Terms of Service

1. The Service

MedPhone provides an AI-powered voice assistant that performs administrative healthcare communication tasks on behalf of the practice (“Customer,” “you”), including appointment scheduling, rescheduling, cancellation, and prescription refill request routing, integrated with Customer’s electronic health record (“EHR”) system.

MedPhone is a communication and workflow automation tool. It is not a medical device and does not provide medical advice, diagnosis, or treatment. All clinical decisions remain the sole responsibility of Customer’s licensed healthcare professionals. MedPhone does not review, approve, or deny any clinical request; it routes requests to Customer’s staff and systems for clinical judgment.

The Service is not an emergency service and is not designed for clinical triage. Callers who describe a medical emergency are told to hang up and dial 911. The Service does not place emergency calls and must not be relied on to detect or respond to emergencies.

2. Customer Responsibilities

Customer is solely responsible for:

• Reviewing and acting on all requests routed by MedPhone (refill requests, appointment changes) in a timely manner;
• Ensuring its own compliance with HIPAA, TCPA, and all applicable state and federal healthcare and telecommunications regulations;
• Maintaining accurate provider, appointment type, and scheduling data within its EHR system, as MedPhone relies on this data to operate correctly;
• Promptly notifying MedPhone of any known errors, misroutes, or service issues.
• Reviewing and approving the greeting, scripts, transfer rules, and practice information MedPhone configures for Customer before go-live and whenever they change.

3. Calls, Recording, and AI Disclosure

Customer is responsible for the notices given to its callers. Customer will ensure that callers are told, in the greeting Customer approves, that they are speaking with an automated AI assistant and that the call may be recorded, and will obtain any consent to recording required by state law, including in states that require the consent of all parties to a call. MedPhone will configure the Service to play the greeting Customer approves.

Customer represents that it has obtained, and will maintain records of, all consents required under the Telephone Consumer Protection Act (“TCPA”) and applicable state law for any outbound calls or text messages initiated through the Service, including consent for calls that use an artificial voice. Customer will not use the Service to call emergency lines or numbers on a do-not-call list.

4. Fees, Billing, and Suspension

Customer will pay the fees for its plan as published on MedPhone’s pricing page or set out in Customer’s onboarding document, including per-minute charges for usage above the plan’s included minutes. Fees are billed monthly in advance, usage is billed in arrears, and invoices are due within thirty (30) days. Fees exclude taxes, which Customer will pay other than taxes on MedPhone’s income.

There is no long-term commitment: the subscription continues month to month until either party cancels with thirty (30) days’ written notice. MedPhone may change its fees on thirty (30) days’ written notice. If undisputed amounts are more than thirty (30) days overdue, MedPhone may suspend the Service after giving ten (10) days’ written notice, and will restore it promptly once the account is brought current.

5. Data and PHI

Customer represents and warrants that it has all necessary rights, consents, and authority to transmit patient information, including Protected Health Information (“PHI”), through the Service. Use and protection of PHI is governed by the HIPAA Business Associate Agreement set forth in Section 6 of Customer’s Practice Onboarding document, which controls if it conflicts with these Terms.

AI training. MedPhone does not use PHI to train artificial intelligence models, except data that has been de-identified in accordance with 45 C.F.R. § 164.514. MedPhone does not permit its service providers to use Customer’s data to train their own models.

De-identified and aggregated data. MedPhone may create de-identified and aggregated data from use of the Service, such as call volumes and resolution rates, and use it to operate, secure, and improve the Service. MedPhone will not attempt to re-identify such data and will not sell it.

Service providers. MedPhone uses third-party service providers to deliver the Service, including cloud hosting, telephony, speech recognition, and language model providers. Each is bound by written terms at least as protective as these Terms and, where it handles PHI, by a business associate agreement. A current list is available on request.

6. Confidentiality

Each party will protect the other’s non-public business, technical, and financial information that is disclosed in connection with the Service, use it only to perform under these Terms, and disclose it only to personnel and advisers who need to know it and are bound by similar duties. These duties do not apply to information that is public through no fault of the receiving party, already known to it, independently developed, or rightfully received from a third party. PHI is governed by the Business Associate Agreement.

7. Intellectual Property and Feedback

MedPhone owns the Service, including its software, models, prompts, and configurations, and all improvements to it. Customer owns its data, including its practice information and patient records. These Terms grant no rights except those expressly stated.

If Customer gives MedPhone suggestions or feedback about the Service, MedPhone may use them without restriction or obligation to Customer.

8. No Warranty

The service is provided “as is” and “as available,” without warranties of any kind, whether express or implied, including without limitation warranties of merchantability, fitness for a particular purpose, and non-infringement. MedPhone does not guarantee uninterrupted, error-free, or secure operation of the service. Voice recognition, transcription, and AI-generated responses may contain errors. Customer is responsible for reasonable oversight of service outputs.

9. Limitation of Liability

To the maximum extent permitted by law, MedPhone’s total aggregate liability arising out of or relating to the service, whether in contract, tort (including negligence), strict liability, statute, or any other legal theory, shall not exceed the fees paid by Customer to MedPhone in the twelve (12) months preceding the event giving rise to the claim.

In no event shall MedPhone be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation lost profits, lost revenue, lost data, or business interruption, even if MedPhone has been advised of the possibility of such damages.

This limitation does not apply to: (a) Customer’s payment obligations; (b) either party’s indemnification obligations; (c) MedPhone’s gross negligence or willful misconduct; or (d) liability that cannot be limited under applicable law.

10. Exclusive Remedy

For any Service failure, MedPhone will, at its sole discretion, repair the affected functionality or issue a service credit against future fees. This remedy is Customer’s sole and exclusive remedy, and MedPhone’s sole and exclusive liability, for Service performance issues.

11. Indemnification

Customer agrees to defend, indemnify, and hold harmless MedPhone from and against any claims, damages, or expenses (including reasonable attorneys’ fees) arising out of: (a) Customer’s use of the Service in violation of these Terms; (b) Customer’s violation of applicable law, including HIPAA, TCPA, or state medical practice regulations; (c) inaccurate or outdated data Customer provided or maintained in its EHR or scheduling system; or (d) clinical decisions made by Customer’s staff based on information routed through the Service.

MedPhone agrees to indemnify Customer against third-party claims that the Service, as provided by MedPhone and used in accordance with these Terms, infringes a valid U.S. patent, copyright, or trade secret, subject to prompt notice and MedPhone’s control of the defense.

12. Term, Termination, Data Return, and Survival

Either party may terminate for the other’s uncured material breach following thirty (30) days’ written notice. Upon termination, Customer’s access ceases and outstanding fees become due. Provisions relating to payment, intellectual property, disclaimers, limitation of liability, indemnification, dispute resolution, and any other provision that by its nature should survive, will survive termination.

For thirty (30) days after termination, Customer may request an export of its call records and transcripts. After that period MedPhone will delete or de-identify Customer’s data, except where the Business Associate Agreement or the law requires it to be retained.

13. Dispute Resolution; Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service will first be submitted to a thirty (30) day informal resolution process between the parties’ designated representatives. If unresolved, the dispute will be settled by binding arbitration administered by JAMS under its then-current rules, with the arbitration seated in the State of Delaware. Either party may bring an individual action in small claims court as an alternative to arbitration.

Class action and jury trial waiver: To the extent permitted by law, disputes will be resolved on an individual basis only, and both parties waive any right to a jury trial or to participate in a class, collective, or representative action.

14. Governing Law; Venue

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles. For any matter not subject to arbitration, the state and federal courts located in New Castle County, Delaware have exclusive jurisdiction.

15. Acceptance

These Terms form Section 7 of the MedPhone AI Practice Onboarding document. The signature at Sign-Off & Activation in that document applies to, and constitutes acceptance of, these Terms of Service along with every other section of that document. This constitutes an electronic signature and acceptance under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN Act).

16. General

These Terms, together with Section 6 (Business Associate Agreement) of the Practice Onboarding document, constitute the entire agreement between the parties with respect to the Service. MedPhone may update these Terms at any time; material changes will be notified to Customer’s account email with thirty (30) days’ notice, and continued use of the Service after the effective date constitutes acceptance of the updated Terms. Neither party may assign this agreement without the other’s written consent, except in connection with a merger, acquisition, or sale of substantially all assets.

The Service is offered for use by healthcare organizations in the United States. Each party will comply with applicable U.S. export control and sanctions laws in connection with the Service.

Contact Us

Questions about these Terms: info@medphone.ai