Terms of Service

This is the Terms of Service Agreement (the “Agreement”) that you and Nationwide Psychiatry PLLC, doing business under the name Companion Medical Scribe AI (“Company,” “we,” “us,” or “our”) have agreed to. This Agreement governs your use of our application (“App”), platform (“Platform”), application programming interfaces (each a “API”), and any other goods and services we provide (collectively, the “Services”).

Companion Medical Scribe AI provides cloud-based healthcare documentation services, facilitating real-time medical transcription, coding recommendations, and personalized note generation for healthcare providers. This service is classified as a non-tangible service delivered through a web-based platform. No software is delivered, installed, or hosted locally, and all processes occur remotely through our secure cloud infrastructure.

Additionally, Companion Medical Scribe AI offers chatbot services designed to provide information and assistance. The platform is powered by an extensive database of drugs and diseases to support healthcare providers in delivering better patient care. However, it is important to note that the information provided by the chatbot is AI-generated and should not be considered as a substitute for clinical judgment or standard treatment guidelines. Healthcare providers must ensure that any decision made is in line with best practices, current guidelines, and individual patient needs.

Companion Medical Scribe AI incorporates Azure AI-based Natural Language Processing (NLP) technology, specifically Microsoft Cognitive Services, to enhance healthcare documentation while ensuring compliance with privacy regulations. Before any data is processed by our AI services, Protected Health Information (PHI) is automatically identified and removed to safeguard patient confidentiality.

HIPAA and GDPR Compliance – Our data processing methods fully align with HIPAA and GDPR standards, ensuring secure handling and transmission of de-identified data.

If you are using the Services on behalf of an entity, you are confirming to us that you have the right to bind that entity to this Agreement and that you agree to this Agreement on its behalf (in which case “you” will refer to that entity). You may not access or use the Services if you do not agree to this Agreement or if you do not meet the eligibility requirements listed below.

The parties agree that an electronic acceptance of the agreement has the same evidentiary significance as an agreement on paper.

The conditions outlined in our privacy policy, which can be found at Companion Medical Scribe Ai/privacy (the “Privacy Policy”), govern your use of and participation in the services provided by the company. How we gather and utilize your information to administer this Agreement is described in our Privacy Policy.

This Agreement may be updated and revised at any time by us. To let you know if this Agreement has changed since your last visit, we’ll also make sure to update the “Last Updated” date at the top of this page. Any such modifications take effect as soon as we publish them and are applicable to any future access to and use of the Services. Because your continuing use of the Services after we post any modifications indicates that you accept the updated Terms, please review this Agreement on a regular basis. You must cease using the Services if you disagree with any changes to the Terms. Regardless of the aforementioned, any modifications to the terms of fees and payments as outlined in Section 5 will only take effect the calendar month after this Agreement is revised.

You must abide by this Agreement in order to use the Services. You guarantee by using and accessing the Services that:

1. You have the legal capacity to sign legally binding agreements;
2. You provide accurate and true registration information; “registration information” refers to your own information, not that of your patients.
3. You’ll continue to keep such information accurate; and
4. No laws or regulations are broken by your usage of the Services.

Healthcare providers, telehealth firms, and any other businesses that offer services related to any of the aforementioned are the target users of the services. Notwithstanding the aforementioned, the Services are a tool that helps these constituencies provide better care for their clients and patients and do not, under any circumstances, amount to our giving medical advice.

It is completely forbidden to copy, distribute, or change the Companion Medical Scribe AI Content unless specifically allowed in this Agreement. No portion of the Companion Medical Scribe AI Content may be displayed on public bulletin boards, websites, internet domains, online chat rooms, or be linked to, indexed, or used in any other way by automated software, including search engines, robots, spiders, crawlers, data mining tools, or any other software that aggregates access to, or the content of, the Companion Medical Scribe AI Content. No portion of the Companion Medical Scribe AI Content may be incorporated into other programs or reverse-engineered.

No content that is illegal, threatening, libelous, defamatory, obscene, pornographic, profane, or that might otherwise violate any law, regulation, or rule may be uploaded or transmitted to or through the Companion Medical Scribe AI Content. Additionally, you are not permitted to transmit any content that violates the rights of any party or that you are not authorized to transmit. Anything that interferes with the Companion Medical Scribe AI Content’s ability to function normally cannot be uploaded or sent to or through the Content.

By using the Companion Medical Scribe AI Content, you promise to provide only true and up-to-date information and to avoid using it to impersonate someone else. In the event of suspicious or potentially dangerous behavior, Companion Medical Scribe AI retains the right, at its sole discretion, to disable or suspend your access to the Companion Medical Scribe AI Content immediately. It may also audit your use of the Content or electronically monitor compliance with this Agreement.

By accessing and using the Companion Medical Scribe AI Content, you consent to abiding by all applicable laws, including US export laws and regulations.

Companion Medical Scribe AI is not a healthcare provider, and its content is not meant to provide medical advice, diagnosis, or treatment. It should also not be used in place of a qualified healthcare provider’s evaluation of each patient, taking into account the patient’s particular circumstances. Companion Medical Scribe AI’s material:

• is meant and offered exclusively for general educational reasons and should not be interpreted or relied upon to suggest that a particular person’s usage of a medication or therapy is safe, appropriate, or effective;
• may not be applicable to any particular medical situation;
• is not exhaustive and may not include all uses, precautions, side effects, warnings, and interactions connected to medications or treatments;
• has not been examined for compliance with federal or state pharmaceutical marketing, advertising, and disclosure rules or regulations;
• is only applicable to use with medications that are lawfully available in the United States; and
• is subject to change at any time.

Any advise, diagnosis, treatment, or other information or services—including medical services—that you may receive from your healthcare professional are not Companion Medical Scribe AI’s responsibility or liability. If you are in an emergency or life-threatening medical scenario, you should not use the Companion Medical Scribe AI content. Please contact your healthcare provider if you have any questions about your health, including any medical conditions or treatments. If you are experiencing a medical emergency, you should get immediate medical assistance or call 911 (or your local medical emergency number).

You may only use or receive the Services to the extent that it is not prohibited by the laws of the United States or your jurisdiction. Please confirm that this agreement complies with all applicable laws, rules, and regulations. Making sure that your use of the Services conforms with the laws of your particular jurisdiction is entirely your responsibility.

For the duration of the Term, we hereby give you the non-exclusive, non-transferable right to access and use the Services, only for your end users’ usage in compliance with this Agreement. “End users” in this Agreement refers to your employees or contractors who are permitted to use the Services in accordance with the terms specified in the Agreement.

We hereby grant you a non-exclusive, non-transferable license (without the right to sublicense) to use the Platform, any API, API components, and/or Services to the extent that your use of the Services includes the use and/or integration of our Platform, any of our APIs, or any of our Services.

1. create and deploy applications (referred to as “User Applications”) that help you access and utilize the Services; and
2. using the Platform, any associated APIs, and/or code only for the creation, development, and testing of such User Applications.

Only when specifically permitted and in accordance with any policies outlined here or otherwise made available to you within the Services may you use the Services. It is prohibited to copy any part of the Services in any way. In addition to the aforementioned, you are not permitted to conduct any of the following when using the Services:

• Use the Services for any business venture, revenue-generating activity, or other purpose not specifically allowed by this Agreement without our prior written authorization;
• Declare or imply that Companion Medical Scribe Ai supports any claims you make;
• resell any services for profit, except specifically allowed by this agreement;
• alter, modify, translate, reverse engineer, decompile, disassemble, or transform any of the services’ contents that aren’t meant to be read in this way;
• impede or make an effort to interfere with the Services’ ability to function properly or with any activity carried out on them;
• bypass, evade, or make an effort to evade any safeguards we may put in place to limit or stop access to the Services, including but not limited to other accounts, computer systems, or networks that are linked to the Services;
• Use the Services to send “spam” or auto-responders of any kind;
• Use the Services or access them for any unlawful or unauthorized purpose, such as harassing, abusing, defaming, or otherwise violating the rights of any person; or
• Otherwise, act in a way that violates this agreement.

We reserve the right, at our sole discretion, to develop and update the Services, change the Services, restrict access to the Services (including to registered users), withdraw or terminate the Services completely, or any combination of these actions without providing you with prior notice. All of the terms and conditions of this Agreement shall apply to any such updates, revisions, or changes, which will be considered part of the Services. You may end this agreement at any time after such an update, modification, or change by giving thirty (30) days’ written notice. Any changes, suspensions, discontinuations, or terminations of the Services will not subject you or any third party to liability. You will remain liable for your responsibilities under this Agreement, including your warranties, as well as the disclaimers and limits of responsibility, even if this Agreement is modified, suspended, discontinued, or terminated.

In order to facilitate repairs, maintenance, or the rollout of new facilities or services, your access to the Services may occasionally be limited. As soon as it is reasonably possible, we will restore the services. If the services are occasionally unavailable, we won’t be held responsible.

The purpose of the services is to help you run your business. We do not guarantee or suggest that using the Services will fulfill your legal duties or guarantee that you will abide by all applicable laws, rules, or regulations. It is entirely your responsibility to make sure that all relevant rules and regulations are followed. You understand and commit to using the Services solely for legitimate, appropriate, and compliant purposes as specified in this Agreement and any relevant laws, rules, or regulations.

Without restricting what has been said thus far, you will bear full responsibility for:

• the correctness, caliber, integrity, legality, dependability, and suitability of all data you provide when utilizing the Services;
• Employ commercially reasonable measures to prevent any unauthorized use or access to the Services, including unauthorized control or tampering, and promptly notify us of any unauthorized use or security breach;
• abide by all applicable local, state, federal, and international laws when using the services, including those pertaining to privacy and the protection of personal or customer data;
• and acquire and maintain all communications, computer hardware, and software required to access the Services, as well as pay any access fees you may incur while using the Services.

The day you sign the agreement (the “Effective Date”) marks the beginning of the agreement’s term.

As of the Effective Date, you will have access to and utilize the Services for a one-month introductory period (henceforth referred to as the “Initial term”). Unless you terminate the agreement by sending the company an email with one month’s notice, the agreement will be automatically renewed at the end of the Initial Term for subsequent one-month periods (henceforth referred to as the “Renewed Term”).

If you have broken this Agreement or otherwise engaged in behavior that harms or is intended to harm us or the Services, we have the right to cancel your access to or use of the Services. Additionally, if you commit fraud or violate any of your obligations under this Agreement, we have the right to suspend or cancel your usage of the Services. Such a suspension or termination could happen suddenly and without warning. Unauthorized copying or downloading of content from the Services is, among other things, a violation of this Agreement.

We reserve the right to terminate this Agreement at any time, without cause or prior notice, at our sole discretion, or with one (1) month’s written notice to you.

If for any reason your access to the Services is suspended or canceled:

1. Under this agreement, all rights will expire.
2. You consent to promptly stop using any and all services.
3. If the services are terminated, or if your personal or account data is deleted, we will not be responsible for paying you or any third party any money or repairing any damages. Any provisions of this agreement that are meant to endure such suspension or termination by their very nature will do so.

Furthermore, in the event that the services are terminated, you will have the choice of having all of your information, account data, and patient data deleted or returned to you.

We provide medical practitioners a technological solution. You understand and agree that we give no legal advice, medical advice, or representations of any kind concerning any legal or medical matters pertaining to you or your end users, or to any products or services that you offer or buy from us, including but not limited to any compliance requirements or actions required to adhere to any state or federal laws and regulations. If you have any legal or compliance concerns, you should consult a lawyer. You should also not use any content or materials related to the Services to determine your legal compliance responsibilities. It is entirely your responsibility to protect your data and create sufficient backups.

4.1 Registering an account

You must register with the Site and create a user account (the “Account”) in order to access and use the Services. Any employee of a healthcare provider, telehealth provider, or business that offers services to any of the aforementioned who plans to use the services must create their own account.

As part of the registration process, you promise to give us correct and complete information and to always keep your account information current so that we can give you the best service possible. You consent to the accuracy and veracity of all the information you provide when creating your account, and you give Companion Medical Scribe Ai permission to post the content on the service and grant it a license to use the services. We won’t be held accountable for any mistakes or delays that may result from inaccurate or out-of-date information on your Account or the Services.

4.2 Verification of accounts

In order to comply with applicable laws, rules, and regulations, you may be required to verify your identity and credentials after registering your account if you are a healthcare provider, an employee or agent of a healthcare provider, a telehealth company, or any other person or entity that provides services to any of the aforementioned. We will send you an email with the instructions needed to finish the verification procedure once you have finished the registration process. You might not be allowed to use the Services if you are required to complete the verification process but choose not to. We maintain the right, in our sole discretion, to alter the verification procedure at any moment, including but not limited to automating it.

4.3 Accountability

Any activity that takes place through your account is entirely your responsibility if you create one.

Your account details should not be shared by you, your staff, or agents. You promise not to access or use the Services using someone else’s account or registration details. You consent that no third party may access or use the Services using your account or registration details. You are entirely in charge of protecting your account and password, as well as any repercussions that may arise from neglecting to do so. You should never post, share, or publicize your account’s login credentials.

4.4 Account suspension or termination

We reserve the right, at any time and for any reason, including if we believe you have broken any of the terms of this Agreement, to disable any Account, username, password, or other identifier—whether you have chosen it or we have provided it to you. You can always send an email to support@companionscribeai.com to have your account deleted.

5.1 Charges

The services could be either free (for which there are no fees) or paid (for which you will be charged fees, or “Fees”). You can find the relevant fees on our website or through the subscription portal.

We retain the right, at our sole discretion, to alter the fees we charge for the services at any time and from time to time, as well as to charge fees for services that were previously provided without charge, provided we provide you a reasonable amount of advance notice. Additionally, we have the right, at our sole discretion, to alter or eliminate any of the current pricing models at any moment. The calendar month after the notification, the revised pricing will go into effect.

If you disagree with the revised pricing, you can still end this agreement by giving us notice before they take effect.

5.2 Payment and Invoicing

Monthly fees are charged in advance and are due upon receipt of the invoice by credit card, direct debit, or another method of payment that we may specify at our sole discretion.

From the Effective Date to the end of the current month, the first invoice will cover the time frame.

Any fees you pay while using the services may be collected by us through third-party payment service providers. To avoid an invalid or out-of-date card interrupting your payment or subscription, your credit card issuer may send our third-party payment service providers with updated credit card information. At your credit card issuer’s exclusive discretion, the updated credit card information is disbursed to third-party payment service providers. You may have the option to refuse the update service from your credit card issuer. Please get in touch with your credit card issuer if you would like to do so. You consent to absolve us of any liability for bank fees resulting from payments made on your account.

5.3 Payments that are late

You understand that your use of the Services may be suspended or terminated if you don’t pay any fees when they’re due. The Company retains the right, among other things, to hire a lawyer or a collections agency to collect the past-due fees and charges if you don’t pay any of them. You consent to pay the Company’s fees and costs associated with collecting such past-due amounts, including but not limited to court-related costs, legal fees, and/or collections agency fees, as well as interest at a rate equal to the lower of 1.0% per month or the highest rate allowed by applicable law.

5.4 Taxes

All sales taxes, use taxes, value-added taxes, withholding taxes, and other comparable taxes and charges levied by a government body on the transactions covered by this agreement are your responsibility. Unless you give us a valid tax exemption certificate approved by the relevant taxing authority, you will be charged and liable for paying the appropriate amount when we have a legal responsibility to pay or collect taxes for which you are responsible under this Section.

Despite our best efforts to provide you with the finest service possible, we cannot guarantee that the services will be flawless or suit your needs. In the event that there is a defect or other problem with the Services, we shall make commercially reasonable efforts to offer you technical support services. If you find a problem or other issue with our services, please contact us at support@companionscribeai.com. We will investigate your complaint and, if necessary, fix the problem.

All information supplied or made available by or on behalf of the disclosing party is considered “confidential information,” regardless of whether it is marked, designated, or otherwise identifiable as such. This includes information that is accessed or revealed orally as well as information that is disclosed orally or in written, electronic, or other media.

Unless otherwise specifically allowed by this Agreement, neither party may divulge any Confidential Information to any third party without the other party’s prior written consent. The limitations mentioned above do not apply to:

1. any data that is already in the receiving party’s possession or that is in the public domain,
2. was previously known by the recipient before the disclosure date,
3. is subsequently made known to the recipient by a third party who appears to have a legitimate right to share the information, or
4. confidential information that must be produced by the receiving party in response to a court order or a legitimate administrative subpoena, as long as the receiving party promptly notifies the disclosing party of the court order or subpoena (unless the receiving party is legally prohibited from doing so).

When your use of the Services is terminated or expires, this Section 7 will remain in effect.

The parties undertake to abide by all applicable laws, rules, regulations, and guidelines pertaining to the protection, gathering, use, and distribution of personal information (as defined below), including those pertaining to privacy, data protection, anti-spam, and other topics.

You will notify third parties that you are giving us their personal information for processing, if required by applicable data protection laws or other laws or regulations. You will also make sure that any necessary third parties have consented to such disclosure and processing.

No matter the medium on which it is stored (e.g., on paper or electronically), “personal information” refers to any information that identifies, relates to, describes, or can be reasonably associated with or traced to, directly or indirectly, a specific individual or household. Examples of this type of information include a person’s name, address, phone number, email address, credit card information, social security number, or other similar specific factual information.

8.1 Information about Patients

By using the Services, you consent to abide by any laws, rules, and regulations, including the Health Insurance Portability and Accountability Act (“HIPAA”), that may be relevant to you and/or your company. You guarantee and represent that you have all the legal rights to any HIPAA-covered information you use or give us while using the Services.

You must agree to the Business Associate Agreement provided to you in appendix I at the time of creating an account in order to use the Services for yourself or your organization if you or your organization are subject to HIPAA as a Covered Entity or Business Associate (as defined in HIPAA) and intend to use the Services in a way that will require us to create, receive, maintain, or transmit Protected Health Information on your behalf. If you do not agree to the Business Associate Agreement, you will not be able to use the Services.

You understand and consent that we are allowed to utilize any patient data as long as it has been completely de-identified and anonymized before doing so.

We reserve and retain all right, title, and interest in the Services, including but not limited to all technology and processes, improvements or modifications thereto, trademarks, service marks, site design, text, video, graphics, logos, images, and icons, as well as the arrangement thereof, unless otherwise specifically granted to you in this Agreement. You understand that the Services include proprietary information, content, and materials that are protected by applicable intellectual property laws as well as other laws, such as copyright and trademark laws. You also agree that using the Services does not, unless we have given our prior written consent or as specifically stated in this Agreement:

• provide you any ownership of our services’ intellectual property, or
• give you permission to use any of our intellectual property in any way, including displaying, altering, reproducing, distributing, making derivative works of, downloading, storing, transmitting, or otherwise.

It is strictly forbidden to utilize any content or materials on the Services without authorization. This is against copyright, trademark, and other intellectual property laws, as well as laws pertaining to privacy, publicity, and communications.

Specifically, Companion Medical Scribe audio and video content that isn’t specifically marked as downloadable might not be able to be downloaded or copied from the Services. No content, code, data, or materials in the Services may be downloaded, displayed, copied, reproduced, distributed, altered, performed, transferred, used in derivative works, sold, or exploited in any other way. Except as otherwise specified, you may violate copyright and other laws of the United States, other countries, and applicable state laws if you use the Services, or the content, code, data, or materials thereon, in any other way. You may also be held liable for such unauthorized use.

You may not access or use any portion of the Site or any services or materials made available via the Site for any commercial purpose other than to run your business and the business of your affiliates who are permitted to utilize the Services. Except for using the Services in line with the granted license, you understand and agree that this Agreement does not provide you any ownership interest in the Services or any other rights thereto. Unauthorized or unlawful use of the Services may result in appropriate legal action.

Please email us at support@companionscribeai.com if you have any questions regarding acquiring permission to use the materials or content in ways other than those allowed by this Agreement.

9.1 Information that you Make Available through the Services

Users can submit content through certain services, including but not limited to text, photos, figures, charts, graphics, reports, statistics, and sound (collectively, “User Content”). Registration Information is not included in User Content. You automatically give us a perpetual, non-exclusive, worldwide, royalty-free, fully paid up, transferable, and sub-licensable (through multiple tiers) license when you submit User Content through the Services. This license allows us to distribute, transmit, copy, host, publicly display and perform, excerpt, index, tag, modify, adapt, sell, create derivative works from, and use and exploit such User Content in any media, form, or format that is currently known or later developed, both inside and outside of Companion Medical Scribe Ai, for any purpose that complies with the Companion Medical Scribe Ai Privacy Policy.

You acknowledge that any User Content you publish using the Services is entirely your responsibility. You affirm and guarantee that either you are the only and exclusive owner of all User Content or that you own all the licenses, consents, releases, and rights required to give us the rights to the User Content mentioned in these Terms.

It is entirely up to you to make sure that the User Content you make available via the Services conforms with all applicable laws, including but not limited to privacy regulations, as well as best clinical and ethical practices. We advise you to remove any information that identifies or could reasonably be used to identify an individual before submitting any User Content to the Services. Examples of such information include name, email address, social security number, insurance number, or other unique identification number, biometric identifiers, facial photos, and photos of identifying marks like scars or tattoos.

You attest that you have gotten all required permissions and authorizations from the patient, the individual, your employer, and other pertinent parties before providing any Protected Health Information or other personally identifiable information that could reasonably be used to identify an individual. This includes any permissions required by HIPAA or other applicable privacy laws. Any claims resulting from your failure to get the proper authorizations and consent or de-identify any User Content you post through the Services will be entirely your responsibility.

You consent to refrain from using the Services to distribute User Content that:

• You are not authorized by any law, fiduciary agreement, or contract to make available;
• breaches the rights of a third party to privacy, publicity, or intellectual property, including patents, copyrights, trademarks, trade secrets, moral rights, or other rights;
• causes a breach of any applicable law or regulation, such as the Health Insurance Portability and Accountability Act (HIPAA) or any other privacy regulations that may be in effect;
• is illegal, damaging, pornographic, libelous, intimidating, harassing, abusive, slanderous, insulting, or humiliating to another individual or organization;
• encourages prejudice, bigotry, racism, hatred, harassment, or injury to any person or group;
• encourages unlawful behavior;
• is dishonest, fraudulent, deceptive, or misleading;
• constitutes a business solicitation or marketing; or
• contains viruses or other malicious computer code that is intended to stop, ruin, or restrict the use of any device or software.

The services are provided “as is” and without warranty of any kind. To the maximum extent permitted by law, the company disclaims all representations and warranties, express or implied, relating to the services or any content on the services, whether provided or owned by the company or by any third party, including without limitation warranties of merchantability, fitness for a particular purpose, title, non-infringement, freedom from computer virus, and any implied warranties arising from course of dealing, course of performance, or usage in trade, all of which are expressly disclaimed.

In addition, you assume total responsibility and risk for your use of the services and the company does not make any representation or warranty that any of the services or any content available through any of the services is accurate, complete, available, current, free from errors or other defects (technical or otherwise) that will be corrected, free of viruses or other harmful components or defects, or that the services will meet your requirements. No advice or information, whether oral or written, obtained by you from company shall create any warranty not expressly made herein.

The information provided by Companion Medical Scribe Ai including the chatbot is generated by artificial intelligence (AI) and is intended for informational purposes only. While the chatbot draws from a broad database of medical knowledge, including information on drugs and diseases, it should never be relied upon as a substitute for clinical judgment, evidence-based articles, treatment protocols, or standardized guidelines.

Important Limitations:

• No Clinical Judgment: The AI system does not have the ability to assess individual patient circumstances, physical examinations, or clinical context. It cannot replace the experience or professional judgment of a licensed clinician.
• All medical decisions should be based on comprehensive clinical evaluation, consultation with qualified healthcare professionals, and adherence to current medical protocols.
• Accuracy and Updates: While the chatbot’s database is designed to include up-to-date information, medical knowledge and best practices evolve over time. We make no warranties regarding the accuracy, completeness, or timeliness of the information provided. The chatbot may not always reflect the latest research or guidelines.

By using Companion Medical Scribe Ai, you acknowledge and agree that the information provided should be used with caution and in conjunction with other reliable sources. You agree not to rely solely on Companion Medical Scribe Ai for making clinical decisions. The chatbot and its creators disclaim any liability for decisions made based on its output. You are solely responsible for the appropriate use and verification of any clinical information generated by the chatbot.

Please note that this service is not intended for urgent or emergency medical situations.

Companion Medical Scribe AI, its developers, and affiliates shall not be held liable for any errors, omissions, or misinterpretations resulting from the use of the platform or chatbot services. The AI-generated information is not intended to replace professional medical advice, diagnosis, or treatment. By using Companion Medical Scribe AI, you agree to hold harmless and indemnify Companion Medical Scribe AI from any claims, damages, or liabilities arising from the use of the service or reliance on AI-generated information.

In no event will any of us or our respective directors, officers, employees, contractors, agents, sponsors, licensors or any other person or entity involved in creating, developing or delivering the Companion Medical Scribe AI Platform, the Services, or the Companion Medical Scribe AI Content be liable for any damages (including, without limitation, incidental and consequential damages, personal injury/wrongful death, lost profits, or damages resulting from lost data or business interruption) arising out of or in connection with these Terms or from the use of or inability to access or use the Companion Medical Scribe AI Platform, the Services, or the Companion Medical Scribe AI Content, or from any communications or interactions with other persons with whom you communicate or interact as a result of your use of the Services, whether based on warranty, contract, tort, or any other legal theory, and whether or not we, our licensors, our suppliers, or any third parties mentioned with the Services are advised of the possibility of such damages.

Any personal injury, including death, resulting from your use or misuse of the Services or any information obtained through the Services is not our responsibility, nor that of our licensors, suppliers, or any other third parties mentioned within the Services. You have one (1) year from the date of the incident giving rise to the action to file any claims relating to your usage of the Services. The only remedies available under these terms are those specifically mentioned in them, and they are exclusive. The above-mentioned damage limitations are essential components of the agreement between us and you.

Companion Medical Scribe AI, its affiliates, distributors, agents, subcontractors, licensers, and suppliers will not be held liable for any indirect, incidental, consequential, exempt, punitive, or special loss or damage, including but not limited to damages for any business interruption, loss of sales, profits, business, goodwill, or data, or for the inability to use the Companion Medical Scribe AI content, even if those parties were informed of the possibility of such damages, fines, costs, expenses, and other liabilities, and/or the same are reasonably foreseeable. The aggregate liability of Companion Medical Scribe AI and its affiliates, distributors, agents, subcontractors, licensers, and suppliers for any and all claims under or related to this agreement, the Companion Medical Scribe AI content, and any other cause whatsoever, shall not exceed $100.

Regardless of the form of the claim or action (whether based on a contract, negligence, strict liability, or another tort, statute, or other means), the limitations of liability and types of claims herein limited and disclaimed shall apply to the maximum extent permitted by applicable law and are intended to apply by the parties. Additionally, it is not important whether any limited remedy provided for in this agreement fails to fulfill its essential purpose. In exchange for the rights granted under this agreement, each party acknowledges that the other party has provided consideration that includes this limitation of liability.

In no event whatsoever shall the company, its affiliates, or suppliers, or their respective officers, employees, shareholders, agents, or representatives, be liable for any indirect, consequential, incidental, special, punitive or exemplary damages, or for any loss of profits or revenue, including but not limited to loss of sales, profit, revenue, goodwill, or downtime, (arising under tort, contract, or other law) regardless of such party’s negligence or whether such party knew or should have known of the possibility of such damages. You understand and agree that the download of any materials in connection with the services is done at your discretion and risk and that you will be solely responsible for any loss or damage to your computer system or loss of data that may result from the download or upload of any material. Company neither assumes, nor does it authorize any other person to assume on its behalf, any other liability in connection with the provision of the services.

To the greatest extent permitted by law, these disclaimers and limitations of liability are made.

In the event that you violate this Agreement, use the Services, or obtain information through the Services, you agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, as well as its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns, from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees).

To the extent that the claim results from the Services’ infringement of the party’s copyrights, trademarks, trade secrets, or patents issued as of the Effective Date, the Company agrees to defend you and your affiliates against any third party claim that is asserted, threatened, or brought against you or your affiliates. It also agrees to pay damages and reasonable costs assessed against you or your affiliates by a court of competent jurisdiction (or, at the Company’s option, that are included in a settlement of such claim or action in accordance with this agreement).

Regardless of your location, this Agreement and your relationship with the Company shall be governed by the laws of the state of Arizona, as if you signed it there, ignoring the conflicts of laws regulations of the state of Arizona. Should any clause in this Agreement conflict with any applicable legislation, those clauses will be replaced and/or amended only to the degree that they conflict. The parties agree that any dispute arising out of or relating to your use of the Services or your violation of this Agreement will be exclusively submitted to the federal or state courts in Arizona.

No Waiver: Any right or provision of these Terms that we choose not to enforce now does not mean that we will not enforce such right or provision in the future. If either party exercises any of its remedies under these Terms, it will not affect its other remedies under these Terms or otherwise, unless otherwise stated in these Terms.