Terms of Service

2.1 Healthcare AI Voice Solutions

Company provides artificial intelligence-powered voice recognition, transcription, and documentation services specifically designed for healthcare environments. Our Services include:

• Real-time voice-to-text transcription for clinical documentation
• AI-powered clinical note generation and structured data extraction
• Integration with healthcare management systems including WellSky (Kinnser) and EHR platforms
• HIPAA-compliant data processing and storage
• Administrative workflow automation tools
• Analytics and reporting capabilities

2.2 Service Availability

We strive to maintain 99.9% uptime for our Services. However, Services may be temporarily unavailable due to maintenance, updates, or circumstances beyond our control. We will provide advance notice of planned maintenance when possible.

3.1 HIPAA Business Associate Agreement

If Customer is a HIPAA-covered entity, a separate Business Associate Agreement (BAA) must be executed before using our Services. The BAA governs the handling of Protected Health Information (PHI) and takes precedence over these Terms in case of conflict regarding PHI handling. Our standard BAA template is available on our HIPAA Compliance page.

3.2 Clinical Decision Making

IMPORTANT: Our Services are designed to assist with documentation and administrative tasks only. They do not provide medical advice, diagnoses, or treatment recommendations. All clinical decisions must be made by qualified healthcare professionals. Customer is solely responsible for:

• Reviewing and verifying all AI-generated content before use in patient care
• Ensuring compliance with applicable medical standards and regulations
• Making all clinical judgments and treatment decisions
• Maintaining appropriate professional liability insurance

3.3 Regulatory Compliance

Customer acknowledges that they are responsible for ensuring their use of our Services complies with all applicable laws and regulations, including but not limited to:

• Health Insurance Portability and Accountability Act (HIPAA)
• Health Information Technology for Economic and Clinical Health Act (HITECH)
• 21st Century Cures Act
• State healthcare privacy and security laws
• FDA regulations (where applicable)
• CMS and other payor requirements

4.1 Account Requirements

To use our Services, you must create an account and provide accurate, complete information. You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Immediately notifying us of any unauthorized use
• Ensuring all user information remains current and accurate

4.2 User Access Controls

Customer must implement appropriate user access controls and ensure that only authorized personnel access the Services. Customer is responsible for promptly revoking access for terminated employees or contractors.

5.1 Fees and Billing

Service fees are as specified in your executed service agreement or pricing schedule. All fees are due within thirty (30) days of invoice date unless otherwise specified.

5.2 Payment Methods

We accept payment by:

• ACH transfer (preferred method)
• Wire transfer
• Corporate credit card
• Check (with advance approval)

5.3 Late Payment

Late payments may incur a charge of 1.5% per month (18% annually) or the maximum rate permitted by law, whichever is less. We reserve the right to suspend Services for accounts more than 60 days past due after providing 30 days written notice.

5.4 Taxes

Customer is responsible for all applicable taxes, duties, and fees. If Company is required to collect or pay taxes, such amounts will be invoiced to Customer unless a valid tax exemption certificate is provided.

5.5 Price Changes

We may modify our pricing with sixty (60) days written notice. Price changes will not affect existing contracted terms during the current service period.

6.1 Customer Data

Customer retains all rights, title, and interest in and to Customer Data, including PHI. We do not claim ownership of Customer Data and will not use it except as necessary to provide the Services or as otherwise authorized in writing by Customer.

6.2 De-identified Data

We may create de-identified data from Customer Data in accordance with HIPAA standards. We may use such de-identified data to improve our Services, conduct research, and develop new features, provided that such data cannot be re-identified.

6.3 Data Portability

Upon request, we will provide Customer Data in commonly used, machine-readable formats to facilitate data portability. Additional fees may apply for complex data export requests.

7.1 Permitted Uses

Customer may use our Services solely for legitimate healthcare-related business purposes in accordance with these Terms and applicable law.

7.2 Prohibited Uses

Customer shall not:

• Use the Services for any unlawful purpose or in violation of applicable regulations
• Attempt to reverse engineer, decompile, or disassemble our software or systems
• Interfere with or disrupt the integrity or performance of our Services
• Access or attempt to access systems or data not intended for Customer
• Share account credentials with unauthorized parties
• Use the Services to process non-healthcare related data without authorization
• Transmit malware, viruses, or other harmful code
• Violate any third party's intellectual property rights

8.1 Company IP

Company retains all rights, title, and interest in our Services, including all software, technology, algorithms, and related intellectual property. Customer receives only a limited, non-exclusive, non-transferable license to use the Services during the term of the agreement.

8.2 Feedback

Any feedback, suggestions, or ideas provided by Customer may be used by Company without restriction or compensation.

9.1 Service Warranties

Company warrants that our Services will perform substantially in accordance with our published specifications. This warranty does not apply to issues caused by:

• Misuse of the Services
• Third-party software or hardware
• Network connectivity issues
• Force majeure events

9.2 Disclaimers

9.3 Medical Disclaimer

10.1 Liability Cap

10.2 Excluded Damages

10.3 Healthcare-Specific Limitations

Company shall not be liable for:

• Medical malpractice claims or patient care decisions
• Regulatory violations by Customer
• Claims arising from Customer's failure to verify AI-generated content
• Third-party integration failures or data corruption

11.1 Customer Indemnification

Customer agrees to defend, indemnify, and hold Company harmless from claims arising from:

• Customer's breach of these Terms
• Customer's violation of applicable laws or regulations
• Customer's negligent or wrongful acts
• Medical malpractice or patient care decisions
• Third-party claims related to Customer Data

11.2 Company Indemnification

Company agrees to defend, indemnify, and hold Customer harmless from third-party claims that our Services infringe valid U.S. patents or copyrights, subject to Customer's prompt notice and cooperation in defense.

12.1 Term

These Terms remain in effect until terminated. Service periods are as specified in your service agreement.

12.2 Termination for Cause

Either party may terminate immediately upon written notice if the other party:

• Materially breaches these Terms and fails to cure within 30 days
• Becomes insolvent or files for bankruptcy
• Ceases to conduct business in the ordinary course

12.3 Effect of Termination

Upon termination:

• Customer's access to Services will cease
• Customer Data will be returned or destroyed per Customer's instructions
• Outstanding fees become immediately due
• Provisions regarding confidentiality, liability, and indemnification survive

14.1 Governing Law

These Terms are governed by the laws of the State of Texas, without regard to conflict of law principles.

14.2 Dispute Resolution

Any disputes arising under these Terms shall be resolved through:

1. Good Faith Negotiation: Parties will attempt to resolve disputes through direct negotiation for 30 days
2. Mediation: If negotiation fails, disputes will be submitted to binding mediation in Dallas, Texas
3. Arbitration: If mediation fails, disputes will be resolved through binding arbitration under AAA Commercial Rules

14.3 Jurisdiction

For matters not subject to arbitration, parties consent to the exclusive jurisdiction of state and federal courts in Dallas County, Texas.

15.1 Entire Agreement

These Terms, together with any executed service agreements and BAAs, constitute the entire agreement between the parties and supersede all prior agreements and understandings.

15.2 Amendments

We may update these Terms from time to time. Material changes will be communicated with 30 days notice. Continued use of Services after changes take effect constitutes acceptance.

15.3 Severability

If any provision of these Terms is found unenforceable, the remainder shall remain in full force and effect.

15.4 Assignment

Customer may not assign these Terms without Company's written consent. Company may assign these Terms in connection with a merger, acquisition, or sale of assets.

15.5 Notices

All notices must be in writing and delivered to the addresses specified in the service agreement or to legal@copperdigital.com for Company notices.