# MobiEMR Terms of Service **Last Updated: June 1, 2026** **PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THE MOBIEMR PLATFORM. BY ACCESSING OR USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE OUR SERVICES.** --- ## 1. DEFINITIONS **1.1** "Agreement" means these Terms of Service, together with the Privacy Policy, Business Associate Agreement (BAA), and any other policies or addenda referenced herein. **1.2** "Authorized User" means any individual who is granted access to the Platform by the Subscriber, including but not limited to physicians, nurses, administrative assistants, medical students, and other healthcare professionals. **1.3** "Covered Entity" means a health plan, healthcare clearinghouse, or healthcare provider who transmits any health information in electronic form in connection with a transaction covered by HIPAA. **1.4** "Electronic Health Record" or "EHR" means an electronic version of a patient's medical history maintained by the Provider over time, including all key administrative and clinical data relevant to that person's care. **1.5** "HIPAA" means the Health Insurance Portability and Accountability Act of 1996, as amended, including the HITECH Act and all implementing regulations. **1.6** "Patient Data" means all information related to an identifiable individual's health status, provision of healthcare, or payment for healthcare that is created, collected, stored, or transmitted through the Platform. **1.7** "Platform" or "Service" means the MobiEMR cloud-based electronic medical records system, including all software, APIs, mobile applications, web interfaces, AI-powered features, telemedicine capabilities, billing modules, and related services provided by MobiEMR. **1.8** "Protected Health Information" or "PHI" means individually identifiable health information as defined under HIPAA, including electronic PHI (ePHI). **1.9** "Provider" or "Subscriber" means the healthcare practice, clinic, hospital, or individual practitioner who subscribes to and uses the Platform. **1.10** "AI Features" means all artificial intelligence and machine learning capabilities integrated into the Platform, including but not limited to clinical decision support, natural language processing, automated documentation assistance, diagnostic suggestions, and AI-powered chat functionality. **1.11** "Practice" means the organizational entity created within the Platform representing a healthcare practice, clinic, or medical office. **1.12** "Training Practice" means a demonstration environment provided for evaluation and training purposes, populated with synthetic data, and not intended for real patient care. **1.13** "Business Plan" means the subscription tier selected by the Subscriber (Training, Standard, Professional, Premium, Premium-Evaluation, or Enterprise), which determines available features, modules, and pricing. --- ## 2. ACCEPTANCE OF TERMS **2.1** By creating an account, accessing, or using the MobiEMR Platform, you represent and warrant that: (a) you are at least 18 years of age; (b) you have the legal capacity and authority to enter into this Agreement; (c) if you are entering into this Agreement on behalf of an organization, you have the authority to bind that organization to these terms; and (d) you are a licensed healthcare professional or are authorized by a licensed healthcare professional to use the Platform. **2.2** MobiEMR reserves the right to modify these Terms of Service at any time. We will provide notice of material changes by posting the updated terms on our website and notifying Subscribers via email at least thirty (30) days prior to the effective date of such changes. Your continued use of the Platform after the effective date constitutes acceptance of the modified terms. **2.3** If you do not agree to the modified terms, you must discontinue use of the Platform before the effective date and may request cancellation of your subscription in accordance with Section 13. --- ## 3. ACCOUNT REGISTRATION AND SECURITY **3.1 Registration.** To use the Platform, you must complete the registration process by providing accurate, current, and complete information, including your full legal name, email address, professional credentials, and country of practice. You agree to update this information promptly if it changes. **3.2 Account Security.** You are responsible for maintaining the confidentiality of your account credentials, including your username and password. You agree to: (a) create a strong password that meets our minimum security requirements; (b) not share your credentials with any unauthorized person; (c) immediately notify MobiEMR of any unauthorized access to or use of your account; and (d) ensure that you log out of your account at the end of each session, particularly when accessing the Platform from shared devices. **3.3 Multi-Factor Authentication.** MobiEMR may require or offer multi-factor authentication (MFA) for account access. When available, you are strongly encouraged to enable MFA. Certain Business Plans may require MFA as a condition of use. **3.4 Account Verification.** MobiEMR may require email verification, phone verification, or both as part of the registration process. You agree to complete all required verification steps promptly. Failure to verify your account within the specified timeframe may result in account suspension or deletion. **3.5 Practice Creation.** Upon account verification, you may create a Practice within the Platform. Each Practice is an independent organizational unit with its own patient data, team members, and configuration. You represent that you have the legal authority to create and manage the Practice on behalf of the associated healthcare organization. **3.6 User Roles and Permissions.** The Platform supports multiple user roles, including but not limited to Administrator, Physician, Nurse, Medical Student, and Administrative Assistant. The Practice Administrator is responsible for assigning appropriate roles and permissions to all Authorized Users and ensuring that access levels correspond to each user's professional qualifications and responsibilities. --- ## 4. DESCRIPTION OF SERVICES **4.1 Core Services.** The MobiEMR Platform provides electronic health record management, including but not limited to: - (a) Patient demographics and registration management - (b) Clinical documentation (SOAP notes, progress notes, and clinical summaries) - (c) Medication management and electronic prescribing - (d) Laboratory order management and results tracking - (e) Appointment scheduling and calendar management - (f) Diagnosis and ICD-10 code management - (g) Vital signs recording and tracking - (h) Allergy management - (i) Patient document management - (j) Consent management - (k) Audit logging and compliance tracking **4.2 Communication Services.** The Platform provides integrated communication capabilities, including: - (a) Internal messaging between practice team members - (b) Direct communication channels between providers and patients - (c) Email notifications to patients - (d) SMS notifications to patients - (e) Appointment reminders and notifications **4.3 Telemedicine Services.** The Platform provides telemedicine capabilities, including: - (a) Video consultation sessions - (b) Session scheduling and management - (c) Session recording (where legally permitted and with appropriate consent) - (d) Transcription services - (e) Patient authentication and secure access **4.4 Billing Services.** The Platform provides billing and financial management, including: - (a) Invoice generation and management - (b) Payment tracking and receipt generation - (c) Insurance billing support - (d) CMS-1500 form generation (US practices) - (e) Financial reporting **4.5 AI-Powered Features.** The Platform integrates artificial intelligence capabilities as described in detail in Section 8. **4.6 Patient Portal.** The Platform provides a patient-facing portal that allows patients to: - (a) View their medical records, prescriptions, and lab results - (b) Communicate with their healthcare providers - (c) Access appointment information - (d) Join telemedicine sessions - (e) View and pay invoices **4.7 Service Availability.** MobiEMR strives to maintain Platform availability of 99.9% uptime, measured on a monthly basis. Scheduled maintenance windows will be communicated in advance. MobiEMR shall not be liable for any downtime resulting from: (a) scheduled maintenance; (b) circumstances beyond our reasonable control, including but not limited to natural disasters, acts of war, terrorism, pandemics, or government actions; (c) failures of third-party services or infrastructure; or (d) actions or omissions of the Subscriber or its Authorized Users. --- ## 5. SUBSCRIPTION PLANS AND PAYMENT **5.1 Business Plans.** MobiEMR offers the following subscription tiers: - (a) **Training (Code 5):** A free demonstration environment for evaluation and training purposes, populated with synthetic patient data. Not intended for real patient care. Limited feature set and no service level guarantees. - (b) **Standard (Code 10):** Essential EMR functionality for small practices. - (c) **Professional (Code 20):** Enhanced features including advanced reporting, scheduling, and communication tools. - (d) **Premium (Code 30):** Full-featured plan including telemedicine, AI features, and priority support. - (e) **Premium-Evaluation (Code 35):** A complimentary full-featured plan for qualified healthcare organizations to evaluate the Platform before committing to a paid subscription. Subject to evaluation period limitations. - (f) **Enterprise (Code 40):** Custom-tailored solution for large healthcare organizations with dedicated support, custom integrations, and enhanced SLAs. **5.2 Billing Cycles.** Paid subscriptions are available in Monthly or Yearly billing cycles. Yearly subscriptions are billed annually in advance at a discounted rate. Monthly subscriptions are billed monthly in advance. **5.3 Pricing.** Current pricing is published on our website and may be updated from time to time. Price changes for existing subscribers will take effect at the beginning of the next billing cycle following thirty (30) days' advance notice. Pricing may vary by country. **5.4 Payment.** Payment is due at the beginning of each billing cycle. Acceptable payment methods include credit card, debit card, and other methods as made available by MobiEMR. All fees are exclusive of applicable taxes, which are the responsibility of the Subscriber. **5.5 Late Payment.** If payment is not received within ten (10) days of the due date, MobiEMR may: (a) suspend access to the Platform; (b) charge late fees at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower; and (c) pursue collection through appropriate legal channels. **5.6 Billing Status.** Each Practice has a billing status that reflects its current standing: - (a) **Active:** The subscription is current and all features are accessible. - (b) **Pending:** The subscription is being set up or a payment is being processed. - (c) **Suspended:** The subscription has been suspended due to non-payment or policy violation. Access to the Platform is restricted but data is preserved. - (d) **Deleted:** The subscription has been terminated and data is scheduled for permanent deletion in accordance with our data retention policy. **5.7 Modules.** The Platform is organized into functional modules (Patients, Calendar, Billing, Telemedicine, Communications, Marketing, Hosting, AI). The availability of modules depends on the selected Business Plan. MobiEMR reserves the right to modify module availability with reasonable advance notice. --- ## 6. DATA OWNERSHIP AND PRIVACY **6.1 Patient Data Ownership.** The Subscriber retains full ownership of all Patient Data entered into or generated through the Platform. MobiEMR does not claim any ownership rights over Patient Data. **6.2 License to MobiEMR.** The Subscriber grants MobiEMR a limited, non-exclusive, non-transferable license to use, process, store, and transmit Patient Data solely for the purpose of providing the Services described in this Agreement. This license terminates upon termination of the Subscriber's account, subject to applicable data retention requirements. **6.3 De-identified Data.** MobiEMR may create de-identified data sets derived from Patient Data, in compliance with HIPAA de-identification standards (45 CFR 164.514), for the purposes of: (a) improving the Platform and its features; (b) conducting aggregate statistical analysis; (c) developing and training AI models (subject to Section 8); and (d) generating industry benchmarks and reports. De-identified data cannot be re-identified to any individual patient. **6.4 Privacy Policy.** MobiEMR's collection, use, and disclosure of personal information is governed by our Privacy Policy, which is incorporated into this Agreement by reference. The Privacy Policy is available at our website and may be updated from time to time. **6.5 Data Location.** Patient Data is stored on secure cloud infrastructure. The Subscriber acknowledges that data may be stored and processed in data centers located in the United States or other jurisdictions. MobiEMR will comply with applicable data localization requirements and will notify Subscribers of any material changes to data storage locations. **6.6 Data Portability.** Upon request, MobiEMR will provide the Subscriber with an export of their Patient Data in standard healthcare interoperability formats (including FHIR R4 and/or CSV) within thirty (30) days of such request. Data export fees may apply for large data sets. **6.7 Data Retention.** Following account termination, MobiEMR will retain Patient Data for a period of ninety (90) days to allow for data export. After the retention period, Patient Data will be permanently and irreversibly deleted from all systems, including backups, within thirty (30) additional days. Subscribers may request immediate deletion, subject to applicable legal and regulatory retention requirements. --- ## 7. HIPAA COMPLIANCE AND SECURITY **7.1 Business Associate Agreement.** For Subscribers who are Covered Entities under HIPAA, MobiEMR will enter into a Business Associate Agreement (BAA) as required by HIPAA. The BAA supplements these Terms of Service and governs MobiEMR's obligations with respect to PHI. **7.2 Security Measures.** MobiEMR implements and maintains administrative, physical, and technical safeguards to protect ePHI, including but not limited to: - (a) Encryption of data in transit using TLS 1.2 or higher - (b) Encryption of data at rest using AES-256 encryption - (c) Access controls and authentication mechanisms - (d) Audit logging of all access to and modifications of PHI - (e) Regular security assessments and penetration testing - (f) Employee security training and background checks - (g) Incident response and breach notification procedures - (h) Backup and disaster recovery systems **7.3 Breach Notification.** In the event of a security breach involving unsecured PHI, MobiEMR will: (a) notify the affected Subscriber without unreasonable delay and in no case later than sixty (60) days after discovery of the breach; (b) cooperate with the Subscriber in fulfilling its breach notification obligations under HIPAA; and (c) take reasonable steps to mitigate the effects of the breach and prevent future occurrences. **7.4 Subscriber Responsibilities.** The Subscriber is responsible for: (a) ensuring that all Authorized Users receive appropriate HIPAA training; (b) implementing and enforcing policies and procedures for the use of the Platform in compliance with HIPAA; (c) obtaining necessary patient consents and authorizations; (d) configuring the Platform's security settings appropriately for the Subscriber's use case; and (e) promptly reporting any suspected security incidents to MobiEMR. **7.5 International Compliance.** For Subscribers outside the United States, MobiEMR will comply with applicable local data protection regulations, including but not limited to: (a) the General Data Protection Regulation (GDPR) for practices in the European Economic Area; (b) applicable health data protection laws in Latin American jurisdictions; and (c) other local healthcare data regulations as applicable. Subscribers are responsible for ensuring their use of the Platform complies with local laws and regulations. --- ## 8. ARTIFICIAL INTELLIGENCE FEATURES — TERMS, LIMITATIONS, AND DISCLAIMERS **THIS SECTION CONTAINS CRITICAL INFORMATION ABOUT THE AI FEATURES OF THE PLATFORM. ALL AUTHORIZED USERS WHO INTERACT WITH AI FEATURES MUST READ AND UNDERSTAND THIS SECTION.** ### 8.1 Overview of AI Features The MobiEMR Platform integrates artificial intelligence and machine learning technologies to assist healthcare professionals in their clinical workflows. AI Features currently include, but are not limited to: - (a) **AI Clinical Chat:** An interactive AI assistant that can answer clinical questions, provide information about medications, suggest differential diagnoses, and assist with clinical decision-making. - (b) **Documentation Assistance:** AI-powered tools that assist in generating, summarizing, or formatting clinical notes and documentation. - (c) **Navigation Assistance:** An AI system that helps users navigate the Platform and find relevant features and information. - (d) **Transcription Services:** AI-powered transcription of telemedicine sessions and audio notes. - (e) **Clinical Summaries:** AI-assisted generation of patient clinical summaries and reports. ### 8.2 AI Is a Decision Support Tool Only — NOT a Replacement for Clinical Judgment **THE AI FEATURES ARE DESIGNED TO ASSIST, NOT REPLACE, THE CLINICAL JUDGMENT OF QUALIFIED HEALTHCARE PROFESSIONALS.** The following critical limitations apply: - (a) **No Diagnostic Authority.** AI Features do not diagnose diseases, conditions, or disorders. Any suggestions, analyses, or outputs generated by AI Features are informational only and must be independently verified by a qualified healthcare professional before being relied upon for any clinical decision. - (b) **No Treatment Recommendations.** AI Features do not prescribe, recommend, or endorse any specific treatment, medication, procedure, or course of action. Any treatment-related information provided by AI Features is general in nature and must be evaluated in the context of each individual patient's unique clinical presentation. - (c) **No Replacement for Professional Training.** AI Features are not a substitute for medical education, clinical training, professional experience, or the exercise of professional medical judgment. Users must possess the requisite professional qualifications and licensure to interpret and act upon information provided by AI Features. - (d) **Supervising Physician Responsibility.** The licensed physician or supervising healthcare professional remains solely responsible for all clinical decisions made with respect to patient care, regardless of whether AI Features were consulted in the decision-making process. ### 8.3 Accuracy and Reliability Limitations **AI FEATURES ARE NOT INFALLIBLE AND MAY PRODUCE INACCURATE, INCOMPLETE, OR MISLEADING RESULTS.** Users must be aware of the following limitations: - (a) **Statistical Nature.** AI models operate on statistical probabilities and pattern recognition. They may produce outputs that are statistically plausible but clinically incorrect for a specific patient or situation. - (b) **Knowledge Cutoff.** AI models are trained on data available up to a certain date. They may not reflect the most current medical research, guidelines, drug interactions, or clinical best practices. Users should always consult the most current authoritative medical sources. - (c) **Hallucinations.** AI models may generate responses that appear authoritative but contain fabricated information, including fictitious medical studies, non-existent drug names, incorrect dosages, or false clinical guidelines. This phenomenon, known as "hallucination," is an inherent limitation of current AI technology. - (d) **Bias.** AI models may reflect biases present in their training data, including potential biases related to race, ethnicity, gender, age, socioeconomic status, or geographic region. These biases may affect the accuracy and applicability of AI outputs for certain patient populations. - (e) **Context Limitations.** AI Features may not have access to all relevant clinical context, including but not limited to: the patient's complete medical history, physical examination findings, social determinants of health, patient preferences, or local epidemiological factors. Outputs should be interpreted in light of the full clinical picture. - (f) **Drug Interactions and Contraindications.** While AI Features may provide information about drug interactions and contraindications, this information may be incomplete or outdated. Users must independently verify all drug-related information using authoritative pharmacological references and clinical judgment. - (g) **Rare Conditions.** AI models may perform less accurately for rare diseases, unusual presentations, or patient populations underrepresented in training data. ### 8.4 User Obligations When Using AI Features By using AI Features, you agree to the following obligations: - (a) **Independent Verification.** You will independently verify all clinically relevant information, suggestions, or outputs generated by AI Features before relying upon them for patient care decisions. - (b) **Professional Standards.** You will use AI Features in accordance with applicable professional standards of care, ethical guidelines, and scope of practice requirements. - (c) **Documentation.** You will not rely solely on AI-generated documentation for patient records. All AI-generated content must be reviewed, verified, and approved by a qualified healthcare professional before being incorporated into the official patient medical record. - (d) **Patient Disclosure.** Where required by applicable law, regulation, or professional ethical standards, you will disclose to patients the use of AI tools in their care. Even where not legally required, transparency with patients about AI use is strongly encouraged. - (e) **Reporting.** You will promptly report to MobiEMR any instances where AI Features produce clearly erroneous, dangerous, or misleading clinical information, using the reporting mechanisms provided within the Platform. - (f) **Training.** You will ensure that all Authorized Users who have access to AI Features receive appropriate training on the capabilities, limitations, and proper use of such features. - (g) **Prohibited Uses.** You will not use AI Features for: (i) making autonomous clinical decisions without human oversight; (ii) emergency or life-threatening situations as the sole source of clinical guidance; (iii) generating fraudulent documentation or billing claims; (iv) any purpose that violates applicable laws, regulations, or professional ethical standards. ### 8.5 AI Data Usage and Privacy - (a) **Patient Data in AI Interactions.** When AI Features are used in the context of a specific patient, relevant patient data may be transmitted to AI service providers for processing. This data is transmitted securely and is governed by the terms of our Business Associate Agreement and data processing agreements with our AI service providers. - (b) **AI Service Providers.** MobiEMR utilizes third-party AI service providers (including but not limited to Amazon Web Services AI/ML services) to power certain AI Features. Patient Data transmitted to these providers is: (i) encrypted in transit and at rest; (ii) processed solely for the purpose of generating the requested output; (iii) not used by the AI service provider to train or improve their general AI models; and (iv) subject to appropriate data processing agreements that comply with HIPAA and other applicable data protection laws. - (c) **AI Conversation Logging.** AI chat sessions and interactions may be logged for: (i) quality assurance and improvement of AI Features; (ii) audit and compliance purposes; (iii) investigating reported errors or safety concerns; and (iv) usage tracking and billing. These logs are treated as confidential information and are subject to the same security and privacy protections as other Patient Data. - (d) **AI Usage Limits.** Certain AI Features may be subject to usage limits based on the Subscriber's Business Plan. Usage limits may include restrictions on the number of AI interactions, tokens processed, or features available. MobiEMR will notify Subscribers when they approach or exceed their usage limits. ### 8.6 AI Feature Availability and Changes - (a) **Beta Features.** Certain AI Features may be designated as beta or experimental. Beta features are provided "as-is" with no warranties or service level guarantees. MobiEMR may modify or discontinue beta features at any time without notice. - (b) **Model Updates.** MobiEMR may update, modify, or replace the AI models powering AI Features at any time. While we strive to maintain or improve quality, updates may result in changes to the behavior, accuracy, or capabilities of AI Features. - (c) **Feature Changes.** MobiEMR reserves the right to modify, enhance, or discontinue AI Features at any time, with reasonable notice for material changes that affect paid features. ### 8.7 Limitation of Liability for AI Features **TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MOBIEMR SHALL NOT BE LIABLE FOR ANY CLINICAL OUTCOMES, PATIENT HARM, MISDIAGNOSIS, TREATMENT ERRORS, OR OTHER ADVERSE EVENTS THAT RESULT FROM RELIANCE ON AI FEATURES.** The use of AI Features does not create a physician-patient relationship between MobiEMR (or its AI service providers) and any patient. The treating healthcare professional bears sole responsibility for all clinical decisions. --- ## 9. TELEMEDICINE SERVICES **9.1 Telemedicine Compliance.** Subscribers who use the telemedicine features of the Platform are solely responsible for ensuring compliance with all applicable telemedicine laws and regulations in the jurisdictions where they practice and where their patients are located, including but not limited to: (a) licensure requirements for cross-jurisdictional practice; (b) informed consent requirements for telemedicine encounters; (c) prescribing regulations for telehealth visits; and (d) documentation and record-keeping requirements. **9.2 Telemedicine Limitations.** The Platform provides the technological infrastructure for telemedicine sessions but does not provide medical services. MobiEMR is not responsible for: (a) the quality of medical care delivered through telemedicine sessions; (b) technical issues arising from the patient's or provider's internet connection, hardware, or software; (c) ensuring that telemedicine is appropriate for a particular clinical situation; or (d) compliance with local telemedicine regulations. **9.3 Session Recording.** Telemedicine sessions may be recorded only with the informed consent of all participants and in compliance with applicable recording consent laws. The Subscriber is responsible for obtaining and documenting such consent. Recordings are stored securely and are subject to the same data protection measures as other Patient Data. **9.4 Transcription Services.** AI-powered transcription of telemedicine sessions is provided as a convenience feature and is subject to the limitations described in Section 8. Transcriptions may contain errors and must be reviewed by a qualified professional before being relied upon for clinical documentation. --- ## 10. COMMUNICATION SERVICES **10.1 Email and SMS Notifications.** The Platform enables Subscribers to send notifications to patients via email and SMS. Subscribers are responsible for: (a) obtaining appropriate patient consent for electronic communications; (b) ensuring that the content of communications complies with applicable laws, including anti-spam regulations; (c) maintaining accurate patient contact information; and (d) using communication features in accordance with HIPAA minimum necessary standards. **10.2 Direct Communication.** The Platform's direct communication features enable secure messaging between providers and patients. These communications are encrypted and stored as part of the patient's medical record. Subscribers should establish and communicate response time expectations with patients and should not use direct communication for urgent or emergency clinical situations. **10.3 Share Links.** The Platform may generate secure share links that allow patients to access specific medical information (prescriptions, lab results, appointments, invoices) without requiring a full portal account. Share links expire after a configured period and may be single-use or limited-use. Subscribers are responsible for ensuring that share links are sent only to the intended recipients. --- ## 11. ACCEPTABLE USE **11.1 Permitted Use.** The Platform may only be used for legitimate healthcare purposes, including the delivery of healthcare services, management of patient information, and related administrative functions. The Platform must be used in compliance with all applicable laws and regulations. **11.2 Prohibited Conduct.** You agree not to: - (a) Use the Platform for any unlawful purpose or in violation of any applicable law or regulation - (b) Access or attempt to access accounts, data, or systems that you are not authorized to access - (c) Introduce viruses, malware, or any other harmful code into the Platform - (d) Interfere with or disrupt the integrity or performance of the Platform - (e) Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform - (f) Modify, adapt, or create derivative works based on the Platform - (g) Sell, resell, license, sublicense, or distribute the Platform to third parties - (h) Use the Platform to store or transmit information that is not related to legitimate healthcare purposes - (i) Use automated means (bots, scrapers, etc.) to access or interact with the Platform without prior written authorization - (j) Circumvent or attempt to circumvent any access controls, security measures, or usage limits - (k) Use the Platform to generate fraudulent medical records, prescriptions, billing claims, or other healthcare documents - (l) Share patient data with unauthorized individuals or entities - (m) Use AI Features in a manner inconsistent with Section 8 --- ## 12. INTELLECTUAL PROPERTY **12.1 Platform Ownership.** The Platform, including all software, code, algorithms, AI models, user interfaces, designs, trademarks, logos, and documentation, is the exclusive property of MobiEMR and its licensors. This Agreement does not grant you any rights to MobiEMR's intellectual property except the limited license to use the Platform as described herein. **12.2 License to Use.** Subject to the terms of this Agreement, MobiEMR grants the Subscriber a limited, non-exclusive, non-transferable, revocable license to access and use the Platform during the subscription term for the Subscriber's internal healthcare operations. **12.3 Feedback.** If you provide MobiEMR with feedback, suggestions, or ideas regarding the Platform, you grant MobiEMR a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such feedback into the Platform without any obligation to you. **12.4 Third-Party Components.** The Platform may incorporate third-party software components, libraries, and services. Such components are subject to their respective licenses, and MobiEMR makes no warranty regarding third-party components beyond those provided by the respective third-party licensors. --- ## 13. TERM AND TERMINATION **13.1 Term.** This Agreement begins when you create an account and continues until terminated in accordance with this Section. **13.2 Termination by Subscriber.** You may terminate your subscription at any time by providing notice through the Platform or by contacting MobiEMR customer support. Termination will be effective at the end of the current billing cycle. No refunds will be provided for partial billing periods, except as required by applicable law. **13.3 Termination by MobiEMR.** MobiEMR may terminate or suspend your access to the Platform: (a) immediately, without prior notice, if you violate any material term of this Agreement; (b) immediately, if required by law or court order; (c) upon thirty (30) days' notice for any reason or no reason; or (d) immediately, if you fail to pay any outstanding fees after the grace period specified in Section 5.5. **13.4 Effect of Termination.** Upon termination: (a) your right to access and use the Platform ceases immediately; (b) you must cease all use of the Platform and delete any cached or stored content; (c) MobiEMR will retain your data for the period specified in Section 6.7 to allow for data export; and (d) all accrued payment obligations survive termination. **13.5 Survival.** The following sections survive termination of this Agreement: Section 6 (Data Ownership and Privacy), Section 8.7 (Limitation of Liability for AI Features), Section 12 (Intellectual Property), Section 14 (Disclaimer of Warranties), Section 15 (Limitation of Liability), Section 16 (Indemnification), and Section 18 (Governing Law and Dispute Resolution). --- ## 14. DISCLAIMER OF WARRANTIES **14.1** THE PLATFORM 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, TITLE, AND NON-INFRINGEMENT. **14.2** MOBIEMR DOES NOT WARRANT THAT: (A) THE PLATFORM WILL MEET YOUR SPECIFIC REQUIREMENTS; (B) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS OBTAINED FROM THE USE OF THE PLATFORM WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY INFORMATION OR MATERIALS OBTAINED THROUGH THE PLATFORM WILL MEET YOUR EXPECTATIONS; OR (E) ANY ERRORS IN THE PLATFORM WILL BE CORRECTED. **14.3** MOBIEMR DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION PROVIDED BY AI FEATURES, AND SPECIFICALLY DISCLAIMS ALL LIABILITY FOR CLINICAL DECISIONS MADE IN RELIANCE ON AI-GENERATED CONTENT. **14.4** NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MOBIEMR OR THROUGH THE PLATFORM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. --- ## 15. LIMITATION OF LIABILITY **15.1** TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MOBIEMR, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH: (A) YOUR USE OF OR INABILITY TO USE THE PLATFORM; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE PLATFORM; (C) ANY PATIENT DATA OR OTHER CONTENT OBTAINED FROM THE PLATFORM; (D) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR DATA; OR (E) ANY CLINICAL DECISIONS, PATIENT OUTCOMES, OR MEDICAL ERRORS, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER MOBIEMR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. **15.2** TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MOBIEMR'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY THE SUBSCRIBER TO MOBIEMR DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS (USD $100). **15.3** THE LIMITATIONS OF LIABILITY IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO CERTAIN LIMITATIONS MAY NOT APPLY TO YOU. --- ## 16. INDEMNIFICATION **16.1** You agree to indemnify, defend, and hold harmless MobiEMR, its officers, directors, employees, agents, affiliates, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Platform; (b) your violation of this Agreement; (c) your violation of any applicable law or regulation; (d) your violation of any third party's rights, including any patient's privacy rights; (e) any clinical decisions made using or based on information from the Platform, including AI Features; (f) any claim by a patient or third party arising from healthcare services provided using the Platform; or (g) any data you submit, post, or transmit through the Platform. --- ## 17. FORCE MAJEURE **17.1** MobiEMR shall not be liable for any failure or delay in performance of its obligations under this Agreement to the extent that such failure or delay is caused by events beyond its reasonable control, including but not limited to: natural disasters, epidemics or pandemics, acts of war or terrorism, civil unrest, government actions or regulations, failures of telecommunications or power infrastructure, cyberattacks, or failures of third-party service providers. MobiEMR will use commercially reasonable efforts to mitigate the impact of any force majeure event and resume performance as soon as practicable. --- ## 18. GOVERNING LAW AND DISPUTE RESOLUTION **18.1 Governing Law.** This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, United States, without regard to its conflict of laws provisions. **18.2 Arbitration.** Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be settled by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in English, and the seat of arbitration shall be Miami, Florida. **18.3 Class Action Waiver.** YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION OR CLASS-WIDE ARBITRATION. **18.4 Exceptions.** Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information. **18.5 International Subscribers.** For Subscribers located outside the United States, the governing law and dispute resolution provisions of this section apply to the extent permitted by local law. Where local law requires application of local courts or law, such requirements shall prevail. --- ## 19. GENERAL PROVISIONS **19.1 Entire Agreement.** This Agreement, together with the Privacy Policy, Business Associate Agreement, and any applicable order forms or addenda, constitutes the entire agreement between you and MobiEMR with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, whether electronic, oral, or written. **19.2 Severability.** If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect. **19.3 Waiver.** The failure of MobiEMR to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement will be effective only if in writing and signed by MobiEMR. **19.4 Assignment.** You may not assign or transfer this Agreement or any rights or obligations hereunder without MobiEMR's prior written consent. MobiEMR may assign this Agreement without restriction. **19.5 Notices.** All notices under this Agreement shall be in writing and shall be deemed given when: (a) delivered personally; (b) sent by confirmed email; or (c) sent by certified mail, return receipt requested, to the address on file. Notices to MobiEMR should be sent to the contact information published on our website. **19.6 Independent Contractors.** The relationship between MobiEMR and the Subscriber is that of independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. **19.7 Third-Party Beneficiaries.** This Agreement does not create any third-party beneficiary rights, except as expressly provided herein. **19.8 Export Compliance.** You agree to comply with all applicable export control laws and regulations. You shall not export or re-export the Platform to any country, person, or entity prohibited by applicable law. --- ## 20. CONTACT INFORMATION For questions about these Terms of Service, please contact: **MobiEMR** Email: legal@mobiemr.com Website: www.mobiemr.com --- **BY USING THE MOBIEMR PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.**