Last Updated: Nov 28, 2022
ACCEPTANCE OF TERMS
Welcome to Scribence. These Terms of Service (“Terms,” “Agreement”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you,” “your,” “Client”) and Scribence (“we,” “us,” “our,” “Company”), concerning your access to and use of our services, including our Professional Medical Scribe Services and Medical Scribe Training Programs, accessible via our website, platforms, and personnel (collectively, the “Services”).
You acknowledge that you have read, understood, and agree to be bound by all of these Terms. If you do not agree with all of these Terms, you are expressly prohibited from using the Services and must discontinue use immediately.
1. DEFINITIONS
1.1. “Client” refers to any individual or entity that registers for, purchases, or uses the Professional Medical Scribe Services.
1.2. “Student” refers to any individual who enrolls in and participates in the Medical Scribe Training Programs.
1.3. “Protected Health Information (PHI)” has the meaning given under the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and refers to any individually identifiable health information.
1.4. “Business Associate Agreement (BAA)” refers to the separate agreement governing the handling of PHI between Scribence and its Client, who is a Covered Entity or Business Associate under HIPAA.
1.5. “Content” refers to all information, data, text, software, music, sound, photographs, graphics, video, messages, or other materials.
1.6. “User Account” refers to the unique account created for you to access our Services.
2. SERVICES DESCRIPTION
2.1. Professional Medical Scribe Services: We provide trained medical scribes to assist healthcare providers with clinical documentation. These services may be delivered in-person or remotely. Scribes work under the direct supervision and guidance of the Client’s authorized healthcare provider.
2.2. Medical Scribe Training Programs: We offer educational programs designed to train individuals to become proficient medical scribes. These programs include theoretical instruction, practical assessments, and may involve externship opportunities.
3. USER REGISTRATION AND ACCOUNT
3.1. Eligibility: You must be at least 18 years of age to use our Services. By using our Services, you represent and warrant that you meet this age requirement.
3.2. Account Information: You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate.
3.3. Security: You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized access or use of your account.
4. PAYMENT TERMS
4.1. Fees: You agree to pay all fees as specified in your service order form or training program enrollment agreement (“Order Form”).
4.2. Billing Cycle: Fees for subscription services will be billed in advance on a recurring basis (e.g., monthly, annually). Training program fees are due as outlined in the enrollment agreement.
4.3. Payment Authorization: You authorize Scribence to charge all sums as described in these Terms to the payment method designated in your account.
4.4. Price Changes: We reserve the right to adjust service fees at any time. We will provide you with at least thirty (30) days’ notice of any fee changes.
4.5. Taxes: All fees are exclusive of all applicable taxes, levies, or duties, which are your responsibility.
5. TERM AND TERMINATION
5.1. Term: This Agreement commences on the date you accept it and continues until terminated in accordance with these Terms.
5.2. Termination for Cause: Either party may terminate this Agreement for a material breach by the other party that remains uncured for thirty (30) days after written notice.
5.3. Termination for Convenience: Clients may terminate subscription services as per the terms in their Order Form. Scribence reserves the right to terminate or suspend access to Services immediately for any violation of these Terms.
5.4. Effect of Termination: Upon termination, your right to use the Services will cease immediately. All provisions of these Terms which by their nature should survive termination shall survive, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
6. DATA PRIVACY AND SECURITY (HIPAA COMPLIANCE)
6.1. Business Associate Agreement (BAA): For Clients receiving Medical Scribe Services, the use of PHI is governed by a separate BAA. In the event of a conflict between these Terms and the BAA, the terms of the BAA shall control with respect to PHI.
6.2. Data Handling: We implement and maintain industry-standard administrative, physical, and technical safeguards designed to protect the confidentiality, integrity, and availability of all data you provide, especially PHI.
6.3. Privacy Policy: Our collection and use of personal information is also governed by our Privacy Policy, which is incorporated herein by reference.
7. INTELLECTUAL PROPERTY RIGHTS
7.1. Our IP: The Services, including their original content, features, functionality, software, and documentation, are and will remain the exclusive property of Scribence and its licensors. Our trademarks and trade dress may not be used without our prior written consent.
7.2. Your Data: As between the parties, you retain all intellectual property rights in the data, including PHI, that you submit to the Services (“Client Data”). You grant Scribence a limited, non-exclusive, royalty-free license to use, host, and process the Client Data solely for the purpose of providing the Services to you.
7.3. Training Materials: All training materials, including manuals, videos, software, and assessments provided in our Training Programs, are the proprietary property of Scribence. You are granted a limited, non-transferable, non-sublicensable, revocable license to use these materials solely for the purpose of participating in the Training Program.
8. USER RESPONSIBILITIES AND CONDUCT
8.1. Lawful Use: You agree to use the Services only for lawful purposes and in accordance with these Terms and all applicable local, state, national, and international laws and regulations.
8.2. Prohibited Activities: You agree not to:
* Use the Services in any way that violates HIPAA or any other healthcare privacy law.
* Upload or transmit any malicious code, such as viruses or harmful data.
* Attempt to gain unauthorized access to any part of the Services or any other network connected to the Services.
* Interfere with or disrupt the integrity or performance of the Services.
* Use the Services to infringe upon the intellectual property rights of others.
9. DISCLAIMER OF WARRANTIES & MEDICAL DISCLAIMER
9.1. Services “As Is”: THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
9.2. MEDICAL DISCLAIMER: SCRIBENCE DOES NOT PROVIDE MEDICAL ADVICE. OUR MEDICAL SCRIBE SERVICES ARE SOLELY FOR ADMINISTRATIVE AND DOCUMENTATION SUPPORT. OUR SCRIBES ARE NOT LICENSED HEALTHCARE PROFESSIONALS. THE CLIENT’S HEALTHCARE PROVIDER REMAINS SOLELY RESPONSIBLE FOR ALL MEDICAL DECISIONS, DIAGNOSES, AND TREATMENTS, AND FOR REVIEWING, VERIFYING, AND AUTHENTICATING ALL DOCUMENTATION PRODUCED BY OUR SCRIBES. SCRIBENCE SHALL HAVE NO LIABILITY FOR CLINICAL DECISIONS MADE BASED ON THE DOCUMENTATION WE PROVIDE.
10. LIMITATION OF LIABILITY
10.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SCRIBENCE, ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:
(I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES;
(II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES;
(III) ANY CONTENT OBTAINED FROM THE SERVICES; AND
(IV) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.
10.2. OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO SCRIBENCE IN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
11. INDEMNIFICATION
You agree to defend, indemnify, and hold harmless Scribence, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, and agents from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms, your use of the Services, or your infringement of any third-party right.
12. GOVERNING LAW AND DISPUTE RESOLUTION
12.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of law principles.
12.2. Dispute Resolution: The parties agree that any dispute, claim, or controversy arising out of or relating to these Terms shall be resolved by binding arbitration in Chicago, Illinois, in accordance with the rules of the American Arbitration Association. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
13. MISCELLANEOUS
13.1. Entire Agreement: These Terms, together with our Privacy Policy and any applicable BAA or Order Form, constitute the sole and entire agreement between you and Scribence regarding the Services and supersede all prior understandings.
13.2. Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
13.3. Force Majeure: We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including acts of God, war, terrorism, pandemics, or internet service failures.
13.4. Changes to Terms: We reserve the right, at our sole discretion, to modify or replace these Terms at any time. We will provide notice of material changes. By continuing to access or use our Services after those revisions become effective, you agree to be bound by the revised terms.
14. CONTACT INFORMATION
If you have any questions about these Terms of Service, please contact us at:
Scribence Legal Department
Address: 200 S Michigan Ave, Chicago, IL 60604
Email: legal@scribence.com