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Terms and Conditions

ELUVE, INC.

Eluve’s artificial intelligence (“AI”) medical scribe takes doctor/patient conversations and automatically generates medical grade clinical documentation, including but not limited to progress notes, including subjective, objective, assessment and plan notes (“SOAP notes”), patient follow-up care plans and billing code/insurance reimbursement documents (the “Service” or “Services”).

This document sets forth the terms and conditions governing the Eluve, Inc. Service . The Service is provided through a variety of different channels, including online at eluve.com (the “Website”), via one or more mobile applications (the “Application”), or through digital or telephonic delivery. The Service is owned by Eluve, Inc. and its subsidiaries or affiliates involved in providing and supporting the Service (collectively, “We”, “Us”, “Our” or “Eluve.”).

BY ACCESSING OR USING THE SERVICE, YOU AND ANY HEALTHCARE PROFESSIONAL IN YOUR PRACTICE WHO YOU HAVE AUTHORIZED AND APPROVED ACCESS TO OUR SERVICE (COLLECTIVELY “YOU”) AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS INCLUDING WITHOUT LIMITATION THE WARRANTY DISCLAIMERS, WAIVER OF JURY TRIAL, WAIVER OF CLASS ACTION, INDEMNITY AND LIMITATION ON LIABILITY PROVISIONS BELOW AND IN OUR PRIVACY POLICY, WHICH IS HEREBY INCORPORATED BY REFERENCE INTO THESE TERMS (this “Agreement”). Eluve, Inc. has the right to accept, reject any applicant for Services, or revoke access for any current user of the Services, in its sole and complete discretion.  Eluve, Inc. may, at any time and from time to time, modify these terms.  Any changes to these terms will be effective immediately upon posting of the updated version on the Service or on our Website. You agree to periodically review these terms, and your continued use of the Service following any such modification constitutes your agreement to follow and be bound by these terms as modified.

THE SERVICE IS CURRENTLY INTENDED FOR USE BY MEDICAL AND HEALTHCARE PROVIDERS WHO ARE RESIDENTS OF THE UNITED STATES AND CANADA ONLY. IF YOU ARE NOT A RESIDENT OF THE UNITED STATES OR CANADA, DO NOT USE OUR SERVICE.

YOU MUST BE AT LEAST 18 YEARS OLD TO USE THIS SERVICE. YOU ACKNOWLEDGE THAT YOU ARE NOT MISREPRESENTING ANY INFORMATION DURING YOUR ENROLLMENT OR USE OF THE SERVICE, INCLUDING YOUR IDENTITY.  YOU HAVE A CONTINUING OBLIGATION TO KEEP YOUR IDENTITY AND CONTACT INFORMATION FOR BOTH YOURSELF AND ANY AUTHORIZED USER UP TO DATE AND ACCURATE.  IF YOU WISH TO REVOKE ACCESS TO ANY PREVIOUSLY AUTHORIZED USER, PLEASE CONTACT US IMMEDIATELY SO THAT WE CAN ASSIST WITH CANCELING THEIR CREDENTIALS.

ELUVE, INC. DOES NOT KNOWINGLY (A) COLLECT OR SOLICIT PERSONAL INFORMATION FROM ANYONE UNDER 18 YEARS OF AGE OR (B) ALLOW ANYONE UNDER 18 YEARS OF AGE TO INDEPENDENTLY REGISTER FOR THE SERVICE.

1. Scope of Service

This Agreement applies only to your use of the Service. Other policies, including Our Privacy Policy are available at Eluve Privacy Policy.

The Service provides a variety of content, products, and services, which may include, data transcription, data manipulation, data analysis, and access to Eluve, Inc.’s wireless, mobile, and web-based technologies.

Depending on the Service that you are enrolled in, you may receive different levels of support to your specific needs by Eluve, Inc. Eluve, Inc. may make certain healthcare related information available to you to facilitate your patients’ access to healthcare services.

Eluve, Inc. does not provide clinical or healthcare services and is independent from healthcare providers who will be providing licensed services to patients through the Service. Eluve, Inc. is not responsible for such healthcare providers’ acts, omissions, or for any content of the communications made by them. Eluve, Inc. does not engage in the practice of medicine, the diagnosis or treatment of any medical conditions, or provide any other healthcare or clinical services.  The Service, including any AI-generated output derived from the same, is not a substitute for a licensed clinician’s judgment and should not be relied upon as medical advice. Instead, our Services, including our AI system, are a tool that assist a licensed provider with the origination and manipulation of various physical and digital media, including but not limited to electronic health records (“EHR"), text, visual and/or audio healthcare recordings such as patient/provider treatment and provider follow-up case notes.

Features and specifications of products or services described or depicted as part of the Service are subject to change at any time without prior notice.  As a condition to use of the Service, you agree that you will not use the Service in a manner inconsistent with (i) this Agreement, or (ii) any and all applicable laws and regulations.

2. Your Account and Your Use of the Eluve, Inc. Service

You must provide accurate and complete information any time you initially register or continue to use the Service or when you authorize a new healthcare provider or administrative professional to obtain another account for your practice. It is your responsibility to provide Us with true, accurate, and complete email address, contact, and other information related to your account(s), and to maintain and promptly update any changes in this information. You are responsible for maintaining the confidentiality and security of your password and account credentials, and you are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify Eluve, Inc. of any unauthorized use of your password or account, and (b) ensure that you properly exit from your account at the end of each session. Eluve, Inc. shall not be liable for any loss or damage arising from your failure to comply with any of these terms and conditions.

The following actions are expressly prohibited in relation to your username and password used to obtain the Service:

If you have forgotten your username or password, the Service may use an email address previously provided by you to send your username or temporary password. You understand that any other individuals using the same email address will be able to gain access to your Service account information.

Your use of the Service and any content accessed through the Service must comply with all applicable laws, regulations, and ordinances, including any laws regarding the export of data or software. You may not interfere with or disrupt the proper operation of the Eluve, Inc. Service. You must be at least 18 years old to register and use the Service. You acknowledge that you are not misrepresenting any information during your enrollment or use of the service, including your identity or information or health care providers. You have a continuing obligation to keep your identity and contact information up to date and accurate.

If you use Eluve, Inc.’s mobile services to enter and maintain your personal information, you understand that you are responsible for safeguarding and securing your mobile device and the associated credentials (such as user identifiers and passwords). If you leave your mobile device unattended, or if it is lost or stolen, you understand that your personal information is input into the Eluve, Inc. Application or Website may be accessible to others. By providing your phone number to Eluve, Inc., you expressly consent to Eluve, Inc. periodically calling or texting you at this phone number - in person or through an automated system.

3. Text Message and Short Code Terms

By opting in you are agreeing to receive informational messages, messages from Eluve, Inc. and notifications about your scheduled events via text message or short message service (“SMS”). You can cancel the SMS service at any time. Just text "STOP" to Us. After you send the SMS message "STOP" to Us, We will send you an SMS message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from Us. If you want to join again, contact Us at privacy@eluve.com. If you are experiencing issues with the messaging program you can get help directly at  privacy@eluve.com. Carriers are not liable for delayed or undelivered messages, and We are not liable for delayed or undelivered messages caused by carrier error. As always, message and data rates may apply for any messages sent to you from Us and to Us from you. If you have any questions about your text plan or data plan, it is best to contact your wireless provider. If you have any questions regarding privacy, please read our Eluve Privacy Policy.

4. Use of Your Information/ Privacy Policy

If you create, transmit, or display information while using the Service, you may provide only information that you own or have the right to use. You will obtain any necessary consents from your practice and/or employer prior to utilizing our Service. You will obtain any necessary consents from patients before uploading or transmitting any personal or Protected Health Information into our System. Eluve, Inc. will only use information you provide as permitted by Our Privacy Policy available at Eluve Privacy Policy and applicable law. The purpose of Our Privacy Policy is to identify the information We collect online, the steps We take to protect it and your choices regarding how that information is used.

You acknowledge and agree that Eluve, Inc. may use your patients’ anonymized, de-identified health information for medical research purposes as permitted pursuant to HIPAA in Title 45 C.F.R. Sections 145.501, 164.508, and 164.512(i) in accordance with applicable law.

5. Intellectual Property

The Service, including without limitation the text, graphics, images, photographs, videos, illustrations, and other content contained therein is owned by Eluve, Inc. or its licensors and is protected under both United States and foreign laws. We grant to you, for your personal purposes as an individual consumer only, a nonexclusive, non-transferrable, non-sublicensable, limited, and revocable right to access and use the Service during the term of this Agreement, so long as you comply with the terms of this Agreement. You agree not to use the Service for any other purpose, including not to a) modify, prepare derivative works of, decompile or reverse engineer the Service (except as and only to the extent any foregoing restriction is prohibited by Applicable Law or regulation); (b) use the Service in a way that abuses or disrupts our networks, user accounts, or the Service including any sales outreach or commercial purposes other than the specific uses permitted by these Terms and Conditions; (c) transmit any harassing, indecent, obscene, fraudulent or unlawful material through the Service; (d) market, sell or resell the Service to any third party or otherwise commercially use the Service; (e) use the Service in violation of any applicable federal, provincial, state, local, or sectoral laws, regulations or ordinances, including without limitation any laws regarding the export of data or software or laws or security and data protection and employment discrimination laws; (f) use the Service to send unauthorized advertising or spam content; (g) harvest, collect, or gather data of other users; (h) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Service, features that prevent or restrict use or copying of any content accessible through the Service or features that enforce limitations on use of the Service; (i) transmit any material that infringes, misappropriates or otherwise violates the intellectual property, privacy or other rights of third parties through the Service; (j) use or attempt to use another user’s account without express written authorization from that user and Eluve, Inc.; (k) impersonate or post on behalf of any person or entity or otherwise misrepresent your affiliation with a person or entity; (l) except as expressly permitted by Eluve, Inc., copy, reproduce, distribute, publicly perform or publicly display all or any portions of the Service; (m) use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from the Service; (n) remove any proprietary rights, notices or markings in the Service; (o) do anything that might discover source code of the Service or bypass measures employed to prevent or limit access to any part of the Service; (p) develop or use any applications that interact with the Service without our prior written consent;  (q) access the Service via a bot or automated software; or (r) otherwise use the Service in any manner that violates these Terms or Applicable Law. Any other use of the Service other than as expressly authorized herein is strictly prohibited and will automatically and immediately terminate any and all licenses granted to you under these terms.

All materials available through the Service may be accessed, downloaded, or printed for the user’s own use and solely within the scope allowable by this Agreement. No other use of these materials is allowed without express written permission of Eluve, Inc.

Any unauthorized use of the words or images from the Service may violate copyright laws, trademark laws, the laws of privacy and publicity, and civil and criminal statutes. The Service includes material that is derived in whole or in part from materials that are copyrighted, including the content, format and layout of the Service. The copyrights are owned by Eluve, Inc., or for licensed content, the content providers.

None of the names, trademarks, service marks and logos of Eluve, Inc. appearing on the Service may be used in any advertising or publicity, or otherwise to indicate Eluve, Inc.’s sponsorship of or affiliation with any product or service without express written permission of Eluve, Inc. Nothing contained within the Service should be construed as granting, by implication, estoppel, waiver, or otherwise, any license or right of use to any trademark displayed on or through the Service without the written permission of Eluve, Inc. or the third-party owner of the trademark, if any. The Service may contain other proprietary notices and copyright information, the terms of which must be observed and followed by you.

You also understand and agree that any and all comments, suggestions, ideas or feedback (collectively, “Feedback”) you provide Us about the Service or any Eluve, Inc. products or offerings, including how to improve them, is or becomes the exclusive property of Eluve, Inc., including any associated rights to such Feedback, and Eluve, Inc. may freely use, copy, make, sell, reproduce or modify Feedback in any manner without consent, obligation or compensation to you.

Notice for Claims of Intellectual Property Violations and Copyright Infringement.

We respond to notices of alleged copyright infringement under the United States Digital Millennium Copyright Act with respect to any items or content on our Website or in our Application.  If you believe that your intellectual property rights, including copyright, trademark, or certain other intellectual property rights of third parties, have been infringed, please notify Us at compliance@eluve.com and We will promptly investigate.

6. Right to Change Terms and Conditions

Eluve, Inc. may, at any time and from time to time, amend this Agreement. Any changes to this Agreement will be effective immediately upon posting of the changed terms and conditions on the Service or Our Website. You agree to periodically review these terms and conditions, and your continued use of the Service following any such change constitutes your agreement to follow and be bound by this Agreement as amended.

7. Computer Equipment, Browser Access, and Internet Services

You are responsible for obtaining, installing, maintaining and operating all software, hardware or other equipment (collectively, “Systems”) necessary for you to access and use the Service. This responsibility includes, without limitation, your utilizing up to date web-browsers and strong encryption, antivirus, anti-spyware, and internet security software. You are additionally responsible for obtaining internet services via the internet service provider of your choice, for any and all fees imposed by such internet service provider and any associated communications service provider charges. You acknowledge that there are certain security, corruption, transmission error, and access availability risks associated with using open networks such as the internet, and by using the Service you expressly assume such risks. You acknowledge that you are responsible for the data security of the Systems used to access the Service, and for the transmission and receipt of information using such Systems. You acknowledge that you have requested access to the Service for your convenience, have made your own independent assessment of the adequacy of your internet and Systems, and that you are satisfied with that assessment. You are responsible for any use of the Systems not necessary for the Services and any risks associated with or arising from such personal use. We are not responsible for any errors or problems that arise from the malfunction or failure of the internet or your Systems. Recording any interactions with Eluve, Inc. employees or agents pursuant to use of the Service is prohibited.

8. Content and Services Accessed through the Eluve, Inc. Service

If You choose to allow a third-party service provider (such as an Electronic Health Record provider) to retrieve, provide, modify or otherwise use health and other information in your account or otherwise share your information with the service provider, it is your sole responsibility to review and approve each such third-party service before sharing your information through or otherwise accessing it. Third-party service providers include both health care providers and other entities. USE OF THESE SERVICES AND RELIANCE ON THIS CONTENT IS SOLELY AT YOUR OWN RISK. ELUVE, INC. MAY NOT BE HELD LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF ANY THIRD-PARTY SERVICE OR CONTENT.

9. Links to Other Sites

Eluve, Inc. may utilize proprietary or third-party AI-algorithms and models and provide third-party-owned content (e.g., articles, data feeds, abstracts, etc.) and may also include hypertext links to third-party-owned websites. We provide such third-party content and links as a courtesy to Our users. We have no control over any third-party owned web sites or content referenced, accessed by or available through the Service and, therefore, We do not endorse, sponsor, recommend or otherwise accept any responsibility for such third party web sites or content or for the availability of such web sites, and your access and use of such third-party content is at your own risk. IN PARTICULAR, WE DO NOT ACCEPT AND EXPRESSLY DISCLAIM ANY LIABILITY ARISING OUT OF ANY ALLEGATION THAT ANY THIRD-PARTY OWNED CONTENT (WHETHER PUBLISHED ON THE SERVICE, OR ANY OTHER, WEB SITE) INFRINGES THE INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON OR ANY LIABILITY ARISING OUT OF ANY INFORMATION OR OPINION CONTAINED ON SUCH THIRD-PARTY WEB SITE OR CONTENT. If you link to third-party sites from Eluve, Inc., you should consult the policy statements of each site you visit.

10. Payment

If Eluve decides to charge for any portion of a Service, such charges and terms of payment will be disclosed to you and effective upon thirty (30) days’ prior notice from Eluve. You authorize Eluve, Inc. to submit payment to your designated credit card or method of payment on file. You are responsible for any fees owed to Us as part of your use of the Service.

11. Disclaimer of Warranty; Limitation of Liability

By using the Service, you agree and represent to Eluve, Inc. that you have the power and legal authority to accept and agree to these terms and conditions on behalf of yourself and that you own all of the legal rights to the information you provide and grant the rights and licenses granted herein; and all information that you provide to Eluve, Inc. or its employees and/or affiliates is accurate, complete, and true when provided.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE SERVICE ARE PROVIDED AND USED AT YOUR SOLE RISK. THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. ELUVE, INC. DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES WITH REGARD TO THE INFORMATION, SERVICES AND MATERIALS CONTAINED ON THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS, IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ACCURACY, AND/OR TIMELINESS. YOUR USE OF THE SERVICE IS AT YOUR OWN RISK AS WELL AS ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ACCESS TO THE SERVICE MAY BE INTERRUPTED AND INFORMATION, SERVICES AND MATERIALS MAY NOT BE ERROR-FREE. NONE OF ELUVE, INC., ITS SUPPLIERS OR ANYONE ELSE INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICE OR THE INFORMATION, SERVICES, AND MATERIALS CONTAINED THEREIN ASSUMES ANY LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION, SERVICES, AND MATERIALS PROVIDED ON THE SERVICE; THEY ALSO SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF YOUR USE OF, OR INABILITY TO USE THE SERVICE FOR ANY REASON. ELUVE, INC. DO NOT WARRANT THAT THE SERVICES OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE WITH, OR WORK WITH ANY OF ELUVE, INC., ITS LICENSEES, OR ANY THIRD PARTY SOFTWARE, SYSTEM, OR OTHER PRODUCTS OR SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR-FREE. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THIS AGREEMENT AND THE SERVICE WOULD NOT BE PROVIDED TO YOU ABSENT SUCH LIMITATIONS. PLEASE NOTE THAT SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, ELUVE, INC. SHALL NOT BE LIABLE TO YOU IN RESPECT OF ANY CLAIM, DEMAND, OR ACTION, IRRESPECTIVE OF THE NATURE OF THE CAUSE OF THE CLAIM, DEMAND, OR ACTION, ALLEGING ANY LOSS, INJURY, OR DAMAGES, DIRECT OR INDIRECT, WHICH MAY RESULT HEREUNDER OR FROM ANY ACT OR OMISSION BY ELUVE, INC. OR ANY OTHER PARTY RELATED TO THIS AGREEMENT, INCLUDING FROM THE USE OR POSSESSION OF THE SERVICE OR END USER DATA, OR FOR ANY LOSS OF PROFIT, REVENUE, CONTRACTS, OR SAVINGS, OR ANY OTHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST OR CORRUPTED DATA,  COMPUTER FAILURE OR MALFUNCTION OR INTERRUPTION OF BUSINESS) ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE SERVICE, ANY DEFECT IN THE SERVICE, OR OTHERWISE UNDER THIS AGREEMENT, INCLUDING A BREACH HEREOF, WHETHER IN AN ACTION IN CONTRACT, TORT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY, EVEN IF ELUVE, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE FORESEEABLE.  TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, ELUVE, INC.’S TOTAL AGGREGATE LIABILITY WITH RESPECT TO ANY CLAIM OR ACTION ARISING UNDER THIS AGREEMENT, OR OTHERWISE WITH RESPECT TO THE SERVICE, SHALL NOT EXCEED $1.00.

ELUVE, INC. SHALL NOT BE LIABLE FOR ANY LOSS OF PROFIT, REVENUE, CONTRACTS, OR SAVINGS, OR ANY OTHER INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.

SOME STATES (INCLUDING NEW JERSEY), TERRITORIES, AND COUNTRIES DO NOT ALLOW CERTAIN LIABILITY EXCLUSIONS OR DAMAGES LIMITATIONS; PROVIDED, HOWEVER, THAT, IN THE EVENT ANY SUCH LIABILITY EXCLUSION AND/OR DAMAGES LIMITATION IS DECLARED INVALID OR UNENFORCEABLE, SUCH LIABILITY EXCLUSION AND/OR DAMAGES SHALL BE ENFORCED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY RELEASE AND WAIVE ALL CLAIMS AGAINST ELUVE, INC. AND ITS OFFICERS, DIRECTORS, MANAGERS, PARTNERS, MEMBERS, SHAREHOLDERS, AGENTS, LICENSORS, CO-BRANDERS, REPRESENTATIVES, AND EMPLOYEES AND ITS AFFILIATES FROM ANY AND ALL LIABILITY FOR CLAIMS, DAMAGES (INCLUDING ACTUAL AND/OR CONSEQUENTIAL), COSTS, AND EXPENSES (INCLUDING LITIGATION COSTS AND ATTORNEYS' FEES) OF EVERY KIND AND NATURE, ARISING FROM OR IN ANY WAY RELATED TO THIS AGREEMENT OR YOUR USE OF THE SERVICE.

11. Indemnification

You agree to the maximum extent permitted by applicable law to indemnify, defend, and hold harmless Eluve, Inc. and its suppliers and their respective affiliates, employees, officers, directors, managers, partners, members, shareholders, agents, servants, licensors, co-branders, representatives, employees and representatives of each from any third-party liability, loss, claim, suit, judgment, demand, cost, damage, and expense (including reasonable attorneys' fees and expenses) (each a “Claim”) related to (i) your violation or breach of this Agreement; (ii) your misuse of the Service, including any features, functionality, tools, content or promotions available through the Service; (iii) your posting of material to the Service; (iv) your misrepresentation, gross negligence or willful misconduct; and (v) your breach of federal, provincial, state, local, or other applicable laws or regulations.

Eluve, Inc. shall use good faith efforts to provide You with written notice of such Claim. Eluve, Inc. reserves the right, in Eluve, Inc.’s sole discretion, to assume the exclusive defense, control, and settlement of any Claim with legal counsel of Eluve, Inc.’s choice at the expense of You, and, in such case, You agree to fully cooperate with Eluve, Inc. in the defense of any such Claim. You may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by Eluve, Inc. or bind Eluve, Inc. in any manner, without Eluve, Inc.’s prior written consent.

12.  Dispute Resolution

PLEASE READ THIS ENTIRE SECTION CAREFULLY BECAUSE IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM ELUVE, INC. NO CLASS OR REPRESENTATIVE ACTIONS ARE ALLOWED, AND THIS SECTION PRECLUDES YOU FROM HAVING A JURY TRIAL.

12.1  NO REPRESENTATIVE ACTIONS.  YOU AND ELUVE, INC. AGREE THAT ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE IS PERSONAL TO YOU AND ELUVE, INC. AND THAT ANY DISPUTE WILL BE RESOLVED SOLELY THROUGH INDIVIDUAL ACTION, AND WILL NOT BE BROUGHT AS A CLASS ACTION OR ANY OTHER TYPE OF REPRESENTATIVE PROCEEDING.

12.2 NO JURY TRIAL.  YOU AND ELUVE, INC. EACH WAIVE ANY AND ALL RIGHTS TO A JURY TRIAL ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE.

12.3 ANY CLAIM THAT YOU WISH TO ASSERT AGAINST ELUVE, INC. OR ANOTHER ELUVE, INC. PARTY MUST BE FILED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION UNDERLYING SUCH CLAIM FIRST AROSE, OTHERWISE, THE DISPUTE IS PERMANENTLY BARRED, WHICH MEANS THAT YOU WILL NOT HAVE THE RIGHT TO ASSERT THE CLAIM IF YOU FAIL TO NOTIFY ELUVE, INC. OF THE DISPUTE WITHIN SUCH TIME PERIOD.

12.4  IF ANY PORTION OF THIS SECTION 12 IS FOUND UNENFORCEABLE OR UNLAWFUL FOR ANY REASON, (A) THE UNENFORCEABLE OR UNLAWFUL PROVISION SHALL BE SEVERED FROM THESE TERMS; (B) SEVERANCE OF THE UNENFORCEABLE OR UNLAWFUL PROVISION SHALL HAVE NO IMPACT WHATSOEVER ON THE REMAINDER OF THIS SECTION 12.

13.  Applicable Law

If you choose to access the Services from or use the Services outside the United States, you do so on your own initiative and you are solely responsible for complying with applicable local laws in your country. To the extent permissible by law, Eluve, Inc. accepts no responsibility or liability for any damage or loss caused by your accessing or use of the Services outside of the United States. You agree that the statutes and laws of the State of California, without regard to any principles of conflicts of law, will apply to any and all matters relating to the use of the Service. Any dispute between Eluve, Inc. and you related to this Agreement shall be resolved exclusively in and by the state and federal courts of the State of California in Los Angeles county.

14. Modification and Termination of the Eluve, Inc. Service

You may terminate your use of the Service at any time by not using the Service anymore. Eluve, Inc. reserves the right to suspend or terminate Service for any reason it deems appropriate at any time, including, but not limited to, nonpayment for Services, a belief that your conduct or your use of the Service violates any of these terms or applicable laws or is harmful to the interests of Eluve, Inc., its clients or any other users, your abusive, harassing, threatening or otherwise inappropriate behavior, or illegal or inappropriate conduct, such as falsifying information to receive Service. Eluve, Inc. also may place limits on, modify, suspend, or terminate the Service generally, as it deems appropriate or in response to a legal or regulatory change, to you and/or specific users authorized with your practice, and may modify, suspend or terminate your use of the Service if you fail to comply with this Agreement. This suspension or termination may delete your information, files, and other previously available content except where prohibited by law. If Eluve, Inc. terminates the Service or your use of the Eluve, Inc. Service, these terms and conditions shall continue to be effective, including Sections 2, 4, 5, 8, 9, 10, 11, 12, 13, 14, 15, 16, and 17, to the extent not otherwise prohibited by law.

15. Your Responsibilities

You are responsible for adhering to the following principles when using the Services:

17. General Legal Terms

If you have not signed a separate written agreement with Eluve, Inc. related to the Service, this Agreement, along with the related Privacy Policy, is the entire agreement between you and Eluve, Inc. related to the Service, replacing any prior agreements. If there is any conflict between this Agreement and a signed written agreement between you and Eluve, Inc. related to the Service, this Agreement will control. If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the remaining provisions of the Agreement remain in full force, provided that the essential terms and conditions of this Agreement remain valid, binding and enforceable and the economic and legal substance of the transactions contemplated by the Agreement are materially preserved. You may not assign, transfer, or delegate any of your rights or obligations under these terms and conditions, without Our prior written consent. Eluve, Inc. may assign, transfer, or delegate Our rights and obligations under these terms and conditions, in whole or in part, in Our sole discretion. The United States export control laws regulate the export and re-export of technology originating in the United States. This includes the electronic transmission of information and software to foreign countries and to certain foreign nationals. You agree to abide by these laws and their regulations. Nothing in this Agreement creates an agency, partnership, or joint venture. Failure to enforce any provision will not constitute a waiver of that provision.

18. Medical Advice

Eluve, Inc. does not provide clinical or healthcare services. The Service, including any AI-generated output derived from the same, is not intended to replace the services of a licensed, trained, in-person physician or other health professional or be a substitute for medical advice of a physician or trained health professional licensed in your state. Instead our Services, including our AI system, are a tool that assist a licensed provider with the origination and manipulation of various physical and digital media, including but not limited to EHR, text, visual and/or audio healthcare recordings such as patient/provider treatment and provider follow-up case notes.  You hereby agree that you shall not make any health or medical related decision or treatment recommendation for a patient based in whole or in part on anything contained in the Service.

Any content accessed through the Service that may be provided by Eluve, Inc. or a third- party is not intended to cover all possible uses, directions, precautions, drug interactions, or adverse effects. The Service should not be used during a medical emergency.

Reference to any product, recording, event, process, publication, service, or offering of any third party by name, trade name, trademark, service mark, company name, or otherwise, does not constitute or imply the endorsement or recommendation of such by Eluve, Inc.

Call 911 for all medical emergencies. ELUVE, INC. MEDICAL INC. IS NOT RESPONSIBLE OR LIABLE FOR ANY MEDICAL ADVICE, COURSE OF TREATMENT, DIAGNOSIS OR ANY OTHER INFORMATION, SERVICES OR PRODUCTS RENDERED AS A RESULT OF UTILIZATION OF THE SERVICE.

19. Contact Information. Eluve, Inc. is headquartered in Delaware in the United States of America.

Eluve, Inc.

8605 Santa Monica Blvd. PMB 880383 West Hollywood, CA 90069-4109 Last updated on August 8, 2024

Eluve Privacy Policy