Plena LLC. (Plena Health) ("Provider") provides a platform and application program interface (API) on a software as a service and platform as a service basis ("Service", as further defined below). The Service is provided on a subscription basis as further described in this Agreement and on the Provider's website under specific subscription plans offered by Provider from time to time.
The Services are provided through browser extension or a desktop application made available to you. This Agreement applies to anyone ("You"/"Customer") who subscribes for or otherwise uses the Services.
THESE TERMS CONTAIN IMPORTANT LIMITATIONS ON REPRESENTATIONS, WARRANTIES, CONDITIONS, REMEDIES AND LIABILITIES THAT ARE APPLICABLE TO THE SERVICES. ACCORDINGLY, YOU SHOULD READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES.
BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, YOU AGREE TO THE TERMS HEREOF. IF YOU ARE AN AGENT OR EMPLOYEE OF AN ENTITY YOU REPRESENT AND WARRANT THAT (I) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH ENTITY'S BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER.
IF YOU DO NOT ACCEPT THESE TERMS, THEN DO NOT USE THE PROVIDER'S WEBSITE OR ANY OF ITS CONTENT OR SERVICES
Last updated: Jan, 9th, 2025
Subject to your acceptance of this Agreement and your payment of all fees due and owing to Provider, during the Subscription Term (as defined in Section 5.1) Provider will provide Customer with access to Provider's analytics platform and Provider's application program interface (API) (collectively, the "Service") facilitating Customer AI dictation, appointment summary generation and drug monograph lookup in accordance with the terms and conditions of this Agreement. In order to access and use the Service, Customer is responsible at its own expense for obtaining its own Internet access and any hardware and software required therefor. Customer's right to use the Service during the Subscription Term shall be subject to and in accordance with any additional conditions, restrictions or parameters specified in this Agreement.
Subject to the terms and conditions of this Agreement, Provider hereby grants to Customer a limited, royalty-free, non-exclusive, non-sublicensable, non-transferable (except for permitted assignments as hereinafter described) right to access and use the Service in accordance with this Agreement, subject to the terms and conditions of approved Services plan and solely for Customer's internal business purposes during the Subscription Term. All rights not expressly granted to Customer are reserved by Provider and its licensors. There are no implied rights.
By entering into this Agreement, Customer represents, warrants and covenants that Customer meets the following minimum requirements ("Eligibility Requirements"):
(a) Customer has the necessary rights and authority to enter into and perform the obligations under this Agreement and consents to have their personal information used by Provider;
(b) the Customer Data (as defined herein) is accurate, complete and current;
(c) Customer's use of the Service and collection of Appointment Data (as defined herein) will comply with all applicable laws and regulations, and specifically, Customer has obtained the explicit consent of their patients for the patient's personal information (including their personal health information, the "Patient Data") to be collected, used and disclosed to Provider as part of the Service and for Provider to collect and use the Patient Data to develop improvements to the Services; and
(d) Customer will not infringe the rights of any third party (including without limitation any intellectual property rights or privacy rights) in its use of the Service.
Customer has informed (or covenants to inform) all End Users of the Eligibility Requirements and shall not permit any End User to use the Service unless they agree to the Eligibility Requirements. Customer acknowledges that Provider is relying on Customer to ensure all End Users satisfy the Eligibility Requirements.
Customer shall not (and shall not allow any third party to):
(a) access or use the Service except as envisioned by the Service in its normal operation or specified herein;
(b) alter, modify, debug, reverse engineer, decompile, disassemble, or otherwise attempt to derive or gain access to any software (including source code) associated with the Service;
(c) use any unauthorized robot, spider, scraper or other automated means to access the Service, or engage in any scraping, data-mining, harvesting, data aggregating or indexing of the Service except to have copy of Customer Data and Appointment Data
(d) frame or mirror any content forming part of the Service;
(e) access the Service in order to build a competitive product or service, or
(f) copy any ideas, features, functions or graphics of the Service.
Customer shall keep all passwords and API keys provided to it safe and secure and shall be responsible for all use of the Service using passwords or API keys issued to Customer. Customer shall notify Provider immediately of any actual or suspected unauthorized use of its passwords or API keys for the Service. Without limiting any of its other rights or remedies, Provider reserves the right to suspend access to the Service if Provider reasonably believes that Customer has materially violated the restrictions and obligations in this Agreement after providing Customer written notice remained ineffective within 15 days. The Service may not be accessed or used by any national or resident of a country embargoed by the United States or Canada including countries sanctioned by the Office of Foreign Assets Control (OFAC) or the Financial Action Task Force (FATF). By accessing or using the Service, Customer is representing and warranting that Customer is not located in, under the control of, or are a national or resident of any country to which the use of the Service would be prohibited by the laws of Canada or the United States or the laws of the country or jurisdiction in which they are currently residing in or subject to.
Customer shall:
(a) reasonably cooperate with Provider in all matters relating to the Service;
(b) respond promptly to any Provider request to provide information, approvals, authorizations or decisions that are reasonably necessary for Provider to provide the Service in accordance with this Agreement; and
(c) provide such Customer materials or information as Provider may reasonably request to provide the Service and ensure that such materials or information are complete and accurate in all material respects.
In connection with providing the Service, Provider and its licensors shall operate and support the hosted environment used by Provider to provide the Service, including the Provider Technology (as defined below), the server hardware, disk storage, firewall protection, server operating systems, management programs, web server programs, documentation and all other technology or information so used by Provider. As used herein, "Provider Technology" means all of Provider's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to Customer by Provider in providing the Service, including any and all updates, modifications, improvements and derivatives thereto and thereof.
Customer acknowledges and agrees that Provider shall retain a copy of all information collected by the Provider Technology during a patient appointment when Customer uses the Service, including Customer's personal information and Patient Data (the "Appointment Data"). All Appointment Data shall be used by Provider to provide the Service and to improve/refine the Service. Provider acknowledges and agrees that as between Customer and Provider, all right, title and interest in and to the Appointment Data are and shall remain owned by Customer or its licensors, and this Agreement in no way conveys any right, title or interest in the Appointment Data other than a limited right to use the Appointment Data in accordance with the terms and conditions herein.
No right or license is granted hereunder to Customer under any trademarks, service marks, trade names or logos. Customer shall not remove any Provider trademark, service mark or logo, or any proprietary notices or labels (including any copyright or trademark notices) from the Service. Customer acknowledges and agrees that, as between Provider and Customer, all right, title and interest in and to the Service (including the data, information, text, images, designs, sound, music, marks, logos, compilations (meaning the collection, arrangement and assembly of information) and other content on or made available through the Service, the Provider Technology and all improvements and derivatives of the foregoing (including all intellectual property and proprietary rights embodied therein or associated therewith) are and shall remain owned by Provider or its licensors, and this Agreement in no way conveys any right, title or interest in the Service or the Provider Technology other than a limited right to use the Service in accordance with this Agreement.
Customers with paid subscriptions will provide Provider (or its third-party payment service provider) with a valid credit card for payment of the applicable subscription fees, or (if applicable) will duly pay invoices issued to such Customers on the payment and other terms set forth in such invoices. In addition to any fees, the Customer may still incur charges incidental to using the Service, for example, charges for Internet access, data roaming, and other data transmission charges. No refunds or credits will be issued for partial periods of service, upgrade/downgrade refunds, or refunds for periods unused with an active subscription, including, but not limited to, instances involving the removal of a Customer. There are no charges for cancelling a subscription and paying subscriptions cancelled prior to the end of their current billing cycle will not be charged again in the following cycle.
Provider reserves the right to increase its fees upon at least 30 days' advance notice (e-mail or otherwise) to Customer; provided, however, that fee increases will not take effect until the start of the next Subscription Term.
All amounts due hereunder are exclusive of all sales, use, excise, service, value added, or other taxes, duties and charges of any kind (whether foreign, federal, state, local or other) associated with this Agreement, the Service, or Customer's access to the Service. Customer shall be solely responsible for all such taxes, duties and charges (except for taxes imposed on Provider's income), which may be invoiced by Provider from time-to-time. In the event of updated tax rates, Provider will apply the new tax rate without notice to the Customer.
Any and all payments by or on account of the compensation payable under this Agreement shall be made free and clear of and without deduction or withholding for any taxes. If the Customer is required to deduct or withhold any taxes from such payments, then the sum payable shall be increased as necessary so that, after making all required deductions or withholdings, Provider receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Customer is solely responsible for cancelling subscriptions. Customer may cancel their subscription at any time by providing written notice to the Provider. After the initial subscription term, this term of the subscription shall be deemed renewed automatically at the end of the term, for the same term, until the Service is cancelled in accordance herewith.
Provider in its sole discretion has the right to suspend or discontinue providing the Service to Customer without notice for actions that are in material violation of this Agreement.
Where the Service is provided to Customer on a "free" basis, Provider reserves the right to terminate this Agreement at any time, with or without notice to Customer.
Upon any termination of this Agreement:
(a) all rights granted to Customer hereunder shall terminate and Provider shall no longer provide access to the Service to Customer, and
(b) Customer shall cease using the Service.
Any obligations that have accrued prior to termination shall survive termination of this Agreement. In addition, the following Sections, as well as any other provisions herein which by their nature should survive, shall survive termination of this Agreement: Sections 3-10.
All account and billing information, and all data and information which the Customer, or its "End Users" (permitted users being Customer's employees, contractors, agents, and any other person who Customer permits to use its instance of the Service) inputs into the Service (collectively, "Customer Data") will be used by Provider as set out herein. Provider agrees to protect Customer Data and Appointment Data with no less than industry-standard information security tools and procedures. Provider may analyze Customer Data and Appointment Data to create aggregated and anonymized statistics or data and Provider may use and disclose such statistics or data in its discretion. Except as specified otherwise in this Agreement, Customer shall be solely responsible for providing, updating, uploading and maintaining all Customer Data. Provider shall operate the Service in a manner that provides reasonable information security for Customer Data and Appointment Data, using commercially reasonable data backup, security, and recovery protections.
Customer is solely responsible for all Customer Data that they, or End Users, upload on the Provider's platform as part of the Service. Provider does not guarantee the accuracy, integrity or quality of Customer Data. Customer shall not upload or otherwise make available to Provider any Customer Data that:
(a) constitutes an infringement, misappropriation, or violation of all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information, or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights;
(b) violates this Agreement, including, without limitation, the Privacy Policy or any applicable laws, rules, or regulations;
(c) is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another's privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, sexually explicit, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual, promotes illegal activities or contributes to the creation of weapons, illegal materials, or is otherwise objectionable or illegal in any way;
(d) contains software viruses or any other computer code, files or programs designed to interrupt, destroy, limit the functionality of any computer software or hardware or telecommunications equipment;
(e) interferes with or disrupts the Service or servers or networks connected to the Service;
(f) is harmful to minors in any way;
(g) constitutes unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise;
(h) causes Provider to violate any applicable law, rule or regulation, including those regarding the export of technical data, or
(i) they have not obtained consent for as required by privacy law from the patient to have their personal information transferred to Provider and used by Provider to provide and improve the Services.
Provider reserves the right, but has no obligation, to review any Customer Data or Appointment Data, investigate any claim related to Customer Data or Appointment Data, or take appropriate action, in its sole discretion, against the person (Customer or End Users) at the origin of the content that creates any liability for Provider. Such actions may include removing, exercising any indemnity and termination rights contained herein, and reporting such Customer Data or Appointment Data to law enforcement authorities.
All Customer Data and Appointment Data, shall be processed in accordance with the Provider's Privacy Policy. For clarity, all Appointment Data (which includes Patient Data and some of Customer's personal information (such as the Customer's voice)) shall be used by Provider to improve the Provider Technology and Service.
THE SERVICES ARE PROVIDED ON AN "AS –IS" BASIS, AND, PROVIDER MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICE (IN EACH CASE WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE), INCLUDING ANY WARRANTY (A) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT (SUBJECT TO THE PROVISIONS OF ARTICLE 9), (B) THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED), TIMELY, OR OPERATE WITHOUT ERROR, (C) AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, OR (D) AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE SERVICE. THE CUSTOMER ACKNOWLEDGES THAT THEY ARE SOLELY RESPONSIBLE FOR CONFIRMING THE ACCURACY OF ALL INFORMATION RETURNED BY THE SERVICES OR PROVIDER TECHNOLOGY.
CUSTOMER ACKNOWLEDGES THAT THE SERVICE IS HOSTED BY A THIRD PARTY HOSTING PROVIDER (THE "HOSTING CONTRACTOR") AND USES THIRD PARTY SERVER HARDWARE, DISK STORAGE, FIREWALL PROTECTION, SERVER OPERATING SYSTEMS, MANAGEMENT PROGRAMS, WEB SERVER PROGRAMS FOR DELIVERY OF THE SERVICE (THE "HOSTING CONTRACTOR SERVICES"). ADDITIONALLY, PROVIDER USES THIRD PARTIES TO HELP RECEIVE PAYMENTS ("PAYMENT PROCESSOR") AND PROVIDE CERTAIN LANGUAGE PROCESSING SERVICES ("AI PROVIDER"). PROVIDER MAY CHANGE ITS HOSTING CONTRACTOR, AI PROVIDER, OR PAYMENT PROCESSOR AT ANY TIME. CUSTOMER'S USE OF THE SERVICE IS SUBJECT TO ANY RESTRICTIONS IMPOSED BY THE HOSTING CONTRACTOR, AI