1. Acceptance of Terms
Welcome to EMRxAI ("Company", "we", "our", "us"). These Terms and Conditions ("Terms") govern your access to and use of our home health electronic medical record (EMR) software, websites, and related services (collectively, the "Service"). By accessing, registering for, or using the Service, you ("you", "Customer") agree to be bound by these Terms on behalf of yourself and the organization you represent, and you represent that you have authority to do so. If you do not agree, you may not access or use the Service. If a separate written master services agreement, order form, or subscription agreement ("Service Agreement") exists between you and EMRxAI, that Service Agreement controls to the extent it conflicts with these Terms.
2. Service Description
EMRxAI provides a software-as-a-service EMR platform designed for home health agencies, which may include patient record management, scheduling, billing support, documentation, compliance tooling, reporting, and features that use artificial intelligence and automation. The Service is a software tool intended to assist qualified personnel; it does not provide, and is not a substitute for, professional medical, clinical, coding, billing, legal, or accounting judgment.
3. Not Medical Advice; Customer Responsibility for Clinical Decisions
The Service is an administrative and documentation tool. It does not practice medicine, provide medical advice, or make clinical decisions. All diagnoses, treatment decisions, plans of care, clinical documentation, coding determinations, and patient care remain the sole responsibility of the Customer and its appropriately licensed clinicians and staff. You are solely responsible for verifying the accuracy, completeness, and appropriateness of any information entered into, generated by, or displayed through the Service, and for exercising independent professional judgment. EMRxAI is not a healthcare provider and assumes no responsibility for patient outcomes.
4. Artificial Intelligence Features
Certain features use artificial intelligence, machine learning, or automated suggestions ("AI Features"). AI Features may produce outputs that are incomplete, inaccurate, outdated, or otherwise erroneous, and such outputs are probabilistic in nature. AI Features are intended only to assist, and every output must be independently reviewed, validated, and approved by a qualified human before it is relied upon or acted upon. You acknowledge that you are responsible for any decision made or action taken based on AI Feature outputs, and EMRxAI disclaims all liability arising from your use of, or reliance on, AI Features.
5. No Guarantee of Regulatory Compliance or Financial Results
While the Service includes tools designed to support compliance with applicable regulations (such as Medicare/Medicaid Conditions of Participation, PDGM, OASIS, and HIPAA) and to support billing workflows, EMRxAI does not warrant or guarantee that your use of the Service will result in compliance with any law, regulation, payer requirement, or accreditation standard, nor that any claim will be accepted, paid, or free from audit, denial, or recoupment. You remain solely responsible for your own regulatory compliance, billing accuracy, and submissions. Any performance figures, savings estimates, ROI calculators, time savings, denial-reduction statistics, or similar metrics presented on our website or marketing materials are illustrative estimates only, are not promises or guarantees, and individual results will vary.
6. User Accounts and Security
You must provide accurate, complete, and current information when creating an account and keep it updated. You are responsible for maintaining the confidentiality of login credentials, for all activity that occurs under your accounts, for assigning and de-provisioning user access appropriately, and for promptly notifying us of any unauthorized access or security incident. We may suspend access where we reasonably believe credentials have been compromised.
7. Protected Health Information and HIPAA
To the extent EMRxAI creates, receives, maintains, or transmits Protected Health Information ("PHI") on behalf of a Customer that is a HIPAA Covered Entity or Business Associate, the parties will enter into a separate Business Associate Agreement ("BAA"). The BAA governs the permitted uses and disclosures of PHI and, with respect to PHI, controls over any conflicting provision of these Terms or the Privacy Policy. You are responsible for ensuring you have all necessary authorizations and a lawful basis to upload data to the Service, and for configuring access controls appropriately. You must not transmit PHI to us through unsecured channels (such as standard email or support chat) except as expressly permitted.
8. Customer Data and License
As between the parties, you retain all rights to the data you submit to the Service ("Customer Data"). You grant EMRxAI a non-exclusive, worldwide license to host, process, transmit, display, and use Customer Data solely to provide and maintain the Service, to fulfill our obligations under the BAA, to comply with law, and to create de-identified and/or aggregated data that does not identify you or any individual, which we may use to operate, improve, and develop our products and services.
9. Acceptable Use
You agree not to, and not to permit any user to:
- use the Service for any unlawful, fraudulent, or unauthorized purpose;
- upload data you do not have the right to upload, or upload malicious code, viruses, or harmful materials;
- reverse engineer, decompile, copy, resell, sublicense, or create derivative works of the Service, except as permitted by law;
- attempt to gain unauthorized access to the Service or its systems, or interfere with its operation;
- use the Service to develop a competing product or to benchmark without our written consent.
10. Intellectual Property
The Service and all related software, content (excluding Customer Data), features, and functionality are and remain the exclusive property of EMRxAI and its licensors and are protected by intellectual property laws. Subject to these Terms and timely payment, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes during your subscription term. Our trademarks may not be used without our prior written consent.
11. Subscription, Fees, and Payment
Access to the Service is subscription-based. Fees, billing frequency, and term are set out in your Service Agreement or order form and are billed in advance on a recurring basis unless otherwise stated. Except as required by law or expressly stated in writing, all fees are non-refundable. Late or unpaid amounts may accrue interest and result in suspension. You are responsible for applicable taxes other than taxes on our net income.
12. Disclaimer of Warranties
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EMRXAI DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, ACCURATE, OR THAT DEFECTS WILL BE CORRECTED. WE DO NOT WARRANT ANY RESULTS, CLINICAL OUTCOMES, REIMBURSEMENT, OR COMPLIANCE OUTCOMES FROM USE OF THE SERVICE.
13. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EMRXAI OR ITS DIRECTORS, EMPLOYEES, AFFILIATES, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR REIMBURSEMENT, ARISING OUT OF OR RELATED TO THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR YOUR PAYMENT OBLIGATIONS AND INDEMNIFICATION OBLIGATIONS, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO EMRXAI FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.
14. Indemnification
You agree to defend, indemnify, and hold harmless EMRxAI and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service; (b) Customer Data and your right to provide it; (c) your violation of these Terms or applicable law; (d) your clinical, coding, billing, or compliance decisions; or (e) your violation of any third-party right, including any patient or privacy right.
15. Service Availability and Support
We strive to maintain reasonable availability of the Service but do not guarantee uninterrupted access. We may perform scheduled or emergency maintenance and may modify, suspend, or discontinue features. Any service level commitments, if applicable, are stated in your Service Agreement.
16. Term and Termination
We may suspend or terminate your access for breach of these Terms, non-payment, or where required by law or to protect the Service or others. Upon termination, your right to use the Service ceases. We will make Customer Data available for export for a limited period as described in your Service Agreement or the BAA, after which we may delete it in accordance with our retention obligations. Sections that by their nature should survive termination (including Sections 8, 10, 12-14, 18-20) will survive.
17. Third-Party Services
The Service may integrate with or link to third-party products and services. We are not responsible for third-party services, and your use of them is governed by their terms. We do not warrant and are not liable for any third-party service.
18. Dispute Resolution; Binding Arbitration; Class Action Waiver
Except for claims for injunctive relief relating to intellectual property or unauthorized access, any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be resolved by final and binding arbitration administered by a recognized arbitration provider under its commercial rules, conducted by a single arbitrator. The arbitration will take place in the jurisdiction identified in Section 19, and judgment on the award may be entered in any court of competent jurisdiction. You and EMRxAI agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. To the extent permitted by law, you waive any right to a jury trial. Where arbitration is not permitted by law, disputes will be resolved in the courts identified in Section 19.
19. Governing Law and Venue
These Terms are governed by the laws of the State of California, without regard to its conflict-of-law rules, and, where applicable, by federal law including HIPAA and the Federal Arbitration Act. Subject to Section 18, the exclusive venue for any dispute not subject to arbitration shall be the state and federal courts located in California, and you consent to personal jurisdiction there.
20. Force Majeure
EMRxAI is not liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, internet or utility failures, third-party service outages, governmental action, or public health emergencies.
21. Changes to Terms
We may modify these Terms from time to time. If a change is material, we will provide reasonable notice (for example, by posting on this page and updating the "Last Updated" date, or by email). Your continued use of the Service after changes become effective constitutes acceptance of the revised Terms.
22. Miscellaneous
These Terms, together with any Service Agreement and the BAA, constitute the entire agreement between the parties regarding the Service. If any provision is held unenforceable, the remaining provisions remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets.
23. Electronic Communications and Consent to Contact
By creating an account, requesting a demo, or providing your contact information, you consent to receive communications from us electronically, including by email, telephone, and, where you provide a mobile number, SMS/text message, regarding your request, your account, the Service, and related products and offers. You agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communications be in writing. Message and data rates may apply to text messages, and message frequency varies. You may opt out of marketing communications at any time by following the unsubscribe instructions in an email or replying STOP to a text message; transactional and account-related messages may continue. Providing consent is not a condition of purchasing the Service.
24. Feedback
If you choose to provide suggestions, ideas, enhancement requests, or other feedback about the Service ("Feedback"), you grant EMRxAI a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate that Feedback into the Service and our other products without any obligation or compensation to you. Feedback is provided voluntarily and is not confidential.
25. Contact Us
If you have any questions about these Terms, please contact us at:
Email: contact@emrxai.com