AuriMD Terms of Service

Last Updated: January 1, 2025

Effective Date: October 1, 2025 Last Updated: October 1, 2025

⚠️ CRITICAL DISCLAIMERS - READ BEFORE USE

NOT A MEDICAL DEVICE

AURIMD IS NOT A MEDICAL DEVICE and is NOT INTENDED FOR diagnosing, treating, curing, or preventing any disease or medical condition. AuriMD is an administrative documentation tool only.

  • AuriMD does NOT provide medical advice, diagnosis, or treatment recommendations
  • AuriMD does NOT replace physician clinical judgment
  • AI-generated content may contain errors and must ALWAYS be reviewed by a licensed healthcare professional
  • The FDA has not reviewed or approved AuriMD for medical use

PROVIDER SOLE RESPONSIBILITY

YOU (THE HEALTHCARE PROVIDER) ARE SOLELY RESPONSIBLE FOR:

✓ All clinical decisions regarding patient care ✓ All diagnoses and treatment plans ✓ Reviewing and verifying ALL AI-generated content before use ✓ Accuracy of all clinical documentation submitted to patient records ✓ Compliance with medical standards of care ✓ Obtaining required patient consents

AURIMD ASSUMES NO RESPONSIBILITY for clinical outcomes, medical errors, or patient harm. You may NOT rely on AuriMD's output without independent professional verification.

AI ACCURACY DISCLAIMER

AI SYSTEMS ARE NOT PERFECT. AI-generated transcriptions, clinical notes, and clinical decision support suggestions may contain:

  • Transcription errors (misheard words, medical terminology mistakes)
  • Incomplete information (missed details from conversations)
  • Incorrect clinical suggestions (drug interactions, dosing errors)
  • Hallucinations (AI-generated information not present in the original conversation)

YOU MUST REVIEW AND VERIFY ALL AI-GENERATED CONTENT.

Acceptance of Terms

By accessing or using AuriMD's AI-powered clinical documentation services (the "Services"), you ("Customer," "you," or "your") acknowledge that you have read and understood the disclaimers above and agree to be bound by these Terms of Service ("Terms").

If you are entering into these Terms on behalf of a healthcare organization, you represent that you have the authority to bind that organization to these Terms.

IF YOU DO NOT AGREE TO THESE TERMS, INCLUDING THE DISCLAIMERS ABOVE, DO NOT USE THE SERVICES.

1. SERVICE DESCRIPTION

1.1 Overview

AuriMD provides administrative AI-powered clinical documentation services designed to assist healthcare providers in documenting patient encounters. The Services are tools only and do not replace professional medical judgment.

The Services include:

  • Real-time audio transcription of doctor-patient conversations
  • AI-generated draft clinical notes (SOAP notes, consultation notes, etc.)
  • EHR integration (optional: read patient data, write clinical notes)
  • Clinical reference information (medication databases, dosing guidelines)
  • Speaker diarization (distinguishing doctor, patient, and family members)
  • Wake word activation for hands-free operation
  • Secure cloud or on-premise deployment options

1.2 Service Tiers

Base Tier ($xx/month per physician):

  • AI transcription and draft clinical note generation
  • No EHR integration (manual copy/paste required)
  • Basic clinical reference information
  • Email support (24-hour response)

Professional Tier ($xx/month per physician):

  • All Base features PLUS:
  • One-click EHR integration (write notes to patient chart)
  • Read patient data from EHR (medications, allergies, vitals, labs, diagnoses)
  • Advanced clinical reference information with patient-specific context
  • Standard EHR integrations (Epic, Cerner, Meditech, Eyefinity, any FHIR-compliant)
  • Phone support (business hours)
  • 99.5% uptime SLA

Elite Tier ($xx/month per physician):

  • All Professional features PLUS:
  • Advanced EHR automation workflows
  • Custom AI prompt templates tailored to your specialty
  • Specialty-specific AI training (ophthalmology, cardiology, etc.)
  • Analytics dashboard (documentation time savings, note quality metrics)
  • API access for custom integrations
  • White-label options (custom branding)
  • 24/7 priority support (2-hour response)
  • 99.9% uptime SLA
  • Dedicated technical account manager

1.3 Deployment Options

Cloud Deployment (Recommended):

  • Hosted on HIPAA-compliant cloud infrastructure (Google Cloud Healthcare API or AWS)
  • Choice of AI providers (Anthropic Claude, Google Gemini, or OpenAI)
  • No hardware investment required
  • 1-2 day setup time
  • Automatic updates and security patches

On-Premise Deployment:

  • Self-hosted on your infrastructure
  • Local open-source AI models (Whisper, Llama, Mistral, or similar)
  • Complete data sovereignty (all PHI stays on your servers)
  • Requires hardware (minimum $8,500 investment or use existing servers)
  • 2-4 week setup time
  • You manage updates and security

Both deployment options are available at the same monthly subscription price.

2. ELIGIBILITY

2.1 Healthcare Providers Only

The Services are intended solely for use by licensed healthcare providers ("Covered Entities" under HIPAA) in the United States. You must be:

  • A licensed physician (MD, DO), nurse practitioner (NP), physician assistant (PA), or other healthcare professional authorized to document patient care; OR
  • A healthcare organization (hospital, clinic, medical practice) employing such professionals

2.2 Age Requirement

You must be at least 18 years of age to use the Services.

2.3 Geographic Restrictions

The Services are currently available only in the United States. International use may be permitted with prior written approval and additional compliance measures.

3. ACCOUNT REGISTRATION

3.1 Account Creation

To use the Services, you must create an account by providing:

  • Full name and professional credentials (MD, DO, NP, PA, etc.)
  • Medical license number and state of licensure
  • National Provider Identifier (NPI)
  • Practice or organization name and address
  • Valid email address
  • Payment information

3.2 Account Security

You are responsible for:

  • Maintaining the confidentiality of your account credentials
  • All activities that occur under your account
  • Notifying us immediately of any unauthorized access (security@aurimd.com)

We strongly recommend:

  • Using strong, unique passwords (minimum 12 characters, mix of letters/numbers/symbols)
  • Enabling multi-factor authentication (MFA) - REQUIRED for Elite tier
  • Not sharing credentials with anyone (including medical assistants)
  • Logging out when not in use

3.3 Account Verification

We reserve the right to verify your credentials and professional status before activating your account. Verification may include checking:

  • Medical license status with state medical boards
  • DEA registration (if applicable)
  • National Provider Identifier (NPI) with NPPES database
  • Hospital or clinic affiliations

3.4 Account Suspension or Termination

We may suspend or terminate your account if:

  • You violate these Terms
  • You provide false information during registration
  • Your medical license is suspended, revoked, or expired
  • You engage in fraudulent or illegal activity
  • Payment is past due (more than 30 days)
  • You use Services in a manner that poses security or compliance risks

4. USE OF SERVICES

4.1 License Grant

Subject to your compliance with these Terms, AuriMD grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for your internal business purposes (documenting legitimate patient encounters in the course of providing healthcare services).

4.2 Acceptable Use

You may use the Services to:

  • Document legitimate patient encounters that you personally conducted
  • Generate draft clinical notes for actual patient care
  • Access patient data from your EHR to provide clinical context (Professional/Elite tiers only)
  • Receive clinical reference information during patient visits

4.3 Prohibited Use

You may NOT:

(a) Violate Laws:

  • Use the Services in violation of HIPAA, state privacy laws, medical licensing regulations, or any applicable laws
  • Access Services from countries subject to U.S. embargo or export restrictions
  • Use Services for any illegal purpose

(b) Misuse Services:

  • Input false or fraudulent patient information
  • Generate clinical notes for encounters that did not occur
  • Use Services to create documentation for billing fraud or upcoding
  • Record conversations without patient consent (where required by state law)
  • Use Services for non-clinical purposes (e.g., recording personal conversations, business meetings)
  • Allow unlicensed individuals to use your account

(c) Rely Solely on AI:

  • Submit AI-generated notes to patient records without personal review and verification
  • Make clinical decisions based solely on AI suggestions without independent professional judgment
  • Use AI-generated transcriptions as verbatim medical records without verification
  • Delegate final clinical documentation responsibility to AI

(d) Compromise Security:

  • Attempt to gain unauthorized access to our systems
  • Reverse engineer, decompile, or disassemble our software
  • Introduce malware, viruses, or harmful code
  • Perform penetration testing without prior written permission
  • Share your credentials with unauthorized persons
  • Bypass authentication or access controls

(e) Circumvent Limitations:

  • Exceed usage limits for your subscription tier
  • Create multiple accounts to avoid fees
  • Remove or obscure any proprietary notices or copyright information

(f) Compete or Resell:

  • Use Services to develop competing products
  • Resell, sublicense, or rent Services without explicit written authorization
  • Frame or mirror our website or application
  • Train competing AI models using our Services

4.4 Patient Consent Requirements

YOU ARE SOLELY RESPONSIBLE for obtaining all necessary patient consents before using the Services, including:

(a) Consent to Record Conversations:

Required in all "two-party consent" states: California, Connecticut, Florida, Illinois, Maryland, Massachusetts, Michigan, Montana, Nevada, New Hampshire, Pennsylvania, Washington

We recommend obtaining written consent in ALL states as best practice.

(b) Consent for AI Documentation:

Inform patients that:

  • Conversations will be recorded and transcribed
  • AI will be used to generate clinical notes
  • PHI will be shared with AuriMD (a HIPAA Business Associate)
  • AI may make errors that the physician will review and correct

(c) Consent for EHR Data Access:

If using Professional or Elite tiers, patients should be informed that their medical data (medications, allergies, labs, diagnoses) will be accessed from the EHR to provide clinical context.

AuriMD provides template consent forms customized for each state's requirements, but you remain responsible for ensuring compliance with all applicable laws.

4.5 Professional Responsibility

YOU REMAIN 100% RESPONSIBLE FOR:

✓ Clinical Judgment: All diagnoses, treatment plans, and medical decisions ✓ Note Accuracy: Reviewing, editing, and verifying AI-generated notes before submitting to patient records ✓ Compliance: Ensuring all documentation meets regulatory, medical staff bylaws, and billing requirements ✓ Patient Safety: Using your professional judgment and medical training to identify and correct AI errors ✓ Standard of Care: Meeting all applicable medical standards of care regardless of AI suggestions ✓ Medical Licensing: Maintaining active, unrestricted medical licensure

⚠️ CRITICAL WARNING:

AI-generated content MAY CONTAIN ERRORS including but not limited to:

  • Misheard or misspelled medical terms
  • Incorrect drug names, dosages, or interactions
  • Missing critical information (allergies, contraindications)
  • Inaccurate patient history
  • Fabricated information ("hallucinations")

YOU MUST REVIEW ALL AI CONTENT and verify accuracy against:

  • Your own clinical observations and examination
  • Patient statements and medical history
  • Laboratory and imaging results
  • Current medical literature and guidelines
  • EHR data (medications, allergies, prior visits)

AuriMD IS NOT LIABLE for clinical errors, patient harm, or medical malpractice arising from your use of AI-generated content.

5. FEES AND PAYMENT

5.1 Subscription Fees

Monthly Subscription (per physician):

  • Base: $300/month
  • Professional: $450/month
  • Elite: $600/month

Annual Subscription (15% discount):

  • Base: $3,060/year ($255/month effective rate)
  • Professional: $4,590/year ($382.50/month effective rate)
  • Elite: $6,120/year ($510/month effective rate)

Fees are billed in advance on a monthly or annual basis. All prices are in U.S. dollars (USD).

5.2 Additional Fees

One-Time Fees:

  • On-premise hardware bundle (GPU server): $8,500
  • On-site installation and configuration: $2,500
  • Custom specialty AI training (per specialty): $1,500
  • Migration assistance from other documentation systems: $500

Recurring Fees:

  • Additional training or customization sessions: $500 per session
  • Extended storage beyond included limits: $25/TB/month
  • API usage above included quota (Elite tier): $0.01 per API call

5.3 Payment Method

Payment accepted via:

  • Credit card (Visa, MasterCard, American Express, Discover)
  • ACH bank transfer (for annual subscriptions and organizations)
  • Purchase order (for healthcare organizations, net 30 days with credit approval)

5.4 Automatic Renewal

Subscriptions automatically renew at the end of each billing period unless you cancel at least 30 days before renewal date.

You will receive renewal reminder emails 60 days, 30 days, and 7 days before renewal.

5.5 Price Changes

We may change prices upon 60 days' written notice. Price changes will take effect at the start of your next billing period after the notice period.

Continued use of Services after the price change constitutes acceptance. If you do not agree to the price increase, you may cancel before the new price takes effect.

5.6 Taxes

Fees do not include applicable federal, state, or local taxes (sales tax, use tax, VAT, GST, etc.). You are responsible for paying all taxes associated with your use of the Services.

We will collect applicable taxes if required by law. If you have a valid tax exemption certificate, provide it to billing@aurimd.com.

5.7 Late Payment

If payment is not received within 15 days of the due date:

  • We may suspend access to the Services
  • You will be charged a late fee of 1.5% per month (18% annually) or the maximum allowed by law, whichever is less
  • We may refer your account to a collection agency
  • You will be responsible for all collection costs, including reasonable attorneys' fees

5.8 Refunds

30-Day Money-Back Guarantee: New customers may request a full refund within 30 days of first payment if not satisfied for any reason.

After 30 Days:

  • Monthly subscriptions: No refunds for partial months; access continues through end of current billing period upon cancellation
  • Annual subscriptions: Pro-rated refund available if you cancel within first 90 days (minus 20% administrative fee); after 90 days, access continues through end of annual term with no refund
  • One-time fees (hardware, training, installation): Non-refundable

No Refunds for Violations: If your account is terminated for violating these Terms, all fees are forfeited with no refund.

6. INTELLECTUAL PROPERTY

6.1 AuriMD IP

All intellectual property rights in the Services are owned exclusively by AuriMD or its licensors, including but not limited to:

  • Software code and architecture
  • AI models and algorithms
  • User interface and design
  • Documentation and training materials
  • Trademarks, service marks, and logos

You acquire no ownership rights through use of the Services. All rights not expressly granted are reserved by AuriMD.

6.2 Customer Data Ownership

You retain all ownership rights to:

  • Patient data input into the Services
  • Audio recordings of your patient encounters
  • Transcripts generated from your conversations
  • Clinical notes created using the Services (after you review and finalize them)
  • Any other PHI you input or create

AuriMD's Limited Rights to Customer Data:

We may only use your data to:

  • Provide the Services you purchased
  • Comply with legal obligations (e.g., HIPAA breach reporting, regulatory audits)
  • Create de-identified, aggregate data for AI model improvement (only after proper HIPAA-compliant de-identification per 45 CFR § 164.514 Safe Harbor or Expert Determination method)

We will NEVER:

  • Sell or license your PHI or patient data to third parties
  • Use your PHI for marketing purposes
  • Share your data with AI model providers in identifiable form
  • Train AI models on your identifiable patient data

6.3 De-Identified Data

With your consent (obtained separately), we may create de-identified data sets from aggregated customer data to:

  • Improve AI transcription accuracy
  • Enhance clinical note generation quality
  • Develop specialty-specific AI models
  • Conduct research on documentation workflows

All de-identification will follow HIPAA Safe Harbor method (removing 18 identifiers) or Expert Determination method. De-identified data cannot be re-identified.

6.4 Feedback and Suggestions

If you provide suggestions, ideas, enhancement requests, feedback, or recommendations about the Services ("Feedback"), you grant AuriMD a worldwide, perpetual, irrevocable, royalty-free license to use, modify, and incorporate such Feedback into the Services without compensation or attribution.

6.5 Trademarks

"AuriMD" and associated logos are trademarks of AuriMD. You may not use our trademarks without prior written permission, except as necessary to identify that you use the Services (e.g., "Powered by AuriMD").

7. PRIVACY AND DATA PROTECTION

7.1 Privacy Policy

Our collection, use, and disclosure of your information is governed by our Privacy Policy (available at aurimd.com/privacy), which is incorporated by reference into these Terms.

7.2 Business Associate Agreement (REQUIRED)

Before using the Services, you MUST execute a Business Associate Agreement (BAA) with AuriMD. The BAA governs our handling of Protected Health Information (PHI) and is legally required under HIPAA (45 CFR § 164.502(e)).

You cannot use the Services without a signed BAA.

The BAA is a separate legal document available at aurimd.com/baa or provided during onboarding.

7.3 HIPAA Compliance

AuriMD operates as a HIPAA Business Associate and complies with:

  • HIPAA Privacy Rule (45 CFR Part 164, Subpart E)
  • HIPAA Security Rule (45 CFR Part 164, Subpart C)
  • HIPAA Breach Notification Rule (45 CFR Part 164, Subpart D)

We implement appropriate safeguards:

Technical Safeguards:

  • AES-256 encryption for all PHI at rest
  • TLS 1.3 encryption for all PHI in transit
  • Multi-factor authentication (MFA)
  • Role-based access control (RBAC) with least privilege
  • Automatic session timeout (15 minutes)
  • Secure API authentication for EHR integrations

Physical Safeguards:

  • SOC 2 Type II certified data centers (for cloud deployments)
  • Biometric or badge-controlled facility access
  • 24/7 security monitoring
  • Environmental controls (fire suppression, climate control)
  • Secure hardware disposal (NIST SP 800-88 media sanitization)

Administrative Safeguards:

  • Designated Privacy Officer and Security Officer
  • Annual HIPAA training for all workforce members
  • Background checks for employees with PHI access
  • Incident response and breach notification procedures
  • Business continuity and disaster recovery plans
  • Regular security risk assessments

7.4 Breach Notification

In the event of a breach of unsecured PHI, we will:

  1. Notify you within 4 hours of discovery (via email and phone to primary contact)
  2. Provide detailed breach report including:
    • Date and time of breach
    • Types of PHI involved
    • Number of individuals affected
    • Cause of breach
    • Steps being taken to mitigate harm
  3. Assist with breach investigation and regulatory reporting
  4. Provide written breach report documenting all required information for HIPAA breach notification

You remain responsible for notifying affected individuals and HHS as required by HIPAA Breach Notification Rule.

7.5 State Privacy Laws

We comply with applicable state privacy laws, including:

  • California Consumer Privacy Act (CCPA) / California Privacy Rights Act (CPRA)
  • Audio recording consent laws in two-party consent states
  • State health information privacy laws (where more stringent than HIPAA)

7.6 International Data Transfers

Customer data is stored in the United States by default. If you require international data storage (Canada, EU), contact sales@aurimd.com for availability and additional compliance requirements (GDPR, PIPEDA).

8. SERVICE LEVEL AGREEMENT (SLA)

8.1 Uptime Guarantee (Cloud Deployment Only)

Base Tier: No uptime guarantee (best effort)

Professional Tier: 99.5% uptime per month Elite Tier: 99.9% uptime per month

Uptime is calculated monthly as: (Total Minutes in Month - Downtime Minutes) / Total Minutes in Month × 100%

Scheduled Maintenance (not counted as downtime):

  • Announced at least 7 days in advance
  • Performed during off-peak hours (weekends, 2-6 AM ET)
  • Maximum 4 hours per month

8.2 SLA Credits

If we fail to meet uptime guarantee, you may receive service credits applied to next month's invoice:

Professional Tier (99.5% guarantee):

  • 99.0-99.49% uptime: 10% monthly fee credit
  • 98.0-98.99% uptime: 25% monthly fee credit
  • Below 98% uptime: 50% monthly fee credit

Elite Tier (99.9% guarantee):

  • 99.5-99.89% uptime: 10% monthly fee credit
  • 99.0-99.49% uptime: 25% monthly fee credit
  • Below 99% uptime: 50% monthly fee credit

Maximum total credits: 50% of monthly fees

To Request SLA Credit: Email support@aurimd.com within 30 days of downtime with specific dates, times, and impact description. Credits cannot be redeemed for cash.

8.3 Exclusions from SLA

The uptime guarantee does NOT apply to downtime caused by:

  • Your internet connection, network, or IT infrastructure
  • Third-party services (EHR systems, AI model providers, cloud platform outages)
  • Force majeure events (natural disasters, pandemics, terrorism, wars)
  • Your violation of these Terms
  • Scheduled maintenance (with advance notice)
  • On-premise deployments (you control the infrastructure)
  • DDoS attacks or other security incidents beyond our reasonable control
  • Requests by law enforcement or government agencies

9. SUPPORT

9.1 Support Channels

Base Tier:

Professional Tier:

  • Email: support@aurimd.com (12-hour response time)
  • Phone: +1 (XXX) XXX-XXXX (Mon-Fri, 8 AM - 6 PM ET)
  • Knowledge base and community forum

Elite Tier:

  • 24/7 priority support (2-hour response time for critical issues)
  • Dedicated technical account manager
  • Email, phone, and Slack/Teams integration
  • Quarterly business reviews
  • Proactive system monitoring with alerts

9.2 Support Scope

We provide support for:

  • Account setup and configuration
  • Technical issues with the Services
  • EHR integration assistance and troubleshooting
  • Training on using the platform
  • Best practices for AI documentation workflows
  • HIPAA compliance questions related to AuriMD

We do NOT provide support for:

  • Your EHR system (contact your EHR vendor)
  • Your internet connection, network, or IT infrastructure
  • Clinical advice, medical decisions, or patient care guidance
  • Medical billing and coding advice (consult your billing specialist)
  • IT support unrelated to AuriMD Services
  • Third-party software or integrations not provided by AuriMD

9.3 Support Hours

  • Base/Professional: Monday-Friday, 8:00 AM - 6:00 PM Eastern Time (excluding federal holidays)
  • Elite: 24/7/365 (including holidays)

10. WARRANTIES AND DISCLAIMERS

10.1 Limited Warranty

AuriMD warrants that the Services will:

  • Perform substantially as described in our published documentation
  • Comply with applicable HIPAA regulations (Privacy, Security, Breach Notification Rules)
  • Be provided in a professional and workmanlike manner consistent with industry standards

Warranty Period: Duration of your active subscription

Exclusive Remedy: If we breach this warranty, your sole remedy is for us to re-perform the deficient Services or, if we cannot do so, to terminate your subscription and refund prepaid fees on a pro-rated basis.

10.2 AI Accuracy Disclaimer

⚠️ CRITICAL: AI-GENERATED CONTENT IS PROVIDED "AS IS" WITHOUT WARRANTY OF ACCURACY.

While we strive for high performance targets:

  • Transcription Word Error Rate (WER): target <5%
  • Note completeness: target 90%+
  • Speaker diarization accuracy: target 95%+

WE DO NOT WARRANT THAT:

  • Transcriptions will be 100% accurate or error-free
  • AI-generated notes will be complete, accurate, or meet clinical standards
  • Clinical reference information will be current or comprehensive
  • AI will identify all drug interactions, contraindications, or clinical risks
  • The Services will meet your specific clinical or workflow requirements
  • Services will be available without interruption or error

AI systems can and do make mistakes. You MUST:

  • Review all AI-generated content before use
  • Verify clinical information against authoritative sources
  • Use your independent professional judgment
  • Not rely solely on AI for clinical decisions
  • Correct any AI errors before submitting notes to patient records

10.3 No Medical Advice

AuriMD IS NOT A MEDICAL DEVICE and DOES NOT PROVIDE MEDICAL ADVICE.

The Services are administrative documentation tools only. Any clinical reference information provided (drug databases, dosing guidelines) is for informational purposes only and does not constitute medical advice, diagnosis, or treatment recommendations.

You must:

  • Verify all clinical information with authoritative sources (UpToDate, Micromedex, etc.)
  • Apply your own clinical judgment and medical training
  • Not use AuriMD as a substitute for clinical decision support systems
  • Consult specialists when appropriate

10.4 General Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 10.1, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

  • IMPLIED WARRANTIES OF MERCHANTABILITY
  • IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE
  • IMPLIED WARRANTIES OF TITLE OR NON-INFRINGEMENT
  • WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE

WE DO NOT WARRANT THAT THE SERVICES WILL:

  • Be uninterrupted, timely, secure, or error-free
  • Meet your requirements or expectations
  • Be free of viruses, malware, or other harmful components
  • Produce results that are accurate, reliable, or complete
  • Be compatible with all EHR systems or IT environments

10.5 Third-Party Services

The Services integrate with third-party systems (EHRs, AI model providers, cloud platforms, payment processors). We are not responsible for:

  • Availability, performance, or uptime of third-party services
  • Changes to third-party APIs, features, or pricing
  • Third-party privacy practices, security, or data breaches
  • Third-party terms of service or fees
  • Compatibility issues with third-party systems

You may have separate agreements with third parties. We make no warranties regarding third-party services.

11. LIMITATION OF LIABILITY

11.1 Consequential Damages Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AURIMD SHALL NOT BE LIABLE FOR:

  • INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
  • LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES
  • LOSS OF GOODWILL OR REPUTATION
  • COST OF SUBSTITUTE SERVICES
  • MEDICAL MALPRACTICE CLAIMS OR PATIENT HARM
  • REGULATORY FINES OR PENALTIES (except those directly caused by AuriMD's HIPAA violations)

This applies whether based on breach of contract, tort (including negligence), strict liability, or otherwise, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Cap on Total Liability

AURIMD'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES YOU PAID TO AURIMD IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

For example, if you pay $450/month (Professional tier), our maximum liability to you is $5,400 (12 × $450).

11.3 Medical Malpractice Exclusion

AURIMD IS NOT LIABLE FOR MEDICAL MALPRACTICE, PATIENT HARM, OR CLINICAL ERRORS.

You acknowledge that:

  • You are solely responsible for all clinical decisions
  • You will review all AI-generated content before use
  • You will not rely solely on AI for clinical decision-making
  • AuriMD is not a medical device or clinical decision support system
  • Patient harm arising from your use of AI-generated content is your responsibility

You agree to indemnify AuriMD against any medical malpractice claims arising from your use of the Services (see Section 12.1).

11.4 Exceptions to Liability Limitations

The limitations in Sections 11.1 and 11.2 DO NOT apply to:

  • Your payment obligations (you must pay all fees owed)
  • Your breach of license restrictions (unauthorized use, reverse engineering)
  • Your violation of our intellectual property rights
  • Your indemnification obligations (see Section 12)
  • Gross negligence or willful misconduct by AuriMD
  • Death or bodily injury caused by AuriMD's negligence (to the extent not waivable by law)
  • HIPAA violations directly caused by AuriMD (not caused by your misuse)

11.5 Essential Basis of Agreement

YOU ACKNOWLEDGE THAT:

  1. The fees you pay reflect the allocation of risk in this Agreement
  2. AuriMD would not provide the Services without these liability limitations
  3. These limitations are a fundamental part of the bargain between you and AuriMD
  4. You have had the opportunity to review these Terms and consult legal counsel
  5. You accept these liability limitations as reasonable and enforceable

11.6 State Law Variations

Some states do not allow limitations on implied warranties or exclusion of consequential damages, so some limitations may not apply to you. In such cases, AuriMD's liability shall be limited to the maximum extent permitted by applicable law.

12. INDEMNIFICATION

12.1 Your Indemnification of AuriMD

You agree to indemnify, defend, and hold harmless AuriMD, its officers, directors, employees, contractors, and agents ("AuriMD Parties") from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and expert witness fees) arising from or relating to:

(a) Clinical Decisions and Patient Care:

  • Medical malpractice claims
  • Patient harm or adverse outcomes
  • Your clinical decisions or treatment plans
  • Your failure to review or correct AI-generated content
  • Your reliance on AI-generated content without independent verification

(b) Your Use of the Services:

  • Your violation of these Terms
  • Your use of the Services in a negligent or unauthorized manner
  • Your failure to use the Services as directed

(c) Legal and Regulatory Compliance:

  • Your violation of HIPAA or other healthcare privacy laws
  • Your failure to obtain required patient consents (recording consent, AI documentation consent)
  • Your violation of state medical licensing laws or regulations
  • Your violation of medical staff bylaws or hospital policies

(d) Your Content:

  • Infringement of third-party intellectual property rights by your content
  • Defamatory, libelous, or illegal content you input into the Services
  • Unauthorized disclosure of patient information

(e) Third-Party Claims:

  • Claims by patients arising from your use of the Services
  • Claims by your employers, hospitals, or medical groups
  • Claims by insurance companies or government payers

Indemnification Process:

You must:

  1. Notify AuriMD promptly of any claim subject to indemnification
  2. Cooperate fully with AuriMD's defense of the claim
  3. Not settle any claim without AuriMD's prior written consent

AuriMD may, at its option:

  • Assume control of the defense and settlement of the claim
  • Require you to defend the claim with counsel acceptable to AuriMD
  • Participate in the defense at its own expense

12.2 AuriMD's Indemnification of You

AuriMD agrees to indemnify you against third-party claims that the Services (as provided by AuriMD) infringe the third party's U.S. intellectual property rights (patents, copyrights, trademarks, trade secrets), provided that you:

  1. Notify AuriMD promptly in writing of the claim
  2. Give AuriMD sole control of the defense and settlement of the claim
  3. Cooperate fully with AuriMD's defense (provide information, testimony, etc.)

If the Services are found to infringe, AuriMD may (at its option):

  • Obtain a license for you to continue using the Services
  • Modify the Services to be non-infringing
  • Replace the Services with non-infringing alternatives of equivalent functionality
  • Terminate the Services and refund prepaid fees on a pro-rated basis

Exclusions from AuriMD's Indemnification:

AuriMD is NOT obligated to indemnify you for claims arising from:

  • Your modification of the Services
  • Your combination of the Services with third-party products or services
  • Your use of the Services in violation of these Terms
  • Your use of the Services after we notify you to stop due to infringement
  • Your content or data input into the Services

This Section 12.2 states AuriMD's sole and exclusive liability and your sole and exclusive remedy for intellectual property infringement claims.

12.3 Limitation on Indemnification

Cap on AuriMD's Indemnification: AuriMD's total indemnification obligation under Section 12.2 shall not exceed two times (2×) the total fees you paid to AuriMD in the twelve (12) months preceding the claim.

No Cap on Your Indemnification: Your indemnification obligations under Section 12.1 are UNLIMITED (not subject to the liability cap in Section 11.2) because they arise from your own conduct, not AuriMD's performance of the Services.

13. TERMINATION

13.1 Termination by You

Monthly Subscriptions:

  • Cancel anytime with 30 days' written notice to billing@aurimd.com
  • Access continues through end of current billing period
  • No refund for partial months

Annual Subscriptions:

  • Cancel anytime with 30 days' written notice to billing@aurimd.com
  • Within first 90 days: Pro-rated refund available (minus 20% administrative fee)
  • After 90 days: Access continues through end of annual term; no refund

13.2 Termination by AuriMD

For Cause (Immediate Termination):

We may terminate your account immediately without notice if:

  • You materially breach these Terms and fail to cure within 10 days of written notice (or immediately if cure is not possible)
  • You fail to pay fees when due (after 30-day grace period)
  • Your account poses security or compliance risks
  • You engage in fraudulent, illegal, or abusive conduct
  • Your medical license is suspended, revoked, or expired
  • You violate HIPAA or other healthcare laws in a manner that exposes AuriMD to liability

For Convenience (With Notice):

We may terminate your account with 90 days' written notice if:

  • We discontinue the Services entirely
  • We discontinue support for your EHR system or deployment type
  • Your account has been inactive for 24 consecutive months

If we terminate for convenience, you will receive a pro-rated refund of prepaid fees for the unused portion of your subscription.

13.3 Effect of Termination

Upon termination (for any reason):

Your Obligations:

  • Pay all outstanding fees (including fees incurred before termination)
  • Stop using the Services immediately
  • Return or destroy all AuriMD confidential information and documentation
  • Delete all copies of our software or mobile applications

Our Obligations:

  • Provide data export in standard formats (FHIR JSON, CSV, PDF) within 30 days
  • Delete your PHI within 30 days (except as required for legal, audit, or compliance purposes)
  • Delete backups containing your PHI within 90 days (following normal backup rotation)
  • Provide certification of data deletion upon request

Data Retention Exceptions:

We may retain your data longer than 30 days if:

  • Required by law (e.g., HIPAA requires 7-year audit log retention)
  • Necessary for ongoing legal disputes or regulatory audits
  • Already de-identified (de-identified data may be retained indefinitely)

Survival of Terms:

The following sections survive termination:

  • Section 5 (Fees for services rendered prior to termination)
  • Section 6 (Intellectual Property - ownership rights)
  • Section 10 (Disclaimers)
  • Section 11 (Limitation of Liability)
  • Section 12 (Indemnification)
  • Section 13.3 (Effect of Termination)
  • Section 14 (Dispute Resolution)

14. DISPUTE RESOLUTION

14.1 Informal Resolution (Required First Step)

Before filing any formal claim, you agree to contact us at legal@aurimd.com to attempt informal resolution. We will work in good faith to resolve disputes amicably.

Provide a written description of the dispute, your contact information, and your desired resolution. We will respond within 30 days.

If we cannot resolve the dispute informally within 60 days, either party may proceed to arbitration or court (as applicable).

14.2 Arbitration Agreement

⚠️ PLEASE READ CAREFULLY: THIS SECTION CONTAINS A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS.

Except as provided in Section 14.4 (Exceptions), any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules (available at www.adr.org).

Arbitration Rules:

  • One (1) arbitrator selected in accordance with AAA rules
  • Location: Arbitration conducted in [City, State] or via videoconference
  • Governing law: Federal Arbitration Act (9 U.S.C. § 1 et seq.)
  • Discovery: Limited discovery as permitted by arbitrator
  • Award: Final and binding (very limited appeal rights under FAA)
  • Confidentiality: Arbitration proceedings are confidential
  • Costs: Each party bears its own attorneys' fees and costs (unless law requires otherwise or arbitrator awards fees to prevailing party)

What Can Be Arbitrated:

  • Contract disputes (breach of Terms, payment disputes)
  • Privacy or data breach claims (except HIPAA regulatory matters)
  • Intellectual property claims (except injunctive relief)
  • Tort claims (negligence, misrepresentation)

14.3 Class Action Waiver

YOU AGREE THAT DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY.

YOU WAIVE ANY RIGHT TO:

  • Participate in a class action lawsuit
  • Participate in class-wide arbitration
  • Act as a class representative or private attorney general
  • Consolidate your claims with claims of other customers

Each party may bring claims against the other only in their individual capacity, not as a plaintiff or class member in any class or representative action.

14.4 Exceptions to Arbitration

The following claims may be brought in court instead of arbitration:

(a) Small Claims Court: Claims within the jurisdiction of small claims court (typically under $10,000) may be brought in small claims court.

(b) Injunctive Relief for IP: Either party may seek injunctive or equitable relief in court to protect intellectual property rights (e.g., temporary restraining order for trade secret misappropriation).

(c) HIPAA Regulatory Matters: Claims involving HIPAA enforcement by government agencies (HHS OCR, State Attorneys General, FTC) are not subject to arbitration.

(d) Emergency Relief: Either party may seek emergency or provisional relief from a court pending arbitration (e.g., temporary restraining order).

14.5 Opt-Out of Arbitration Agreement

You may opt out of the arbitration agreement by sending written notice to legal@aurimd.com within 30 days of first accepting these Terms (date of account creation or first use of Services).

Your opt-out notice must include:

  • Your name and account email address
  • Statement: "I opt out of the arbitration agreement in the Terms of Service"
  • Your signature (electronic signature acceptable)

If you opt out, disputes will be resolved in court per Section 14.6 (not via arbitration).

14.6 Jurisdiction and Venue

If arbitration does not apply (either because you opted out or the claim is excepted under Section 14.4), you agree that:

Exclusive Jurisdiction: Any lawsuit shall be filed in the federal or state courts located in [County], [State].

Consent to Personal Jurisdiction: You consent to the personal jurisdiction of such courts and waive any objection based on improper venue or inconvenient forum.

Jury Trial Waiver: YOU WAIVE YOUR RIGHT TO A JURY TRIAL. All disputes will be decided by a judge.

14.7 Governing Law

These Terms are governed by the laws of the State of [State], without regard to its conflict of laws principles.

The Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs the interpretation and enforcement of Section 14.2 (Arbitration Agreement).

Federal law (HIPAA, FDA regulations, export controls) applies where applicable.

The United Nations Convention on Contracts for the International Sale of Goods does NOT apply.

14.8 Limitation Period for Claims

You must file any claim within ONE (1) YEAR of when the claim arose. After one year, the claim is permanently barred.

This applies whether the claim is brought in arbitration or court.

15. GENERAL PROVISIONS

15.1 Entire Agreement

These Terms, together with the Privacy Policy and Business Associate Agreement (BAA), constitute the entire agreement between you and AuriMD regarding the Services and supersede all prior or contemporaneous agreements, proposals, negotiations, and understandings (whether written or oral).

If there is a conflict between these Terms and the BAA, the BAA controls with respect to PHI handling and HIPAA compliance.

15.2 Amendments

We may update these Terms by:

  1. Posting revised terms on our website (aurimd.com/terms)
  2. Sending notice to your account email at least 30 days before effective date

Continued use of the Services after the effective date constitutes acceptance of the updated Terms.

For material changes that reduce your rights, we will obtain your explicit consent (e.g., require you to click "I Accept" before using Services).

You may reject changes by canceling your account before the effective date.

15.3 Assignment

You may NOT assign these Terms without our prior written consent. Any attempted assignment in violation is void.

We may assign these Terms in connection with:

  • Merger, acquisition, or sale of substantially all assets
  • Change of control transaction
  • Corporate reorganization

provided the assignee agrees to honor these Terms.

15.4 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court or arbitrator, the remaining provisions shall remain in full force and effect.

The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' intent.

15.5 Waiver

Failure to enforce any provision of these Terms does not waive our right to enforce it later.

Waivers must be in writing and signed by AuriMD to be effective. No waiver of one provision constitutes a waiver of any other provision.

15.6 Force Majeure

Neither party shall be liable for delays or failure to perform due to causes beyond its reasonable control, including:

  • Acts of God (earthquakes, hurricanes, floods, fires)
  • Natural disasters
  • Pandemics or epidemics
  • Terrorism, war, riots, civil unrest
  • Government actions (embargoes, sanctions, regulatory changes)
  • Internet outages or telecommunications failures
  • Cyberattacks or DDoS attacks
  • Third-party service provider failures (cloud platforms, AI providers)
  • Strikes or labor disputes

The affected party must:

  • Notify the other party promptly
  • Use reasonable efforts to mitigate the delay
  • Resume performance as soon as practicable

If force majeure event continues for more than 60 days, either party may terminate the agreement without penalty.

15.7 Notices

Legal notices must be sent in writing to:

AuriMD: Email: legal@aurimd.com Mail: AuriMD Legal Department, [Address]

Customer: Email address on file in your account Mail: Address on file in your account

Billing/Account Notices: Email: billing@aurimd.com (for payment, invoicing, subscription issues)

Security Incidents: Email: security@aurimd.com (for data breaches, security issues) — monitored 24/7

Notices are effective:

  • Email: Upon receipt (or 24 hours after sending if no delivery failure)
  • Mail: Three (3) business days after mailing via certified mail, return receipt requested

15.8 No Agency or Partnership

Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and AuriMD.

You have no authority to bind AuriMD or make commitments on AuriMD's behalf.

15.9 Export Compliance

The Services may be subject to U.S. export control laws, including the Export Administration Regulations (EAR) and Office of Foreign Assets Control (OFAC) sanctions.

You agree that you will NOT:

  • Export, re-export, or transfer the Services to any embargoed country or prohibited party
  • Use the Services in violation of U.S. export laws
  • Provide access to the Services to individuals or entities on U.S. denied parties lists (SDN List, Entity List, etc.)

Embargoed countries currently include (subject to change): Cuba, Iran, North Korea, Syria, and Crimea region of Ukraine.

15.10 Government Use

If you are a U.S. government entity or using the Services for government purposes, the Services are deemed "commercial computer software" and "commercial computer software documentation" as defined in:

  • Federal Acquisition Regulation (FAR) 12.212
  • Defense Federal Acquisition Regulation Supplement (DFARS) 227.7202

The U.S. government's rights are limited to those expressly granted in these Terms. No other rights are granted.

15.11 Accessibility

We strive to make the Services accessible to individuals with disabilities in accordance with WCAG 2.1 Level AA guidelines.

If you encounter accessibility barriers, contact accessibility@aurimd.com and we will work to provide reasonable accommodations.

15.12 Language

These Terms are drafted in English. Any translation is provided for convenience only. In the event of conflict, the English version controls.

15.13 Independent Contractors

You and AuriMD are independent contractors. Neither party is an employee, agent, partner, or joint venturer of the other.

15.14 Survival

Provisions that by their nature should survive termination shall survive, including but not limited to:

  • Intellectual property rights (Section 6)
  • Payment obligations (Section 5)
  • Confidentiality obligations
  • Disclaimers (Section 10)
  • Limitation of liability (Section 11)
  • Indemnification (Section 12)
  • Dispute resolution (Section 14)
  • General provisions (Section 15)

16. CONTACT INFORMATION

AuriMD, Inc. Address: [Company Address] Website: www.aurimd.com

General Inquiries: info@aurimd.com Sales: sales@aurimd.com Support: support@aurimd.com Privacy Questions: privacy@aurimd.com Security Issues: security@aurimd.com Legal Inquiries: legal@aurimd.com Billing/Payments: billing@aurimd.com Accessibility: accessibility@aurimd.com

Phone: +1 (XXX) XXX-XXXX (Business Hours: Mon-Fri, 8 AM - 6 PM ET) Emergency Security Hotline: +1 (XXX) XXX-XXXX (24/7 for critical security incidents)

ACKNOWLEDGMENT

BY CLICKING "I ACCEPT," CREATING AN ACCOUNT, OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE:

✓ READ AND UNDERSTOOD these Terms of Service in their entirety ✓ READ THE CRITICAL DISCLAIMERS at the top of this document ✓ UNDERSTAND that AuriMD is not a medical device and does not provide medical advice ✓ UNDERSTAND that you are solely responsible for all clinical decisions and patient care ✓ AGREE to review all AI-generated content before use ✓ AGREE to indemnify AuriMD against medical malpractice and patient harm claims ✓ AGREE to the limitation of liability and arbitration provisions ✓ AGREE TO BE BOUND by these Terms

IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A HEALTHCARE ORGANIZATION:

You represent and warrant that you have the authority to bind that organization to these Terms. Your organization will be responsible for ensuring all users comply with these Terms.

END OF TERMS OF SERVICE

Document Version: 2.0 (Strengthened for Solo LLC Liability Protection) Last Updated: January 26, 2025 Effective Date: January 26, 2025 Next Review: July 26, 2025

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