End User License Agreement

1. Introduction

This End User License Agreement (“EULA”) applies to employees, contractors, and agents of the entity ("Client”) that has entered into a Master Subscription Agreement with CerboOM, LLC (“CerboOM”) (such agreement, together with all exhibits, addenda, and Order Forms thereunder, the “Agreement”). Each individual authorized by Client to access and use the Services is a “User” (“You,” “Your”). References to “Cerbo” or “OptiMantra” in this EULA refer to the applicable product or service offered by CerboOM. Capitalized terms used but not defined in this EULA have the meanings given to them in the Agreement. This EULA is subject to, and incorporated by reference into, the Agreement. In the event of any conflict between this EULA and the Agreement, the Agreement shall control.

2. Use Rights and Intellectual Property

a. Services License

Subject to the Agreement and this EULA, CerboOM grants You a limited revocable, non-sublicensable, non-transferable, non-exclusive, non-assignable license to access and use Services solely in Your capacity as an authorized User of Client and solely for Client’s internal business purposes. Your license is co-extensive with, and may not exceed the scope of, the license granted to Client under the Agreement. CerboOM reserves all rights not expressly granted herein.

b. Client Materials License

Any materials, content, data, or other information You submit through the Services constitutes “Client Materials” as defined in the Agreement and is subject to the license granted by Client to CerboOM under the Agreement. You acknowledge and agree that by submitting Client Materials through the Services, such materials are subject to the terms and conditions of the Agreement governing Client Materials.

c. Feedback

Any recommendations, suggestions, or other feedback You provide regarding the Services is subject to the feedback provisions of the Agreement. You acknowledge that CerboOM may freely use any such feedback without compensation or attribution to You.

d. Intellectual Property Rights

“Intellectual Property Rights” has the meaning given in the Agreement. As between You and CerboOM, CerboOM retains all Intellectual Property Rights in and to the Services, CerboOM Content, Technology, Aggregated Data, and Usage Data. You acquire no ownership interest in or to the Services or any CerboOM intellectual property by virtue of the EULA or Your use of the Services.

e. Proprietary Rights

All logos, trademarks, button icons, images, texts, graphics, trainings, whitepapers, and other materials used in connection with the Services (collectively, “CerboOM Content”) are owned and/or controlled by CerboOM and are protected under applicable intellectual property laws. Unauthorized use, copying, reproduction, modification, republishing, uploading, downloading, posting, transmitting, distributing, duplicating, or any other misuse of CerboOM Content is prohibited.

3. User Restrictions

In addition to the restrictions set forth in the Agreement, You agree not to directly or indirectly do any of the following:

a. Take any action that imposes or may impose an unreasonable or disproportionately large load on the infrastructure supporting Services;
b. Interfere or attempt to interfere with the proper working of Services;
c. Use Services or any information displayed therein to stalk, harass, abuse, defame, threaten, or defraud other Users; violate the privacy or other rights of Users; or collect, attempt to collect, store, or disclose without permission, the location or personal information of other Users;
d. Use Services for the commission or encouragement of any illegal purpose, or in violation of any local, state, national, or international law, including laws governing criminal acts, prohibited or controlled substances, recording or wiretapping, privacy, data protection, or use Services in a manner that violates the Intellectual Property Rights of another party, or import or export control laws;
e. Impersonate any person or entity, or falsely claim an affiliation with any person or entity;
f. Remove, circumvent, disable, damage, or otherwise interfere with security-related features associated with Services;
g. Intentionally interfere with or damage operation of Services or any User’s enjoyment thereof, by any means, including uploading or otherwise disseminating viruses, worms, or other malicious codes;
h. Post, store, send, transmit, or disseminate any User Content which a reasonable person could deem to be objectionable; defamatory; libelous; offensive; obscene; indecent; pornographic; harassing; threatening; embarrassing; distressing; vulgar; hateful; racially, ethnically, or otherwise offensive to any group or individual; or intentionally misleading, false, or otherwise inappropriate, regardless of whether this material or its dissemination is unlawful;
i. Post, store, send, transmit, or disseminate any User Content, Third-Party Content or material which infringes upon the Intellectual Property Rights of another;
j. Attempt to gain unauthorized access to Services, the computer systems or networks connected to Services, or any part of it, through hacking, password mining, or any other means, or interfering or attempting to interfere with the proper working of Services;
k. Create a competing service, copy, or create derivative works based on the Services or CerboOM Content, or directly or indirectly infringe or misappropriate CerboOM’s intellectual property;
l. Reverse engineer, disassemble, decompile, or decode the Services, or remove, modify, or obscure any proprietary marks or restrictive legends in or on the Services;
m. Use any AI-generated output from the Services without appropriate review, verification, correction, and approval by qualified personnel before relying on such output or including it in any record, communication, diagnosis, treatment plan, billing submission, or other workflow;
n. Record, transcribe, summarize, or otherwise process any encounter, communication, or interaction through the Services unless all legally required notices have been provided and all legally required consents, permissions, and authorizations have been obtained; or
o. Use the Services as a substitute for professional medical judgment, clinical decision-making, or independent legal, compliance, coding, billing, or reimbursement review.

4. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED ON AN “AS-IS” AND ”AS-AVAILABLE” BASIS. CERBO DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE INCLUDING, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CERBO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS. CERBO MAKES NO WARRANTY REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, UNIQUENESS OR CLINICAL APPROPRIATENESS OF ANY USER CONTENT, CERBO CONTENT, OR AI-GENERATED OUTPUTS OR ANY RESULTS OBTAINED THROUGH THE SERVICES. YOU ACKNOWLEDGE THAT AI-GENERATED OUTPUTS ARE DRAFT DOCUMENTATION AIDS ONLY AND ARE NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT OR INDEPENDENT REVIEW. THE WARRANTY DISCLAIMERS SET FORTH IN THE AGREEMENT APPLY FULLY TO YOUR USE OF THE SERVICES UNDER THIS EULA.

5. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CERBO SHALL NOT BE LIABLE TO YOU FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM YOUR USE OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CERBO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATION OF LIABILITY AND DAMAGES EXCLUSIONS SET FORTH IN THE AGREEMENT APPLY FULLY TO YOUR USE OF THE SERVICES UNDER THIS EULA. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

6. Representations and Warranties

You represent and warrant that You will:

a. Comply with all applicable laws, regulations, and governmental requirements; including recording, wiretapping, privacy, data protection, and health care laws;
b. Comply with the terms and conditions set forth in this EULA, and the Agreement;
c. Review, verify, correct, and approve AI-generated outputs before relying on them or including them in any medical record, billing submission, patient communication, or other professional workflow; and
d. Not access or use the Services for any purpose beyond the scope authorized by Client or the Agreement.

7. Term and Termination

a. Term

This EULA will remain in full force and effect while You use Services (“Term”).

b. Termination

CerboOM reserves the right to terminate this EULA or suspend Your access to the Services (i) at any time, in its reasonable business judgment; (ii) if You breach any provision of this EULA or the Agreement (iii) if You violate applicable law; or (iv) if Client’s Agreement with CerboOM is terminated or suspended. This EULA will automatically terminate if You are no longer an authorized User of Client (including if You separate from Your employer or Client revokes Your access).

c. Effect of Termination

Upon termination of this EULA, Your right to access and use the Services will terminate immediately. In the event of any termination or expiration of this EULA, all provisions of this EULA whose meaning requires them to survive shall accordingly survive.

8. Choice of Law and Dispute Resolution

This EULA shall be governed by the laws of the State of Delaware without regard to its conflict of law provisions. Any and all disputes related to this EULA will be resolved in accordance with the dispute resolution terms of the Agreement between CerboOM and Client.

9. General

a. Severability

If any provision of this EULA is deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this EULA and shall not affect the validity and enforceability of any remaining provisions.

b. Electronic Communications

You consent to receive electronic communications from CerboOM in connection with Services.

c. Confidentiality

The terms of this EULA, the Agreement, and any information about CerboOM’s Services, Technology, pricing, or business operations are confidential. You shall keep all information strictly confidential, unless disclosure is required by law or judicial process, or such information is publicly known or obtained by You without any breach of any confidentiality obligation.

d. Relationship to the Agreement

This EULA is subject to, and incorporated by reference into, the Agreement. In the event of any conflict between the EULA and the Agreement, the Agreement shall control. CerboOM’s failure to exercise or enforce any right or provision of this EULA shall not operate as a waiver of such right or provision. The section titles in this EULA are for convenience only and have no legal or contractual effect.

e. Contact Us

Please contact Your employer with any questions You may have about the terms of this EULA. You may also contact CerboOM directly at support@cer.bo (for Cerbo products) or support@optimantrainc.zendesk.com (for OptiMantra products), or by mail to: CerboOM, LLC, 501 Union Street, Suite 545, PMB 41842, Nashville, TN 37219.

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E-Prescribing via the Surescripts Network

Terms of Use

f. 1) E-Prescription. CerboOM’s EHR software (the “EHR”) includes e-prescribing (“eRx”) capabilities via the Surescripts prescribing network.

2) Your Representations.

a) You represent that you are an individual, located in the United States or a United States territory who, performing healthcare services as an employee, staff member, or otherwise as a legally authorized representative of the clinic that has contracted with CerboOM to use the EHR.
b) You represent that, to the extent required by applicable law, you are licensed, registered, or otherwise authorized by the appropriate governmental authority to perform such healthcare services.

3) Your Surescripts Obligations.

a) You shall keep confidential the proprietary or confidential information of Surescripts and Surescripts Data Sources.
b) You shall comply with applicable law in using eRx, including without limitation by obtaining all necessary patient consents and authorizations prior to transmitting or requesting patient information via eRx.
c) You may use the Surescripts network only in accordance with the Prescriber Connectivity Agreement between CerboOM and Surescripts. In particular, you shall comply with the privacy and security provisions regarding safeguarding of protected health information and breach notification.
d) You acknowledge that any prescription benefit and medication history information provided via the Surescripts network may not be complete or accurate. You shall confirm the accuracy of prescription benefit and medication history information with the patient prior to providing any medical services based on this information, and shall always use professional judgment in the provision of care.

4) Disclaimers.

a) Neither CerboOM nor Surescripts make any guarantee that you will gain or retain access to the Surescripts network or to any Surescripts Data Source.
b) Neither Surescripts nor any Surescripts Data Source provides any warranties regarding the accuracy or completeness of the prescription benefit or medication history information. You release and hold Surescripts harmless, and any person or entity providing prescription benefit or medication history information from any liability, cause of action, or claim related to the completeness or lack thereof of the prescription benefit or medication history information.
c) Any Surescripts Data Source in its sole discretion may elect not to receive prescriptions and other messages via the Surescripts network.
d) The Surescripts network is not intended to serve as a replacement for: (1) a written prescription where required by law or regulation or for record keeping purposes; or (2) applicable prescription documentation.CPT® Code Terms of Use
The Services may include Current Procedural Terminology (“CPT®”) codes and descriptions licensed from the American Medical Association (“AMA”). By accessing or using any portion of the Services that includes CPT content, You acknowledge and agree to the following:
2) Trademark Notice. CPT is a registered trademark of the American Medical Association.
3) AMA Disclaimer. Fee schedules, relative value units, conversion factors and/or related components are not assigned by the AMA, are not part of CPT, and the AMA is not recommending their use. The AMA does not directly or indirectly practice medicine or dispense medical services. The AMA assumes no liability for data contained or not contained herein.
4) U.S. Government Rights. This product includes CPT which is commercial technical data, which was developed exclusively at private expense by the American Medical Association, 330 North Wabash Avenue, Chicago, Illinois 60611. The American Medical Association does not agree to license CPT to the Federal Government based on the license in FAR 52.227-14 (Data Rights – General) and DFARS 252.227-7015 (Technical Data – Commercial Items) or any other license provision. The American Medical Association reserves all rights to approve any license with any Federal agency.
5) Applicable FARS/DFARS Restrictions Apply to Government Use.
6) Use Restrictions. You shall not copy, modify, translate, reverse engineer, create derivative works of, or otherwise use CPT content except as expressly authorized in connection with Your use of the Services. CPT content may not be used as a substitute for the AMA’s CPT book. You may not distribute, sublicense, sell, or transfer CPT content to any third party.
7) No Warranty. THE AMA MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO CPT CONTENT, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, OR CURRENTNESS. CPT CONTENT IS PROVIDED “AS IS.”