Determa Terms of Service

Acceptance of Terms

Welcome to Determa. By accessing or using our service, including our web application, mobile applications, and API (collectively, the "Service"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not use the Service.

These Terms constitute a legally binding agreement between you ("User", "you", or "your") and Determa LLC ("Determa", "we", "us", or "our").

Description of Service

Determa provides healthcare professionals with a platform to record, store, transcribe, and manage medical audio recordings and associated clinical documentation.

Our Service includes features for audio recording, speech-to-text transcription, AI-generated clinical notes, secure cloud storage, and related functionalities designed for healthcare workflows.

User Eligibility and Account Registration

Eligibility

The Service is intended solely for use by:

• Licensed healthcare professionals
• Healthcare organizations and their authorized employees
• Business associates of covered entities under HIPAA
• Individuals who are at least 18 years of age

Account Requirements

To use the Service, you must:

• Create an account with accurate and complete information
• Maintain the security and confidentiality of your account credentials
• Accept our Business Associate Agreement (BAA) and Privacy Policy
• Comply with all applicable laws, including HIPAA and state privacy regulations

Account Responsibility

You are responsible for all activity that occurs under your account. You must immediately notify Determa of any unauthorized use of your account or any other security breach.

Acceptable Use Policy

Permitted Uses

You may use the Service only for lawful professional healthcare purposes, including:

• Recording patient encounters with appropriate consent
• Generating clinical documentation
• Storing and managing medical recordings securely
• Accessing and reviewing your recordings and associated data

Prohibited Uses

You agree NOT to:

• Record individuals without required consent or legal authority
• Use the Service for any illegal or unauthorized purpose
• Violate HIPAA, state privacy laws, or other applicable regulations
• Share your account credentials with unauthorized individuals
• Reverse engineer, decompile, or attempt to extract source code from the Service
• Use automated systems to access the Service without our written permission
• Upload viruses, malware, or other malicious code
• Interfere with or disrupt the Service or servers
• Attempt to gain unauthorized access to our systems or other users' accounts

Your Content and Data

Ownership

You retain all ownership rights to your recordings, transcripts, clinical notes, and other content you create or upload to the Service ("Your Content"). We claim no ownership rights to Your Content.

License to Determa

By uploading Your Content to the Service, you grant Determa a limited license to:

• Store Your Content on our servers
• Process Your Content to provide transcription and clinical note generation
• Transmit Your Content to authorized third-party service providers (e.g., AI/transcription services)
• Make backup copies for disaster recovery purposes

This license exists only to operate the Service and ends when you delete Your Content or close your account.

Your Responsibilities

You are responsible for:

• Obtaining all required patient consents before recording
• Ensuring Your Content complies with applicable laws
• Maintaining appropriate safeguards on your devices
• Backing up critical data (we recommend maintaining offline backups)
• The accuracy and quality of Your Content

Intellectual Property

Determa Property

The Service, including its software, design, branding, and documentation, is owned by Determa and protected by copyright, trademark, and other intellectual property laws. You may not copy, modify, distribute, or create derivative works from the Service without our written permission.

Trademarks

"Determa" and our logo are trademarks of Determa. You may not use our trademarks without prior written consent.

Subscription and Payment

Fees

Access to certain features may require a paid subscription. Subscription fees, billing cycles, and payment terms will be provided during signup and are subject to change with notice.

Billing

By providing payment information, you authorize us to charge the applicable fees to your payment method. Fees are non-refundable except as required by law or as explicitly stated in our refund policy.

Free Trials

We may offer free trials. At the end of a free trial, your account may automatically convert to a paid subscription unless you cancel before the trial ends.

Service Modifications and Availability

Changes to Service

We reserve the right to modify, suspend, or discontinue any part of the Service at any time, with or without notice. We are not liable for any modification, suspension, or discontinuation.

No Guarantee of Availability

While we strive to maintain high availability, we do not guarantee that the Service will be available at all times or error-free. We may perform maintenance that temporarily interrupts service.

Termination

Termination by You

You may terminate your account at any time by contacting us at support@determa.co. Upon termination, your access to the Service will cease.

Termination by Determa

We may suspend or terminate your account if you:

• Violate these Terms
• Fail to pay applicable fees
• Engage in fraudulent or illegal activity
• Pose a security risk to the Service or other users

Effect of Termination

Upon termination, your right to use the Service immediately ceases. We will make reasonable efforts to provide access to Your Content for a limited time after termination, but we are not obligated to retain Your Content indefinitely.

Disclaimers and Warranties

No Medical Advice

THE SERVICE IS A DOCUMENTATION TOOL ONLY. Determa does not provide medical advice, diagnosis, or treatment. The Service's transcription and note generation features are tools to assist you in your professional practice. You are solely responsible for all clinical decisions.

"As-Is" Service

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Accuracy of AI-Generated Content

AI-generated transcripts and clinical notes may contain errors, inaccuracies, or omissions. You must review and verify all AI-generated content before relying on it for clinical or administrative purposes.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DETERMA SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• Your use or inability to use the Service
• Any unauthorized access to or use of our servers and/or Your Content
• Any interruption or cessation of the Service
• Any bugs, viruses, or other harmful code transmitted through the Service
• Any errors, inaccuracies, or omissions in any content or data
• Any clinical decisions made based on transcripts or AI-generated notes

IN NO EVENT SHALL DETERMA'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED THE AMOUNT YOU PAID TO DETERMA IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.

Indemnification

You agree to indemnify, defend, and hold harmless Determa, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with:

• Your use of the Service
• Your violation of these Terms
• Your violation of any rights of another party
• Your Content, including any claims of defamation, privacy violation, or infringement
• Your failure to obtain required patient consents

Dispute Resolution

Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict of law provisions.

Arbitration

Any dispute arising from these Terms or the Service shall be resolved through binding arbitration in accordance with the American Arbitration Association's rules, except for disputes that may be brought in small claims court.

Class Action Waiver

You agree to resolve disputes with Determa on an individual basis. You waive your right to participate in a class action lawsuit or class-wide arbitration.

General Provisions

Changes to Terms

We may modify these Terms at any time. If we make material changes, we will notify you via email or through the Service. Your continued use of the Service after changes take effect constitutes acceptance of the revised Terms.

Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

Entire Agreement

These Terms, together with our Privacy Policy and Business Associate Agreement, constitute the entire agreement between you and Determa regarding the Service.

No Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.

Contact Us

If you have any questions about these Terms of Service, please contact us at legal@determa.co.