MediBrief, LLC Terms and Conditions

These Terms and Conditions (the “Agreement”) constitute a binding contract between you (“client,” “you,” or “your”) and MediBrief, LLC (“MediBrief,” “we,” “us” or “our”). This Agreement governs your access to and use of our services, including but not limited to medical record and billing summarization and chatbot features (collectively, the “Services”).

THIS AGREEMENT TAKES EFFECT WHEN YOU CHECK THE BOX INDICATING YOUR AGREEMENT TO MEDIBRIEF'S TERMS AND CONDITIONS AND PRIVACY POLICY OR BY ACCESSING OR USING THE SERVICES (the 'Effective Date'). By checking the box or by accessing or using the Services, you:

1. Acknowledge that you have read and understand this Agreement;
2. Represent and warrant that you have the right, power, and authority to enter into this Agreement and, if entering into this Agreement for an organization, that you have the legal authority to bind that organization; and
3. Accept this Agreement and agree that you are legally bound by its terms.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

1. Definitions:

  • Authorized User means Client and Client's employees, consultants, contractors, and agents (i) who are authorized by Client to access and use the Services under the rights granted to Client pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.

  • Client Data means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Client or any other Authorized User through the Services.

  • Documentation means MediBrief’s user manuals, guides, medical chronologies and medical billing summaries, and resources related to the Services provided by MediBrief to Client either electronically or in hard copy form.

  • Services means the comprehensive service package provided by MediBrief, including: (1) a medical chronology; (2) a medical billing summary; and (3) the AI-powered Juris chatbot. Detailed descriptions of the service package are available on MediBrief's website: www.medibrief.com.

  • Standard Delivery means that MediBrief will complete the requested summary within two (2) business days from the time the order is received.

  • 24-Hour Rush Service means authorized users may request expedited delivery for an additional fee. This service guarantees completion of the summary within 24 hours, including weekends and holidays.  If MediBrief fails to meet this deadline, the authorized user will be eligible for a reimbursement of the total summary cost at a percentage set forth by MediBrief.  Please note that delays resulting from incomplete submissions by the authorized user, technical issues beyond MediBrief’s control, or force majeure events do not qualify for reimbursement. By selecting the 24-Hour Rush Service, the authorized user agrees to these terms and acknowledges the conditions outlined herein.

  • Summary Credit means MediBrief provides credit(s) to authorized users, allowing them to upload up to 2,000 pages for a single case submission at no additional charge.  These credits are issued at MediBrief’s discretion and are provided free of cost.  Summary Credits are non-transferable, non-refundable, and intended solely for use by the authorized user.  They cannot be exchanged for cash or any other form of compensation.

  • MediBrief IP means the Services, the Documentation, and all related intellectual property provided to the Client or any other Authorized User in connection with these offerings. It also covers aggregated data, statistics, and other information generated through the Client’s use of the Services. However, MediBrief IP does not include Client Data.

  • Third-Party Products means any products, content, services, information, websites, or other materials owned by third parties that are integrated into or accessible through the Services.

2. Access and Use:

  • Provision of Access:  Subject to the terms and conditions of this Agreement, MediBrief hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services solely for your internal business operations in the United States and Canada by Authorized Users. MediBrief may provide you with the necessary access credentials to allow you to access the Services.

  • Documentation License:  Subject to the terms and conditions contained in this Agreement, MediBrief hereby grants you a non-exclusive, non-sublicensable, non-transferable license for Authorized Users to use the Documentation during the Term solely for your internal business purposes in connection with the use of the Services

  • Third Party Software Required:  Documentation may be delivered in PDF.  To access and use such documentation, you will need to have a PDF reader (e.g., Adobe Acrobat) installed on your computer or tablet device. We do not license or provide such third-party software to you.

  • Use Restrictions: the Client shall not, and shall not permit any Authorized Users to, use the Services, any software component of the Services, or Documentation for purposes beyond the scope of the access granted in this Agreement. The Client shall not, directly or indirectly, and shall not permit any Authorized Users to:

    • Copy, modify, or create derivative works of the Services;

    • rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation to third parties except as expressly permitted under this Agreement;

    • reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part;

    • use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule.

  • Aggregated Statistics:  MediBrief may monitor Client's use of the Services and collect and compile data and information related to Client's use of the Services to be used by MediBrief in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services ("Aggregated Statistics"). As between MediBrief and Client, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by MediBrief. You acknowledge that MediBrief may compile Aggregated Statistics based on Client Data input into the Services. You agree that MediBrief may use and disclose Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Client or Client's Confidential Information.

  • Reservation of Rights:  MediBrief reserves all rights not expressly granted to Client in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Client or any third party any intellectual property rights or other right, title, or interest in or to MediBrief IP.

  • Suspension of Access:  MediBrief may temporarily or permanently suspend the Client’s and any Authorized User’s access to any portion or all of the Services if:

  • (i) MediBrief reasonably determines that (A) there is a threat or attack on any of the MediBrief IP; (B) Client's or any other Authorized User's use of the MediBrief IP disrupts or poses a security risk to the MediBrief IP or to any other client or vendor of MediBrief; (C) Client or any other Authorized User is using the MediBrief IP for fraudulent or illegal activities; (D) subject to applicable law, Client has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) MediBrief's provision of the Services to Client or any other Authorized User is prohibited by applicable law; or

  • (ii) any vendor of MediBrief has suspended or terminated MediBrief's access to or use of any third-party services or products required to enable Client to access the Services, a "Service Suspension". MediBrief shall use commercially reasonable efforts to provide written notice of any Service Suspension to Client and to provide updates regarding resumption of access to the Services following any Service Suspension. MediBrief shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Services Suspension is cured. MediBrief will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Client or any other Authorized User may incur as a result of a Service Suspension.

3. Customer Responsibilities:

  • Account Use: You are responsible and liable for all uses of the Services and Documentation resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Services and shall cause Authorized Users to comply with such provisions.

  • Client Data: You hereby grant to MediBrief a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Client Data and perform all acts with respect to the Client Data as may be necessary for MediBrief to provide the Services to you, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Client Data incorporated within the Aggregated Statistics. You will ensure that Client Data and any Authorized User's use of Client Data will not violate any policy or terms referenced in or incorporated into this Agreement or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Client Data, including ensuring that all Client Data complies with applicable laws and regulations, including but not limited to the Health Insurance Portability and Accountability Act (HIPAA) and other relevant data protection and privacy laws. MediBrief assumes no responsibility for Client’s compliance with such laws.

  • Passwords and Access Credentials: If you become a registered user with account credentials, you will be responsible for keeping your passwords and access credentials associated with the Services confidential. You will not sell or transfer them to any other person or entity. You will promptly notify us about any unauthorized access to your passwords or access credentials.

4. Fees and Payment:

In consideration for the Services, you shall pay MediBrief the applicable fees in U.S. Dollars for the Services selected and agreed to by you during the Service ordering process (the "Fees").

All Fees and other amounts payable by Client under this Agreement are exclusive of taxes and similar assessments.

5. Confidential Information:

From time to time during the Term, MediBrief and Client may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether or not marked, designated, or otherwise identified as "confidential" at the time of disclosure (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is:

a) in the public domain;
b) known to the receiving party;
c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or
d) independently developed by the receiving party.

The receiving party shall not disclose the disclosing party's Confidential Information to any person or entity, except to the receiving party's employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement.

Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party's rights under this Agreement, including to make required court filings. Each party's obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the receiving party and will expire five years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

6. Intellectual Property Ownership Feedback:

As between you and us,

(a) we own all right, title, and interest, including all intellectual property rights, in and to the Services and

(b) you own all right, title, and interest, including all intellectual property rights, in and to Client Data.

If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, Juris Chatbot, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback.

7. Limited Warranty and Warranty Disclaimer:

(a) MediBrief Warranty: MediBrief warrants that it provides Services using a commercially reasonable level of care and skill. THE FOREGOING WARRANTY DOES NOT APPLY, AND MEDIBRIEF STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.

(b) MediBrief Disclaimer: MEDIBRIEF UTILIZES ADVANCED AI AND NLP TECHNOLOGY, COMBINED WITH RIGOROUS VALIDATION PROCESSES, TO DELIVER HIGHLY ACCURATE RESULTS. HOWEVER, DESPITE THESE SAFEGUARDS, OCCASIONAL ERRORS MAY STILL OCCUR. MEDIBRIEF DOES NOT PROVIDE LEGAL OR MEDICAL ADVICE RELATED TO THE MEDICAL RECORDS OR DATA SUMMARIZED. THE SERVICES ARE INTENDED AS A TOOL TO ASSIST CLIENTS, AND IT REMAINS THE CLIENT’S RESPONSIBILITY TO REVIEW AND VERIFY THE ACCURACY OF ALL DATA AND SUMMARIES PROVIDED.

(c) Client Warranty. You warrant that you own all right, title, and interest, including all intellectual property rights, in and to Client Data and that both the Client Data and your use of the Services will be in compliance with this Agreement.

(d) EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 7(a). THE SERVICES ARE PROVIDED "AS IS" AND MEDIBRIEF SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. MEDIBRIEF SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. MEDIBRIEF MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S OR ENTITY'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY'S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. CLIENT ACKNOWLEDGES THAT THE SERVICES USE ARTIFICIAL INTELLIGENCE AND NATURAL LANGUAGE PROCESSING TECHNOLOGIES TO PROCESS AND SUMMARIZE CLIENT DATA. MEDIBRIEF MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE RESULTS OF THE SERVICES WILL BE ACCURATE, UNINTERRUPTED, ERROR-FREE, OR MEET CLIENT'S REQUIREMENTS. CLIENT IS FULLY RESPONSIBLE TO REVIEW AND VALIDATE THE SERVICE RESULTS TO CONFIRM ACCURACY. IN NO EVENT WILL MEDIBRIEF BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY CLIENT ACTIONS OR OMISSIONS IN RELIANCE ON THE RESULTS OF THE SERVICES.

8. Indemnification:

(a) MediBrief Indemnification. MediBrief shall indemnify, defend, and hold harmless Client from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees ("Losses") incurred by Client resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights, provided that Client promptly notifies MediBrief in writing of the Third-Party Claim, cooperates with MediBrief, and allows MediBrief sole authority to control the defense and settlement of such Third-Party Claim. This Section B (a) will not apply to the extent that any such Third-Party Claim arises from Client Data or Third-Party Products.

(b) Client Indemnification. Client shall indemnify, hold harmless, and, at MediBrief's option, defend MediBrief and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all Losses arising from or relating to any Third-Party Claim that the Client Data, or any use of the Client Data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights; or based on Client's or any Authorized User's negligence or willful misconduct or use of the Services in a manner not authorized by this Agreement; provided that Client may not settle any Third-Party Claim against MediBrief unless MediBrief consents to such settlement, and further provided that MediBrief will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

9. Limitations of Liability:

IN NO EVENT WILL MEDIBRIEF BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER MEDIBRIEF WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL MEDIBRIEF'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID TO MEDIBRIEF UNDER THIS AGREEMENT IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION 9 DO NOT APPLY TO THE PARTIES' OBLIGATIONS UNDER SECTIONS 3 AND 8.

10. Term:

(a) Term. The term of this Agreement begins on the Effective Date and continues until we complete the Services by delivering the Service deliverables to you (the "Term"). If you wish to purchase additional Services thereafter, you may do so by placing a new Services order, which will be governed by the Services Terms and Conditions applicable at the time you place the order.

(b) Survival. Any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.

11. Modifications:

MediBrief reserves the right, at its sole discretion, to modify or replace any part of this Agreement. Any changes will become effective immediately upon posting the revised Agreement unless otherwise stated. MediBrief may notify Clients of material changes via email or through the Services. Continued use of the Services following any changes constitutes acceptance of the revised Agreement. It is the Client's responsibility to regularly review this Agreement for updates.

12. Export Regulation:

The Services utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Services or the software or technology included in the Services to, or make the Services or the software or technology included in the Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services or the software or technology included in the Services available outside the US.

13. Governing Law and Jurisdiction:

This agreement is governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Florida. Except as otherwise set forth herein, any legal suit, action, or proceeding arising out of or related to this agreement or the rights granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Florida, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

14. Miscellaneous:

This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to MediBrief at the address set forth below and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us.

MediBrief, LLC
Attn: Legal Department
300 SE 2nd Street, Suite 600, Fort Lauderdale, FL 33301

You hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of our obligations hereunder.