Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and AhlTrade LLC ("Company," "we," "us," or "our") governing your access to and use of the MH Scribe platform, including any associated websites, applications, software, and services (collectively, the "Service").

BY ACCESSING OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. If you do not agree to these Terms, you must not access or use the Service.

If you are entering into these Terms on behalf of a company, organization, or other legal entity ("Organization"), you represent and warrant that you have the authority to bind such Organization to these Terms. In such case, "you" and "your" shall refer to both you individually and the Organization.

2. Eligibility and Account Requirements

2.1 Professional Eligibility

The Service is intended exclusively for use by licensed mental health practitioners, including but not limited to psychiatrists, psychologists, licensed clinical social workers, licensed professional counselors, marriage and family therapists, and other qualified mental health professionals ("Practitioners"). By using the Service, you represent and warrant that:

• You hold a valid, current professional license to practice in your jurisdiction
• You are in good standing with all applicable licensing boards and regulatory bodies
• You are authorized to access and use Protected Health Information (PHI) in connection with your professional practice
• You are at least 18 years of age
• You have the legal capacity to enter into binding contracts

2.2 Account Registration

To access certain features of the Service, you must create an account. When registering, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Maintain the security of your account credentials
• Accept responsibility for all activities under your account
• Notify us immediately of any unauthorized access or security breach

2.3 Organization Accounts

If you create an account on behalf of an Organization, you acknowledge that (a) the Organization owns all data and content associated with the account, (b) you are authorized to accept these Terms on behalf of the Organization, and (c) the Organization administrator may access, modify, or delete account data.

3. HIPAA Compliance and Business Associate Agreement

3.1 Business Associate Relationship

To the extent that you use the Service to create, receive, maintain, or transmit Protected Health Information ("PHI") as defined under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and its implementing regulations, you acknowledge that:

• You are a Covered Entity or Business Associate under HIPAA
• We operate as your Business Associate with respect to PHI processed through the Service
• Our use and disclosure of PHI is governed by our Business Associate Agreement ("BAA")
• You must execute a BAA with us prior to inputting any PHI into the Service

3.2 Your HIPAA Obligations

As a Covered Entity or Business Associate, you are responsible for:

• Obtaining all necessary patient authorizations and consents required by HIPAA and applicable state law
• Ensuring your use of the Service complies with HIPAA Privacy and Security Rules
• Implementing appropriate administrative, physical, and technical safeguards within your practice
• Training your workforce on HIPAA requirements and proper use of the Service
• Responding to patient requests regarding their PHI in accordance with HIPAA
• Notifying us promptly of any suspected or actual breach involving PHI
• Maintaining required documentation and records

3.3 Minimum Necessary Standard

You agree to limit the PHI you input into the Service to the minimum necessary to accomplish the intended purpose. You shall not input PHI that is not reasonably required for clinical documentation purposes.

3.4 BAA Incorporation

The terms of our Business Associate Agreement are incorporated herein by reference. In the event of any conflict between these Terms and the BAA with respect to PHI, the BAA shall control. To request a BAA, contact compliance@mhscribe.ai.

4. Description of Services

4.1 Service Features

MH Scribe provides AI-powered clinical documentation tools for mental health practitioners, including:

• Audio recording and transcription of clinical sessions
• AI-assisted generation of clinical notes and documentation
• Template management and customization
• Billing code suggestions (ICD-10, CPT)
• Patient record management
• Clinical decision support and continuity insights
• Data export and integration capabilities

4.2 AI-Generated Content

IMPORTANT: The Service uses artificial intelligence to assist with clinical documentation. You acknowledge and agree that:

• AI-generated content is provided as a draft and requires professional review
• You are solely responsible for reviewing, editing, and approving all clinical documentation before use
• AI-generated billing codes are suggestions only and must be verified for accuracy and appropriateness
• The Service does not provide medical advice, diagnosis, or treatment recommendations
• Clinical judgment must be exercised when using any AI-generated content
• You remain fully responsible for the accuracy and completeness of all patient records

4.3 Not a Medical Device

The Service is a documentation tool and is not intended to be, nor should it be used as, a medical device, diagnostic tool, or substitute for professional clinical judgment. The Service is not FDA-cleared or approved for any diagnostic or therapeutic purpose.

5. Acceptable Use Policy

5.1 Permitted Uses

You may use the Service only for lawful purposes consistent with these Terms, including:

• Clinical documentation in connection with your professional practice
• Recording sessions with proper patient consent
• Managing patient records in compliance with applicable laws
• Generating billing documentation for legitimate healthcare services

5.2 Prohibited Conduct

You agree NOT to:

• Use the Service for any unlawful purpose or in violation of any applicable laws or regulations
• Record sessions without obtaining proper patient consent as required by applicable law
• Input false, misleading, or fabricated clinical information
• Attempt to access PHI of patients not under your care
• Share, sell, or transfer your account credentials to any third party
• Use the Service to commit healthcare fraud or billing fraud
• Reverse engineer, decompile, or disassemble any portion of the Service
• Attempt to bypass or circumvent security measures
• Introduce malware, viruses, or other harmful code
• Interfere with or disrupt the Service or servers
• Use the Service in a manner that could damage, disable, or impair the Service
• Use automated means to access the Service without express permission
• Sublicense, resell, or redistribute the Service

6. Patient Consent Requirements

You are solely responsible for obtaining all required patient consents before using the Service. This includes, but is not limited to:

• Consent to record clinical sessions (where required by law)
• Consent to use AI-assisted documentation tools
• Consent for electronic storage and processing of PHI
• Any consents required by state law regarding telehealth, recording, or electronic records
• Special consents required for sensitive information (e.g., substance abuse, HIV/AIDS, mental health treatment)

We do not verify that you have obtained required consents. Failure to obtain proper consent may violate applicable law and these Terms.

7. Fees, Payment, and Subscription

7.1 Subscription Plans

Access to certain features of the Service requires a paid subscription. Current pricing and plan details are available on our website. We reserve the right to modify pricing with thirty (30) days' notice.

7.2 Free Trial

We may offer a free trial period. At the end of the trial, your subscription will automatically convert to a paid subscription unless you cancel before the trial ends. You are responsible for canceling before the trial ends if you do not wish to be charged.

7.3 Payment Terms

• All fees are charged in advance on a monthly or annual basis
• Payments are processed through our third-party payment processor (Stripe)
• You authorize us to charge your payment method for all applicable fees
• All fees are exclusive of applicable taxes, which you are responsible for paying
• Fees are non-refundable except as expressly provided in these Terms

7.4 Automatic Renewal

Subscriptions automatically renew at the end of each billing period unless you cancel before the renewal date. You may cancel your subscription at any time through your account settings.

7.5 Failure to Pay

If payment fails, we may suspend or terminate your access to the Service. We will provide notice before suspension and a reasonable opportunity to cure the payment failure.

8. Intellectual Property Rights

8.1 Our Intellectual Property

The Service, including all software, algorithms, user interfaces, graphics, trademarks, and content (excluding User Content), is owned by us or our licensors and is protected by intellectual property laws. You are granted a limited, non-exclusive, non-transferable license to use the Service in accordance with these Terms.

8.2 Your Content

You retain all rights to the content you input into the Service ("User Content"), including clinical notes, patient records, and any other data. By using the Service, you grant us a limited license to process your User Content solely to provide the Service and as described in our Privacy Policy.

8.3 Feedback

If you provide suggestions, ideas, or feedback about the Service ("Feedback"), you grant us a perpetual, irrevocable, royalty-free license to use such Feedback for any purpose without compensation to you.

9. Data Ownership and Portability

9.1 Your Data

You own all data and content you input into the Service. We claim no ownership rights over your patient records, clinical notes, or other User Content.

9.2 Data Export

You may export your data at any time through the Service's export functionality. Upon termination, you will have thirty (30) days to export your data before it is deleted.

9.3 Data Retention

We retain your data in accordance with our Privacy Policy and applicable law. You are responsible for maintaining your own records as required by professional licensing requirements and applicable medical records retention laws.

10. Disclaimers

10.1 "As Is" Basis

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, TITLE, AND NON-INFRINGEMENT.

10.2 No Warranty of Accuracy

WE DO NOT WARRANT THAT:

• The Service will meet your specific requirements
• The Service will be uninterrupted, timely, secure, or error-free
• AI-generated transcriptions or documentation will be accurate or complete
• Billing code suggestions will be accurate, appropriate, or compliant with payer requirements
• Any errors in the Service will be corrected

10.3 Professional Responsibility

YOU ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBLE FOR:

• Reviewing and verifying all AI-generated content before use
• The accuracy and completeness of all clinical documentation
• Compliance with all applicable laws, regulations, and professional standards
• All clinical decisions made in connection with patient care
• Maintaining appropriate professional liability insurance

11. Limitation of Liability

11.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE, OUR AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Loss of profits, revenue, or business opportunities
• Loss of data or data corruption
• Cost of procurement of substitute services
• Professional liability or malpractice claims
• Regulatory fines or penalties
• Any damages arising from reliance on AI-generated content

11.2 Liability Cap

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).

11.3 Basis of the Bargain

The limitations of liability reflect the allocation of risk between the parties. This allocation is an essential element of the basis of the bargain between the parties.

12. Indemnification

You agree to indemnify, defend, and hold harmless the Company and its affiliates, directors, officers, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use of the Service
• Your breach of these Terms or the BAA
• Your violation of any applicable laws or regulations, including HIPAA
• Your failure to obtain required patient consents
• Your clinical documentation, billing practices, or patient care
• Any claim by a third party, including patients, arising from your use of the Service
• Your reliance on AI-generated content without proper professional review
• Any unauthorized access to or use of your account

13. Term and Termination

13.1 Term

These Terms are effective upon your first access to or use of the Service and continue until terminated.

13.2 Termination by You

You may terminate your account at any time through your account settings or by contacting support@mhscribe.ai. Termination does not entitle you to a refund of any prepaid fees.

13.3 Termination by Us

We may suspend or terminate your access to the Service immediately and without notice if:

• You breach any provision of these Terms or the BAA
• You fail to pay fees when due
• We reasonably believe your use poses a security risk
• We are required to do so by law
• You engage in fraudulent or illegal activity

We may also terminate your account for convenience upon thirty (30) days' written notice.

13.4 Effect of Termination

Upon termination:

• Your right to access the Service ceases immediately
• You have thirty (30) days to export your data
• We will delete your data in accordance with our Privacy Policy and applicable law
• Provisions that by their nature should survive termination shall survive (including Sections 8, 10, 11, 12, 14, 15, 16, 17, 18)

14. Dispute Resolution

14.1 Informal Resolution

Before initiating any formal dispute resolution, you agree to first contact us at compliance@mhscribe.ai to attempt to resolve the dispute informally. Most disputes can be resolved within thirty (30) days.

14.2 Arbitration Agreement

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be resolved exclusively by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in [State/City], unless the parties agree otherwise.

14.3 Class Action Waiver

YOU AND WE AGREE THAT ANY CLAIMS WILL BE RESOLVED ON AN INDIVIDUAL BASIS, AND THAT YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

14.4 Exceptions

Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened violation of intellectual property rights.

15. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. Subject to Section 14, any legal action or proceeding shall be brought exclusively in the federal or state courts located in Delaware, and you consent to personal jurisdiction in such courts.

16. Changes to These Terms

We may modify these Terms at any time. If we make material changes, we will provide notice by:

• Sending an email to your registered email address
• Posting a prominent notice in the Service
• Updating the "Last Updated" date at the top of these Terms

Changes will be effective thirty (30) days after posting unless a longer period is required by law. Your continued use of the Service after the effective date constitutes acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Service.

17. General Provisions

17.1 Entire Agreement

These Terms, together with the Privacy Policy, BAA, and any other agreements expressly incorporated by reference, constitute the entire agreement between you and us regarding the Service.

17.2 Severability

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law.

17.3 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

17.4 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction.

17.5 Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including natural disasters, acts of government, pandemic, or infrastructure failures.

17.6 Notices

All notices must be in writing and will be deemed given when delivered by email or certified mail to the addresses specified in your account or to compliance@mhscribe.ai.

17.7 Relationship of Parties

Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and us.

18. Contact Information

For questions about these Terms, please contact:

General Support
Email: support@mhscribe.ai

Compliance & Legal
Email: compliance@mhscribe.ai

Mailing Address
AhlTrade LLC
Attn: Legal Department
[Address to be added]

19. Acknowledgment

BY USING THE SERVICE, YOU ACKNOWLEDGE THAT:

• You have read and understood these Terms in their entirety
• You agree to be bound by these Terms
• You meet all eligibility requirements
• You understand the Service uses AI technology that requires professional review
• You accept full responsibility for your clinical documentation and patient care
• You will comply with all applicable laws, including HIPAA