Mentera Inc. - Terms of Service

ACCEPTANCE OF TERMS: By accessing or using the website (mentera.ai), the Mentera AI management platform, our web application, our mobile application, or any related services (collectively, the “Services”), you (“User,” “Provider,” or “you”) agree to be bound by these Terms of Service (“Terms”) and our Privacy Policy. If you do not agree, do not use the Services.

1. Account Registration and Authorized Users

To access the Services, you must register for an account. By creating an account, you agree to the following:

• Eligibility: You must be 18 years or older. If you are using clinical documentation features, you represent that you are a licensed healthcare professional or an authorized staff member acting under the supervision of a licensed professional.
• Authorized Users: You are solely responsible for all activities that occur under your account, including the actions of any staff members, employees, nurses, or other authorized users to whom you grant access. You agree to ensure that all authorized users comply with these Terms. Any breach of these Terms by your authorized users shall be deemed a breach by you.
• Security: You are responsible for maintaining the confidentiality of your login credentials. You agree to notify us immediately of any unauthorized use of your account. Mentera is not liable for any loss or damage arising from your failure to protect your account security.

2. User Responsibilities and Prohibited Conduct

You agree to use the Services only for lawful purposes and in accordance with these Terms. You specifically agree that you will not:

• Illegal Use: Use the Services for any illegal purpose or in violation of any local, state, or federal laws.
• Consent Requirements: You represent and warrant that, prior to using the Services, you have obtained and will continue to obtain all legally required consents, authorizations, and notices from patients, staff, customers, and any other individuals whose information is recorded, processed, or transmitted through the Services. This includes, without limitation, consent for audio and video recording where any recording or transcription feature is used in jurisdictions that require two-party or all-party consent. You acknowledge and agree that you bear sole responsibility for compliance with all applicable consent, recording, privacy, and surveillance laws. Mentera does not verify, obtain, or manage such consents and disclaims all liability arising from your failure to do so.
• Misuse of Platform: Reverse engineer, decompile, copy, or attempt to derive the source code of the software.
• Account Sharing: Share your account credentials with unauthorized third parties outside of your organization.
• Negligent Reliance: Rely solely on Mentera for medical decision-making, billing coding, or clinical documentation without human review.
• Circumvention: Attempt to bypass, disable, or circumvent any security, rate-limiting, or access-control features of the Services.

3. The Services and AI Limitations

Mentera provides an AI-powered platform to assist with various practice management tasks, including clinical documentation, marketing automation, communication workflows, and operational tools.

3.1 Nature of Artificial Intelligence

You acknowledge that the Services utilize Artificial Intelligence (AI) and Machine Learning technologies. Due to the probabilistic nature of AI:

• Potential for Error: AI outputs may sometimes be inaccurate, incomplete, or generate false information (commonly referred to as “hallucinations”).
• Verification Required: You agree that Mentera is an assistive tool, not a replacement for professional judgment. You are responsible for reviewing and verifying all AI-generated content before using, sending, saving, or acting on it.
• No Guarantee of Outcomes: You acknowledge that the Services, including any AI-generated outputs, are provided for informational and assistive purposes only. Mentera does not guarantee any specific clinical, financial, operational, regulatory, or business outcomes resulting from your use of the Services. You assume full responsibility for all decisions, actions, and outcomes arising from your use of the Services or reliance on any AI-generated content.

3.2 AI Services

The Services may include AI-powered features that record, transcribe, summarize, generate documentation, automate communications, or perform other tasks on your behalf (collectively, “AI Services”). By using any AI Services, you acknowledge and agree to the following:

• Recording Consent: Where AI Services involve audio or video recording, you are solely responsible for obtaining all required consents from patients, staff, and any other participants prior to initiating any recording or transcription. This includes compliance with applicable federal, state, and local recording and wiretapping laws (including but not limited to two-party and all-party consent jurisdictions). Mentera does not obtain consent on your behalf.
• Clinical Review Required: All AI-generated clinical notes, summaries, treatment plans, and other documentation produced by AI Services must be reviewed, edited as necessary, and approved by a licensed healthcare professional before being finalized, stored in a patient record, or used for any clinical or billing purpose.
• Output Accuracy: AI Services use speech-to-text, natural language processing, and other AI technologies that are inherently imperfect. Errors, misattributions, and omissions may occur across any AI-generated output. You are responsible for verifying the accuracy and completeness of all content produced by AI Services.
• Data Handling: Audio recordings, transcriptions, and other outputs processed through AI Services may contain Protected Health Information (PHI). Your use of these features is subject to the Business Associate Agreement referenced in Section 5 of these Terms. Mentera processes data using encrypted channels and does not retain raw audio beyond the period necessary to deliver the applicable output, unless otherwise specified in your plan or required by law.

3.3 No Medical Advice

Mentera does not provide medical advice, diagnosis, or treatment. The Services are strictly for administrative, documentation, and operational support. You retain full responsibility for all patient care and medical decision-making.

4. Communications: SMS, Email, and Marketing

The Services may include features that enable you to send SMS text messages, emails, and other electronic communications to your patients, clients, and contacts. By using these features, you acknowledge and agree to the following:

4.1 Your Obligations Under Applicable Law

You are solely responsible for ensuring that all communications sent through the Services comply with applicable laws and regulations, including but not limited to:

• The Telephone Consumer Protection Act (TCPA) and its implementing regulations
• The CAN-SPAM Act
• State-specific telemarketing, text messaging, and email marketing laws
• Any applicable healthcare communication regulations, including HIPAA

4.2 Consent

Before sending any marketing, promotional, or non-transactional communications through the Services, you must obtain and maintain records of prior express written consent (or the applicable standard of consent required by law) from each recipient. You represent and warrant that you have obtained all necessary consents before using the communication features of the Services.

4.3 Opt-Out and Unsubscribe

You agree to honor all opt-out, unsubscribe, and STOP requests promptly and in compliance with applicable law. Mentera may provide automated opt-out handling tools, but you remain solely responsible for compliance.

4.4 Prohibited Communications

You will not use the communication features of the Services to send unsolicited messages (spam), messages to numbers or addresses for which you lack proper consent, or content that is deceptive, misleading, or otherwise unlawful.

4.5 Mentera's Role

Mentera provides the technology platform for sending communications but does not verify or obtain consent on your behalf. Mentera is not responsible for the content, timing, targeting, or legal compliance of communications you send through the Services. You agree to indemnify Mentera against any claims, fines, or damages arising from your use of the communication features.

5. Data Rights, Privacy, and AI Training

• HIPAA Compliance: To the extent you upload or transmit Protected Health Information (PHI) through the Services, our use of that data is governed by the Business Associate Agreement (BAA) executed between you and Mentera. The BAA is provided as a separate, standalone agreement and is incorporated herein by reference. If you have not executed a BAA with Mentera, you agree not to upload or transmit PHI through the Services.
• Your Data: You retain ownership of your patient data, business information, and all content you upload or create through the Services (collectively, “User Data”).
• Data Roles: For purposes of applicable data protection laws, you acknowledge and agree that you act as the data controller (or covered entity, as applicable) with respect to User Data, and Mentera acts as a data processor and/or business associate, processing User Data solely on your behalf and in accordance with your instructions, these Terms, and the applicable BAA.
• Data Deletion and Portability: Upon written request, Mentera will provide you with an export of your User Data in a standard, machine-readable format within thirty (30) business days. Upon termination of your account, Mentera will delete or return your User Data within sixty (60) days, except to the extent Mentera is required to retain certain data by law or for legitimate compliance purposes. De-identified and aggregated data is not subject to deletion requests.
• Feedback: If you provide Mentera with any feedback, suggestions, ideas, or recommendations regarding the Services, you grant Mentera a perpetual, irrevocable, worldwide, royalty-free right to use, modify, incorporate, and commercialize such feedback without restriction, attribution, or compensation to you.
• License to Improve AI Models: You grant Mentera a non-exclusive, worldwide, royalty-free license to use User Data to provide the Services. Furthermore, you explicitly acknowledge and agree that Mentera may use User Data, provided it is de-identified and aggregated in compliance with HIPAA (45 CFR § 164.514), to train its proprietary AI models, enhance product accuracy, and improve the overall user experience. This right to use de-identified data survives the termination of this agreement.

6. Third-Party Services

The Services may integrate with or rely on third-party services, applications, or platforms (including but not limited to telephony providers, payment processors, electronic health record systems, and cloud infrastructure providers). Your use of such third-party services is governed by their respective terms and privacy policies. Mentera does not control and is not responsible for the availability, security, functionality, or data handling practices of third-party services and disclaims all liability arising from your use of them.

7. Fees, Billing, and Cancellation

• Subscription: Services are billed in advance on a recurring basis (monthly or annual), as selected at the time of purchase.
• Auto-Renewal: Your subscription will automatically renew at the end of each billing cycle unless you cancel before the renewal date. Mentera will provide at least seven (7) days advance notice before processing a renewal charge.
• Price Changes: Mentera reserves the right to change subscription pricing. Any price increase will take effect at the start of your next billing cycle following at least thirty (30) days written notice.
• Non-Refundable: Payments are generally non-refundable, except where required by applicable law.
• Cancellation: You may cancel your subscription at any time via your account settings or by contacting support@mentera.ai. Access will continue until the end of the current billing cycle. No partial refunds will be issued for unused portions of a billing period.

8. Free Trials

• Trial Period: Unless otherwise stated in a specific offer, free trials are provided for a period of fourteen (14) days from the date of registration (“Trial Period”).
• As-Is Use: During the Trial Period, Services are provided “AS-IS” without any warranty of any kind. Mentera assumes no liability for data loss or service interruptions during a trial.
• Conversion: If you do not cancel your trial before the expiration of the Trial Period, your account will automatically convert to the applicable paid subscription plan, and the payment method on file will be charged. You will receive a reminder notification at least three (3) days before conversion.

9. Intellectual Property

Mentera retains all rights, title, and interest in and to the Services, including our software, code, AI algorithms, proprietary models, trademarks, logos, and documentation. Nothing in these Terms grants you any ownership interest in the Services or any Mentera intellectual property.

Data Loss Disclaimer. Mentera is not responsible for data loss, corruption, or unauthorized access resulting from user configuration choices, third-party integrations, external systems, or events outside Mentera’s reasonable control.

10. Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. MENTERA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT AI OUTPUTS WILL BE COMPLETELY ACCURATE. MENTERA DOES NOT WARRANT THAT AI SERVICES WILL PRODUCE ERROR-FREE OUTPUTS OR THAT COMMUNICATIONS SENT THROUGH THE PLATFORM WILL BE DELIVERED SUCCESSFULLY.

11. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW:

• AI Outputs and Downstream Usage: Mentera shall not be liable for any damages arising from your use of, reliance on, or inability to use AI-generated outputs, including but not limited to clinical documentation, transcriptions, summaries, or communications generated by AI Services or any other feature. Mentera shall not be responsible for errors, omissions, or adverse outcomes resulting from human review failures, configuration choices, or downstream use of the Services.
• Communications: Mentera shall not be liable for any fines, penalties, claims, or damages arising from communications you send through the Services, including claims related to TCPA violations, CAN-SPAM non-compliance, or unauthorized text messages or emails.
• No Consequential Damages: Mentera shall not be liable for indirect, incidental, special, or consequential damages, including loss of profits, data, or goodwill.
• Liability Cap: Mentera’s total aggregate liability for any claims arising under these Terms shall not exceed the amount you paid to Mentera in the six (6) months preceding the claim.

12. Indemnification

You agree to indemnify, defend, and hold harmless Mentera and its officers, directors, employees, and agents from any claims, damages, liabilities, or expenses (including reasonable legal fees) arising from: (i) your use (or your authorized users’ use) of the Services; (ii) your violation of these Terms; (iii) any medical malpractice or professional liability claims arising from your treatment of patients; (iv) your failure to obtain required consents for recording, communication, or data processing; or (v) any claims arising from communications you send through the Services, including TCPA or CAN-SPAM violations. This indemnification obligation does not apply to the extent a claim is caused by Mentera’s gross negligence or willful misconduct.

13. Dispute Resolution

• Governing Law: These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles.
• Arbitration: Any dispute arising under these Terms that cannot be resolved informally within thirty (30) days shall be resolved by binding arbitration administered in accordance with the rules of the American Arbitration Association, conducted in Delaware. You agree to resolve disputes on an individual basis and waive any right to participate in a class action lawsuit or class-wide arbitration.

14. Modification of Terms

Mentera reserves the right, in its sole discretion, to modify, update, or replace these Terms at any time. If we make material changes, we will provide at least thirty (30) days advance notice by posting the updated Terms on our website, sending an email to the address associated with your account, or through an in-app notification. Your continued access to or use of the Services after such changes become effective constitutes your acceptance of the revised Terms.

Mentera may also modify, suspend, or discontinue any aspect of the Services, including features, functionality, or availability, at any time without liability to you.

15. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

16. Entire Agreement

These Terms, together with the Privacy Policy and the Business Associate Agreement (where applicable), constitute the entire agreement between you and Mentera with respect to the Services and supersede all prior or contemporaneous agreements, understandings, or representations.

17. Contact Information

For questions regarding these Terms, please contact:

support@mentera.ai