Ambient IQ
Terms of Service

1. Service Overview

Ambient IQ is intended to support clinical workflows by generating draft transcripts from audio captured during clinician-patient interactions. The Service is not intended to replace clinical decision-making or recordkeeping obligations, but to assist clinicians in reducing administrative burden.

2. Right to Access the Service

Subject to the Agreement, RXNT hereby grants you, during the term of this Agreement, a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to authorize your Authorized Users to access and use the Services solely for your internal business purposes.

3. Authorized Users

Your employees and contractors who access and use the Service on your behalf are referred to herein as “Authorized Users.” Each Authorized User must create an account by providing their email address and creating a password (collectively “Login Credentials”). Login Credentials cannot be shared between Authorized Users or by any Authorized User with a third party. Login Credentials must be kept confidential. You agree to immediately notify RXNT of any unauthorized use or suspected unauthorized use of any Login Credentials. You are fully responsible for all activities and use or misuse of the Service that is associated with any Authorized User’s Login Credentials. You are also responsible for ensuring that your Authorized Users comply with the Agreement. You will promptly inform us of any need to deactivate or change any Login Credentials. We have the right to disable any Service account username or password at any time for any reason, including if, in our sole discretion, we believe that you have failed to comply with the Agreement.

4. Regulatory Compliance

This Service is intended for use in environments subject to health and data privacy regulations, including the Health Insurance Portability and Accountability Act of 1996 (HIPAA). You remain responsible for ensuring your use of the Service complies with all applicable laws and regulatory requirements.

5. User Responsibilities

You and your Authorized Users are solely responsible for ensuring that all applicable consents, notices, and authorizations are obtained from individuals whose voices or information may be captured by the Service, including patients. You and your Authorized Users agree to inform patients or other participants that their conversations may be recorded and processed by artificial intelligence. You and your Authorized Users are also responsible for confirming that the use of the Service in your location and practice setting is lawful, compliant with institutional policies, and not prohibited by any applicable local, state, or federal laws.

6. Free Trial

If you would like to try Ambient IQ, we will provide you with access to the Service free of charge during the Trial Period (“Trial”). The Trial will end after 90 days or when 30 notes have been processed, whichever comes first (“Trial Period”). You will receive an in-app notification as you approach your usage limit and will be offered an option to upgrade to a paid subscription to avoid any disruption in the Service. Your dashboard will display the remaining duration of the Trial Period to help you track and use your Trial. RXNT reserves the right to throttle, suspend, or limit access to the Service if the usage exceeds the allotted usage limit, if any misuse of the Trial offering or Service is detected, or in RXNT’s sole discretion. Such access is limited to evaluating the Service to determine whether to purchase a subscription for the Service. A valid credit card is required after thirty (30) days of the Trial Period. You may cancel the Trial at any time during the Trial Period by navigating to Subscriptions from the Utilities menu and selecting “Cancel”. Following the Trial Period, you will be automatically billed using the payment method placed on file if you do not cancel your subscription. Notwithstanding anything to the contrary set forth in this Agreement, during any Trial Period, we will have no warranty, indemnity, support or other obligations; we will have no liability for any harm or damage arising out of or in connection with the Service; and your use, and your Authorized Users’ use, of the Service is at your own risk.

Ambient IQ is provided as a complementary feature to users who are actively enrolled in RXNT’s Electronic Health Record (EHR) system. Complimentary access to and use of Ambient IQ are subject to the Agreement and are contingent upon continued enrollment in RXNT’s EHR. RXNT reserves the right to modify or discontinue the Service or adjust its availability based on changes to user eligibility, service agreements, or platform offerings. 

7. Permitted and Prohibited Uses

You and your Authorized Users agree to use the Service only for its intended purpose within clinical settings. You and your Authorized Users may not use the Service to record non-clinical conversations, engage in surveillance, or capture audio without appropriate legal authority and participant consent. The Service provides draft transcripts. You and your Authorized Users are solely responsible for reviewing transcripts for accuracy, and properly documenting and storing medical records. This Service is only for individuals aged 18 years or older. If you are under 18 years of age, then please do not access and/or use the Service. By entering into this Agreement, you represent and warrant that you are 18 years or older.

You and your Authorized Users may not: (i) sell, resell, rent or lease the Service, use the Service beyond its intended operations; (ii) use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party rights (including without limitation any privacy rights); (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or its related systems or networks; (v) reverse engineer the Service or remove or modify any proprietary marking or restrictive legends in the Service; (vi) use the Service in violation of any law, including without limitation, HIPAA, Telephone Consumer Protection Act and any spam laws (for example, CAN SPAM); (vii) access the Service to build a competitive product or service, or copy any feature, function or graphic of the Service for competitive purposes; (viii) introduce, post, or upload to the Service any virus, worm, “black door,” Trojan Horse, or similar harmful code; (ix) circumvent any processes, procedures, or technologies that we have put in place to safeguard the Service; or (x) save, store, or archive any portion of the Service (including, without limitation, any data contained therein) outside the Service other than those outputs generated through the intended functionality of the Service.

If you violate this section, RXNT reserves the right in its sole discretion to immediately deny you access to the Service, or any portion thereof, without notice. RXNT reserves the right to change the availability of any feature, function, or content relating to the Service at any time, without notice or liability to you.

8. Data Retention and Security

The Service captures, processes, and generates data for the sole purpose of aiding in clinical documentation. Audio recordings and draft transcripts shall be retained for the shorter of fourteen (14) days or until the corresponding clinical note is signed, after which they will be automatically deleted. All data is encrypted both in transit and at rest. We implement comprehensive technical and administrative safeguards to prevent unauthorized access, use, or disclosure of sensitive information. Our data handling practices are aligned with industry standards and the specific requirements of HIPAA.

9. Ownership and Use of Data

Customer Information. You retain full ownership of your Customer Information. “Customer Information” includes (i) any data and information that you submit to the Service, including the clinical data and personal information (such as name, email address, and other identifying information); (ii) medical documentation generated by processing your Customer Information through the Service and provided to you through the Service, including any alterations, modifications, and updated made thereto; (iii) audio sessions between you and your patients (and the patient’s representative, guardian, or other present party participating in such sessions); (iv) the information or data collected by you during such sessions that you upload to the Service; (v) protected health information (“PHI”); and (vi) any data, information, documents, and records about the patient’s history, clinical findings, test results, progress, medications, therapies, and reports entered by you to the Service. You grant RXNT a non-exclusive, royalty-free license to modify, store, transmit, and otherwise use the Customer Information for purposes of RXNT performing under this Agreement. All PHI included in your Customer Information will be processed in accordance with the Business Associate Agreement attached hereto as Attachment A (“BAA”). If the terms of this Agreement conflict with the terms of the BAA, the terms of the BAA shall control solely with respect to the processing of PHI. By providing your Customer Information, you and your Authorized Users agree to be legally bound by the terms and conditions of the BAA, which is made part of this Agreement. 

De-Identified and Aggregate Data. Pursuant to Sections II(b) and (c) of the BAA, RXNT has the right to de-identify all data received or generated under this Agreement in accordance with applicable law. Notwithstanding anything to the contrary herein, we may use Customer Information, as well as any data that we collect in connection with our monitoring of the performance and use of the Service by you and your Authorized Users, including, without limitation, date and time that you access the Service, the portions of the Service visited, the frequency and number of times such pages are accessed, the number of times the Service is used in a given period and other usage and performance data (“Usage Data”) that we may collect, in an anonymous and aggregated form (“Aggregate Data”) to operate, maintain, manage, and improve our products and services including the Service. Aggregate Data does not identify you or any individual. You hereby agree that we may collect, use, publish, disseminate, sell, transfer, and otherwise exploit such Aggregate Data. All right, title, and interest in and to the Service, the Aggregate Data, the Usage Data, and the de-identified data, including all modifications, improvements, adaptations, enhancements, derivatives, or translations made thereto or therefrom, and all intellectual property rights therein, are and will remain the sole and exclusive property of RXNT.

10. Proprietary Rights

The Service contains material, such as software, text, graphics, images, sound recordings, audiovisual works, and other material provided by or on behalf of RXNT (“RXNT Content”). All right, title, and interest in and to the RXNT Content, including all associated intellectual property rights, remain only with RXNT. For the avoidance of doubt, RXNT Content shall not include Customer Information. RXNT Content may be owned by us or by third parties. Unauthorized use of the RXNT Content may violate copyright, trademark, and other laws. You have no rights in or to RXNT Content, and you will not use RXNT Content except as permitted under this Agreement. No other use is permitted without prior written consent from us. You must retain all proprietary notices contained in the original RXNT Content on any copy you make of the RXNT Content. You may not sell, transfer, assign, license, sublicense, or modify the RXNT Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited.

If you violate any part of this Agreement, your permission to access and/or use the RXNT Content and the Service automatically terminates, and you must immediately destroy any copies you have made of the Content.

The trademarks, service marks, and logos of RXNT (the “RXNT Trademarks”) used and displayed on the Service are registered and unregistered trademarks or service marks of RXNT. Other company, product, and service names located on Ambient IQ may be trademarks or service marks owned by others (the “Third-Party Trademarks” and, collectively with RXNT Trademarks, the “Trademarks”). Nothing on the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any website is prohibited unless establishment of such a link is approved in advance by us in writing. None of the Content may be retransmitted without our express, written consent for every instance.

11. Mutual Confidentiality

Definition of Confidential Information. Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). RXNT's Confidential Information includes, without limitation, the non-public portions of the Service. Confidential Information includes, but is not limited to, RXNT’s software, programming, code, and documentation, and other written materials pertaining thereto, methodologies, processes, inventions, business strategies, client lists, derivatives, and information regarding product development. Confidential Information shall remain at all times the property of Discloser.

Protection of Confidential Information. Recipient must use the same degree of care that it uses to protect the confidentiality of its confidential information (but in no event less than reasonable care), not to disclose or use any Confidential Information of Discloser for any purpose outside the scope of this Agreement. Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees, contractors, and clients (as the case may be) who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this Agreement. Recipient may disclose Confidential Information (i) to the extent required by law or legal process; (ii) to its legal or financial advisors, provided that such advisors are bound by a duty of confidentiality that includes use and disclosure restrictions; and (iii) as required under applicable securities regulations. In addition, each party may disclose the terms and conditions of this Agreement on a confidential basis to current and prospective investors, acquirers, and lenders and their respective legal and financial advisors in connection with due diligence activities.

12. Payment Terms

Access and Future Services. The Service may be provided to you free of cost through your practice, health system, or through RXNT’s EHR. Please note that if the Service is provided to you, RXNT reserves the right to make those services, updates, upgrades, new versions, or other products that incorporate those services (“Future Services”) available for a fee. Future Services may also be subject to separate fees and/or agreements. You acknowledge that you are responsible for all fees and expenses related to accessing or using the Service, including internet service provider fees. 

Fees. If the Service is not provided to you through your practice, health system, or RXNT’s EHR, you are responsible for paying all fees as specified in our Pricing Policy. All fees are due upon receipt. You are responsible for providing complete and accurate billing and contact information to RXNT and notifying RXNT of any changes to such information. Fees may change with 30 days’ electronic notice. 

Payment Source. You must pay all fees (US$) with a credit card or via ACH put on file with RXNT (“Payment Source”). You hereby authorize RXNT to charge your Payment Source for the purchased Service and related services on a month-to-month basis, including applicable processing fees. Charges begin immediately upon enrollment and recur automatically each month. You may cancel the Service at any time, and the cancellation will take effect at the end of your current billing month. An invoice and a receipt of payment are both available.

Taxes. RXNT’s fees do not include any taxes, levies, or other similar governmental assessments (Taxes). You are responsible for the payment of all Taxes associated with your purchases under this Agreement. RXNT is solely responsible for Taxes assessable against RXNT based on its income, property, and employees.

Suspension for Non-Payment. RXNT may suspend or terminate the Services, or both, if you have not paid amounts owed to RXNT when due. In advance of any suspension or termination, RXNT will make commercially reasonable efforts to send a minimum 3-day notice of payment default to you before suspension or termination (you are responsible for updating your contact information with RXNT and notifying RXNT of any changes to such information).

Fee Changes and Account Limits. All retail pricing fees may be changed with 30 days’ advance email notice to you. You are responsible for keeping your updated email address on file with RXNT. RXNT reserves the right to impose restrictions or limitations on accounts based on account activity and volume. 

Discounts. Discounts may be provided to you at the sole discretion of RXNT. All discounts provided by RXNT shall be based on the pricing detailed in the Pricing Policy. 

13. Artificial Intelligence

You and your Authorized Users acknowledge and agree that:

• The Service does not replace clinical judgment, expertise, or experience. The Service is not a source of medical advice.
• The Service does not replace business judgment, expertise, or experience. You and your Authorized Users will not rely on the Service. 
• The Service cannot guarantee specific outcomes or results. Even with accurate and complete data, the results generated may not always be correct due to inherent limitations or potential for hallucinations. Inaccurate or incomplete data further increases the risk of misleading or unreliable output. RXNT is not responsible for the accuracy of the outputs or the use of source attribute information that is modified by you.
• You and your Authorized Users are solely responsible for evaluating the Service output and making final decisions regarding patient care. RXNT shall not be liable for any damages, losses, or liabilities arising from the use or misuse of the Service.
• You and your Authorized Users are solely responsible for obtaining all required express consents prior to utilizing the Service.

By using the Service, you acknowledge and accept the risks associated with the Service and the use of the Service. 

RXNT shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damage or injury (including death) to you, Authorizerd Users, a patient, other person, or tangible property arising from use of the feature or use or reliance upon the Service.

14. Term, Termination, and Return of Data

Term. The applicable Service shall be a month-to-month subscription that automatically renews unless terminated pursuant to this Section 15. This Agreement continues until the Service is terminated.

Termination. You may terminate this Agreement at any time, and the cancellation will take effect at the end of your current billing month. You may terminate by navigating to Subscriptions from the utilities menu and selecting Cancel.

Return of Data. RXNT encourages you to export all Customer Information before the termination of this Agreement. Within sixty (60) days of the termination of this Agreement and upon your written request, we will reasonably assist you with an export of your Customer Information that is in our possession or control in a format mutually agreeable to the parties. After this sixty (60) day period, we shall have no further obligation concerning the storage of your Customer Information, and we shall delete your Customer Information, except for that which may be in our backup systems or maintained pursuant to applicable law. Notwithstanding the foregoing, RXNT may retain Customer Information for 60 days from such termination, and RXNT may provide you access to such information upon your request. 

Your Actions upon Termination. Upon termination, you must pay any unpaid fees and destroy all RXNT Content in your possession. Upon RXNT’s request, you shall confirm in writing that you have complied with this requirement.

Suspension or Termination of Service for Violation of Law or the Agreement. RXNT may immediately suspend or terminate, with or without notice, the Service and remove applicable Customer Information or Content if it, in good faith, believes that, as part of using the Service, you may have violated a law or any term of this Agreement. 

15. No Medical Advice Provided by RXNT

RXNT and the Service do not provide medical advice, diagnostic services, or prescribe medication. Any outputs generated by the Service, including summaries, clinical insights, or suggested actions based on patient encounter data, are intended solely for informational support. Clinical decisions remain solely the responsibility of the licensed healthcare professional, who must independently assess and verify all information provided by the Service.

Use of the Service is not a substitute for the professional judgment of health care providers in diagnosing and treating patients. You agree that it is solely responsible for verifying the accuracy of patient information (including, without limitation, obtaining all applicable patients' medical and medication history and allergies), obtaining patient’s consent to use the Service (including without limitation electronic communications consents), and for all of its decisions or actions with respect to the medical care, treatment, and well-being of its patients, including without limitation, all of your acts or omissions. Any use or reliance by you upon the Service will not diminish that responsibility. You assume all risks associated with your clinical use of the Service for the treatment of patients. Neither RXNT nor its licensors assume any liability or responsibility for damage or injury (including death) to you, a patient, other person, or tangible property arising from any use of the Service. 

16. Your Compliance with Medical Records Retention Laws and Patient Records Access

You and your Authorized Users are responsible for understanding and complying with all state and federal laws related to the retention of medical records, patient access to information, and patient authorization to release data. You and your Authorized Users agree to obtain any necessary patient consent before using the Service (including, without limitation, electronic communications consents).

17. No Legal Advice Provided by RXNT

You and your Authorized Users are responsible for understanding and ensuring that the Service is used in accordance with all state and federal laws, standards, and policies imposed by government healthcare programs, state departments, state boards, or other applicable state and federal bodies.

18. Representations and Warranties

You and your Authorized Users represent and warrant that: (i) you have all rights and permissions necessary to provide us with or grant us access to and use of your Customer Information, (ii) you have obtained all necessary and appropriate consents, permissions, and authorizations in accordance with all applicable laws and regulations with respect to your Customer Information provided hereunder, including but not limited to, consents from patients, their parents and/or legal guardians, including written consents to record patient visit sessions and authorization for the use, exchange and disclosure of any applicable PHI (collectively, “Consents”); (iii) you will maintain records of such Consents for the period required by applicable laws and regulations; and (iv) you shall not provide, submit or otherwise process any Part 2 Data through the Platform. Upon our request, you shall provide copies of such Consents to us. For purposes of this Agreement, “Part 2 Data” means records of the identity, diagnosis, prognosis, or treatment of any patient which are maintained in connection with the performance of any program or activity relating to substance abuse education prevention, training, treatment, rehabilitation, or research, which is conducted, regulated, or directly or indirectly assisted by any department or agency of the United States pursuant to 42 CFR Part 2.

19. Indemnity

Your Indemnification Obligations. To the extent allowed by applicable law, you must indemnify, defend, and hold harmless RXNT against all third-party claims (including without limitation by governmental agencies), demands, damages, costs, penalties, fines, and expenses (including reasonable attorneys’ fees and costs) arising out of or related to:

• Your and your Authorized Users' use of the Service,
• Your and Authorized Users' breach of any term in this Agreement,
• any unauthorized use, access, or distribution of the Service by you and your Authorized Users, or
• Violation of any individual’s privacy rights related to information submitted by you under your and your Authorized Users’ account, or fraudulent, invalid, duplicate, incomplete, unauthorized, or misleading information submitted.

RXNT’s Indemnification Obligations. To the extent allowed by applicable law, RXNT must indemnify, defend, and hold harmless you against all third-party claims (including without limitation by governmental agencies), demands, damages, costs, penalties, fines, and expenses (including reasonable attorneys’ fees and costs) arising out of or related to allegations that your use of the Services in accordance with these terms infringes or misappropriates such third party’s patent, trademark, copyright, trade secret or other intellectual property rights. The foregoing obligation does not apply to the extent that such infringement or appropriation arises from: (a) Customer Information; (b) access to or use of the Service in combination with any hardware, system, software, network, or other materials not provided by RXNT or specified for your use; or (c) modification of the Service other than by RXNT.

Indemnification Procedures. The party seeking indemnification (“Indemnitee” ) shall: (a) promptly notify the indemnifying party (“Indemnitor”) in writing of any such claim, (b) give sole control of the defense and settlement of any such claim to Indemnitor (provided that Indemnitor may not settle any claim in a manner that adversely affects Indemnitee’s rights, imposes any obligation or liability on Indemnitee or admits liability or wrongdoing on the part of Indemnitee without Indemnitee’s prior written consent), and (c) provide all information and assistance reasonably requested by Indemnitor, at Indemnitor’s expense, in defending or settling such claim. Indemnitee may join in defense with counsel of its choice at Indemnitee’s own expense.

20. No Warranties; Limitation of Liability

THIS SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND RXNT MAKES NO WARRANTIES FOR THE SAME OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, AND RXNT HEREBY DISCLAIMS ALL WARRANTIES OTHER THAN THOSE EXPRESSLY STATED IN OTHER PROVISIONS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR WITHOUT DELAY, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WHILE RXNT TAKES REASONABLE PHYSICAL, TECHNICAL, AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICES, RXNT DOES NOT GUARANTEE THAT THE SERVICES CANNOT BE COMPROMISED. YOU UNDERSTAND AND AGREE THAT THE OUTPUTS GENERATED BY THE SERVICE ARE INTENDED TO SUPPORT—BUT NOT REPLACE—CLINICAL JUDGMENT, AND SHOULD BE REVIEWED AND VALIDATED BY A QUALIFIED HEALTHCARE PROFESSIONAL BEFORE INCLUSION IN THE MEDICAL RECORD. WE DO NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATION, NOR SHALL WE BE RESPONSIBLE FOR (A) THE CORRECTNESS, ACCURACY, RELIABILITY, COMPLETENESS, OR CURRENCY OF THE SERVICE; OR (B) ANY RESULTS ACHIEVED OR ACTION TAKEN BY YOU IN RELIANCE ON THE SERVICE OR THE OUTPUT OF THE SERVICE. ANY DECISION, ACT, OR OMISSION OF YOURS THAT IS BASED ON THE SERVICE OR OUTPUT OF THE SERVICE IS AT YOUR OWN AND SOLE RISK. THE SERVICE AND THE OUTPUT ARE PROVIDED AS A CONVENIENCE ONLY AND DO NOT REPLACE THE NEED TO REVIEW THE OUTPUT ACCURACY, COMPLETENESS, AND CORRECTNESS.

Consequential Damages. EXCEPT FOR GROSS NEGLIGENCE OR INTENTIONALLY HARMFUL ACTS, IN NO EVENT WILL RXNT BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF RXNT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

Limit. RXNT’S TOTAL LIABILITY FOR THE CUMULATIVE CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, SHALL IN NO EVENT EXCEED THE GREATER OF (1) THE TOTAL AMOUNT OF ALL AMBIENT IQ FEES PAID TO RXNT BY YOU DURING THE SIX (6) MONTH PERIOD BEFORE THE ACT, OMISSION, OR EVENT GIVING RISE TO SUCH LIABILITY, OR (2) $1,000 USD.  THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. 

You acknowledge and understand that the disclaimers and limitations of liability set forth in this Agreement form an essential basis of the contract between the parties and were a fundamental inducement to RXNT to enter into this Agreement, and that absent such disclaimers, exclusions and limitations of liability, the terms and conditions of this Agreement would be substantially different.

22. Additional Terms

Reminders, Statements, and Other SMS Messages. You agree that by registering for the Service, including any request forms or use of communications features, constitutes consent for RXNT to send emails, faxes, phone calls, or SMS messages pertaining to the Service. RXNT is not responsible for any text messaging or data transmission fees. If you provide a cellular phone number, you agree to receive communications from RXNT, and you specifically authorize RXNT to send text messages or calls to such number. You represent and warrant that you have the authority to grant such authorization.

Reviews & Opinions. By submitting a review, testimonial, patient testimonial, quote, or any other content (“Content Submission”) to RXNT, you grant RXNT a perpetual, worldwide, royalty-free, non-exclusive license to use, reproduce, modify, adapt, publish, translate, distribute, and display such Content Submission in any medium, including but not limited to RXNT social media and rxnt.com. This includes the right to use your name, likeness, testimonials, photos, and logo in connection with the Content Submission for promotional or marketing purposes, without further compensation or notification to you. You and your employees, agents, representatives, and contacts warrant and represent that (i) they have the necessary rights and permissions to grant RXNT this license, (ii) the Content Submission you provide does not infringe upon the rights of any third party, and (iii)  all patient testimonials submitted by you are accurate and have the patient's consent and comply with ethical guidelines of professional medical associations as well as state and local medical and private practice boards and governing bodies.

RXNT does not endorse, validate as accurate, or necessarily agree with any of the reviews, links, and user-generated content from users or you on the Service. RXNT reserves the right to refuse to publish any patient review provided by you.

Your Name and Logo. RXNT may use your name and logo in customer lists and related promotional materials describing you as a customer of RXNT, which use must be in accordance with your trademark guidelines and policies, if any, provided to RXNT.

No Solicit or Hire Clause. You acknowledge that RXNT invests considerable time and expense in the training of its employees and independent subcontractors in the Service to be provided under this Agreement. You agree that for the full term of this Agreement, and for 1 year after its termination, you will not solicit or employ in any capacity, whether as a direct employee or independent contractor providing similar services to you as RXNT, any person employed by RXNT at any time during the term of this Agreement whose duties involve providing the Service, whether for you or other RXNT customers.

Consent to Electronic Notice, Communications and Transactions. By using the Service, you agree to conduct business electronically and acknowledge that you have read the Customer Disclosures: Electronic Business Transactions, Signing Documents Electronically, and Receiving Electronic Notices and Disclosures, located at https://www.rxnt.com/customer-disclosures/. 

For purposes of messages and notices about the Service (including, without limitation, collections and payments issues), RXNT may send email notices to the email address associated with your account or provide in-Service notifications.  For certain notices (e.g., notices regarding termination or material breaches), RXNT may send notices to the postal address provided by you. RXNT has no liability associated with your failure to maintain accurate contact information within the Service or its failure to review any emails or in-service notices. 

Independent Contractors and Enforceability. The parties are independent contractors with respect to each other. If any term of this Agreement is invalid or unenforceable, the other terms remain in effect.

22. Survival of Terms

 All terms survive termination of this Agreement that by their nature survive for a party to assert its rights and receive the protections of this Agreement. The Convention on Contracts for the International Sale of Goods does not apply.

23. Modifications to the Terms

We may update or modify these Terms from time to time. When we do, we will revise the Effective Date below and may provide reasonable notice of material changes. Your continued use of the Service following such notice constitutes your acceptance of the revised Terms. If you do not agree to the updated Terms, you must discontinue use of the Service.

24. Governing Law and Jurisdiction

This Agreement is governed by the laws of the State of Maryland, without regard to its conflict of law principles. Any disputes arising under or related to these Terms shall be resolved in the courts of Maryland, unless another venue is required by law.

25. Equitable Relief

You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of Maryland for purposes of any such action by us.

26. Prohibition of Class and Representative Actions

EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL PARTY BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, CLASS, OR REPRESENTATIVE PROCEEDING.

27. Contact and Support

For technical support inquiries, please contact us at [email protected] or (410) 907-7976.