saykara
saykara
saykara
Terms of Use

End User Terms of Use and License Agreement

Last Updated: April 16, 2018

Welcome to Saykara, Inc., an artificial intelligence (AI) powered virtual scribing service that enables physicians and healthcare providers to better manage their electronic medical records (“EMR”) documentation process. The Saykara Service is used by Customers to help reduce physician burnout, increase productivity, and improve outcomes.

This Terms of Use and End User License Agreement (“Agreement”) constitutes a binding legal contract between you and Saykara, Inc. (“Company”) and governs your use of the Company’s related websites, applications and services provided by Company and on/in which this Agreement is posted or referenced (collectively, the “Service”).

When this Agreement is changed, Company will notify you in accordance with the below “Electronic Contracting and Notices” section. The most current version of this Agreement can be accessed at any time by selecting the ‘Terms of Use’ link at www.saykara.com, or from the login screen of the Service. If you are downloading the Service from an app-store or other Distributor, you agree to and acknowledge the “Notice Regarding Distributors” in Section O. below.

When contracting with entities or individuals, we may execute an additional Business Service Agreement (“BAA”). If there is any omission or conflict between the terms in this Agreement and the Business Service Agreement, the BAA will govern in relation to the Service.

PLEASE READ THIS AGREEMENT CAREFULLY. BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE, YOU MAY NOT USE THE SERVICE.

A. SERVICE ACCESS AND SECURITY

You understand that you need to create an account to have access to all of the parts of the Service. In consideration of your use of the Service, you will: (a) provide true, accurate, current and complete information about yourself as prompted by the Services’ registration page (such information being the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.

Any personal information you provide us through the Service will be stored in a secure manner. We have implemented a variety of commercially standard encryption and security technologies and procedures to protect your personal information, stored in our computer systems from unauthorized access. We also maintain standard physical and electronic procedural safeguards that limit access to your personal information to our employees (or people working on our behalf and under confidentiality agreements) who, through the course of standard business activities, need to access your personal information, including personal health information (“PHI”) (as defined below).

Access to portions of the Service is enabled by usernames and passwords. These may be a proprietary Company username and password, Partner username and password or more commonly your health care provider’s EMR username and password. You should maintain your usernames and passwords in strict confidence. In no event should you share your usernames or passwords with any third party or allow another person to access the Service using your username and password. Access to the Company’s Service may also be enabled by use of a pin or biometric token, which will act as a proxy for your username and password. Please notify the appropriate party if you have any reason to believe that your username or password has been lost or compromised or misused in any way. For your EMR username and password support you should contact your healthcare provider. For any Partner username and password support you should contact the relevant Partner. You are fully and solely responsible for any and all use of the Service using your username and password. We reserve the right to revoke or deactivate your username and password at any time. All personal information stored on your device is encrypted using industry standard techniques and will comply with all applicable federal and state law.

DO NOT USE THIS SERVICE FOR EMERGENCY MEDICAL NEEDS. If you experience a medical emergency, call 911 immediately.

B. MINORS

You acknowledge that the Service is not for use by children under the age of 13. You represent and warrant that you are at least 13 years of age.

C. ACCEPTABLE USE

You agree not to access or use the Service in an unlawful way or for an unlawful or illegitimate purpose or in any manner that contravenes Company’s policies we have made able to you at www.saykara.com. If you submit, upload or post any comments, ideas, suggestions, information, files, images or other materials to us or the Service (“Submissions”), you agree not to provide any Submissions that include: (a) a message or information under a false name; (b) information that is unlawful, libelous, defamatory, obscene, fraudulent, predatory of minors, harassing, threatening or hateful to any person; or (c) information that infringes or violates any of the intellectual property rights of others or the privacy or publicity rights of others. Company shall have a royalty-free, fully-paid, irrevocable, fully sublicensable (through multiple layers of sublicensees), unlimited, transferable right and license to use the Submissions however Company desires, including, without limitation, to copy, modify, delete in its entirety, adapt, publish, translate, create derivative works therefrom and/or sell and/or distribute such Submissions and/or incorporate such Submissions into any form, medium or technology throughout the world. Company is and shall be under no obligation to (i) maintain any Submissions in confidence; (ii) to pay you any compensation for Submissions; or (iii) to respond to any Submissions. For the avoidance of doubt, any PHI, financial information, or other personally identifiable information (“PII”) provided by you pursuant to your use of the Service is and shall not be considered a Submission.

You shall not attempt to disrupt the operation of the Service through use of methods such as viruses, Trojan horses, worms, time bombs, denial of service attacks, flooding or spamming. You shall not use the Service in any manner that could damage, disable or impair Company’s services or networks. We shall make best efforts to assure the Service is free from any malicious code and does not damage your device or result in loss of your data.  You shall not attempt to gain unauthorized access to any user accounts or computer systems or networks, through hacking, password mining or any other means. You shall not use any robot, scraper or other means to access the Service for any purpose. Violations of system or network security may result in civil or criminal liability. Company will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.

D. OPERATION AND RECORD RETENTION

Company reserves complete and sole discretion with respect to the operation of the Service. Your healthcare provider does not control the use or access of the Service.  Company may, among other things, withdraw, suspend or discontinue any functionality or feature of the Service. Company reserves the right to maintain, delete or destroy all data pursuant to its internal record retention and/or destruction policies.

E. LINKS

Areas of the Service may contain links to other websites. Please note that when you click on any of these links, you are entering another website for which we have no responsibility or control. We encourage you to read the terms and conditions, data-gathering practices and privacy policies of all linked websites as they may materially differ from ours. You agree that we shall not be responsible for any loss or damage of any sort incurred as a result of any such links or as the result of the presence of such links in the Service. It is up to you to take precautions to ensure that whatever linked material you select is free of items such as viruses, worms, Trojan horses and other destructive items.

The inclusion of any link does not imply affiliation, endorsement or adoption by us of the linked site or any medical or other information contained therein. Neither Company or your healthcare provider recommends, endorses or promotes any procedure or intervention that may be discussed on a website, or the website of a Partner.

F. INTELLECTUAL PROPERTY

All of the content available on or through the Service, including without limitation the files, documents, text, photographs, images, audio and software, and any materials accessed through or made available for use or download through the Service (collectively, “Content”) is the property of Company or our licensors, suppliers or providers and is protected by copyright, trademark, patent, trade secret and other intellectual property law. For the sake of clarity, Content does not include your PII or PHI, which belongs to you or your healthcare provider, nor does it include any of your personal financial information. We give you (a) a personal, limited, revocable, non-transferable and non-exclusive right and license to use the Content available on the Service solely insofar as it may facilitate your access to and use of the Service, and (b) permission to display, download, store and print the Content contained on the Service only for your personal, non-commercial use. You agree not to reproduce, retransmit, distribute, disseminate, sell, publish, broadcast, or circulate the Content received through the Service except as the functionality of the Service permits. Any copy made of information obtained through the Service must include the copyright notice provided with the Content.

All Company trade and service names are trademarks of Company or its affiliates. All other brands and names are the property of their respective owners. Nothing contained in the Service should be construed as granting any license or right to use any trademark displayed on the Service without the express written permission of Company or such third-party that may own the trademark.

The license granted herein does not permit you, and you agree not to: (a) modify, translate, reverse engineer, disassemble, decompile or create derivative works of the Service or allow a third party, whether directly or indirectly (including, but not limited to the direct or indirect use of wizards, agents, bots, or other utilities), to modify, translate, reverse engineer, disassemble, decompile or create derivative works of the Service; (b) transfer, distribute, sell, lease, rent, disclose or provide access to the Service to any third party; or (c) frame or utilize framing techniques to enclose, or deep link to, any name, trademark, service marks, logo, Content or other proprietary information of Company.

G. DISCLAIMERS

ACCESS TO THE SERVICE AND THE INFORMATION CONTAINED ON THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND RELATING TO THE SERVICE, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, MERCHANTABILITY, QUALITY OF INFORMATION, QUIET ENJOYMENT, OR FITNESS FOR A PARTICULAR PURPOSE.

WITHOUT LIMITING THE FOREGOING, COMPANY DOES NOT WARRANT THAT ACCESS TO THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED; NOR DOES COMPANY MAKE ANY REPRESENTATIONS ABOUT THE ACCURACY, TIMELINESS, RELIABILITY, SUITABILITY, CURRENCY, QUALITY, COMPLETENESS, USEFULNESS, PERFORMANCE, SECURITY, LEGALITY OR SUITABILITY OF THE SERVICE OR ANY OF THE INFORMATION CONTAINED THEREON. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE AND YOUR RELIANCE UPON ANY OF ITS CONTENTS IS AT YOUR SOLE RISK.

YOU SHALL BE SOLELY AND FULLY RESPONSIBLE FOR ANY DAMAGE TO COMPANY AND THE SERVICE OR ANY COMPUTER SYSTEM, ANY LOSS OF DATA, OR ANY IMPROPER USE OR DISCLOSURE OF INFORMATION ON THE SERVICE CAUSED BY YOU OR ANY PERSON USING YOUR USERNAME OR PASSWORD WITH YOUR PERMISSION. COMPANY CANNOT AND DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY LOSS, DAMAGES OR LIABILITIES ARISING FROM THE FAILURE OF ANY TELECOMMUNICATIONS INFRASTRUCTURE, OR THE INTERNET.

THE ABOVE DISCLAIMER IS MADE SOLELY WITH RESPECT TO THE SERVICE AND THE CONTENT MADE AVAILABLE THEREON. THE ABOVE DISCLAIMER DOES NOT PURPORT TO DISCLAIM ANY LIABILITY OR RESPONSIBILITY FOR MEDICAL ADVICE DISPENSED BY ANY PARTICULAR HEALTHCARE PROVIDER TO YOU.

H. LIMITATIONS OF LIABILITY

IN THE EVENT OF ANY PROBLEM WITH THE SERVICE OR ANY OF ITS CONTENT, YOU AGREE THAT YOUR REMEDIES INCLUDE, BUT ARE NOT LIMITED TO, THE RIGHT TO CEASE USING THE SERVICE. EXCEPT AS OTHERWISE AGREED UPON BETWEEN YOUR HEALTHCARE PROVIDER, THE COMPANY, AND/OR ITS PARTNERS, UNDER NO CIRCUMSTANCES SHALL COMPANY, OR ANY OF ITS LICENSORS, SUPPLIERS OR PARTNERS BE LIABLE IN ANY WAY FOR YOUR USE OF THE SERVICE OR ANY OF ITS CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY SERVICES.

UNDER NO CIRCUMSTANCES SHALL YOU, HEALTH CARE PROVIDER, OR COMPANY OR ITS LICENSORS, SUPPLIERS OR PARTNERS BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INJURY, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR COMPUTER OR OTHERWISE) ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT, WHETHER UNDER A THEORY OF BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MALPRACTICE OR OTHERWISE, EVEN IF WE OR THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY HEREBY RELEASES THE OTHER AND AGREES TO  HOLD THE OTHER PARTY AND HEALTH CARE PROVIDER AND ITS LICENSORS AND SUPPLIERS AND PROVIDERS HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE (INCLUDING, WITHOUT LIMITATION, ACTUAL, SPECIAL, INCIDENTAL AND CONSEQUENTIAL), KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OR OUR PROVISION OF THE SERVICE. EACH PARTY WAIVES THE PROVISIONS OF ANY STATE OR LOCAL LAW LIMITING OR PROHIBITING A GENERAL RELEASE.

I. TERMINATION

Company may suspend or terminate your access to the Service at any time, for any reason or for no reason at all. Company has the right (but not the obligation) to refuse to provide access to the Service to any person, agency or organization, or to prohibit any person, agency or organization from using the Service, at any time, for any reason or for no reason at all, in our sole discretion.

J. HIPAA PRIVACY AUTHORIZATION

Under the Health Insurance Portability and Accountability Act (“HIPAA”), certain demographic, health and/or health-related information that Company collects, integrates and/or displays as part of providing the Service may be considered “protected health information” or “PHI”. You authorize the disclosure of PHI from your health care provider’s EMR to Company. You further authorize Company to use and disclose any PHI that you provide in your use of the Service, and from your health care provider’s EMR, to you and/or your health care providers for medical treatment, consultation, appointment reminders, and to deliver content specific to your health condition. You understand that you have the right to revoke this authorization, in writing, at any time. Revocation of authorization to use and disclose PHI from your health care provider account also may be made by contacting support@saykara.com. You understand that a revocation is not effective to the extent that any person or entity has already acted in reliance on your authorization. You understand that, if your PHI is disclosed to someone who is not required to comply with HIPAA, then such information may be re-disclosed and may no longer be protected. No person may condition treatment, payment, enrollment, or eligibility for health benefits on whether you agree to this authorization. This authorization shall be in effect until you cease use of the Service or revoke this authorization.

K. INDEMNIFICATION

Without limiting the generality or effect of other provisions of this Agreement, as a condition of use, you agree to indemnify, hold harmless, and defend Company and its licensors, suppliers and Partners, and their respective parents, subsidiaries, affiliates, suppliers and their officers, directors, affiliates, subcontractors, agents and employees (each an “Indemnified Party”) against all costs, expenses, liabilities and damages (including reasonable attorneys’ fees) incurred by any Indemnified Party in connection with any third party claims arising out of: (a) your use of the Service; (b) your failure to comply with any applicable laws and regulations; and (c) your breach of any of your obligations set forth in this Service. You shall not settle any such claim without the written consent of the applicable Indemnified Party, which shall not be unreasonably withheld. We represent and warrant that we have the right to provide the Service. We agree to indemnify and hold you harmless against all costs, expenses, liabilities and damages (including reasonable attorneys’ fees) incurred by you or your contractors, agents or affiliated entities in connect with: (a) any third party claim arising out of alleged or actual infringement of a third party's intellectual property rights upon your use or access of the Service or related Content; or (b) a third party claim attributable to our breach of this Agreement.

L. ELECTRONIC CONTRACTING AND NOTICES

You agree that we may send to you in electronic form any privacy or other notices, disclosures, reports, documents, communications or other records regarding the services (collectively, “Notices”). We can send you electronic Notices (a) to the e-mail address that you provided to us during registration, or (b) by posting the Notice on the Service or otherwise through the site. The delivery of any Notice from us is effective when sent or posted by us, regardless of whether you read the Notice when you receive it or when posted or whether you actually receive the delivery. You can withdraw your consent to receive Notices electronically by canceling or discontinuing your use of the Service.

M. MISCELLANEOUS

This Agreement shall be governed by the laws of the State of Washington without regard to the rules on conflicts or choice of law. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You hereby consent to the exclusive jurisdiction of the courts of the State of Washington for the resolution of any dispute based upon or relating to this Agreement. This Agreement constitutes the sole agreement between you and Company relating to your use and our provision of the Service and the subject matter hereof, and no representations, statements or inducements, oral or written, not contained in this Agreement shall bind either you or Company. Any of the terms of this Agreement which are determined to be invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability, without rendering invalid or unenforceable any of the remaining terms of this Agreement or affecting the validity or enforceability of the Agreement as a whole. Failure to insist on performance of any of the terms of the Agreement will not operate as a waiver of any subsequent default. No waiver by Company of any right under this Agreement will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time. You may not assign, transfer or delegate your rights or obligations hereunder, in whole or in part and any attempted assignment in contravention of this provision shall be void. This Agreement shall be binding upon and inure to the benefit of each of the parties and the parties’ respective successors and permitted assigns.

A printed version of this Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

N. BINDING ARBITRATION

This Agreement require that all disputes between you and Company will be resolved by BINDING ARBITRATION. ACCORDINGLY, YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT (INCLUDING IN A CLASS ACTION PROCEEDING) to assert or defend your rights under this Agreement (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 and your claims cannot be brought as a class action.

O. NOTICE REGARDING DISTRIBUTORS

Notwithstanding anything to the contrary herein, the terms of this Section P. govern your acquisition and use of the Service.

Third Party Accounts

In order to download the Service, you may be required by the third party who is distributing or providing you access to the Service, such as Apple, Inc. ( a “Distributor”) to create an account. You are solely responsible for maintaining the security of any logins, passwords, or other credentials that you select or that are provided to you to access your account with any Distributor. Your use of any account with a Distributor is subject to any terms, conditions, and policies, including privacy policies, of that Distributor. Company is not responsible for any act or omission of any Distributor.

License to the Service

Subject to your complete and ongoing compliance with all the terms and conditions set forth in this Agreement (including without limitation payment of any applicable fees and compliance with all license restrictions), Company grants you (1) a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use one copy of the Service downloaded directly from Company or from a legitimate marketplace (such as Apple’s iTunes store), solely in object code format and solely for your personal use for lawful purposes, on a single compatible device that you own or control; and (2) permission to access and use the Company’s service, only for your personal use, and solely through the use of a licensed copy of the Service. You may not reproduce, distribute, publicly display, or publicly perform the or any part of the Company’s service. Except if, and solely to the extent that, such a restriction is impermissible under applicable law, you may not (a) decompile, reverse engineer, or otherwise access or attempt to access the source code for the Service, or make or attempt to make any modification to or derivative work of the Service; or (b) interfere with or circumvent any feature of the Service, including without limitation any security or access control mechanism. You may not use the Company’s service for any purpose other than a purpose for which the Service is expressly designed. The term Service, as used herein, includes any update or modification to the Service made available to you by Company (unless provided with separate terms). If you are prohibited under applicable law from using the Company’s Service, you may not use them.

Access to the Service; Third Party Fees

Company does not provide you with the equipment to use the Service. You are responsible for all fees charged by third parties to access and use the Service (e.g., charges by internet providers and mobile carriers). Without limiting the foregoing, you are solely responsible for the payment of all service fees associated with any carrier service plan you use in connection with your use of the Company’s service (such as voice, data, SMS, MMS, roaming, other applicable fees charged by the carrier). Accordingly, you should use care in selecting a service plan offered by your carrier. If your device is lost or stolen, you must notify Company immediately to suspend services.

Special Terms Regarding Apple

If you download software from Apple, Inc.’s Application Store, your use of the software must at all times be in accordance with the Usage Rules set forth in the Apple, Inc. Application Store Terms of Service, and you acknowledge that this Agreement is between you and Company only, not with Apple. Apple is not responsible for the Service and the content thereof. This Agreement is not intended to provide for usage rules for software that are less restrictive than the Usage Rules set forth for “Licensed Services” in, or that otherwise conflict with, the Application Store Terms of Service. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Service. In the event of any failure of the Service to conform to any applicable warranty, then you may notify Apple and Apple will refund any applicable purchase price for the Service to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including, but not limited to: (i) product liability claims; (ii) maintenance and support; (iii) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (iv) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the Company’s service and/or your possession and use of the Service infringe that third party’s intellectual property rights. You agree to comply with any applicable third party terms, when using the Service. Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary of this Agreement. You hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

P. PRIVACY POLICY

Please also consult our Privacy Policy for a description of our privacy policies. Our privacy policies can be found at www.saykara.com.