This Abridge Clinician Dashboard Terms of Service Agreement (“Agreement”) governs your use of the Abridge Clinician Dashboard (“the Dashboard”) made available to you by Abridge AI Inc. (“Abridge“, “We” “Our” or “Us”). These Terms describe your rights and responsibilities as a Dashboard customer.
You may use the Dashboard as a Verified Telehealth Professional under the terms of a Master Agreement between you and us or and/or a controlling entity (such as a hospital) and us. If you are using Abridge as part of a Master Agreement, the terms of that Agreement apply to your use of Abridge as a Verified Telehealth Professional.
Unless You are located in a jurisdiction that prohibits the exclusive use of arbitration for dispute resolution, these Terms provide that all disputes between You and Abridge regarding the Agreement will be resolved by BINDING ARBITRATION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this Agreement, except for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury, and Your claims cannot be brought as a class action. Please review Section 17 (“Dispute Resolution and Arbitration”) for the details regarding Your agreement to arbitrate any disputes with Abridge.
(b) Consumer Software Products Not Covered
These Terms do not apply to our downloadable software applications for consumers (e.g., the app and any additional services available at www.abridge.com ), use of which requires a separate license agreement with Us. For clarity, however, any client software (e.g., a desktop or mobile application) we provide as part of the Dashboard remains subject to these Terms.
(a) License. Subject to the restrictions set forth in these Terms, Abridge grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to the Abridge Clinician Dashboard (“License”). By agreeing to these Terms You acknowledge the Abridge Clinician Dashboard is licensed, not sold to you.
(b) Connected Patients. You may connect with Your patients (“Connected Patients”) through the Dashboard to record conversations and receive transcripts and other information related to the conversations (“Connected Patient Data”). Abridge represents Connected Patients have consented to the recording of their conversations with you in the Services and for Abridge to share the Connected Patient Data collected, processed and stored by Abridge in connection with a consented recording with you. Your sole remedy, for breach of the foregoing warranty are the Dashboard level and support commitments agreed to by the parties.
(c) Use of the Abridge Clinician Dashboard. You may use the Dashboard, subject to these Terms, solely for Your internal business purposes. Your Employees may use the Dashboard on Your behalf under this Agreement; however, You are fully responsible for Your employees’ compliance with this Agreement. “Employees” shall mean persons You pay to perform activities in furtherance of your business activities related to providing healthcare to Your patients.
(d) Acceptable Use. You will not, and will not encourage or assist any third party to: (i) use the Dashboard in any manner that interferes with the functionality or performance of the Dashboard; (ii) attempt to gain unauthorized access to all or a portion of the Dashboard, the networks or systems related to the Dashboard, or any data contained therein; (iii) interfere with another’s use of the Dashboard; (iv) permit access to the Dashboard by any third party; (v) rent, lease, lend, or grant a security interest in the Dashboard to any third party; (vi) provide the Dashboard to third parties in any service-bureau or similar capacity; (vii) modify, copy, or make derivative works based on the Dashboard; (viii) disassemble, reverse engineer, or decompile the Dashboard or any software associated with the Dashboard except to the extent that such actions are expressly permitted by applicable law notwithstanding this restriction; (ix) “frame” or “mirror” any of Abridge’s content; (x) access the Dashboard to build a competitive service or reproduce features of the Dashboard; (xi) disclose any user IDs, passwords, API keys or other similar access credentials to any third party; or (xii) without Abridge’s prior written consent, publish, disclose to any third party, or otherwise disseminate any benchmarking or other test results or similar data or reports, or other information, opinions, or results generated in connection with Your use of the Dashboard, including any comparisons of the Dashboard with alternative services or technology.
Abridge expects no monetary remuneration from You for the rights granted to You under these Terms.
Except for the limited rights expressly granted in Section 2(a) Abridge retains all rights, title and interest, including all intellectual property rights in and to the Dashboard and the Consumer Services, including without limitation the websites, mobile applications, software, processes, algorithms, designs, look and feel, branding, documentation, specifications, and other technology used in connection with or that constitutes the Abridge Clinician Dashboard and Consumer Services (collectively, “Abridge Technology”). All rights not expressly granted hereunder are reserved to Abridge.
Abridge owns and operates the Abridge Clinician Dashboard. The documents and other information and content available on the Dashboard and the web site www.clinic.abridge.com (“Site Content“) are protected by copyright and other intellectual property laws throughout the world. All copyright and other proprietary notices on any Site Content must be retained on any copies made thereof. Any unauthorized reproduction, modification, distribution, public display or public performance of any Site Content is strictly prohibited. Abridge and its suppliers reserve all rights not granted in these Terms.
(a) User Content Generally. Certain features of the Dashboard may permit You to upload content to the Dashboard (“User Content”). You retain the copyrights, including any moral rights, and any other proprietary rights that You may hold in the User Content.
The Parties agree that, to the extent Abridge creates, receives, maintains, or transmits “protected health information” (as that term is defined by 45 C.F.R. 160.103) for or on behalf of You under these Terms, the BAA shall govern. The BAA is incorporated herein by reference, and made a part of these Terms.
(b) Additional Terms. Your use of the Dashboard is subject to all additional terms, policies, rules, or guidelines applicable to the Dashboard or certain features of the Dashboard that We may post on or link to from the Dashboard (the “Additional Terms”), such as end-user license agreements for any downloadable software applications, or rules that are applicable to a particular feature or content on the Dashboard subject to Section 11. All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
We reserve the right, at our discretion, to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. If a change to these Terms materially materially modifies your rights or obligations (“Material Modifications”), we will notify you of the modified Terms by email to the address You provided in setting up Your account. Material Modifications will be effective upon your acceptance of such modified terms. Immaterial modifications are effective upon publication. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose. Your sole and exclusive remedy if you do not agree with any modification to these Terms is to terminate this Agreement in accordance with the terms herein. You may not amend or modify these Terms under any circumstances.
Abridge appreciates the ideas and suggestions of its customers. You may, but are not required to, provide Abridge with information, suggestions, or other feedback with respect to the Dashboard or Consumer Service (“Feedback”), and Abridge may use such Feedback in any manner, including to improve its products and services. You hereby grant to Abridge a worldwide, nonexclusive, perpetual, irrevocable, transferable, royalty free, fully paid up, sublicensable license to use and exploit Feedback for any purpose without restriction.
(a) Mutual. Each Party represents and warrants to the other Party that it has all necessary power and authority to enter into this Agreement and to carry out its obligations hereunder, and that the execution and performance of these Terms does not and will not conflict with or violate any law or its contractual or other obligations to any third party.
(b) Abridge’s Representations. Abridge represents and warrants that it will provide the Dashboard in a professional manner consistent with applicable industry standards, and that the Dashboard will substantially conform in all material respects to user documentation provided by Abridge for the Dashboard; provided, however, that Abridge’s sole obligations, and Your sole remedy, for breach of the foregoing warranty are the Dashboard level and support commitments set forth in Section 3.
(c) Your Representations. You represent and warrant that (i) You have the necessary rights and permissions or approvals to use and to permit the use of any information You provide to Abridge hereunder; and (ii) You will not provide to Abridge any personal data or personally identifiable information, as such terms are defined under applicable law, in violation of any contractual or other obligations, including Your privacy policies and guidelines, and applicable laws, including without limitation the Health Insurance Portability and Accountability Act.
(d) Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES CONTAINED IN THIS SECTION 7.2 THE SERVICES, ARE OFFERED AND PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ABRIDGE HEREBY DISCLAIMS ALL OTHER WARRANTIES IN CONNECTION WITH THIS AGREEMENT, THE SERVICES, WHETHER IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED. ABRIDGE DOES NOT REVIEW, MONITOR, EVALUATE, OR ANALYZE ANY INFORMATION GENERATED FROM OR BY CONNECTED PATIENTS FOR ANY MEDICAL PURPOSE. ABRIDGE DOES NOT ENGAGE IN THE PRACTICE OF MEDICINE AND DOES NOT PROVIDE ANY MEDICAL ADVICE OR DIAGNOSES TO CONNECTED PATIENTS. IT IS YOUR RESPONSIBILITY TO DISPENSE MEDICAL ADVICE TO OR MAKE DIAGNOSES FOR YOUR PATIENTS BASED ON YOUR PROFESSIONAL JUDGMENT, YOUR REVIEW OF ANY DATA USING THE SERVICE AND YOUR EVALUATION OF YOUR CONNECTED PATIENTS.
By Abridge. Abridge shall defend or, at its option, settle any third-party claim, suit or proceeding (“Claim”) brought against You to the extent that such Claim alleges that the use of Abridge Telehealth Service by You or Your Connected Patients in accordance with these Terms infringes or misappropriates any third-party intellectual property right. Abridge shall have sole control of the defense or settlement negotiations for such Claims, and, subject to the limitations set forth below, Abridge agrees to pay and indemnify You against any final judgment entered against You or agreed to by Abridge in settlement as a result of such infringement in any such Claim defended by Abridge; provided that You give Abridge (i) prompt written notice of such Claim; and (ii) all reasonably available information and assistance, at Abridge’s expense, to settle and/or defend any such Claim.
Additional Rights. In the event that any Claim is brought or threatened, or, in Abridge’s opinion, a Claim is likely to be brought, Abridge may, at its sole option and expense: (i) procure for You the right to continue to use the Dashboard; (ii) modify or amend the Dashboard or replace the Dashboard with non-infringing services that do not materially impair the functionality of the Dashboard; or (iii) if either of the foregoing is not feasible on commercially reasonable terms, terminate these Terms and any Order Forms and refund on a pro-rata basis any Fees prepaid by You to Abridge, and upon such termination, You will immediately cease all use of the Dashboard.
Limitations. Abridge shall have no obligation to You under Section 12(a) to the extent a Claim arises from (i) Your breach of these Terms or any Order Forms; or (ii) use or resale of the Dashboard in combination with any products, services, data, software, hardware or business process not contemplated by these Terms or any Order Forms, if the alleged infringement would not have occurred absent such combination.
Sole Remedy. The foregoing provisions of this Section 12 state the entire liability of Abridge, and Your sole remedy, with respect to any actual or alleged claim of infringement or misappropriation of intellectual property rights.
By You. You shall defend or, at Your option, settle any Claims brought against Abridge to the extent they allege (i) breach of any of Your warranties set forth in Section 13; (ii) breach of Your obligations to patients or other third parties; and (iii) violations of law by You, Your employees or agents. You shall have sole control of the defense or settlement negotiations, and You agree to pay, subject to the limitations set forth below, any final judgment entered against Abridge as a result of such breach, in any such Claim defended by You; provided that Abridge provides You with (a) prompt written notice of such Claim; and (b) available information and assistance, at Your expense, to settle and/or defend any such Claim.
(a) Damages. IN NO EVENT SHALL ANY PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOSS OF DATA, LOSS OF USE, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE PARTIES’ OBLIGATIONS UNDER SECTION 11, IN NO EVENT SHALL ANY PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE GREATER OF ONE THOUSAND UNITED STATES DOLLARS OR THE AMOUNTS ACTUALLY PAID OR PAYABLE UNDER THE APPLICABLE ORDER FORM DURING THE ONE-YEAR PERIOD IMMEDIATELY PRECEDING THE DATE THE CAUSE OF ACTION AROSE.
(b) Basis of the Bargain. Abridge has set its prices for the Dashboard in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, which form an essential basis of the bargain between the Parties. The Parties agree that such limitations and exclusions of liability and disclaimers will apply even if limited remedies fail of their essential purpose.
The term of this Agreement begins on the Effective Date and will continue until either Party terminates these Terms. Abridge may suspend access to the Dashboard if Abridge deems such suspension reasonably necessary to prevent any data breach or legal liability, without limiting any other remedies available at law or in equity.
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH US AND LIMITS THE MANNER IN WHICH YOU MAY SEEK RELIEF FROM US.
(a) Generally. To the fullest extent permitted under applicable law and in the interest of resolving disputes between You and Abridge in the most expedient and cost effective manner, You and Abridge agree that every dispute arising in connection with these Terms will be resolved by binding arbitration, unless You are located in a jurisdiction that prohibits the exclusive use of arbitration for dispute resolution.
Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND Abridge ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.
(b) Opt-Out of Agreement to Arbitrate. You can decline this agreement to arbitrate by contacting firstname.lastname@example.org within 30 days of first accepting this Agreement and stating that you (include your first and last name, and email address used to register for the Abridge Clinician Dashboard) decline this arbitration agreement.
(c) Exceptions. Despite the provisions of Section 15(a), nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either Party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law; or (d) to file suit in a court of law to address an intellectual property infringement claim.
(d) Arbitrator. To the fullest extent permitted under applicable law, any arbitration between You and Abridge will be settled under the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Abridge.
(e) Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if such other party has not provided a current physical address, then by electronic mail (“Notice”). Abridge’s address for Notice is: Abridge AI, Inc., 224 N. Euclid Ave. Suite 311 Pittsburgh, PA 15206. The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The Parties will make good faith efforts to resolve the claim directly, but if the Parties do not reach an agreement to do so within 30 days after the Notice is received, You or Abridge may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by You or Abridge must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in Your favor, Abridge will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by Abridge in settlement of the dispute prior to the arbitrator’s award; or (iii) $1,000.
(f) Fees. If You commence arbitration in accordance with these Terms, Abridge will reimburse You for Your payment of the filing fee, unless Your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location, to be agreed upon, in Allegheny County, Pennsylvania, but if the claim is for $10,000 or less, You may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of Your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b), then the payment of all fees will be governed by the AAA Rules. In that case, You agree to reimburse Abridge for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
(g) No Class Actions. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AND Abridge AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both You and Abridge agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding, to the fullest extent permissible pursuant to applicable law.
(h) Claims. To the fullest extent permitted under applicable law, no action arising out of, in connection with, or relating to this Agreement shall be brought by You more than one (1) year after the accrual of the cause of action. This period shall not be extended for any reason, except by the written consent of both parties. All statutes or provisions of law which would toll or otherwise affect the running of the period of limitation are hereby waived, and no such statute or provision of law shall operate to extend the period limited in this paragraph, to the fullest extent permitted under applicable law.
If Abridge makes any future change to this arbitration provision, other than a change to Abridge’s address for Notice, you may reject the change by sending us written notice within 30 days of the change to Abridge’s address for Notice, in which case Your account with Abridge will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
If Section 15(f) is found to be unenforceable or if the entirety of Section 15 is found to be unenforceable, then the entirety of this Section 15 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 18 will govern any action arising out of or related to these Terms.
(a) Governing Law; Venue. To the fullest extent permitted pursuant to applicable law, these Terms are governed by the laws of the State of Pennsylvania without regard to conflict of law principles. If a lawsuit or court proceeding is permitted under this Agreement, then You and Abridge agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Pittsburgh, Pennsylvania for the purpose of litigating any dispute. We operate the Dashboard from our offices in the United States, and we make no representation that Abridge Technology included in the Dashboard is appropriate or available for use in other locations.
(b) Independent Contractors. The Parties are independent contractors. This Agreement does not establish any relationship of partnership, joint venture, employment, franchise or agency between You, Abridge, and no Party will have the power to act on the other Party’s behalf without the other Party’s prior written consent.
(c) Assignment. No Party shall have the right to assign this Agreement, in whole or in part, or any of its rights or obligations under this Agreement, without the prior written consent of the other Party (such consent not to be unreasonably withheld), except that Abridge may assign this Agreement without consent as part of a corporate reorganization or upon a change of control, consolidation, merger, or transfer of all or substantially all of its business related to this Agreement, whether by sale of stock or assets, operation of law, or otherwise. Any attempted assignment or delegation in violation of the foregoing will be void.
(d) Force Majeure. Except for the obligation to pay money, no Party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including acts of war, acts of God, labor shortages or disputes, pandemics, governmental acts or failure or degradation of the Internet or telecommunications services. The delayed Party will give the other Party prompt notice of such cause, and will make commercially reasonable efforts to promptly correct such failure or delay in performance.
(e) Severability; Waiver; Entire Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified so as best to accomplish the original intent of the Parties to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior understandings and agreements. To the extent that any terms of the Order Form conflict with these Terms, the terms of the Order Form will prevail.
(f) Promotion. Abridge may include Your name and logo in lists of Abridge’s customers, solely to identify You as a user of the Dashboard and further provided that such customer lists shall not be presented in such a way as to indicate or imply any endorsement by or affiliation with You unless Abridge obtains Your prior written consent.
(g) Notices. Any notice or communication required or permitted to be given hereunder will be deemed given (i) four days after sent by certified mail, or (ii) two days after sent by a reputable overnight courier service, in either case with delivery confirmation and all delivery fees prepaid, to the address for the receiving Party set forth in the Order Form, or at such other address as receiving Party may provide by notice from time to time.