Abridge

"i. Attempt to reverse engineer, decompile, disable, disassemble, modify, copy, translate, or disrupt the features, functionality, integrity, or performance of the Platform, or sublicense, resell or time share the Platform;"

" In using the Platform, You should refrain from any abusive, dangerous, or threatening behavior. We reserve the right to immediately suspend, block and/or terminate Your access to or use of the Platform if, in our sole discretion, such behavior is exhibited. As a condition of Your access to or use of the Platform, You agree to:"

" IN NO EVENT WILL WE OR OUR LICENSORS OR SUPPLIERS HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL OUR OR OUR LICENSORS OR SUPPLIERS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR USE OF THE ABRIDGE SERVICES OR PLATFORM BY YOU (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY (INCLUDING NEGLIGENCE)) EXCEED THE GREATER OF $1,000 OR THE AMOUNT PAID OR PAYABLE TO ABRIDGE UNDER ANY AGREEMENT, SOW, OR ORDER FORM IN THE PREVIOUS TWELVE (12) MONTHS. THE FOREGOING WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. YOU AGREE THAT THE TERMS IN THIS LIMITATION OF LIABILITY SECTION ALLOCATES THE RISKS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS."

"YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT 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. PLEASE REVIEW SECTION 17 (“DISPUTE RESOLUTION AND ARBITRATION”) OF THESE TERMS FOR THE DETAILS REGARDING YOUR AGREEMENT TO ARBITRATE ANY DISPUTES WITH ABRIDGE AND YOUR ABILITY TO OPT-OUT."

" An Abridge Account and the Platform may be provided to you free of cost through a third party partner, such as your health system or a health insurance company with whom you have a relationship. Please note, however, that if the Platform or any other services or products are provided to You, We reserve the right to make those services, updates, upgrades, new versions, or other products that incorporate those services (collectively, “Future Products”) available for a fee, and we will have no obligation to provide Future Products to You for free. Future Products may also be subject to separate fees and/or agreements for such Future Products. You acknowledge that you are responsible for all fees and expenses related to accessing or using the Platform including internet service provider fees."

"You agree that You own or have the necessary rights, permissions and consents to all of Your Account Data and that use of the Account Data does not infringe, misappropriate or violate any third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable laws, rules or regulations. You are solely responsible for receiving and managing any necessary consent or authorization needed to record or transcribe your patients. You agree to grant us a worldwide, non-exclusive license to access, use, export, process, copy, distribute, perform and display the Account Data in accordance these Terms including to provide, maintain and support the Abridge Services, to prevent or respond to security issues, to provide support or respond to technical issues, as required by law, as permitted by these Terms and as permitted by Your instructions. You are responsible for safeguarding Your account login credentials. You are also responsible for all of the activity within Your account, whether or not You authorized that activity. We will not be responsible for any damages, losses or liability if credentials or any account is not kept confidential by You, or information provided by an unauthorized third party logging into and accessing the Platform. You should immediately notify us of any unauthorized access to or use of Your account. We may review activity in connection with the Platform for compliance purposes, but we have no obligation to do so. "

"We aren't responsible for the content of any Account Data or the way You use the Platform to transmit, store or process any Account Data. If we believe, however, that there is a violation of these Terms, we may suspend or block the Platform or take any steps that we determine necessary, including with respect to Account Data, if we believe there is or may be a violation of any laws, rules or regulations or a risk of harm to Us, the Platform, any patient, other users or any third party. ‍ (d) Communications. By accessing or using the Platform, You consent to the use of Your Account Data to contact You via email, text message (SMS) or other electronic means in connection with the provision of the Abridge Services. Standard text or data charges may apply to communications. By registering for an account, You agree that such registration constitutes Your electronic signature, and You consent to electronic provision of all disclosures and notices from Us including those required by law. You also agree that Your electronic consent will have the same legal effect as a physical signature. You agree that we can provide notices regarding the Abridge Services to You through the Platform (including Your account), or by mailing notice to the email address identified in Your account. Notices may include notifications about Your account, changes to the Abridge Services, or other information we are required to provide to You. "

"You also agree that electronic delivery of a notice has the same legal effect as if we provided You with a physical copy. We will consider a notice to have been received by You within twenty-four (24) hours of the time a notice is either posted to the Platform or emailed to You. You also authorize us to provide notices to You via text (SMS) message to allow us to verify Your control over Your account and to provide You with notices about Your account and/or Your interactions with patients. Standard text or data charges may apply to such notices. Where offered, You may disable text message notifications by responding to any such message with “STOP”, or by following instructions provided in the message. However, by disabling text messaging, You may be disabling important features of the Abridge Services and You therefore assume any risk of such disablement."

" The term of this Agreement begins on the date You agree to these Terms or use the Platform (“Effective Date”) and will continue until either Party terminates these Terms by way of notice to the other Party. If You are using the Platform by way of a controlling entity such as a health system, such third party may also terminate Your access to the Platform and access to Your Platform account. Abridge may suspend or terminate access to the Platform or any account if Abridge deems such suspension reasonably necessary to prevent any data breach or legal liability, without limiting any other remedies available at law or in equity."

" You will defend Us and our affiliates and our respective employees, partners, officers, directors, agents, successors and assigns (collectively, the “Indemnified Party(ies)”) from and against any and all third party claims, actions, suits, proceedings, and demands arising from or related to Your violation of the these Terms (including the or the AUP) (“Claim(s)”), and will indemnify the Indemnified Parties for all reasonable attorneys’ fees incurred and damages and other costs finally awarded against any Indemnified Party in connection with or as a result of, and for amounts paid by an Indemnified Party under a settlement You approve in connection with, a Claim. We agree to provide You with notice of any Claim and allow You the right to assume the exclusive defense and control, and cooperate with any reasonable requests in assisting Your defense and settlement of such Claim. Notwithstanding the foregoing, any Indemnified Parties may choose its own counsel if it pays for the cost of such counsel and You shall not enter into any settlement without the express written consent of the applicable Indemnified Party (such consent not to be unreasonably withheld)."

" THE ABRIDGE SERVICES ARE OFFERED AND PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ABRIDGE HEREBY DISCLAIMS ALL OTHER WARRANTIES IN CONNECTION WITH THESE TERMS, THE ABRIDGE SERVICES, WHETHER IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE ABRIDGE SERVICES WILL BE AVAILABLE, COMPLETE, ADEQUATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED. ABRIDGE DOES NOT REVIEW, MONITOR, EVALUATE, OR ANALYZE ANY INFORMATION GENERATED FROM OR BY PATIENTS FOR ANY MEDICAL PURPOSE. ABRIDGE DOES NOT ENGAGE IN THE PRACTICE OF MEDICINE AND DOES NOT PROVIDE ANY MEDICAL ADVICE OR DIAGNOSES TO PATIENTS. IT IS YOUR RESPONSIBILITY TO DISPENSE MEDICAL ADVICE TO OR MAKE DIAGNOSES FOR YOUR PATIENTS BASED ON YOUR PROFESSIONAL JUDGMENT, YOUR REVIEW OF ANY USER CONTENT OR PATIENT DATA USING THE ABRIDGE SERVICES OR THE PLATFORM AND YOUR EVALUATION OF YOUR PATIENTS. BY USING THE PLATFORM, YOU CONSENT TO THE SELECTED COMMUNICATIONS CHANNELS YOU CHOOSE TO USE AND TO THE PROVIDER OF SUCH SERVICES. SUCH CONSENT INCLUDES YOUR AUTHORIZATION FOR THE SELECTED SERVICES, INCLUDING WITHOUT LIMITATION THE USE OF CERTAIN REMOTE-ACCESS COMMUNICATION FEATURES AND/OR FUNCTIONALITY INCLUDING, BUT NOT LIMITED TO, MOBILE, VIDEO, TEXT, AND/OR AUDIO, INFORMATION AND RECORDS FOR DELIVERING THE SELECTED ABRIDGE SERVICES IN COMPLIANCE WITH APPLICABLE LAW. YOU ALSO AGREE THAT THE ABRIDGE SERVICES ARE NOT INTENDED TO BE USED IN A MEDICAL EMERGENCY."

" (a) Generally. To the fullest extent permitted under applicable law and in the interest of resolving disputes between You and Abridge in the most expedient and cost effective manner, You and Abridge agree that every dispute arising in connection with these Terms will be resolved by binding arbitration, unless You are located in a jurisdiction that prohibits the exclusive use of arbitration for dispute resolution."

" Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND Abridge ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW. ‍"

" (b) Opt-Out of Agreement to Arbitrate. You can decline this agreement to arbitrate by contacting legal@abridge.com within 30 days of first accepting this Agreement and stating that you (include your first and last name, and email address used to register for the Abridge Platform) decline this arbitration agreement.‍"

" (d) Arbitrator. To the fullest extent permitted under applicable law, any arbitration between You and Abridge will be settled under the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Abridge.‍"

" (e) Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if such other party has not provided a current physical address, then by electronic mail (“Notice”). Abridge’s address for Notice is: Abridge AI, Inc., 500 Grant Street, Suite 2900, Pittsburgh, PA 15219. The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The Parties will make good faith efforts to resolve the claim directly, but if the Parties do not reach an agreement to do so within 30 days after the Notice is received, You or Abridge may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by You or Abridge must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in Your favor, Abridge will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by Abridge in settlement of the dispute prior to the arbitrator’s award; or (iii) $1,000.‍"

" (f) Fees. If You commence arbitration in accordance with these Terms, Abridge will reimburse You for Your payment of the filing fee, unless Your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location, to be agreed upon, in Allegheny County, Pennsylvania, but if the claim is for $10,000 or less, You may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of Your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b), then the payment of all fees will be governed by the AAA Rules. In that case, You agree to reimburse Abridge for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.‍"

" If Abridge makes any future change to this arbitration provision, other than a change to Abridge’s address for Notice, You may reject the change by sending us written notice within thirty (30) days of the change to Abridge’s address for Notice, in which case Your account with Abridge will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes You rejected will survive."