IMPORTANT: CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT (“EULA”). THIS EULA IS A LEGALLY BINDING CONTRACT BETWEEN YOU AND JIRO HEALTH INC., A DELAWARE CORPORATION (“JIRO”) PERTAINING TO YOUR ACCESS AND USE OF JIRO’S CURRENT AND FUTURE PROPRIETARY SOFTWARE PLATFORM (THE “JIRO PLATFORM”), MADE AVAILABLE BY JIRO VIA (I) ITS MOBILE APPLICATIONS, SOFTWARE APPLICATIONS, AND SOFTWARE-AS-A-SERVICE, RELATED DOCUMENTATION, AND PROGRAMMING AND USER INTERFACES (THE “SOFTWARE”), INCLUDING ANY ASSOCIATED MEDIA, MANUALS, PRINTED MATERIALS AND “ONLINE” OR OTHER ELECTRONIC OR WRITTEN DOCUMENTATION, CONTENT, AND MATERIALS (THE “DOCUMENTATION”), (II) ITS OFFICIAL WEBSITE, HTTPS://JIROHEALTH.COM AND (III) AUTHORIZED DISTRIBUTORS (INCLUDING APPLE APP STORE AND GOOGLE PLAY). FOR PURPOSES OF THIS EULA, THE “SERVICE(S)” MEANS, COLLECTIVELY, THE PROVISION OF THE JIRO PLATFORM, AND THE SPECIFIC FEATURES AND FUNCTIONALITIES AVAILABLE IN THE JIRO PLATFORM TO WHICH YOU ARE BEING GRANTED ACCESS PURSUANT TO THIS EULA AND ANY APPLICABLE ORDER. THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AS DETAILED IN SECTION 19 BELOW. IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF AN ENTITY OR OTHER ORGANIZATION, INCLUDING AS THE HOLDER OR ADMINISTRATOR OF A MASTER ACCOUNT, YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO BIND THAT ENTITY OR ORGANIZATION, AND “YOU” INCLUDES THAT ENTITY OR ORGANIZATION.
ELECTRONIC SIGNATURE CONSENT TO THIS EULA WITH JIRO: The Software and Documentation and other materials provided by Jiro are made available to you from the Jiro Platform (or its authorized distributor’s app stores and other links to Jiro’s servers and website) on the express condition that you accept, without modification, and abide by each term and condition of this EULA. Your ability to download, install, access and use the Software and Documentation is conditioned upon your continued compliance with each term and condition of this EULA. Jiro reserves the right to change the terms of this EULA any time by reasonable notice, including without limitation by posting revised terms on the Jiro Platform (which shall constitute reasonable notice), and such amended terms shall be binding upon you upon posting. By accessing the Software and Documentation from the Jiro Platform (or its authorized distributor’s app stores and other links to Jiro’s servers and website) and, where prompted, clicking “I agree” or “Click to Consent”, you agree to conduct each transaction by electronic means and Jiro and you hereby state that electronic signatures shall have the same force and effect as original signatures with respect to this EULA and all written agreements entered into between you and Jiro. YOU WILL NOT BE PERMITTED TO ACCESS AND USE THE SERVICES WITHOUT FIRST READING AND ACCEPTING THE TERMS AND CONDITIONS OF THIS EULA.
4914-2610-9804v.23
General Terms.
Disclaimer. Jiro does not provide medical or diagnostic care or advice, or medical practice management services. Jiro provides analytics software to help healthcare providers and other practitioner users within a healthcare practice (collectively, “Practices”) gain insights into their practice, and enterprise healthcare business users (“Enterprise Users”) gain insights into their businesses. Jiro may also operate a platform wherein independent individual users can access general healthcare analytics and insights. Your use of the Jiro Platform or any Services do not create a professional relationship and do not create any privacy interests other than those described in the Privacy Policy. You should always seek the advice of a qualified medical professional with any questions you may have regarding your individual needs or any medical condition. Never disregard medical or professional advice (or delay in seeking it) because of any information you have obtained through the Jiro Platform. The content of these analytics and insights are for general informational purposes, data processing, and analysis only and do not constitute professional medical advice, diagnosis, treatment, or recommendations, nor is it intended as a substitute for the professional judgment or decision-making responsibility of any Practice, including when diagnosing or treating any medical condition or patient. Jiro does not warrant the accuracy, completeness, or usefulness of any information you obtain from or on the Services, nor shall Jiro be liable for such information. Jiro does not recommend, endorse, or provide any advice regarding specific healthcare providers, treatments, products, procedures, or other information that may otherwise be referenced via the Services. Jiro does not recommend or endorse any content or any specific tests, physicians, products, procedures, opinions or other information that may be included on the Jiro Platform. You acknowledge that your reliance on any information delivered by the Services is solely at your own risk, and you assume full responsibility for all associated risks.
Account. Your access to the Jiro Platform will require you to establish and activate a user account (an “Account”) by completing the online forms and steps required by Jiro, including reading and agreeing to abide by the terms of this EULA, the Privacy Policy and such additional terms as may be set forth on the Account setup page(s). Jiro reserves the right to decline to activate an Account for any end user for any reason. If you are a Practice, an Enterprise User, or any other entity establishing an Account (an “Entity User”), your Account setup may be subject to further details contained in an Order, including the right to invite, provision, manage, pay for, control, or administer one or more end users who will be associated with such Account (each, an “Authorized User”). If your Account is activated, you will be permitted to log in, view, load, and use the features of the Jiro Platform, the Software and the Services for which you have been authorized. If you are an Authorized User, then your Account will be associated with, and the features and functionality of the Jiro Platform to which you have access may also be determined by, the associated Entity User; provided that, your Authorized User classification (and the applicable features and functionality of the Jiro Platform provided thereby) may be terminated at any time at such Entity User’s discretion, whether upon termination of employment or otherwise, and in such case you will no longer be deemed an Authorized User. Any Account may be converted from an Authorized User into an individual Account, or vice versa, subject to Jiro’s approval and the processes provided in the Jiro Platform.
Responsibility for use of the Services. You are responsible and liable for all uses of the Services through your Account, directly or indirectly. Specifically, and without limiting the generality of the foregoing, you are liable for actions and failures to take required actions with respect to the Services by you or by any other person or entity to whom you may provide access to or use of the Services through your Account, whether such access or use is permitted by or in violation of this EULA. If you are a healthcare provider, you acknowledge and agree that you shall not use the Services as a substitute for your standard practice or professional judgment and that any decision with regard to the appropriateness of treatment, or the validity or reliability of information, shall be based on your clinical knowledge, expertise, and direct evaluation of the patient, and is solely your responsibility.
Emergency Situations. Dial 911 in the case of an emergency. Jiro is not a health care provider and cannot provide assistance in the case of an emergency.
Service-Specific Terms. This EULA contains general terms that apply to all of Jiro’s Services, as well as certain terms that apply only to a particular service (“Service-Specific Terms”). Jiro also may present to you, or post through the Services, additional Service-Specific Terms that apply to particular features of the Services. To the extent that this EULA conflicts with the Service-Specific Terms, the Service-Specific Terms will control with respect to the applicable service.
Protected Health Information. Your use of the Services may involve the creation, receipt, storage, maintenance, or transmission of Protected Health Information (“PHI”), as defined under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). If you are, or act on behalf of, a Covered Entity or Business Associate under HIPAA, you agree that you will use the Services only in compliance with HIPAA and other applicable law and will not use the Services in any manner that would cause Jiro to violate HIPAA or any other applicable law. Where applicable, Jiro may enter into a business associate agreement or similar agreement (each, a “BA Agreement”) governing the parties’ respective rights and obligations with respect to PHI. You expressly acknowledge and agree that you will not submit PHI via the Services unless the functionality you are using is specifically intended for PHI and a BA Agreement has been executed. Any BA Agreement between the relevant Covered Entity or Business Associate and Jiro is hereby incorporated by reference and controls and supersedes this EULA to the extent of any direct conflict. This EULA is intended to supplement, and not replace, any such BA Agreement. The permitted uses and disclosures of PHI, including any retrieval, aggregation, de-identification, or retention of PHI, are governed exclusively by the applicable BA Agreement. Any use of such information for broader benchmarking, AI Product training, or general service improvement will be limited to information de-identified in accordance with HIPAA unless otherwise expressly permitted by applicable law and the applicable BA Agreement. You acknowledge that your responsibilities regarding PHI in connection with the Services include, without limitation: (i) implementing and maintaining appropriate administrative, physical, and technical safeguards to protect the confidentiality, integrity, and availability of PHI accessed through the Services or any third-party modules made available through the Services, and to prevent unauthorized access to or use of such PHI, (ii) accessing, using, and disclosing only the minimum necessary PHI when using the Services, and (iii) obtaining all necessary rights, consents, permissions, or authorizations before submitting, uploading, retrieving, or using PHI (or directing Jiro to do any of the foregoing) in connection with the Services. You will notify Jiro before, and as a condition to, submitting or retrieving (or directing Jiro to retrieve) any records subject to 42 C.F.R. Part 2, and will obtain all consents or other permissions required for Jiro and its subcontractors to receive, use, maintain, and disclose such records in connection with the Services. Jiro shall have no liability arising from your failure to comply with this EULA, a BA Agreement, HIPAA, or applicable law. You further acknowledge that you determine whether and how AI Products and other information obtained from the Services are used in connection with PHI, and you are solely responsible for assessing the appropriateness of such use, including the accuracy, completeness, and suitability of any Output for clinical, operational, or compliance purposes.
Privacy and Security. Jiro takes steps to protect your privacy when you use the Services. Contemporaneously, Jiro maintains appropriate administrative and technical controls to safeguard the security of your information as required by applicable federal and state laws. If you are an Authorized User, you acknowledge that Jiro may share with the associated Entity User and its administrators, or they may directly access, use, disclose, export, restrict, delete, retain, or otherwise control, data and usage information associated with your Account, including Client Data and Usage Data, subject to the configuration of the Entity User’s account and applicable law. To learn about Jiro’s information collection, use, and privacy and security practices associated with the Services, please review our Privacy Policy applicable to all end users of the Jiro Platform. The Privacy Policy is incorporated into and made part of this EULA.
Likewise, you agree to keep your Account authentication credentials secure and to not share them with any third party. If you become aware of any security incident that arises because your Account authentication credentials were used without your authorization or otherwise because of your failure to establish or maintain the appropriate safeguards to protect the personal information and PHI that you process during the course of your accessing the Services, then you must notify Jiro immediately and (financially and otherwise) assist Jiro to respond to and contain the security incident, as well as pay for the costs of notifications to applicable regulators and impacted individuals.
Throughout the term of this EULA, you agree to comply with relevant international, federal and state data security and privacy laws and regulations (including but not limited to those laws that will become effective after the effective date and during the term of this EULA) and, when presented with same for review and approval (which approval shall not be unreasonably withheld) the data security and privacy terms for third-party applications that may be integrated into the Services pursuant to Section 8.
Electronic Communications and SMS. By using the Services and providing your contact information, you consent to receive communications from Jiro by electronic means, including email and, where you have separately opted in, the SMS Program (as defined below).
NON-EXCLUSIVE LICENSE.
Use. Subject to all terms and conditions of this EULA, Jiro grants to you a personal, non-transferable, non-sublicensable, non-exclusive, license to access and use the Services in a manner not inconsistent with the Documentation solely for your and, if applicable, your associated Entity User’s, internal business purposes as set forth in this EULA and in accordance with all applicable laws. The Services intended for use as physician and/or medical practice management shall only be used by physician end users and/or Practices, as applicable.
Reserved Rights. No additional or different rights are granted to you, either expressly or by implication. Jiro retains all rights not expressly granted to you, and nothing in this EULA constitutes a waiver of Jiro’s rights under copyright laws or any other federal or state law or treaty.
COPYRIGHT/TRADEMARKS. All right, title and interest in and to the Services and all associated copyrights and intellectual property rights are and remain owned solely and exclusively by Jiro and its licensors. The Services are protected by the United States copyright and intellectual property laws, regulations, ordinances and international treaties. You agree to use best efforts and take all reasonable steps to protect the Services and your Account from unauthorized use, disclosure or distribution. This EULA and any license granted hereunder shall not constitute a sale of the Services and you shall not receive title to the Services, or any of the media or any copies of the Services delivered to or made by you, or any intellectual property rights therein.
OTHER RESTRICTIONS.
This license does not include any resale or commercial use of the Services or any contents thereof, any collection and use of any product listings, descriptions, or prices; any derivative use of the Services or their contents, any downloading or copying of Account information for the benefit of another person or business, or any use of automated data mining tools such as “spiders,” “robots,” or similar data gathering and extraction tools. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Jiro and its affiliates without Jiro’s express written consent. You may not alter, modify, translate, port or create derivative works of the Services. You are expressly prohibited from selling, renting, leasing, outsourcing, setting up a B2B or B2C hub or using in a service bureau environment, or otherwise commercially exploiting the Services in any way. You will not remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Services. You are not authorized to use the Software for comparison with, or benchmarking against, similar software. Notwithstanding anything to the contrary in this Agreement, in no event shall you be entitled to access, use, have disclosed or otherwise obtain any copies of the source code for the Software, and Jiro has not, and will not, be obligated to disclose or provide in escrow, outright or otherwise, any such source code to you or any third party.
Any modifications, improvements, enhancements, alterations, customizations or derivative works based on the Services, whether authorized or not, made by you or a third party shall be the sole and exclusive property of Jiro and you hereby assign all of your right, title and interest therein to Jiro. You hereby grant Jiro and/or its agent the right to audit your access and use of the Services pursuant to this EULA and all books and financial records related to such use. If so requested by Jiro, you will conduct a self-audit of your use of the Services, provide such audit results to Jiro, and certify in writing to Jiro your compliance with this EULA. You further authorize Jiro to remotely access the device on which the Software is installed and collect Usage Data to facilitate compliance and to perform services related to the Software.
You acknowledge that the Software is not designed or licensed for use in hazardous environments, navigation or control of aircraft, vessels or vehicles, or in any other high risk or in life-critical or mission critical application or solution (i.e. one whose functioning, failure, malfunctioning or inability to function as intended poses a risk of death, bodily injury or substantial property damage) and you agree not to use or permit use of the Software in any such environment, application or solution.
You may not combine or distribute the Software or any derivative work thereof with Open Source Software (as defined below) or with software developed using Open Source Software (e.g., tools) in a manner that subjects Jiro or its licensors or any portion of the Software provided by Jiro or its licensors hereunder or any derivative work thereof to any license obligations of such Open Source Software. “Open Source Software” means any software licensed under terms requiring that other software combined or distributed with it: (i) be disclosed or distributed in source code form; or (ii) be licensed on terms inconsistent with the terms of this EULA.
TRADE SECRETS/LIMITED ACCESS. The Services embody proprietary technology and valuable trade secrets and confidential information of Jiro, which are vital to the business of Jiro and whose value depends upon them not being generally known. You agree to hold the Services in strict confidence and take all necessary steps to ensure that access to the Services stored in your device is not provided to any person or entity other than you. If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your Account is personal to you and agree not to provide any other person with access to the Services or portions of it using your Account. You agree to notify Jiro immediately of any unauthorized access to or use of your Account or any other breach of security. You also agree to ensure that you exit from your Account at the end of each session. Jiro has the right to disable any Account, or its username, password, or other identifier, whether chosen by you or provided by Jiro, at any time in Jiro’s sole discretion for any or no reason, including if, in Jiro’s opinion, you or your associated Entity User, if applicable, have violated any provision of this EULA.
NO REVERSE ENGINEERING. You may not disassemble, decompile, reverse engineer or otherwise attempt to derive source code for the Software or any portion of the Software, or request or authorize any other person or entity to do so for any reasons whatsoever. In countries where a right to reverse engineer is provided by law unless information is available about the Software in order to achieve interoperability, functional compatibility or other objectives, you agree to submit a detailed written proposal to Jiro concerning your need for such information before engaging in reverse engineering (or requesting or purporting to authorize any other person or entity to do so) and Jiro may, in its sole discretion, propose to you terms and conditions under which it is willing to make such information available.
NO TRANSMISSION. You agree not to electronically, optically or otherwise transmit, broadcast, transfer, or disseminate any portion of Services over any public or private computer network (either local, wide area or otherwise), telephone network or other mode or channel of communication except (a) where intrinsic to the normal operation of the Software, or (b) where provided in the Documentation, or (c) as otherwise expressly authorized by Jiro in writing.
THIRD-PARTY COMPONENTS. You acknowledge that (i) the Jiro Platform may contain (or permit access and use of) application programming interfaces (APIs), content, data, products, services, other software or components that are either owned by a third party or in the public domain (“Third-Party Components”) or may require your use of Third-Party Components in order for the Jiro Platform (or any Service, feature or functionality thereof) to be accessed, used and/or operated, and (ii) Jiro has no proprietary interest in such Third-Party Components, and as such, cannot grant you a license to use such Third-Party Components. A listing of such Third-Party Components, and all necessary consents, legal terms, end user license agreements and/or sublicenses from such third party in connection thereto (“Third-Party Terms”), is made available to you in the “Legal Notices” section within the Jiro Platform, or otherwise upon your written request to Jiro. Your use of any Third-Party Components shall remain subject to the applicable Third-Party Terms at all times. By accessing and using such Third-Party Components, you acknowledge and agree to fully comply with the applicable Third-Party Terms, as if set forth in full herein. JIRO AND ITS LICENSORS MAKE NO WARRANTIES OR REPRESENTATION AS TO SUCH THIRD-PARTY COMPONENTS (INCLUDING QUIET ENJOYMENT AND INFRINGEMENT) AND FURTHER DISCLAIM ANY AND ALL LIABILITY FOR ANY LOSSES OR DAMAGES THAT MAY RESULT FROM YOUR USE OR DISTRIBUTION THEREOF (INCLUDING INFRINGEMENT INDEMNIFICATION). JIRO IS NOT OBLIGATED TO PROVIDE SUPPORT SERVICES FOR ANY SUCH THIRD-PARTY COMPONENTS UNLESS EXPRESSLY AGREED TO IN WRITING BY JIRO UNDER A SEPARATE AGREEMENT. YOU FURTHER AGREE TO INDEMNIFY, HOLD HARMLESS AND DEFEND JIRO, ITS LICENSORS, PARENT ORGANIZATIONS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS AND AGENTS FROM AND AGAINST ANY CLAIMS OR LAWSUITS, INCLUDING ATTORNEYS’ FEES, THAT ARISE OR RESULT FROM THE USE OR DISTRIBUTION OF SUCH THIRD-PARTY COMPONENTS.
DATA PROCESSING. In the course of using the Services, you may provide or submit data, information or material to the Software and/or the Jiro Platform (“User Data”). Jiro does not own any User Data, and you are responsible for data migration and backing up all such User Data.
Subject to the terms in this EULA, the Privacy Policy, and all applicable laws: (I) you shall be solely and exclusively responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use all User Data; (II) Jiro shall provide you with a means to access and download any User Data stored on the Jiro Platform while your Account is active and in good standing; (III) Jiro shall not be responsible or liable for storage of User Data or for your failure to download any stored User Data; (IV) Jiro reserves the right to suspend or terminate your Account, and as a result, your access to any stored User Data, without notice in accordance with its termination rights in this EULA; (IV) Jiro shall have no obligation to maintain or forward any stored User Data following termination of your Account; and (V) UNLESS THE PARTIES HAVE EXECUTED A SEPARATE NON-DISCLOSURE AGREEMENT REGARDING SAME, JIRO WILL NOT TREAT AS CONFIDENTIAL ANY NON-PUBLIC PROPRIETARY INFORMATION DISCLOSED BY YOU DURING THE PERFORMANCE OF THE SERVICES AND YOU DISCLOSE SUCH INFORMATION AT YOUR OWN RISK.
You hereby grant to Jiro a non-exclusive, royalty-free and fully paid, sublicensable (through multiple tiers, including to affiliates, subcontractors, and successors), transferable, worldwide license to access, collect, reproduce, distribute, create derivative works of, publicly display, publicly perform, and otherwise use the User Data for any purpose related to: (i) providing, maintaining, supporting, and securing the Services; (ii) developing, improving, and enhancing Jiro’s products, services, technologies, and offerings; (iii) operating Jiro’s business; (iv) exercising Jiro’s rights under this EULA; (v) generating analytics, benchmarks, insights, reports, recommendations, or other outputs; (vi) processing Customer Data to remove or obscure identifying information, such that it does not reasonably identify a particular individual or entity, including data that has been aggregated and/or anonymized (“Deidentified User Data”); and (vii) combining User Data with data from other sources to create aggregated datasets. The licenses granted in clauses (ii), (iii), (v), (vi), and (vii) shall be perpetual and irrevocable and shall survive any termination or expiration of this EULA.
As between you and Jiro, you retain ownership of User Data in the form originally provided to Jiro, and Jiro owns all right, title, and interest in and to all analyses, models, model weights, and Deidentified User Data generated by or through the Services, free of any claims. Deidentified User Data shall not constitute User Data, and you agree that Jiro may make Deidentified User Data available to third parties and use Deidentified User Data for any and all lawful purposes during and after the term of this EULA. To the extent you have any intellectual property rights in or to the Deidentified User Data, you hereby grant to Jiro a non-exclusive, irrevocable, perpetual, sublicensable (through multiple tiers), assignable, worldwide, royalty-free and fully paid license to reproduce, distribute, modify, and otherwise use and display the Deidentified User Data for any and all purposes. Further, Jiro may collect, store, and use data related to or derived from the operation of the Services or your use of the Services, including metadata, technical logs, object definitions, usage patterns, feature interaction data, and performance information (“Usage Data”). Usage Data does not include or constitute User Data, and as between you and Jiro, Jiro owns all right, title, and interest in all Usage Data.
For the sake of clarity, and notwithstanding the generality of the foregoing license, (i) with respect to any User Data which constitutes Personal Information, Jiro will process User Data in accordance with the Privacy Policy, (ii) with respect to any User Data which constitutes PHI, Jiro will process User Data in accordance with the BA Agreement, and (iii) User Data will not be deemed to include Prompts, as defined, and subject to the relevant terms, below.
ARTIFICIAL INTELLIGENCE.
Use of the Jiro Platform, or certain portions thereof, may involve aspects of artificial intelligence and machine learning (the “AI Products”). The AI Products may allow you to submit text, information, voice, live transcription content, files (e.g. Excel, Word, PDF, audio files) and/or image inputs (collectively, “Prompts”) and converse with an online computer-powered chatbot. You understand and agree that Jiro does not claim ownership of Prompts, or any other content you provide, post, input, or submit to, or receive from, AI Products (including feedback and suggestions). You will need to make your own determination regarding the intellectual property rights you may have in output content and its commercial usability.
To the maximum extent permitted by law, Jiro shall have no liability to you with respect to the Prompts and/or any answer, suggestion, recommendation, communication, action, result or any other output created or action taken by the AI Products (collectively, “Output”), including, without limitation, liability with respect to: (i) any information (including confidential information or PHI) contained in or apparent from any Prompt and/or the Output or your reliance thereon; (ii) any claims, copyright infringement or infringement by a third party in relation to or in connection with Prompts and/or Output; and/or (iii) any action taken by the AI Products. You warrant, represent and covenant that: (A) you own or have a valid and enforceable license or appropriate basis and all the necessary rights to use, submit or transmit all the Prompts and use the AI Products; (B) you have obtained valid consents from any natural person (“Data Subject”) to the extent you use their personal information within any Prompt, and will use such personal information for no purpose other than that consented to by such Data Subject if, as, and when required by law; (C) no Prompt or resulting Output infringes, misappropriates or violates or will infringe, misappropriate or violate, the rights (including, without limitation, any copyrights or other intellectual property rights) of any person or entity or any applicable law, rule or regulation of any government authority of competent jurisdiction; and (D) you shall not disseminate or distribute the Prompts or Output in breach of any applicable law or third party’s intellectual property rights or other rights.
In addition to the general use restrictions set out in this EULA, you shall not, directly or indirectly: (i) access or use the AI Products or Output to develop, train, or improve any other AI Product; (ii) use web scraping, web harvesting, web data extraction, or any other method to extract data from the AI Product or any Output; or (iii) reproduce training data, engage in model extraction, or otherwise attempt to derive or gain access to any source code, algorithm, model, model weights and parameters, or other underlying artificial intelligence technology or component of the AI Product, in whole or in part. For the avoidance of doubt, you shall not submit, upload, input, or otherwise provide any PHI to the AI Products unless and until a valid BA Agreement has been executed between you and Jiro that expressly governs such use and disclosure of PHI. Jiro does not permit the use of the AI Products to process PHI outside the scope of an applicable BA Agreement. Further, to the extent any personal information is submitted, uploaded, input, or otherwise referenced in or by AI Products, such personal information is subject to Jiro’s Privacy Policy.
Notwithstanding anything to the contrary, you hereby grant Jiro and its affiliates a worldwide, non-exclusive, royalty-free, paid-up, irrevocable right and license to copy, process, display, transmit, publish, distribute, create derivative works of, modify, adapt, and otherwise use Prompts and Output (in any media, now known or hereafter developed): (A) during the term of this EULA, for the purpose of providing the Services under this EULA (such as providing, administering, and maintaining the AI Products); and (B) on a perpetual basis for the purpose of generally improving the Services, modifying and enhancing the AI Products and Jiro’s products and services (such as developing new features and functionalities) provided that the Prompts are, and Outputs have been, anonymized, pseudonymized, or de-identified (in accordance with HIPAA and the BA Agreement, as applicable). Jiro will not use PHI for AI Product training or general service improvement.
Your use of the AI Products are at your own risk. You acknowledge and agree that artificial intelligence and machine learning are rapidly evolving fields, and that use of the AI Products may in some situations result in incorrect, incomplete, or misleading Output and that the Output may derive from a variety of sources (including, third-party AI tools and providers). Output may constitute or contain PHI or other regulated data depending on the Prompts submitted. You are solely responsible for ensuring that any use, disclosure, storage, or reliance on Output complies with HIPAA and applicable law. You are solely responsible and liable for evaluating and verifying (including without limitation by human review) the Output as being suitable and appropriate for use, and in no case should Output be used as a substitute for professional medical judgment. Jiro recommends you carefully test, review, and vet the Output before use or implementation.
TERMINATION.
You may terminate your license to the Software at any time by providing written notice to Jiro; provided that the effective date of any such termination shall be extended for so long as any Order remains outstanding pursuant to its terms. This EULA and all Orders also will terminate automatically without notice if you or your associated Entity User, if applicable, fail to comply with any term or condition of this EULA or cease to be authorized by Jiro to use the Services for any or no reason. Jiro reserves the right to terminate this EULA and any or all Orders if any separate agreement governing your access and/or use of the Services is terminated for any reason. If either party goes into receivership, bankruptcy, or insolvency, or makes an assignment for the benefit of creditors, or ceases business operations, this EULA and all Orders shall be immediately terminable by the other party by written notice, but without prejudice to any rights of the terminating party hereunder, such termination to be effective as of one (1) day prior to such event.
Immediately upon any termination of this EULA for any reason, the licenses granted under Section 2 above and in any Order terminate, and all rights thereunder revert in their entirety to Jiro, its successors and assigns. You agree upon termination to immediately return or destroy all copies of the Software and the Documentation in your possession or control or to instruct any third party hosting service (including Apple or Google) to do so in their systems.
Service-Specific Terms. The following Services are governed by the specific terms described below:
Subscription Services. Jiro may provide end users with access to and use of certain software applications or features and other professional services in exchange for payment of a fee (each, a “Subscription Service”). If you are an Authorized User, Subscription Services may be activated in your Account by your associated Entity User, and your access to and use of such Subscription Services will be subject to such Entity User’s subscription in all respects. Otherwise, Subscription Services will in each case be specified in a written format within the Jiro Platform, including without limitation, click-thru or click-to-consent activations (each, an “Order”). Each Order is incorporated into this EULA by reference and will include a description of the software application, feature, or services to be provided by Jiro and the fees payable to Jiro therefor. With respect to Subscription Services that you activate on behalf of your own Account:
Term. The term of any Subscription Services commences on the date specified in the applicable Order and continues for the subscription term specified therein, unless otherwise terminated pursuant to its terms or this EULA.
Fees. You will pay to Jiro, or Jiro’s authorized designee or agent, the fees set out in each Order. All fees and any applicable taxes are due and payable in the currency and on the timeline specified in the Order, or if none, in US dollars within thirty (30) days from the date of any invoice Jiro may submit in accordance with the Order. The fees set out in an Order are your payment for the purchase of a Subscription Service for the specified term. Except as otherwise specified herein or in an Order, (a) fees are based on Subscription Services purchased and not actual usage, (b) payment obligations are non-cancelable, (c) fees paid are non-refundable, and (d) quantities purchased cannot be decreased during the relevant subscription term.
The foregoing fees do not include any amount for taxes. You will pay all national, state, and local sales, use, property, excise, privilege, ad valorem, Internet-related, and other taxes imposed on or with respect to any Subscription Services. If any sales, use, excise, or other taxes (except for taxes based on Jiro’s net income) are assessed against or required to be collected in connection with the Subscription Services, Jiro will itemize such taxes on its invoices and you will pay such taxes unless you provide Jiro with a valid tax exemption certificate authorized by the taxing authority in the relevant territory or demonstrates through documentation to Jiro’s reasonable satisfaction that such itemized taxes do not apply.
Where you fail to pay the fees by the due date and have not reasonably and in good faith disputed those fees by such date, then Jiro may, without limiting its other rights and remedies, (a) charge interest on the late payment of one and a half percent (1.5%) per month or the highest amount permitted by law; and/or (b) suspend access to the Subscription Services or the Jiro Platform until such overdue amounts have been paid in full.
Jiro may facilitate your payments through a third-party payment processing vendor. All terms related to such payment processing services, including assessment of payment processing rates and fees, will at all times be governed by and in accordance with the relevant Third-Party Terms for such Third-Party Components.
Enterprise Services. Jiro may provide Enterprise Users with access to and use of certain software applications and other professional services, as applicable. Generally, a “Master Services Agreement” governs the provision of services to Enterprise Users, and this EULA supplements the applicable Master Services Agreement for Authorized Users of each Enterprise User.
Text Messaging Program. Jiro may offer you the ability to opt in to receiving automated text messages (SMS or MMS) from Jiro related to the subject matter for which you opted in, including product and feature announcements, onboarding and engagement reminders, Continuing Medical Education (CME) availability, perks and promotions, and other informational/service-related or marketing messages related to Jiro and the Services, in each case as more specifically described in connection with the applicable opt-in (collectively, the “SMS Program”). Your participation in any portion of the SMS Program is voluntary, requires your separate express consent, and is governed by Jiro’s SMS Terms of Service, available at https://jirohealth.com/sms-terms-of-service (the “SMS Terms”) and the Privacy Policy. To the extent of any conflict between this EULA and the SMS Terms, the SMS Terms will control with respect to the SMS Program. Consent to any portion of the SMS Program is not a condition of using the Jiro Platform, and you may opt out of any portion of the SMS Program at any time by replying “STOP” to an applicable text message, or by contacting support@jirohealth.com.
Integrated Electronic Prescribing Services. If you are a healthcare provider, Jiro may provide you with access to and use of certain electronic prescribing functionality through the Jiro Platform as a Third-Party Component provided by a third-party service provider. By accessing or using the Jiro Platform, you acknowledge and agree that Jiro may proactively share limited professional onboarding and verification information about you with such service provider prior to any activation or use of such functionality, as reasonably necessary to support account creation, credentialing, eligibility review, verification, and enable a more efficient account setup process when activated. Should you elect to use such Third-Party Component, Jiro may thereafter share information about you to assist such service provider to establish, verify, authenticate, maintain, and administer your access to such Third-Party Component. Such information may include your professional contact information, professional email address, National Provider Identifier (NPI), state licensure information, DEA registration information (where applicable), credential verification status, account identifiers, and other similar professional account information. You authorize Jiro to make such disclosures, and such service provider to use such information for such purposes, as described in this Section. Jiro does not provide consumer reports, background check reports, investigative reports, or similar screening reports to such providers. Any collection, use, retention, and protection of such information remains subject to Jiro’s Privacy Policy and applicable law, as to Jiro, and the Third-Party Terms, as to the provider of the Third-Party Component.
Scribe Services. If you are a healthcare provider, Jiro may provide you with access to and use of certain functionality that assists clinician users in creating visit documentation through real-time transcription and AI-generated note summarization features (“Scribe Services”). If you use the Scribe Services, you acknowledge and agree that: (i) you are solely responsible for obtaining and maintaining all patient consents, authorizations, notices, and permissions required by applicable law and your organization’s policies before recording, transcribing, processing, or otherwise using patient information in connection with the Scribe Services; (ii) where prompted, you must affirm that such consent has been obtained before initiating any live transcription; (iii) any transcript, draft note, summary, or other output generated through the Scribe Services must be reviewed, edited as applicable, and approved by you before being used for treatment, documentation, billing, coding, recordkeeping, or inclusion in any electronic health record; (iv) the Scribe Services are intended to support, and not replace, your independent clinical judgment, documentation obligations, or professional responsibilities; and (v) you are solely responsible for determining whether and how any output from the Scribe Services is used, copied, exported, or incorporated into any patient record or third-party system. Jiro is not responsible for any third-party electronic health record system or other external system into which you copy, transmit, export, or otherwise incorporate any transcript, note, summary, or other output generated through the Scribe Services.
Patient-Specific Information and Output. Certain AI Products may permit you to associate a consult chat, Prompt, transcription, scribe note, or other interaction with a specific patient, and may generate Output based on patient-specific information, including information retrieved through Third-Party Components, including health information exchanges, electronic health record systems, or other third-party integrations. You acknowledge and agree that any such patient-specific information may be incomplete, inaccurate, outdated, delayed, duplicative, inconsistent, misattributed, unavailable, or not reflective of the patient’s complete medical history or current condition. You are solely responsible for confirming the accuracy, completeness, relevance, and clinical appropriateness of all patient-specific information and Output before using, adopting, documenting, communicating, exporting, incorporating into any patient record or third-party system, or otherwise acting upon such information or Output.
DISCLAIMER OF WARRANTY. THE SERVICES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS” WITHOUT WARRANTY OF ANY KIND AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, COMPLETENESS, AND EFFORT IS WITH YOU, THE END USER. THERE IS NO WARRANTY AGAINST INTERFERENCE WITH YOUR ENJOYMENT OR AGAINST INFRINGEMENT WITH RESPECT TO THE SERVICES. THERE IS NO WARRANTY THAT THE SERVICES WILL FULFILL ANY OF YOUR PARTICULAR PURPOSES OR NEEDS. THERE IS NO IMPLIED WARRANTY OF BENEFIT FOR THE ORDINARY PURPOSES TO WHICH SUCH SERVICES ARE USED. THERE IS NO WARRANTY, REPRESENTATION OR GUARANTEE THAT THE SOFTWARE WILL CONTINUOUSLY OPERATE OR BE ERROR FREE OR THAT ANY PROBLEMS WILL BE CORRECTED. SHOULD THE SERVICES OR ANY OF THEIR COMPONENTS PROVE DEFECTIVE OR INADEQUATE IN ANY RESPECT, YOU (AND NOT JIRO OR ITS AFFILIATES OR REPRESENTATIVES) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. FURTHER, JIRO AND ITS LICENSORS DO NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF, OR THE RESULTS OF THE USE OF THE SERVICES IN TERMS OF THEIR ABILITY TO DETER UNAUTHORIZED ACCESS, THEIR COMPATIBILITY WITH HARDWARE OR OTHER SOFTWARE, THEIR RELIABILITY, CURRENTNESS, OR OTHERWISE; AND YOU RELY ON THE SERVICES AND THEIR PERFORMANCE SOLELY AT YOUR OWN RISK. ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS OF THE PRODUCT FOR A PARTICULAR USE OR PURPOSE, QUALITY, COURSE OF DEALINGS, USAGE OF TRADE, INACCURACY IN CONTENT CAUSED BY JIRO’S FAILURE TO PERFORM WITH REASONABLE CARE, QUIET ENJOYMENT OR NON-INFRINGEMENT, ARE HEREBY EXPRESSLY DISCLAIMED. JIRO IS NOT LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF JIRO, INCLUDING WITHOUT LIMITATION ANY FAILURE IN THE SOFTWARE.
LIMITATION OF LIABILITY. NEITHER JIRO NOR ANY OTHER PERSON OR ENTITY WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE SERVICES (INCLUDING ITS LICENSORS), OR ANY OF THEIR COMPONENTS SHALL BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOST SAVINGS, LOSS OF DATA, COMMERCIAL LOSS, OR OTHER SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE, THE RESULTS OF USE, OR INABILITY TO USE THE SERVICES OR ANY OF THEIR COMPONENTS EVEN IF JIRO OR OTHERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM AND EVEN IF THE REMEDIES PROVIDED IN THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. IN NO EVENT WILL JIRO’S LIABILITY EXCEED THE TOTAL AMOUNT OF THE SUBSCRIPTION OR OTHER FEE ACTUALLY PAID TO JIRO BY YOU FOR THE SOFTWARE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM ACCRUED, IF ANY. THE FOREGOING LIMITATIONS AND DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. JIRO AND YOU AGREE THAT THE LIMITATIONS OF LIABILTY SET FORTH IN THIS EULA PRESENT BARGAINED FOR ALLOCATIONS OF RISK, AND THAT THE FEES, CHARGES, AND COSTS OWING UNDER THIS AGREEMENT, REPRESENT THE ALLOCATIONS OF RISK.
INDEMNIFICATION. You will indemnify and hold harmless, and upon request defend, Jiro, its officers, managers, directors, agents, affiliates, distributors, agents, subcontractors, and employees from any and all claims, actions, demands, losses, damages, costs, or other expenses incurred by such indemnified parties (including court costs and attorneys’ fees) to the extent arising out of your use or misuse of the Services and your breach or misrepresentation with respect to any provision of this EULA.
COMPLIANCE. You will be responsible for compliance with all applicable laws, rules, regulations, order and ordinances of the United States of America and in any other nation, province, or city with jurisdiction over you or your activities under this EULA.
INTERNATIONAL USERS. This EULA has been written in the English language. This EULA shall be interpreted in accordance with the commonly understood meaning of the words and phrases in the United States of America. You waive any rights that you may have under the laws of your country for this EULA to be written in the language of that country.
EQUITABLE REMEDIES. You hereby agree that, if the terms of this EULA are not specifically enforced, Jiro will be irreparably damaged, and therefore you agree that Jiro shall be entitled, without bond, other security, proof of damages, to appropriate equitable remedies with respect any breach(es) of this EULA, in addition to any other remedies available at law or in equity.
GOVERNING LAW AND DISPUTE RESOLUTION. READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING WAIVING YOUR RIGHT TO FILE A LAWSUIT IN COURT. This Agreement is governed in all respects by the laws of the State of Delaware, without giving effect to its rules relating to conflict of laws. Any dispute arising out of or relating to this EULA, or its subject matter, shall be resolved exclusively by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). Either party may send a notice to the other party of its intention to file a case with the AAA under this Section 19 (“Arbitration Notice”). The arbitration will be conducted in Austin, Texas by a single arbitrator knowledgeable in software contracting matters and the commercial aspects of end user license arrangements and intellectual property. The arbitrator will provide detailed written explanations to the parties to support their award and regardless of outcome, each party shall pay its own costs and expenses (including attorneys’ fees) associated with the arbitration proceeding and fifty percent (50%) of the fees of the arbitrator and the AAA. The arbitration award will be final and binding and may be enforced in any court of competent jurisdiction.
ASSIGNMENT. You may not assign this EULA in whole or in part without the prior written consent of Jiro and any attempted assignment in violation thereof (whether voluntary or involuntary, by operation of law, merger, reorganization, change of control or otherwise) is void. Jiro may assign its rights under this EULA in whole or in part without notice or your prior written consent.
MISCELLANEOUS. This EULA may not be modified except as otherwise expressly set forth in this EULA, or pursuant to a written amendment signed by an authorized representative of Jiro. The parties agree that the terms and conditions of this EULA shall prevail notwithstanding contrary or additional terms in any purchase order, sales acknowledgment, confirmation or any other document issued by either party; provided however that this EULA may be superseded by a separate written agreement executed by both you and Jiro with respect to the Software. If any provision of this EULA is held to be illegal, invalid, or unenforceable then that provision shall be fully severable from this EULA and shall not affect the legality, validity or enforceability of the remaining provisions of this EULA. Jiro reserves the right, in its sole discretion and at any time: (i) to modify or discontinue the Software; (ii) to limit, terminate or suspend your use of the Software; (iii) assess charges for the use of the Software in the future; or (iv) to make changes to this EULA as set forth herein, and you shall have the right to terminate this EULA if you choose not to accept those terms, as modified, pursuant to Section 11 hereof. Failure of Jiro to enforce any of the terms or conditions of this EULA, unless waived in writing, shall not constitute a waiver of Jiro’s right to enforce each and every term and condition of this EULA.
ACKNOWLEDGMENT. BY ACCESSING OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS EULA, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER REPRESENT AND ACKNOWLEDGE THAT THERE ARE NO BENEFICIARIES OTHER THAN YOURSELF UNDER THIS EULA. YOU ACKNOWLEDGE THAT THE PROVISIONS OF THIS EULA REFLECT AN INFORMED, VOLUNTARY ALLOCATION BETWEEN YOU AND JIRO OF THE RISKS (BOTH KNOW AND UNKNOWN) ASSOCIATED WITH THE TRANSACTION CONTEMPLATED BY THIS EULA AND THAT THE LIMITATIONS AND DISCLAIMERS RELATED TO WARRANTIES AND LIABILITY CONTAINED IN THIS EULA ARE INTENDED TO LIMIT THE CIRCUMSTANCES AND EXTENT OF LIABILITY. YOU FURTHER AGREE THAT THIS EULA IS THE COMPLETE AND EXCLUSIVE STATEMENT BETWEEN THE PARTIES, AND SUPERSEDES ALL PROPOSALS OR PRIOR AGREEMENTS, VERBAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN THE PARTIES, RELATING TO THE SUBJECT MATTER OF THIS EULA.
CONTACT INFORMATION. If you have questions regarding this Agreement or wish to obtain additional information, please contact us via email at support@jirohealth.com. All written notices should be delivered to Jiro Health Inc. at 3100 Timmons Lane, Suite 315, Houston, Texas 77027.