions, and any other material processed through the Services. Customer Data must adhere to the following standards:

1. Compliance with Laws and Regulations: Customer Data must comply with all applicable laws, regulations, and healthcare standards, including but not limited to privacy laws, patient confidentiality obligations, and medical record keeping regulations.
2. Privacy and Consent: You must ensure that all Protected Health Information (PHI) is handled confidentially and that all PHI that is created, transmitted, used or disclosed has all of the required authorizations and/or consents from individuals prior to any disclosure to MedWriter. Customer Data should not disclose any patient information without proper consent or authorization in line with HIPAA and other privacy regulations.
3. Accuracy and Integrity: Deliberate falsification or manipulation of medical information is strictly prohibited.
4. Ethical Use: Customer Data should not be used for any purpose that is unethical, abusive, or detrimental to patient care. This includes avoiding any form of system abuse, such as Distributed-Denial-of-Service (DdoS) attacks, or attempts to manipulate the AI for malicious outcomes.
5. Ownership and Permission: If Customer Data include any third-party content, you must have all necessary licenses, rights, consents, and permissions to use such content and to authorize the use of these Customer Data as per these Terms.
6. No Infringement of Rights: Customer Data should not infringe upon the intellectual property rights, privacy rights, or other legal rights of any third party.

Any use of the Services in violation of the above guidelines may result in, among other actions, termination or suspension of your rights to use the Services.

You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Services, and other users of the Services to use your Contributions in any manner contemplated by the Services and these Legal Terms.

10. Data Retention and Deletion

We maintain your Data for as long as they are necessary to provide our Services effectively, while also complying with any applicable legal retention requirements. User settings data is retained until you either terminate your account or specifically request its deletion. Customer Data and data generated by the system in response to Customer Data, including but not limited to transcription service output or AI note generated output that can contain Protected Health Information (PHI), can be manually deleted by users through our Service interface and is also programmed to be automatically erased routinely in accordance with our Service's predetermined settings.

Due to the automated deletion process inherent in our Service, the Service is not intended to serve as a permanent repository for Protected Health Information (PHI). You are responsible for immediately and securely transferring and storing PHI in dedicated record-keeping systems, such as Electronic Medical Record (EMR) systems, to ensure long-term preservation and compliance with healthcare data management standards.

To initiate a request for the deletion of your Customer Data, please contact our support team.

11. Services Management

We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, notice, or liability, terminate the Services; and (4) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

12. Privacy Policy

Data Security & Privacy

Your privacy is paramount to us. We are committed to safeguarding the security of personal information, including transcriptions of patient-doctor conversations. Appropriate technical and organizational measures have been implemented to secure personal data. However, the Internet has inherent vulnerabilities, and we cannot guarantee complete security against unauthorized access, alterations, destruction, or disclosure of personal information. In the event of a security breach, we pledge to notify you and any applicable authorities as required by law. Delve deeper into our data protection practices in our Privacy Policy.

HIPAA Compliance and Business Associate Agreement

Our priority is ensuring the security and confidentiality of sensitive medical information. Abiding by the Health Insurance Portability and Accountability Act (HIPAA) of the United States, we enforce rigorous measures to uphold the confidentiality, integrity, and availability of any electronic protected health information in our care. Please note that the Business Associate Agreemen between you and MedWriter outlines our commitment towards the safety and protection of PHI. This BAA is integrated by reference into these Terms as an appendix.

We undertake regular assessments of our systems and methodologies, inclusive of the provisions in the BAA, to maintain compliance with current laws, and applicable members of MedWriter’s workforce receive training to ensure understanding and compliance with our HIPAA policies and procedures.

13. Term and Termination

These Terms shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE LEGAL TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

14. Modifications and Interruptions

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.

We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to use the Services during any downtime or discontinuance of the Services. Nothing in these Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

15. Governing Law

These Terms and your use of the Services are governed by and construed in accordance with the laws of the Commonwealth of Massachusetts applicable to agreements made and to be entirely performed within the Commonwealth of Massachusetts, without regard to its conflict of law principles.

16. Dispute Resolution

Binding Arbitration

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the American Arbitration Association (AAA) website. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in the State of Massachusetts, United States. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in the State of Massachusetts, United States, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms.

In no event shall any Dispute brought by either Party related in any way to the Services be commenced more than one (1) years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

17. Corrections

There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.

18. Disclaimer

THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES’ CONTENTOR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (4) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (5) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

The Services aim to streamline the medical documentation process and enhance productivity. While the AI strives for accuracy, it is essential to note that it is a tool and is not infallible. The accuracy of the AI’s output cannot be guaranteed. It should only be used as an aid and not as a sole source of medical information or decision-making. Every output produced by the AI MUST BE CRITICALLY REVIEWED AND VALIDATED BY THE USER. Using our Services does not in any way replace professional judgment, diagnostic skills, or treatment decisions, all of which are the responsibility of the healthcare professionals using our Services. We disclaim all responsibility for the accuracy or reliability of AI outputs.

19. Limitations of Liability

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

Though we aim for utmost precision with our automated transcription tool, inaccuracies may arise. It’s imperative to meticulously examine and confirm the medical notes derived from our Services prior to making clinical determinations or finalizing medical documentation. We are not accountable for errors in auto-generated notes; however, we are devoted to refining our tool’s precision. We appreciate feedback on any inconsistencies to bolster our system.

20. Indemnification

1. Provider Indemnification.

1. Provider shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including attorneys' fees) ("Losses") incurred by Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property rights, provided that Customer promptly notifies Provider in writing of such Third-Party Claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such Third-Party Claim.
2. If a Third Party-Claim is made or appears possible, Customer agrees to permit Provider, at Provider's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.
3. This Section 20(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; (B) modifications to the Services not made by Provider; [or] (C) Customer Data.

2. Customer Indemnification. Customer shall indemnify, hold harmless, and, at Provider's option, defend Provider from and against any Losses resulting from any Third-Party Claims that Customer Data, or any use of the Customer Data in accordance with this Agreement infringes or misappropriates such third party's intellectual property rights, or Third-Party Claims arising out of (A) Customer’s use of the Services; (B) Customer’s use of the Services in a manner not authorized by this Agreement; (C) Customer’s breach of its representations and warranties set forth in these Terms, including but not limited to Customer’s failure to obtain any and all authorization and consents from individuals to record or otherwise transcribe conversations with patients, and any failure to obtain authorizations or consents required under federal or state laws; (D) Customer’s use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; (E) modifications to the Services not made by Provider; or (F) any overt harmful act toward any other user of the Services with whom you connected via the Services; provided that Customer may not settle any Third-Party Claim against Provider unless Provider consents to such settlement, and further provided that Provider will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
3. Sole Remedy. THIS SECTION 20 SETS FORTH CUSTOMER'S SOLE REMEDIES AND PROVIDER'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL PROVIDER'S LIABILITY UNDER THIS SECTION 20 EXCEED $1000.

21. Electronic Communications, Transaction, and Signatures

Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

22. California Users and Residents

Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about S7 Labs, LLC must be addressed to our agent for notice and sent via email to: team@medwriter.ai

If any complaint with us is not satisfactorily resolved, you can 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, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

23. Miscellaneous

These Terms and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms or use of the Services. You agree that these Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.

24. Contact Us

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:

team@medwriter.ai