Terms of Service

Introduction

Welcome to Vero ("Vero," "we," "us," or "our"). These Terms and Conditions ("Terms") govern your access to and use of our web application (the "App"), which utilizes third-party technologies to transcribe and summarize recorded audio and generate notes from text inputs. By accessing or using the App, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use the App.

Summary

Vero provides a web app that employs self-hosted or third-party services to transcribe and summarize live or recorded audio into concise notes and generate detailed notes from brief text inputs. The third-party technologies we utilize include Microsoft Azure's OpenAI and Supabase. Depending on factors such as provider location, content-filtering policies, or data-storage regulations, these third-party services may be used independently of our self-hosted services in compliance with PIPEDA, provincial Canadian, and HIPAA-based privacy regulations.

We ensure that no user data submitted through the App is used to train any Large Language Model (LLM), whether third-party or hosted by Vero on Microsoft Azure. Vero has established Business Associate Agreements (BAAs) with Microsoft Azure and Supabase to ensure data privacy compliance. No data is shared directly with OpenAI.

Vero does not have access to any data submitted to or from the LLM, as it is encrypted both at rest and during transit between your device and our services. Vero only accesses encrypted keys (random sequences of characters) that enable synchronization of notes across your devices. Vero itself does not store any user data apart from login information and usage data. Vero is HIPAA and PIPEDA compliant.

You must be at least 18 years old to use the App. By agreeing to these Terms, you represent and warrant that you are at least 18 years old, have not been suspended or removed from the App previously, and that your registration and use of the App comply with all applicable laws and regulations.

User Responsibilities

As a user of the App, you are responsible for:

• Providing accurate and complete information when using the App.
• Complying with all applicable laws, regulations, and rules related to your use of the App and the data you submit.
• Obtaining all necessary consents and permissions from individuals whose data you submit to the App, including any patient-sensitive data.
• Maintaining the confidentiality of your account credentials (such as usernames and passwords).

Limitation of Liability

You agree that Vero, its affiliates, and their respective officers, directors, employees, and agents will not be liable for any loss, damage, or expense arising out of or in connection with your use of the App or any data you submit, including any patient-sensitive data. You assume full responsibility for any such loss, damage, or expense and agree to indemnify and hold Vero harmless from any claims or liabilities arising from your use of the App or the data you submit.

No Warranty

The App is provided "as is" without any warranties, express or implied. Vero does not guarantee that the App will be error-free, uninterrupted, or that it will meet your specific requirements or expectations. To the fullest extent permitted by law, Vero disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Termination

Vero reserves the right to terminate or suspend your access to the App at any time, with or without cause and without prior notice. You may discontinue your use of the App at any time. The provisions of these Terms that by their nature should survive termination shall remain in effect, including but not limited to Limitation of Liability, No Warranty, and Governing Law and Jurisdiction.

Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the jurisdiction in which Vero is located, without regard to its conflict of law provisions. Any disputes arising out of or relating to these Terms or your use of the App shall be subject to the exclusive jurisdiction of the courts located in the same jurisdiction as Vero.

Changes to the Terms

Vero may revise these Terms from time to time without prior notice. By continuing to use the App after any such changes, you agree to be bound by the updated Terms. If you do not agree with the updated Terms, please discontinue your use of the App.

Contact Information

If you have any questions or concerns regarding these Terms or your use of the App, please contact us at:

Email: hello@veroscribe.com

Severability

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

Waiver

No waiver by Vero of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Any failure of Vero to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

Assignment

You may not assign, transfer, or delegate your rights or obligations under these Terms without the prior written consent of Vero. Vero may assign, transfer, or delegate its rights or obligations under these Terms without restriction.

Force Majeure

Vero shall not be held responsible or liable for any delay or failure to perform any obligation under these Terms due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, strikes, government actions, or other extraordinary events beyond Vero's control.

Intellectual Property Rights

All intellectual property rights, including but not limited to copyrights, trademarks, patents, and trade secrets, in the App and its content, features, and functionality are and shall remain the exclusive property of Vero and its licensors. Your use of the App does not grant you any rights in or to such intellectual property, except as expressly set forth in these Terms or as otherwise granted by Vero in writing.

Feedback

If you provide any feedback, suggestions, or ideas to Vero regarding the App, you acknowledge and agree that Vero may use, reproduce, modify, adapt, and otherwise exploit such feedback without restriction and without any obligation of compensation or attribution to you.

Notices

All notices, requests, and other communications under these Terms must be in writing and sent to the applicable party at the contact information provided in the Contact Information section. Notices will be deemed received and effective on the date of actual receipt if delivered by hand or on the date sent if sent by email or other electronic means.

Relationship of the Parties

Nothing in these Terms shall be construed to create a partnership, joint venture, employer-employee, or agency relationship between you and Vero. You and Vero are independent contractors, and neither party has any authority to bind or commit the other party in any way.

Compliance with Laws

You agree to comply with all applicable local, state, national, and international laws, regulations, and rules in connection with your use of the App, including but not limited to data protection, privacy, and intellectual property laws.

Dispute Resolution

In the event of any dispute, claim, or controversy arising out of or relating to these Terms or your use of the App, you and Vero agree to attempt to resolve the dispute amicably through negotiation. If the dispute cannot be resolved through negotiation, you and Vero agree to submit the dispute to binding arbitration in accordance with the rules and procedures of the jurisdiction in which Vero is located.

No Class Actions

You agree that any claim or dispute you may have against Vero must be resolved on an individual basis and not as part of any class, collective, or representative action. You further agree to waive any right to participate in a class action against Vero, and you acknowledge that this waiver is a material and essential term of these Terms.

BY ACCEPTING THESE TERMS, YOU AND VERO ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY.

Injunctive Relief

You acknowledge and agree that any violation or breach of these Terms by you may cause irreparable harm to Vero, and that monetary damages alone may be inadequate to compensate Vero for such harm. Accordingly, you agree that Vero shall be entitled to seek injunctive relief or other equitable remedies, without the requirement to post a bond or provide other security, in the event of any actual or threatened violation or breach of these Terms by you.

Limitation on Time to File Claims

You agree that any claim or cause of action arising out of or related to these Terms or your use of the App must be filed within one (1) year after the claim or cause of action arose, or it shall be permanently barred, regardless of any statute or law to the contrary.

Interpretation

In the event of any conflict or inconsistency between the provisions of these Terms and any other document or communication between you and Vero, the provisions of these Terms shall prevail. Any ambiguity in these Terms shall be interpreted in a manner that is most favorable to Vero.

Non-Exclusivity

Nothing in these Terms shall be construed to create an exclusive relationship between you and Vero. Both parties remain free to engage in other business relationships, including with competitors, during the term of these Terms.

Electronic Communications

By using the App, you consent to receive electronic communications from Vero, including notices, agreements, legally required disclosures, or other information in connection with the App. You agree that any such electronic communication satisfies any legal requirement that such communication be in writing.

User Representations and Warranties

By using the App, you represent and warrant that:

• You are at least 18 years of age and have the legal capacity to enter into these Terms.
• You have read, understood, and agree to be bound by these Terms.
• You have the necessary rights, licenses, and permissions to submit any data you provide to the App, including any patient-sensitive data, which may include obtaining patient informed consent for certain uses within the App.
• Your use of the App and any data you submit will not infringe or violate the rights of any third party, including intellectual property rights, privacy rights, or rights to publicity.

Remedies

The rights and remedies of Vero under these Terms are cumulative and not exclusive, and the exercise by Vero of any right or remedy shall not preclude the exercise of any other right or remedy provided by law or equity.

Language

These Terms have been prepared in the English language, and such version shall be controlling in all respects. Any non-English translations of these Terms are provided for convenience only and shall not be binding or have any effect.

No Third-Party Beneficiaries

These Terms are for the benefit of, and shall be binding upon, the parties hereto and their respective successors and assigns. There are no third-party beneficiaries to these Terms, and no person or entity other than the parties hereto shall have any right or remedy under these Terms.

Modifications to the App

Vero reserves the right to modify, update, or discontinue the App or any features or functionalities thereof at any time without prior notice. This includes scheduled and unscheduled downtime, maintenance, or other issues that may require fixing or monitoring. Vero shall not be liable to you or any third party for any modification, update, or discontinuance of the App.

Links to Other Websites

The App may contain links to third-party websites, advertisements, or resources. You acknowledge and agree that Vero is not responsible or liable for the content, products, or services on or available from such websites or resources. Links to third-party websites or resources do not imply any endorsement by Vero of such websites or resources, or the content, products, or services available from them.

Acknowledgment of Risks

You acknowledge and agree that your use of the App, including the submission of any data, involves certain risks, including but not limited to the risk of unauthorized access, loss, or misuse of your data. You assume all risks associated with your use of the App and the submission of any data, and you agree that Vero shall not be liable for any loss, damage, or expense arising from such risks.

Copyright Infringement Claims

If you believe that any content on the App infringes your copyright, please provide Vero with a written notice containing the following information:

• A description of the copyrighted work that you claim has been infringed.
• A description of the material that you claim is infringing and the location of such material on the App.
• Your name, address, telephone number, and email address.
• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
• A statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
• A physical or electronic signature of the copyright owner or a person authorized to act on their behalf.

Vero's designated agent for notice of copyright infringement can be reached at:

Email: hello@veroscribe.com

Please note that this procedure is exclusively for notifying Vero of copyright infringement claims and is not intended for any other purpose.

Trademark Infringement Claims

If you believe that any content on the App infringes your trademark, please provide Vero with a written notice containing the following information:

• A description of the trademark that you claim has been infringed, including registration details if applicable.
• A description of the material that you claim is infringing and the location of such material on the App.
• Your name, address, telephone number, and email address.
• A statement by you that you have a good faith belief that the disputed use is not authorized by the trademark owner, its agent, or the law.
• A statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the trademark owner or authorized to act on the trademark owner's behalf.
• A physical or electronic signature of the trademark owner or a person authorized to act on their behalf.

Vero's designated agent for notice of trademark infringement can be reached at:

Email: hello@veroscribe.com

Please note that this procedure is exclusively for notifying Vero of trademark infringement claims and is not intended for any other purpose.

Suspension or Termination for Breach

If Vero determines, in its sole discretion, that you have violated any provision of these Terms, Vero may, without prior notice to you, suspend or terminate your access to the App or exercise any other remedy available under these Terms or applicable law.

Confidentiality

You agree to maintain the confidentiality of any non-public information that you receive from Vero in connection with your use of the App and to use such information only for the purposes of using the App in accordance with these Terms. You shall not disclose any such non-public information to any third party without the prior written consent of Vero.

Equitable Relief

You acknowledge that any breach of your obligations under these Terms may cause irreparable harm to Vero, and that monetary damages alone may be inadequate to compensate Vero for such harm. Accordingly, you agree that Vero shall be entitled to seek injunctive relief or other equitable remedies, without the requirement to post a bond or provide other security, in the event of any actual or threatened breach of these Terms by you.

Incorporation by Reference

Any guidelines, rules, or policies that Vero may provide to you in connection with your use of the App, including but not limited to user guides, FAQs, or tutorials, are hereby incorporated by reference into these Terms and shall be binding upon you to the same extent as if set forth herein in full.

User Account and Access

To access and use the App, you may be required to create a user account ("Account") with a unique username and password. You agree to:

• Provide accurate, current, and complete information when registering for your Account.
• Maintain and promptly update your Account information to keep it accurate, current, and complete.
• Keep your username and password confidential and secure. You are responsible for all activities that occur under your Account, whether or not you authorized the activity.
• Notify Vero immediately of any unauthorized use of your Account or any other breach of security. Vero shall not be liable for any loss or damage arising from your failure to comply with this section.
• Not create more than one Account or create an Account for anyone other than yourself without their express permission.

Vero reserves the right to suspend or terminate your Account and refuse any and all current or future use of the App if it suspects that any information provided by you is inaccurate, not current, or incomplete, or if you violate any of these Terms.

Account Deletion

You may request the deletion of your Account at any time by contacting Vero at hello@veroscribe.com. Upon receipt of your request, Vero will deactivate your Account and delete any personally identifiable information associated with your Account, subject to any applicable legal or regulatory requirements.

Responsibility for Usernames and Passwords

You are solely responsible for maintaining the confidentiality of your username and password and for all activities that occur under your Account. You agree not to share your username and password with any third party and to notify Vero immediately if you suspect any unauthorized use of your Account or any other breach of security. Vero shall not be liable for any loss or damage arising from your failure to comply with this section.

Fees and Payment

To use certain features of the App, you may be required to pay fees, which may include one-time charges and/or recurring subscription fees (collectively, the "Fees"). By using the App, you agree to pay the applicable Fees in accordance with the payment terms provided by Vero.

a. Fee Changes: Vero reserves the right to change the Fees at any time at its sole discretion. If Vero changes the Fees, it will provide you with notice of the change, and the change will only apply to your use of the App after the effective date of the change. Your continued use of the App following the effective date of a Fee change constitutes your acceptance of the new Fees.

b. Payment Methods: You must provide a valid payment method, such as a credit card or PayPal account, to use the App. By providing your payment method, you authorize Vero to charge your payment method for the applicable Fees on a recurring basis until canceled. You represent and warrant that you have the legal right to use the payment method provided.

c. Billing: Fees will be billed on a one-time or recurring basis, as applicable, and are due and payable in advance. If your payment method cannot be charged for any reason, Vero may suspend or terminate your access to the App without notice.

d. Taxes: You are responsible for any applicable taxes, duties, or other governmental charges related to your use of the App, excluding taxes on Vero's net income. If Vero is required by law to collect any taxes on your behalf, such taxes will be added to the Fees and billed to your payment method.

e. Refund Policy: All Fees paid for the use of the App are non-refundable, except as required by law or as otherwise specified in these Terms. Fees paid in advance will not be refunded if the subscription is canceled before the end of the billing period.

f. Automatic Renewal: If you are enrolled in a subscription plan with a recurring fee, your subscription will automatically renew at the end of each billing cycle unless you cancel your subscription prior to the renewal date. You may cancel your subscription through the App's account management portal.

Canceled subscriptions will remain active until the end of the current billing cycle. No prorated refund will be offered unless required by law.

Entire Agreement

These Terms constitute the entire agreement between you and Vero with respect to your use of the App and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the App.

HIPAA Business Associate Agreement

THIS BUSINESS ASSOCIATE AGREEMENT ("Agreement") is made and entered into on the date of sign-up ("Effective Date") between you or your representative company ("Covered Entity") and Vero ("Business Associate").

Recitals

WHEREAS, Business Associate has developed an app ("Vero") used by healthcare providers for the collection of confidential patient data, generating chart notes and letters in the form of text, audio, or live patient conversations processed by Microsoft Azure's OpenAI service, which is HIPAA compliant;

WHEREAS, Business Associate and Covered Entity are bound by certain obligations under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), the Health Information Technology for Economic and Clinical Health Act ("HITECH Act"), and regulations promulgated thereunder by the U.S. Department of Health and Human Services (collectively, "HIPAA Standards");

WHEREAS, Covered Entity and Business Associate desire to set forth their obligations with respect to protected health information in accordance with HIPAA Standards;

Agreement

I. Definitions

Terms used but not otherwise defined in this Agreement shall have the same meanings as those terms in the HIPAA Standards.

II. Obligations of Business Associate

1. Business Associate shall use or disclose Protected Health Information ("PHI") only as permitted or required by this Agreement or as required by law.
2. Business Associate will implement appropriate safeguards as are necessary to prevent unauthorized use or disclosure of the PHI.
3. Business Associate will report to Covered Entity any use or disclosure of PHI not provided for by this Agreement of which it becomes aware.

III. Obligations of Covered Entity

Covered Entity shall notify Business Associate of any restriction to the use or disclosure of PHI that Covered Entity has agreed to in accordance with 45 CFR §164.522.

IV. Term and Termination

This Agreement shall terminate when all of the PHI provided by Covered Entity to Business Associate is destroyed or returned to the Covered Entity, or, if it is infeasible to return or destroy the PHI, protections are extended to such information, in accordance with the termination provisions in this section.

V. Indemnification

Each party (the "Indemnifying Party") shall indemnify and hold harmless the other party (the "Indemnified Party") from and against any and all claims, losses, liabilities, costs, and other expenses incurred as a result of, or arising directly or indirectly out of or in conjunction with any breach of this Agreement by the Indemnifying Party.

VI. Miscellaneous

1. Force Majeure: Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond its reasonable control.
2. Entire Agreement: This Agreement constitutes the complete agreement between Covered Entity and Business Associate and supersedes all previous agreements or representations, written or oral, with respect to the services provided hereunder.
3. Amendment: This Agreement may not be modified, nor will any provision be waived or amended, except in a writing duly signed by authorized representatives of the parties.
4. Notice: Any notice to be given under this Agreement shall be in writing and shall be sent by first-class mail or email (confirmed by first-class mail) to the address of the relevant party.
5. Governing Law: This Agreement will be governed in all respects by the laws of the United States.

Acknowledgment

By using the App and agreeing to these Terms, you acknowledge that you have read, understood, and agree to be bound by these Terms and the HIPAA Business Associate Agreement.

Date: October 8, 2024