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Sylora AIHealthcare Intelligence

Terms of Service

Last updated: July 15, 2025

Sylora, Inc. (“Sylora,” “we,” “us,” or “our”) provides a voice-driven AI medical scribing platform and related services (collectively, the “Service”) to healthcare clinic customers (“Customer” or “you”).

These Terms of Service (“Terms” or “Agreement”) govern your access to and use of the Service. By signing an order form, creating an account, 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 use the Service.

Please read this Agreement carefully, as it contains important provisions limiting our liability and requiring certain dispute resolution procedures. These Terms incorporate our Privacy Policy and, if applicable, our Data Processing Addendum (including Business Associate Agreement terms for HIPAA compliance) by reference.

1. Account Registration and Responsibilities

Eligibility

You must be 18 years or older and have the legal capacity to enter into this Agreement. The Service is intended for use by U.S. healthcare professionals and clinics.

Account Creation

To use the Service, you will need to create an account. You agree to provide accurate, current, and complete information during registration and to keep your account information up-to-date.

Account Security

You are responsible for maintaining the confidentiality of your account login credentials and for all activities that occur under your account. Do not share your login credentials with any unauthorized person.

2. License Grant and Intellectual Property

License to Use the Service

Subject to your compliance with this Agreement and payment of all applicable fees, Sylora hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service during the term of your subscription.

Sylora Intellectual Property

The Service and all content provided by Sylora are the intellectual property of Sylora or its licensors. Sylora retains all right, title, and interest in and to the Service and associated intellectual property.

3. Fees and Payment

Fees

You agree to pay all fees specified in your order form, service agreement, or Sylora's standard pricing schedule. All fees are stated and must be paid in U.S. dollars.

Late Payments

If we do not receive payment by the due date, we reserve the right to charge interest on the past due amount at the rate of 1.5% per month from the due date until paid.

4. Service Availability and Support

Service Availability

Sylora aims to ensure that the Service is available and performing substantially in accordance with our documentation. However, we may need to perform scheduled maintenance from time to time.

Support

Sylora provides standard customer support for the Service as part of your subscription. Support can be reached by email or through our support portal during normal business hours.

5. HIPAA and Protected Health Information

We will make no use or disclosure of PHI except as permitted by this Agreement or required by law, and we will implement appropriate safeguards to protect PHI.

Business Associate Agreement (BAA)

We offer a Business Associate Agreement as part of our Data Processing Addendum, which contains detailed obligations of Sylora to protect PHI.

Safeguards

Sylora maintains administrative, technical, and physical safeguards as required by HIPAA to protect the security, confidentiality, and integrity of your PHI.

6. Confidentiality

Definition

"Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that should reasonably be understood to be confidential.

Obligations

The Receiving Party will use the Disclosing Party's Confidential Information only for the purpose of performing this Agreement and will not disclose it to any third party except as permitted.

7. Warranties and Disclaimers

Except as expressly provided above, the Service is provided "AS IS" and to the maximum extent permitted by law Sylora disclaims all warranties of any kind.

Service Warranty

Sylora warrants that the Service, when used in accordance with our instructions and these Terms, will substantially perform as described in our official documentation.

Disclaimer of Warranties

Sylora does not warrant that the Service will be uninterrupted or error-free, or that it will meet your requirements. You assume all risk for any actions taken based on information from the Service.

8. Limitation of Liability

To the fullest extent permitted by law, neither Sylora nor you will be liable to the other for any indirect, incidental, consequential, special, punitive, or exemplary damages.

Cap on Liability

Each party's total cumulative liability in connection with this Agreement and the Service shall not exceed the fees actually paid by you to Sylora in the twelve (12) months immediately preceding the event giving rise to the claim.

9. Termination and Suspension

Term of Agreement

These Terms commence when you first accept them and will remain in effect until all subscriptions or access rights to the Service have expired or have been terminated.

Termination by You

You may terminate this Agreement and cancel your Service subscription at any time by providing written notice to Sylora.

Termination by Sylora

Sylora may suspend your access to the Service or terminate this Agreement for breach of these Terms, security concerns, or other valid reasons as specified in the agreement.

10. Data Processing Addendum and Business Associate Agreement

For customers that are subject to data protection laws such as HIPAA, Sylora offers a Data Processing Addendum (DPA) that includes a HIPAA Business Associate Agreement (BAA) and other relevant privacy terms.

11. Miscellaneous

Governing Law

This Agreement is governed by the laws of the State of Delaware, USA, without regard to its conflict of laws principles.

Dispute Resolution

Any dispute arising under or relating to this Agreement that cannot be resolved amicably shall be resolved through binding arbitration in Wilmington, Delaware.

Modifications to Terms

We may update or modify these Terms from time to time. If we make material changes, we will notify you and give you an opportunity to review before they become effective.

By using the Sylora Service, you acknowledge that you have read and understood this Agreement and agree to be bound by it. If you have any questions about these Terms, please contact us at legal@sylora.ai