Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the website (encountermedicine.com), web application (app.encountermedicine.com), mobile applications, and related services (collectively, the “Services”) provided by Encounter Medicine LLC (“Company,” “we,” “us,” “our”). By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, do not use the Services.

1. Eligibility and Accounts

You must be at least 18 years old and legally capable of entering into a binding agreement to use the Services. By creating an account, you represent that the information you provide is accurate and complete. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to notify us immediately at security@encountermedicine.com if you suspect unauthorized access to your account.

If you are using the Services on behalf of an organization, you represent that you have authority to bind that organization to these Terms, and “you” refers to both you individually and the organization.

2. Description of Services

Encounter Medicine provides AI-powered clinical documentation tools designed for emergency medicine physicians. The Services include features such as ambient listening for physician-patient encounters, medical document generation, ICD-10 and procedure code suggestions, after-visit summary creation, and related workflow automation. The Services are intended to assist healthcare professionals with documentation and are not a substitute for professional medical judgment.

3. Acceptable Use

You agree to use the Services only for lawful purposes and in accordance with these Terms. You shall not:

• Use the Services in violation of any applicable law or regulation, including HIPAA
• Attempt to gain unauthorized access to the Services, other accounts, or our systems
• Reverse engineer, decompile, or disassemble any portion of the Services
• Use the Services to transmit malware, spam, or other harmful content
• Share your account credentials with unauthorized individuals
• Use the Services in any manner that could damage, disable, or impair our infrastructure
• Resell, sublicense, or redistribute the Services without our prior written consent

We reserve the right to suspend or terminate access for any user who violates these Terms.

4. Subscriptions and Payments

Certain features of the Services require a paid subscription. Subscription fees are billed in advance on a recurring basis (monthly or annually, depending on your plan) through our payment processor, Stripe. All fees are stated in U.S. dollars and are non-refundable except as expressly provided in these Terms or required by law.

We may change subscription pricing with at least 30 days' prior notice. Price changes take effect at the start of your next billing cycle. Your continued use of the Services after a price change constitutes acceptance of the new pricing.

You may cancel your subscription at any time. Cancellation takes effect at the end of your current billing period, and you will retain access to paid features until that date.

5. Intellectual Property

All rights, title, and interest in and to the Services, including software, design, text, graphics, logos, and other content provided by us, are owned by Encounter Medicine LLC or its licensors and are protected by copyright, trademark, and other intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for their intended purpose during the term of your subscription.

You retain ownership of all content you upload to or create through the Services (“Your Content”). You grant us a limited license to process Your Content solely to provide and improve the Services.

6. Privacy

Your use of the Services is subject to our Privacy Policy, which describes how we collect, use, and protect your information. By using the Services, you consent to the practices described in the Privacy Policy.

7. HIPAA and Business Associate Agreement

If you are a Covered Entity or Business Associate under the Health Insurance Portability and Accountability Act (“HIPAA”) and you transmit, store, or process Protected Health Information (“PHI”) through the Services, the following Business Associate Agreement (“BAA”) applies and is incorporated into these Terms.

Effective date of BAA: The BAA takes effect on the earlier of (a) your acceptance of these Terms, or (b) the date we first receive or create PHI on your behalf.

Our obligations as Business Associate:

• Use and disclose PHI only as permitted by this BAA and applicable law, and only as necessary to provide the Services
• Implement administrative, technical, and physical safeguards to protect PHI, including encryption in transit (TLS 1.2+) and at rest (AES-256)
• Report any use or disclosure of PHI not provided for by this BAA, including any Security Incident or Breach of Unsecured PHI
• Ensure that any subcontractor who handles PHI agrees to restrictions and conditions no less protective than those in this BAA
• Make PHI available for access, amendment, and accounting of disclosures as required by HIPAA
• Make our internal practices, books, and records relating to PHI available to the Secretary of HHS for compliance determination
• Upon termination, return or destroy all PHI, except where retention is required by law

Your obligations as Covered Entity:

• Obtain any required consents or authorizations before transmitting PHI to us
• Ensure you have a legal basis for sharing PHI with us for the purposes described in these Terms
• Notify us promptly of any changes to permissions or restrictions on PHI use
• Comply with your own obligations under HIPAA, including providing notice of privacy practices to individuals

Breach notification: If we discover a Breach of Unsecured PHI, we will notify you without unreasonable delay and no later than 30 calendar days after discovery, with an initial incident notice generally within 10 business days. The notification will include, to the extent known, the nature of the breach, the types of PHI involved, and the steps we are taking to investigate and mitigate harm.

Term and termination of BAA: This BAA remains in effect for the duration of these Terms. Either party may terminate the BAA if the other party materially breaches a provision of the BAA and fails to cure the breach within 30 days of written notice. Upon termination, we will return or destroy all PHI in our possession, except where retention is required by law, in which case we will continue to safeguard PHI in accordance with this BAA.

If there is a conflict between this BAA and any other provision of these Terms regarding PHI, the BAA controls.

8. Data Handling and Security

We maintain commercially reasonable administrative, technical, and physical safeguards to protect Your Content and personal information. These include:

• Encryption in transit using TLS 1.2 or higher
• Encryption at rest using AES-256
• Role-based access controls and audit logging
• Regular vulnerability assessments and security monitoring

No method of electronic transmission or storage is 100% secure. While we strive to protect your information, we cannot guarantee absolute security. You are responsible for maintaining the confidentiality of your credentials and for any activity under your account.

9. Medical Disclaimer

The Services are clinical documentation tools, not medical devices. They do not provide medical advice, diagnosis, or treatment recommendations.

All outputs generated by the Services, including medical notes, ICD-10 code suggestions, procedure code suggestions, after-visit summaries, and any other content, are generated by artificial intelligence and are intended solely to assist licensed healthcare professionals with documentation tasks. These outputs are not individualized clinical advice and must not be relied upon as a substitute for professional medical judgment.

You are solely responsible for reviewing, verifying, and approving all AI-generated content before it is incorporated into any medical record, submitted for billing, or shared with patients. AI-generated outputs may contain errors, omissions, or inaccuracies. The Services may produce content that appears clinically plausible but is incorrect. You must exercise independent professional judgment when using any output from the Services.

We do not warrant the accuracy, completeness, or clinical appropriateness of any AI-generated content. The Services do not replace the physician-patient relationship, clinical decision-making, or the standard of care. Use of the Services does not create a physician-patient relationship between us and any patient.

You acknowledge that clinical documentation requirements vary by jurisdiction, payer, and facility, and you are responsible for ensuring that all documentation meets applicable standards.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ENCOUNTER MEDICINE LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).

THESE LIMITATIONS APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, BUT DO NOT LIMIT LIABILITY FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR ANY LIABILITY THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

11. Disclaimer of Warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY OR COMPLETENESS OF AI-GENERATED CONTENT. YOU ACKNOWLEDGE THAT AI OUTPUTS MAY CONTAIN ERRORS AND THAT YOU ARE RESPONSIBLE FOR INDEPENDENTLY VERIFYING ALL CONTENT BEFORE USE.

12. Indemnification

You agree to indemnify, defend, and hold harmless Encounter Medicine LLC, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; (d) your failure to review or verify AI-generated content; or (e) any claim by a third party related to Your Content or your use of the Services.

13. Termination

You may terminate your account at any time by contacting us or using the account deletion feature in the Services. We may suspend or terminate your access at any time, with or without cause, upon reasonable notice where practicable.

Upon termination, your right to use the Services ceases immediately. We will delete your personal information within 7 days of account deletion, except where retention is required by law or the BAA. PHI retention and destruction are governed by the BAA (Section 7).

Sections that by their nature should survive termination will survive, including but not limited to Sections 5 (Intellectual Property), 9 (Medical Disclaimer), 10 (Limitation of Liability), 11 (Disclaimer of Warranties), 12 (Indemnification), 15 (Governing Law), and 17 (Dispute Resolution).

14. Modifications to Terms

We may update these Terms from time to time. We will notify you of material changes by posting the updated Terms on this page with a revised effective date and, where appropriate, by email or in-app notification. Your continued use of the Services after the effective date of any changes constitutes acceptance of the updated Terms. If you do not agree with the changes, you must stop using the Services and terminate your account.

15. Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Any legal action arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located in Delaware, and you consent to the personal jurisdiction of such courts.

16. AI-Specific Disclosures

The Services utilize third-party AI providers, including large language model providers, to power documentation generation, clinical language processing, code suggestion, and workflow automation features. You acknowledge the following:

AI-generated content: Outputs from the Services are generated by artificial intelligence. These outputs may contain errors, omissions, or hallucinated information that appears plausible but is incorrect. AI-generated content does not constitute medical advice, clinical recommendations, or definitive coding guidance.

No model training on your data: We do not use Your Content, including any PHI, to train, fine-tune, or improve any AI or machine learning models. Our AI providers will be required to maintain zero-retention or equivalent no-logging configurations for PHI and will be prohibited from using your data for model training; these obligations will be formalized through BAAs currently being finalized. BAA Pending

Third-party AI providers: We route certain inputs to third-party AI providers to generate outputs. Where PHI is involved, we use providers and configurations designed to prevent data retention and training. If a provider cannot meet those requirements for a given feature, we will not route PHI to that provider for that feature. Our agreements with AI providers will include obligations consistent with the BAA. BAA Pending

Your responsibility: You are solely responsible for reviewing, verifying, and approving all AI-generated content before use. You must not rely on AI-generated outputs without independent professional verification. Your use of AI-generated content in medical records, billing submissions, or patient communications is entirely at your own risk and discretion.

Availability and changes: AI features may change, be updated, or be discontinued as underlying models and providers evolve. We will endeavor to provide notice of material changes to AI capabilities that may affect your use of the Services.

17. Dispute Resolution

Before initiating any formal dispute resolution, you agree to contact us at legal@encountermedicine.com and attempt to resolve the dispute informally for at least 30 days. If the dispute cannot be resolved informally, either party may pursue resolution through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, conducted in Delaware. The arbitrator's decision shall be final and binding.

Class action waiver: You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. If this class action waiver is found to be unenforceable, the entirety of this arbitration provision shall be void.

18. General Provisions

Entire agreement: These Terms, together with the Privacy Policy and any applicable order forms, constitute the entire agreement between you and Encounter Medicine LLC regarding the Services and supersede all prior agreements and understandings.

Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Waiver: Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

Assignment: You may not assign or transfer your rights under these Terms without our prior written consent. We may assign our rights and obligations without restriction.

Force majeure: We shall not be liable for any delay or failure to perform resulting from causes beyond our reasonable control, including but not limited to natural disasters, acts of government, pandemics, or failures of third-party services.

Contact Us

If you have questions about these Terms, please contact us:

• Legal: legal@encountermedicine.com
• Privacy: privacy@encountermedicine.com
• HIPAA Compliance: hipaa@encountermedicine.com
• Security: security@encountermedicine.com

You may also reach us through the contact form on our website.