Terms of Service
We hope you love using Expert AI. Before you do, please read these Terms of Service carefully.
These Terms of Service are between you and Expert Consultancy Corporation, or “Expert AI,” “we” or “us,” a company registered in Delaware with its registered address at 251 Little Falls Drive, Wilmington, DE 19808, regarding your access to and use of the healthcare transcription, data analysis and communication website and/or app (together, referred to herein as the “App”), https://experthealth.ai/, our related networks, applications, mobile applications and any other services provided by us (collectively, the “Service”). These Terms of Service are a legally binding contract between you and Expert AI regarding your use of the Service. As used herein, “you” or “your” means any entity, university, organization, or company accessing or using the Service (“Organization”) as well as any individual end user accessing and using the Service, as applicable and hereby agreeing to these Terms.
BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING EXPERT AI’S PRIVACY POLICY (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND EXPERT AI’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY EXPERT AI AND BY YOU TO BE BOUND BY THESE TERMS. ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 19, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND EXPERT AI ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (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. (See Section 19.). You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an Organization, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.
1. Expert AI Service Overview.
The Service enables users to record voice conversations during healthcare appointments, medical treatments and similar scenarios and transform them into transcribed notes that can be searched, edited, analyzed and shared.
Expert AI is not a healthcare provider. In providing the Service, Expert AI’s role is limited to making certain technological and related services available to healthcare professionals, their colleagues and related third parties who may independently provide services to patients. Expert AI is not responsible for such healthcare providers’ acts or omissions, or for any content of patients’ or third parties’ communications with them. Expert AI is independent of any healthcare providers or patients and does not employ or otherwise exercise any control over the services provided by healthcare providers, regardless of whether they utilize the Service. Further, Expert AI has no control over, and assumes no responsibility for, the content, availability, suitability, accuracy, quality, security, legality, reliability, privacy policies, or practices offered or statements made by a third party, whether a healthcare provider, patient or anyone else. When you use the Service, we encourage you to read the terms and conditions and privacy policy of any applicable third-party provider(s).
2. Eligibility.
You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an Organization, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.
3. Accounts and Registration.
3.1 General. To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, phone number, or other contact information. For Organizations, if you wish to designate individual users to access and use the Service under your account (such users, “Authorized Users”), you may also be required to provide us with some information about such Authorized Users. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times, and that you have all necessary rights and approvals to provide such information. When you register, you will be asked to provide a password. You are responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at contact@experthealth.ai
3.2 Authorized Users.
a. You are responsible for: (i) identifying and authenticating all of your Authorized Users (ii) approving access by your Authorized Users to the Service and designating appropriate access controls in connection with your account, (iii) controlling against unauthorized access by your Authorized Users, and (iv) all activities that occur under your Authorized Users’ usernames, passwords or accounts as a result of your Authorized Users’ access and use of the Service.
b. If you received your credentials to access and use the Service (including certain features thereof) from your Organization or otherwise are accessing the Service under your Organization’s account, you acknowledge and agree that your access to the Service as provided by your Organization is subject to the agreement between Expert AI and your Organization with respect to the Service. You also acknowledge that your Organization may terminate the access to the Service that they provide to you at any time. Expert AI will have no liability to you in connection with any such removal or termination.
c. If the domain of the email address associated with your account is owned by an Organization and was assigned to you as an employee, contractor or member of the Organization (such as yourname@youremployer.com), you acknowledge and agree that we may identify your account to the Organization, migrate your account to the Organization’s account, and/or restrict or terminate access to your account. Expert AI will have no liability to you in connection with any such disclosure, restriction, or termination.
d. When you join Organization account or when you convert an existing individual account into an Organization account, you must do the following:
Use it in compliance with your organization’s terms and policies. Please note that Organization accounts are subject to the Organization’s control. The Organization administrators may prevent you from later disassociating your account from the Organization account. They may also restrict or terminate your access to an Organization account.
Acknowledge that all the data under your account is owned by the Organization and the Organization administrators have the right to access, disclose, restrict and remove information in your account. This includes the data that predates when you joined the Organization account.
4. General Payment Terms.
Certain features of the Service may require you to pay fees. Before you pay any fees, you will have the opportunity to review and accept the fees that you will be charged. All fees are in U.S. Dollars and are non-refundable.
4.1 Price. Expert AI reserves the right to determine pricing for the Service. Expert AI will make reasonable efforts to keep pricing information published on the website up to date. We encourage you to check our website periodically for current pricing information. Expert AI may change the fees for any feature of the Service, including additional fees or charges, if Expert AI gives you advance notice of changes before they apply. Expert AI, at its sole discretion, may make promotional offers with different features and different pricing to any of Expert AI’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.
4.2 Authorization. You authorize Expert AI and its third-party payment processors to charge all sums for the orders that you make and any level of Service you select as described in these Terms or published by Expert AI, including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, Expert AI or its third-party payment processors may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. At its discretion, Expert AI may allow an organization to purchase the Service by issuing an invoice for payment that must be settled within 30 days of issuance.
4.3 Subscription Service.
a. General. The Service may include automatically recurring payments for periodic charges (“Subscription Service”). If you activate a Subscription Service, you authorize Expert AI or its third-party payment processors or Apple or Google if you subscribed directly through the mobile application to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date for the accrued sums, including all accrued sums for your Authorized Users. The “Subscription Billing Date” is the date when you purchase your first subscription to the Service. For more information on the “Subscription Fee”, please see https://experthealth.ai/pricing-plan/. Your account will be charged automatically on the Subscription Billing Date all applicable fees and taxes for the next subscription period, which may be one month or one year depending on the selection you make on your account (such period, the “Initial Subscription Period”). The term of each Subscription Service will automatically renew for a period equal to the Initial Subscription Period or one (1) year periods, whichever is less, unless otherwise identified in an applicable order form (each, a “Renewal Term”) unless a party provides the other party written notice thirty (30) days in advance of the expiry of the Subscription Service or then-current Renewal Term, as applicable, of its desire to amend the duration of the Renewal Term, modify number of users or terminate the order form. Customer is responsible and will pay Expert AI all Subscription Fees under an order form for the entire Subscription Term and any applicable Renewal Term. You must cancel your subscription before it renews in order to avoid billing of the next periodic Subscription Fee to your account. Expert AI or its third-party payment processor will bill the periodic Subscription Fee to the payment method you provide to us during registration (or to a different payment method if you change your payment information). You may cancel the Subscription Service in the settings page for your account at Expert AI if you signed up directly via our website, or through settings in the Apple App Store, or Google Play Store if you subscribed directly in the mobile application or contacting us at: contact@experthealth.ai
4.4 Delinquent Accounts. Expert AI may suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any sums are due but unpaid. Without limiting the generality of the foregoing, if you have been provided access to the Service (including certain features thereof) via your Organization and your Organization has not paid all sums due, we may suspend or terminate your access to the Service. In addition to the amount due for the Service, a delinquent account may be charged with fees or charges that are incidental to any chargeback or collection of any the unpaid amount, including collection fees.
5. Licenses
5.1 Limited License. Subject to your complete and ongoing compliance with these Terms, Expert AI grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) install and use one object code copy of any mobile application associated with the Service obtained from a legitimate marketplace on a mobile device that you own or control; and (b) access and use the Service.
5.2 License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Service; (b) make modifications to the Service; (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism; (d) access or use the Service in violation of any usage restrictions or other limitations associated with the level of Service you (or your Organization) have selected to access and purchased, if applicable. If you are prohibited under applicable law from using the Service, you may not use it.
5.3 Feedback. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Expert AI an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.
6. Ownership; Proprietary Rights.
The Service is owned and operated by Expert AI. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (“Materials”) provided by Expert AI are protected by intellectual property and other laws. All Materials included in the Service are the property of Expert AI or its third-party licensors. Except as expressly authorized by Expert AI, you may not make use of the Materials. Expert AI reserves all rights to the Materials not granted expressly in these Terms.
7. Third-Party Terms
7.1 Third-Party Services and Linked Websites. Expert AI may provide tools through the Service that enable you to export information, including User Content, to third party services, including through features that may allow you to link your account on Expert AI with an account on the third-party service, such as Twitter or Facebook, or through our implementation of third-party buttons (such as “like” or “share” buttons). By using one of these tools, you agree that Expert AI may transfer that information to the applicable third-party service. Third party services are not under Expert AI’s control, and, to the fullest extent permitted by law, Expert AI is not responsible for any third-party service’s use of your exported information. The Service may also contain links to third party websites. Linked websites are not under Expert AI’s control, and Expert AI is not responsible for their content.
8. User Content
8.1 User Content Generally. Certain features of the Service may permit users to upload content to the Service (including by syncing your account with Third Party Accounts as further described in Section 9.1), including voice recordings, audio recordings, data, text, photographs, and other types of works (“User Content”), and to otherwise publish User Content on the Service. To the extent you desire to use the Service in connection with materials or information located on your Zoom, Dropbox, or other third-party accounts (collectively, “Third-Party Accounts”), you hereby grant Expert AI permission to access the Third-Party Accounts in connection with Expert AI’s provision of the Service. As between you and Expert AI, you retain any copyright and other proprietary rights that you may hold in the User Content that you post to the Service.
8.2 Voice Recordings. The Service may provide a feature that allows you to record individual conversations and/or upload recorded conversations. The laws regarding the notice and notification requirements of such recorded conversations vary by location. You acknowledge and agree that you are solely responsible for providing any notices to, and obtaining consent from, individuals in connection with any recordings as required under applicable law.
8.3 Limited License Grant to Expert AI. Customer retains all ownership rights to the User Content processed using the service. You grant Expert AI a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify, export, process, transform, and distribute your User Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed in a manner that is under your control. Customer may delete User Content from their account where it may be stored in a separate trash folder provided with the service for a specified period unless they choose to delete it from the trash folder. Once it has been permanently deleted from the user account either by direct action by the user or on expiration of the specified retention period in the trash folder, no record of the User Content is retained and the User Content cannot be recreated by the service.
8.4 License Grant to Users. By providing User Content to or via the Service to other users of the Service, you grant those users a non-exclusive license to access, use, modify, and distribute that User Content as permitted by these Terms and the functionality of the Service.
8.5 Access to User Content and Results. Expert AI may permit you to share certain User Content or the results of processing User Content with other users of the Service, share User Content or the results of processing User Content outside of the Service, or even make certain User Content or the results of processing User Content public for all (even non-Service users) to view. You acknowledge and agree that, although Expert AI may provide certain features intended to allow you to restrict access of some User Content you create from others, except as provided under applicable law and the Privacy Policy, Expert AI does not guarantee that such User Content or any results of processing User Content will never be accessible by others. To the fullest extent permitted by law, Expert AI is not responsible for the use of any User Content or results of processing User Content by users or non-users of the Service or any third parties.
8.6 User Content Representations and Warranties. Expert AI disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Service. By providing User Content via the Service, you affirm, represent, and warrant that:
a. you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Expert AI and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Expert AI, the Service, and these Terms;
b. your User Content, and the use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Expert AI to violate any law or regulation; and
c. your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.
8.7 User Content Disclaimer. We are under no obligation to edit or control User Content that you or other users post or publish, and will not be in any way responsible or liable for User Content. Expert AI may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms or is otherwise objectionable. You understand that when using the Service you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Expert AI with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, Expert AI does not permit copyright-infringing activities on the Service.
8.8 Monitoring Content. Expert AI does not control and does not have any obligation to monitor: (a) User Content; (b) any content made available by third parties; or (c) the use of the Service by its users. Expert AI is not responsible for the use of any User Content by users or any third parties. You acknowledge and agree that Expert AI reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time Expert AI chooses to monitor the content, Expert AI still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content.
8.9 Machine Learning. Expert AI shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Service and related systems and technologies (“Usage Data”). The Service may be implemented using machine learning systems with features and implementations designed to generate statistics, calibrate data models, and improve algorithms in the course of processing User Content and Usage Data (“Machine Learning”). Nothing in these Terms prohibits Company from using such Machine Learning for testing, tuning, optimizing, validating, or otherwise enhancing the analytics, models, or algorithms underlying the Service. Nothing in these Terms gives you any rights in or to any part of the Service or the Machine Learning generated by Company or the Machine Learning generated in the course of providing the Service.
9. Communications.
9.1 Text Messaging. By providing your mobile phone number and affirmatively opting in through our website, platform, registration forms, or other consent mechanisms, you expressly consent to receive conversational SMS text messages from Expert AI, including account notifications, service updates, appointment reminders, and customer support communications. Message frequency may vary. Message and data rates may apply based on your mobile carrier plan. Reply STOP to opt out; reply HELP for support, or contact us at contact@experthealth.ai. You represent that you are the authorized user of the mobile number provided. Mobile carriers are not responsible for delayed or undelivered messages. Expert Consultancy does not sell, rent, or share mobile phone numbers with third parties for their marketing or promotional purposes, and all mobile information is handled in accordance with our Privacy Policy.
9.2 Push Notifications. When you install our app on your mobile device, you agree to receive push notifications, which are messages an app sends you on your mobile device when the app is not on. You can turn off notifications by visiting your mobile device’s “settings” page.
9.3 Email. We may send you emails in the course of delivering the service to notify when User Content has been processed, shared with you or for other operational purposes. We may also send emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.
10. Prohibited Conduct.
BY USING THE SERVICE, YOU AGREE NOT TO:
a. use the Service for any illegal purpose or in violation of any local, state, national, or international law;
b. use the Service or any portion thereof for the direct or indirect benefit of any third parties;
c. use the Service in connection with any direct or indirect commercial purposes, including in connection with any paid transcription workflow or as a value-added component of a commercial product or service;
d. harass, threaten, demean, embarrass, or otherwise harm any other user of the Service;
e. violate, or encourage others to violate, any right of a third party (including by act or omission), including by infringing or misappropriating any third party intellectual property or proprietary right;
f. interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
g. interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
h. perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission, or falsifying your age or date of birth;
i. sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 6) or any right or ability to view, access, or use any Materials; or
j. attempt to do any of the acts described in this Section 11 or assist or permit any person in engaging in any of the acts described in this Section 11.
11. Digital Millennium Copyright Act
11.1 DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Service, you may contact our Designated Agent at the following address:
Expert Consultancy Corporation
Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information:
a. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
b. a description of the copyrighted work or other intellectual property that you claim has been infringed;
c. a description of the material that you claim is infringing and where it is located on the Service;
d. your address, telephone number, and email address;
e. a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright owner, its agent, or the law; and
f. a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
11.2 Repeat Infringers. Expert AI will promptly terminate the accounts of users that are determined by Expert AI to be repeat infringers.
12. Modification of these Terms.
We reserve the right 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 modifies your rights or obligations, we may require that you accept the modified Terms in order to continue to use the Service. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 13, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. 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.
13. Term, Termination and Modification of the Service
13.1 Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in Section 14.2.
13.2 Termination. If you violate any provision of these Terms, your authorization to access the Service and these Terms automatically terminate. In addition, Expert AI may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice. You may terminate your account and these Terms at any time by contacting customer service at contact@experthealth.ai
13.3 Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay Expert AI any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections will survive.
13.4 Modification of the Service. Expert AI reserves the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Expert AI will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service.
14. Indemnity.
To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Expert AI and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Expert AI Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (d) the nature of content of Data processed by the Service; or (e) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
15. Disclaimers; No Warranties
You acknowledge that we have no control over, and no duty to take any action regarding: (a) which users gain access to the Service, (b) what Content you access, (c) what effect the Content may have on you, (d) how you may interpret or use the Content, or (e) what actions you may take as a result of having been exposed to the Content. You release us from all liability for your use or inability to use any Content.
THE SERVICE AND ALL MATERIALS AND CONTENT AND TRANSCRIPTIONS AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. EXPERT AI DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AND TRANSCRIPTIONS AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. EXPERT AI DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE (OR YOUR ACCESS THERETO), OR ANY DATA, MATERIALS OR CONTENT OFFERED THROUGH OR PROCESSED BY THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND EXPERT AI DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. EXPERT AI IS NOT RESPONSIBLE FOR THE FAILURE TO STORE OR MAINTAIN ANY USER DATA, CONTENT OR TRANSCRIPTIONS, USER COMMUNCIATIONS, ACCOUNT INFORMATION, OR PERSONAL SETTINGS. EXPERT AI MAKES NO WARRANTY ABOUT THE COMPLETENESS OR ACCURACY OF THE TRANSCRIPTION.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR EXPERT AI ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE EXPERT AI ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF, USE OR DISCLOSURE OF DATA, INCLUDING USER CONTENT.
THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Expert AI does not disclaim any warranty or other right that Expert AI is prohibited from disclaiming under applicable law.
16. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE EXPERT AI ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY EXPERT AI ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
EXCEPT AS PROVIDED IN SECTION 19.5 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE EXPERT AI ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO EXPERT AI FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (B) $100.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 17 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
YOU SHALL AND HEREBY WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542 OR ANY SIMILAR LAW OF ANY JURISDICTION, WHICH SAYS IN SUBSTANCE THAT “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
17. Privacy and Information Security
17.1 Privacy Policy. You acknowledge and agree that except as described in these Terms, any User Content, data, recordings, and information you enter into or upload to the Service or that we collect in connection with the Service (“Data”) will be processed as described in the Expert AI Privacy Policy. Please read the Privacy Policy carefully.
17.2 Data. As between you and Expert AI, data that you enter into or upload to the Service is and will remain owned by you. You hereby grant Expert AI the right to collect, process, transmit, store, use, and disclose data to provide the Service and as otherwise set forth in these Terms and the Expert AI Privacy Policy. When you join under an Organization account, your data is owned by the Organization, as specified in section 3.2 above.
17.3 Use of Aggregated Data. You acknowledge and agree that Expert AI may collect, create, process, transmit, store, use, and disclose aggregated and/or deidentified data derived from Data or use of the Services (“Aggregated Data”) for its business purposes, including for machine learning and training, industry analysis, benchmarking, and analytics. All Aggregated Data will be in an aggregated and/or deidentified form only and will not identify you. Nothing in these Terms gives you any rights in or to any part of the Service or Aggregated Data.
17.4 Compliance. You are solely responsible (a) for Data as entered into, supplied, accessed, or used by you and (b) for complying with any privacy and data protection laws and regulations applicable to Data or your use of the Service, including without limitation the Health Insurance Portability and Accountability Act, as amended by the Health Information Technology for Economic and Clinical Health Act (collectively, “HIPAA”), including obtaining all rights and permissions required in order to provide the data and voice recordings under these Terms and maintaining all PHI records and complying with all requests of subjects of PHI (as defined under HIPAA) in accordance therewith. You represent and warrant that you have obtained and will maintain all rights, consents, and authorizations required to grant Expert AI the rights and licenses set forth in Section 18 and to enable Expert AI to exercise its rights under the same without violation or infringement of the rights of any third party.
17.5 Information Security. Expert AI will employ commercially reasonable security measures that are designed to protect Data in its possession or control against unlawful or unauthorized access, use, alteration, or disclosure.
18. Dispute Resolution and Arbitration
18.1 Generally. In the interest of resolving disputes between you and Expert AI in the most expedient and cost effective manner, and except as described in Section 19.2 and 19.3, you and Expert AI agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. 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 these Terms, 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 these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND EXPERT AI ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
18.2 Exceptions. Despite the provisions of Section 19.1, 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 in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
18.3 Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 19 within 30 days after the date that you agree to these Terms by sending a letter to: Expert Consultancy Corporation, 251 Little Falls Drive, Wilmington, DE, 19808, Attention: Legal Department – Arbitration Opt-Out that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Expert AI receives your Opt-Out Notice, this Section 19 will be void and any action arising out of these Terms will be resolved as set forth in Section 20.2. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
18.4 Arbitrator. Any arbitration between you and Expert AI will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. 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 Expert AI. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
18.5 Notice of Arbitration; 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 that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Expert AI’s address for Notice is: Expert Consultancy Corporation. The Notice of Arbitration 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 of Arbitration is received, you or Expert AI may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Expert AI must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by Expert AI in settlement of the dispute prior to the award, Expert AI will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) $10,000.
18.6 Fees. If you commence arbitration in accordance with these Terms, Expert AI 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 Michigan, 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 Expert AI 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.
18.7 No Class Actions. YOU AND EXPERT AI 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 Expert AI 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.
18.8 Modifications to this Arbitration Provision. If Expert AI makes any future change to this arbitration provision, other than a change to Expert AI’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Expert AI’s address for Notice of Arbitration, in which case your account with Expert AI will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
18.9 Enforceability. If Section 19.7 or the entirety of this Section 19 is found to be unenforceable, or if Expert AI receives an Opt-Out Notice from you, then the entirety of this Section 19 will be null and void and, in that case, exclusive jurisdiction and venue described in Section 20.2 will govern any action arising out of or related to these Terms.
19. Miscellaneous
19.1 General Terms. These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Expert AI regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to”. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
19.2 Governing Law. These Terms are governed by the laws of the State of Delaware without regard to conflict of law principles. You and Expert AI submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Michigan for resolution of any lawsuit or court proceeding permitted under these Terms.
19.3 Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
19.4 Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
19.5 Contact Information. The Service is offered by Expert AI Expert Consultancy Corporation. You may contact us by emailing us at contact@experthealth.ai
19.6 Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
19.7 No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.