Master Subscription Agreement

Last Revised: August 10, 2026

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This Master Subscription Agreement (“Agreement”) is between CerboOM, LLC (“CerboOM”) and the entity or individual that accepts the Agreement by clicking “I agree,” checking a box indicating acceptance, executing an Order Form, or otherwise accessing or using the Services (“Client,” “you,” “your”). If you are accepting this Agreement on behalf of an entity, You represent and warrant that You have the authority to bind that entity to this Agreement, and all references to “Client,” “you,” or “your” refers to that entity. If You do not have such authority, or if You do not agree with this Agreement, You must not accept this Agreement or access or use the Services. References to “Cerbo” or “OptiMantra” in this Agreement refer to the applicable product or service offered by CerboOM. CerboOM and Client may collectively be referred to as “Parties” and separately as context implies “Party.” The Parties accordingly agree as follows:

1. Services

  1. a. General. The “Services” include, without limitation, electronic health records, practice management, Patient Portal, CerboOM API, mobile application (“App”), documentation, transcription, summarization, or workflow tools and/or other related products offered by CerboOM as described on any Order Form(s) between you and CerboOM or any applicable product-specific addendum. Additional information about how to properly access and use the Services may be found in the applicable Order Form and/or at the following Websites: www.cer.bo and www.optimantra.com (“Specifications”).
  2. b. Business Associate Terms. To the extent Client is a Covered Entity within the meaning set forth in the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), and the Health Information Technology for Economic and Clinical Health Act (“HITECH”) (together referred to as the “HIPAA Rules”) CerboOM shall be Client's Business Associate as defined in the HIPAA Rules, and solely to the extent applicable. Accordingly, the Parties hereby incorporate into this Agreement the Business Associate Agreement found at https://www.cer.bo/business-associate-agreement/ as may be amended from time to time.

2. Use Rights and Intellectual Property Rights

  1. a. Client Materials. Client may input or store PHI (as defined by the HIPAA Rules) and other information, including data, information, audio recordings, transcripts, prompts, instructions, templates, draft notices, outputs, and other content submitted to, generated through, or made available via the Services (“Client Materials”) into the Services. Client grants CerboOM a non-exclusive, worldwide, royalty-free, non-transferable license to: (1) use Client Materials to the extent necessary to make the Services available to Client, Client’s Users, and Client’s Customers (as applicable); (2) develop, improve, and enhance CerboOM’s products, services, technologies, and offerings to the extent permitted by applicable law; and (3) exercise CerboOM’s rights under this Agreement. The term of this license expires upon termination of this Agreement. Client represents and warrants that it has obtained all necessary rights, licenses, consents, notices, permissions, or other authorizations from Client’s Customers and Users to grant the license set forth in this Section 2. “Client’s Customer” for purposes of this Agreement means the person who is the subject of data that is input into the Services. “Users” means employees, contractors, or agents who Client has authorized to access and use the Services.
  2. b. The Services. Subject to Client’s obligations herein, CerboOM grants Client and its Users a non-transferable, non-exclusive, non-assignable license, during the term of Client’s subscription set out on the applicable Order Form (the “Subscription Term”), to access and use the Services (including any Updates thereto) for internal business purposes as set forth in this Agreement. CerboOM reserves all rights not expressly granted herein. “Updates” means bug fixes, improvements, modifications, and patches CerboOM periodically deploys in connection with the maintenance or enhancement of the Services. Client agrees to accept all Updates to the Services provided by or at the direction of CerboOM. CerboOM may, in its sole discretion, make any Updates to the Services that it deems or believes are necessary to maintain or enhance the Services.
    1. i. The Services are accessed via User subscriptions and may be accessed by no more than the specified number of Users. User subscriptions may not be shared or used by more than one User, except with written agreement from CerboOM in cases where (1) Users will not have access to any PHI, or (2) Client takes full responsibility for maintaining detailed access logs for individuals using a shared User account. Client may add Users at any time. Billing for newly-added Users is effective immediately. Client may remove User subscriptions by removing the corresponding User account; thereafter, billing for that User will be removed within 30 days. Client agrees to keep User accounts current, and is responsible for regularly reviewing their invoice. CerboOM will neither remove nor reimburse Client fees that are invoiced due to Client’s error (for example, failure to remove a User or service). CerboOM will, however, correct its own invoicing error when Client provides CerboOM with written notice of the same within 180 days of the invoice date.
    2. ii. Client is responsible for ensuring all Users comply with the requirements associated with the Services and is solely responsible for any harm, damage, or claims resulting from a User’s use of the Services. Client shall use commercially reasonable efforts to prevent unauthorized access to or use of the Services and shall notify CerboOM promptly upon learning of any such unauthorized access or use.
  3. c. Aggregated Data. CerboOM may create aggregated, de-identified data using Client Materials (“Aggregated Data”) to improve the Services, create new services, or for reporting purposes, both internally and commercially, provided that such Aggregated Data does not identify Client’s Customers or reveal PHI, does not identify Client, and does not reveal proprietary business information of Client. As between the Parties, CerboOM owns all right, title, and interest in and to Aggregated Data. All PHI and uses of PHI are subject to the Business Associate Agreement between the Parties.
  4. d. Intellectual Property Rights. “Intellectual Property Rights” means all worldwide intellectual property rights, including without limitation copyrights, trademarks, service marks, trade secrets, know-how, inventions, patents, patent applications, moral rights and all other proprietary rights, whether registered or unregistered, and all derivative works, models, model weights, and Aggregated Data, and all CerboOM Technology. “Technology” means the software, algorithms, machine learning and artificial intelligence models (including model weights, parameters, and training data), documentation, tools, APIs, deliverables, and all related and underlying technology, infrastructure, and intellectual property in any CerboOM offerings, including all derivative works, modifications, improvements, and enhancements thereof.
    1. i. CerboOM’s Ownership Rights. As between the Parties, CerboOM retains all Intellectual Property Rights in and to the Services and any other proprietary information provided to Client pursuant to the terms of this Agreement.
    2. ii. Client’s Ownership Rights. As between the Parties, Client retains all Intellectual Property Rights in and to Client Materials.
  5. e. Feedback. If Client provides CerboOM with oral or written feedback, suggestions, or recommended changes to the Services or related products or services, including without limitation new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), CerboOM is free to use such Feedback without any attribution or compensation to any party, for any purpose whatsoever. Client hereby assigns to CerboOM on behalf of itself, and on behalf of its agents, all right, title, and interest in and to Feedback, including any ideas, know-how, concepts, techniques, or other intellectual property rights contained therein. CerboOM is not required to use any Feedback.
  6. f. Usage Data. CerboOM may collect, store, and use data related to or derived from the operation of the Services or Client’s or Users’ use of the Services, including metadata, telemetry, technical logs, object definitions, usage patterns, feature interaction data, and performance information (“Usage Data”). Usage Data does not include or constitute Client Materials. As between the parties, CerboOM owns all right, title, and interest in Usage Data.
  7. g. Restrictions. Neither Client nor its Users shall directly or indirectly:
    1. i. copy, scrape, archive, modify, translate, adapt, or otherwise create derivative works of the Services or any part thereof;
    2. ii. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code associated with the Services or any part thereof;
    3. iii. remove, copy, delete, alter, or obscure any proprietary notice, trademarks or any copyright used in connection with the Services;
    4. iv. use the Services in violation of any applicable law, regulation, or rule;
    5. v. circumvent, remove, alter, degrade, or thwart any protections of the Services;
    6. vi. access or use the Services for purposes of competitive analysis, benchmarking, or the development or provision of a competing product or service, or for any purpose that is to CerboOM’s commercial disadvantage as determined by CerboOM in its sole discretion;
    7. vii. take action that imposes or may impose an unreasonable load on the technical infrastructure used to support Services;
    8. viii. rent, lend, assign, distribute, publish, transfer sell, resell, sublicense, lease or otherwise make available the Services to any person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service, or otherwise provide the Services for the benefit of a third party without CerboOM’s express written permission;
    9. ix. share access credentials for the Services, allow the shared use of Client User logins, or exceed the agreed upon number of Client Users;
    10. x. otherwise access or use the Services beyond the scope of the authorization granted under this Agreement
    11. xi. knowingly, recklessly, or negligently use the Services to store or transmit infringing, libelous, defamatory, threatening, harassing, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;
    12. xii. knowingly, recklessly, or negligently use Client Materials that contain a virus, Trojan horse, worm, trapdoor, backdoor or malicious code that the purpose of which is:
      1. (1) to disrupt, damage, destroy, alter or interfere with the use or operation of any of the software, firmware, hardware, data, programs or computer or telecommunications facilities; or
      2. (2) to perform functions which are not an appropriate part of the functionality of the Services and the use of such would result in the disruption of the Services;
    13. xiii. interfere with or disrupt the integrity or performance of the Services or third-party data contained therein;
    14. xiv. disable or reconfigure any portion of the Services;
    15. xv. attempt to gain unauthorized access to the Services or related systems;
    16. xvi. copy, frame, or mirror any part or content of the Services (other than on Client’s own intranets or otherwise for Client’s own internal business purposes), reverse engineer the Services, or create derivative works based on the Services;
    17. xvii. download, save, copy, or print any databases, in whole or substantial part, provided by CerboOM as part of the Services or otherwise engage in “screen scraping,” “database scraping,” or harvesting of any information or data (including email addresses, IP addresses, or other personal information);
    18. xviii. use the Services in any manner that violates applicable law, including in connection with the delivery or transmission of unsolicited messages (commercial or otherwise) or spamming that is in violation of applicable laws;
    19. xix. use the Services to store or process any data that CerboOM has expressly identified as prohibited in its documentation, or input any data into the Services that Client is not authorized to share under applicable law or Client’s own obligations to third parties;
    20. xx. impersonate any other person or entity or misrepresent affiliation with any other person or entity;
    21. xxi. transmit any material that may infringe the intellectual property rights or other rights of third parties, including trademark, copyright, trade secret, or right of publicity and privacy;
    22. xxii. use any data obtained from or through the Services, including any outputs, reports, analytics, transcripts, summaries, draft notes, or other materials generated by the Services, to train, fine-tune, validate, or otherwise develop any artificial intelligence model, machine learning model, neural network, or similar technology, whether owned by Client or any third party, without CerboOM’s prior written consent;
    23. xxiii. access or interact with the Services using any artificial intelligence agent, automated tool, or similar technology, except as expressly permitted by CerboOM in writing or through features made available within the Services;
    24. xxiv. use any robot, spider, scraper, or other automatic device, process, or means to access the Services, or to scrape or mine the Services;
    25. xxv. access the Services using means to mask, rotate, spoof, or otherwise obscure the user’s IP address or identity;
    26. xxvi. publish or disclose to any third party any performance data, benchmarks, or results of any testing or evaluation of the Services without CerboOM’s prior written consent;
    27. xxvii. record, transcribe, summarize, or otherwise process any encounter, communication, or other interaction through the Services unless Client has provided all legally required notices and obtained all legally required consents, permissions, and authorizations;
    28. xxviii. use any AI-generated output 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; or
    29. xxix. use the Services as a substitute for professional medical judgment, clinical decision-making, or independent legal, compliance, coding, billing, or reimbursement review.
  8. h. Service Limitations. The Services are subject to usage limitations, with extraordinary usage potentially incurring additional charges as follows:
    1. i. Disk space. If Client Materials storage exceeds 50G per full time provider subscription on the account, CerboOM may apply an additional data storage charge.
    2. ii. Page views. If public-facing websites provided via the Services (like the Patient Portal) experience more than 500,000 page views per month, CerboOM reserves the right to apply additional usage charge.
    3. iii. Calls against CerboOM’s programming interface. Client may not make calls against CerboOM’s application programming interface at a peak rate of more than 20 calls per second, or an average rate of more than 5 calls per second.
    4. iv. Dependent resources. Dependent resources, such as images, JavaScript files, and CSS that are hosted on CerboOM’s servers may not be embedded in external websites or applications.
    5. v. Support and Availability. CerboOM provides troubleshooting and general support for the Services to Clients during its normal business hours. CerboOM will use commercially reasonable efforts to ensure Services are available on a 24/7 basis except for
      1. (1) planned downtime, in which case CerboOM will use commercially reasonable efforts to provide 8 hours prior notice, or
      2. (2) any unavailability caused by circumstances beyond CerboOM’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving CerboOM’s employees), or internet infrastructure failures or delays. CerboOM is not responsible for providing troubleshooting support for hardware settings or functionality, any software other than the Services, or for functionality that is provided by a third-party but made available to Client within the Services via an integration. Client agrees to hold CerboOM harmless for any errors that are the result of their own hardware settings or functionality, any software other than the Services, and third-party functionality, and to work directly with the applicable provider to resolve issues related to the same.

3. Representations, Warranties and Disclaimers

  1. a. CerboOM Authorization. CerboOM represents and warrants that: (i) it has full power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement without any further ratification or approval; and (ii) neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated in this Agreement violate or conflict with any obligation, contract, lease or license which could reasonably be expected to interfere with the consummation of the transactions contemplated in this Agreement.
  2. b. Services. CerboOM warrants and represents that during the Subscription Term, the Services will substantially conform with Specifications.
  3. c. Client Authorization. Client warrants and represents that: (i) it has full power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement without any further ratification or approval; (ii) neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated in this Agreement violate or conflict with any obligation, contract, lease or license which could reasonably be expected to interfere with the consummation of the transactions contemplated in this Agreement; (iii) it has the right, power and authority to grant the rights and licenses under this Agreement free and clear of any claims, liens and encumbrances; (iv) it has all rights, consents, notices, permissions, and authorizations necessary to provide and use the Client Materials in connection with the Services, including any rights, consents, notices, permissions, and authorizations required to record, transcribe, summarize, process, store, disclose, or otherwise use Client Materials through any AI-enabled software; (v) neither the Client Materials nor Client's or CerboOM’s permitted use of the Client Materials in accordance with this Agreement will infringe, misappropriate, or otherwise violate any third-party rights or applicable law or regulation; (vi) to the extent Client Materials includes data originating from third-party platforms, integrations, or services, Client has obtained all necessary rights and permissions to transmit such data to the Services and no terms governing such third-party platforms restrict CerboOM’s use of such data as contemplated under this Agreement; and (vii) Client will not transmit, upload, or otherwise make available to the Services any data that Client does not have the lawful right to share.
  4. d. Use of Services. Client warrants and represents it will comply with applicable law with respect to its access and use of the Services and that it is solely responsible for the accuracy, quality, integrity, and legality of all Client Materials, outputs, records, documentation, and other content used in connection with the Services, or that Users enter into, accept into, access via, approve, or create using the Services, and of the means by which Client and Users acquire, review, correct, approve, and use such materials. CerboOM is not obligated to verify, audit, or monitor the Client Materials or outputs for accuracy, legality, clinical appropriateness, billing or coding compliance, or compliance with third-party rights.
  5. e. Customizations. Client warrants and represents that it is solely responsible for the accuracy, quality, and legality of any custom element of the Services that CerboOM makes available to Client at Client’s direction and request (“Custom Element”), including modifications to the Patient Portal, custom electronic patient forms, and charting templates.
  6. f. Safeguards. Client represents and warrants that if it opts to allow Client’s Customers access to PHI via the Patient Portal, Client assumes sole responsibility for setting up access rules and safeguards sufficient to ensure that unauthorized parties do not gain access to Client’s Customers’ electronic records.
  7. g. Disclaimer of Warranties. THE EXPRESS WARRANTIES SET FORTH IN SECTION 3(a-f) ABOVE ARE IN LIEU OF ALL OTHER WARRANTIES, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CERBOOM DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, COMPLETENESS, RELIABILITY, AVAILABILITY, SECURITY, OR WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE REGARDING OR RELATING TO THE SERVICES, ANY OUTPUTS (INCLUDING, WITHOUT LIMITATION, AI-GENERATED OUTPUTS), OR ANY OTHER MATERIALS FURNISHED OR PROVIDED TO CLIENT UNDER THIS AGREEMENT. CERBOOOM WILL NOT BE LIABLE FOR ANY THIRD-PARTY SERVICES OR PRODUCTS. CERBOOM’S ENTIRE LIABILITY, FOR ANY BREACH OF THE FOREGOING WARRANTIES SHALL BE, AT CERBOOM’S SOLE OPTION, (A) A REASONABLE OPPORTUNITY TO CURE, (B) PROVISION OF A FUNCTIONALLY EQUIVALENT ALTERNATIVE, OR (C) IF CURE OR ALTERNATIVE SERVICE IS NOT COMMERCIALLY PRACTICABLE AS DETERMINED BY CERBOOM, TERMINATION OF THE AFFECTED SERVICES AND A PRO-RATA REFUND OF PREPAID FEES ATTRIBUTABLE TO THE POST-TERMINATION PERIOD. CERBOOM MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE OR FREE OF HARMFUL COMPONENTS, AND MAKES NO WARRANTY REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, UNIQUENESS, CLINICAL APPROPRIATENESS, OR LEGAL, CODING, BILLING, OR REGULATORY COMPLIANCE OF ANY AI-GENERATED OUTPUTS OR ANY RESULTS OBTAINED THROUGH THE SERVICES. CLIENT ACKNOWLEDGES THAT AI-GENERATED OUTPUTS ARE DRAFTS AND WORKFLOW AIDS ONLY AND ARE NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT, INDEPENDENT REVIEW, OR CLIENT’S COMPLIANCE OBLIGATIONS.

4. Third Party Services

  1. a. Third-Party Products and Services. The Services may include the option for Client to use additional services from third-party business that are neither owned nor controlled by CerboOM (“Third-Party Services”). Third-Party Services linked to the Services have separate terms and conditions that apply to your use of the same , and CerboOM makes no representations or warranties as to the accuracy, completeness, or appropriateness of any information provided by such Third-Party Services. CerboOM neither endorses nor promotes the use of Third-Party Services. You are solely responsible for your use of Third-Party Services and hereby release CerboOM from any liability resulting therefrom.
  2. b. Embedded Third-Party Services. Some features of the Services rely on third-party applications, such as maps, payment processing, electronic fax, etc. (“Third-Party Applications”). Such features are provided by CerboOM to Client as a convenience and depend on the continuing availability of the relevant API, program, or data. Client does not obtain any right, title, or interest in or to Third-Party Applications by virtue of their inclusion in, or interoperation with, the Services, which right, title, and interest remain with the applicable providers of such Third-Party Applications (“Third-Party Service Provider”). If a Third-Party Service Provider ceases to make their API, program, or data available on reasonable terms for the Services, CerboOM will attempt to find a replacement to avoid interruption of the impacted feature(s) of the Services, but may cease providing such feature(s) without entitling Client to any refund, credit, or other compensation.
  3. c. Data Security of Third-Party Services. If Client requests that Client Materials be sent from the Services to Third-Party Service Providers or via Third-Party Applications (either programmatically/automatically or via data export), Client is solely responsible for transferred Client Materials and HIPAA Rules compliance of such Third-Party Services. CerboOM disclaims all responsibility for such information once it is transferred out of the Services.
  4. d. Prescribing via the Surescripts Network. The Services may include e-prescription via the Surescripts network under the following terms and conditions. However, neither CerboOM nor Surescripts make any guarantee that a Client will gain or retain access to the Surescripts Network or associated Services.
  5. e. Audit. If Client uses the Surescripts network, Client shall allow CerboOM or Surescripts to access, inspect, and audit Client’s records relating to the use of the Surescripts network upon request. The costs of such inspection or audit are the responsibility of the requesting Party, and the audit may not cause an unreasonable disruption to Client’s operations.
  6. f. Background screenings. Prior to using the Surescripts network, Client shall obtain at Client’s own expense a background screening for each of Client’s employees and contractors whose job description or functional duties require or contemplate access (other than incidental or infrequent access) to any PHI. Such background screening must be conducted at the federal, state and county level and at a minimum include background criminal and residency of the applicable individual for the previous 7 years (i.e., search of all counties in which individual has resided within the preceding 7 year period), neither of which may contain any felony or misdemeanor conviction within the past 7 years that related to fraud or theft. Surescripts may reasonably modify their background screening requirements in conformance with industry best practices, in which case Client shall update Client’s background screening policy or conduct additional background screening as necessary. Promptly upon written request, Client shall provide a written affidavit certifying Client’s compliance with this provision.

5. Fees and Payment for the Services

  1. a. User Fees. The Order Form will specify the applicable fees, billing cadence, subscription term, and renewal structure for the Services, which may be, but are not limited to, charges on a monthly, annual, periodic, usage-based, provider-based, User-based, encounter-based, or flat-fee basis; notwithstanding the foregoing, CerboOM may charge additional fees not enumerated in an Order Form for high-volume uses of the Services, including, but not limited to, those described in Section 2(g)(i-iii). Client agrees to promptly pay all fees. Except as otherwise specified, fees are: (i) quoted and payable in United States dollars; (ii) based on subscriptions for access and not whether Client actually makes use of such access, provided some fees may also be based on volume of usage; and (iii) non-refundable.
  2. b. Invoicing and Payment. Unless agreed otherwise between the parties, Client shall provide CerboOM with valid and current credit card or bank account direct debiting information. Client authorizes CerboOM to automatically charge such credit card or bank account in advance each month for Client’s subscription charges and set up installment, if applicable, as well as for any one-time charges incurred by Client. Client is responsible for providing CerboOM with complete and accurate billing and contact information. Client agrees to pay the full invoice amount upon receipt of the applicable invoice.
  3. c. Overdue Charges. If Client fails to pay any invoice in full, CerboOM, in its sole discretion, after notifying Client in writing and providing Client with 5 business days to pay the overdue amounts, may apply overdue charges to Client’s account at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. Client shall reimburse CerboOM for all costs incurred by CerboOM in collecting any late payments or interest, including, without limitation, attorneys’ fees, court costs, and collection agency fees.
  4. d. Suspension and/or Termination of Services. CerboOM, in its sole discretion, may set the Services to “read-only” for Client’s failure to pay any invoice within 30 days. If a Client’s invoice is delinquent for a period of 60 days, CerboOM, in its sole discretion, may immediately terminate this Agreement, any Order Forms with Client, and Client’s access to and use of the Services. In the event CerboOM exercises its rights under this Section 5(d), the Agreement will automatically terminate and CerboOM will promptly return Client Materials used with the Services. Except as otherwise expressly set forth in this Agreement, CerboOM may, in its sole discretion, suspend Client’s access to all or any portion of the Services, effective immediately and without prior notice, if CerboOM reasonably believes that (i) Client is in breach of any term or condition of this Agreement, including any failure to make a payment when due; (ii) Client’s use of the Services poses a security, privacy, safety, operational, legal, or regulatory risk to the Services, CerboOM, CerboOM’s infrastructure, or any other Client of CerboOM; (iii) Client’s use of the Services may subject CerboOM or any third party to liability; (iv) Client’s use exceeds applicable usage limits, capacity thresholds, or rate limits; (v) suspension is required or requested by applicable law, regulation, governmental authority, or Third-Party Service Provider; (vi) Client fails to obtain or document any required consent, authorization, or notice for use of any AI-enabled feature; or (vii) Client’s data, content, or use of the Services is the subject of a third-party claim of infringement, misappropriation, privacy violation, recording-law violation, or other violation of such third party’s rights.
  5. e. Payment Disputes. CerboOM shall not exercise its rights under Section 5(c) (Overdue Charges) or 5(d) (Suspension of Service and/or Termination of Services) if the applicable charges are under reasonable and good-faith dispute and Client is cooperating diligently to resolve the dispute, or if the failure to pay on time is a result of CerboOM’s mistake or oversight.
  6. f. Pricing Increases. CerboOM reserves the right to change the pricing for the Services at any time during the Subscription Term, upon written notice to Client. CerboOM shall give Client at least 30 days prior written notice of any price increases applicable to Client’s existing subscriptions.
  7. g. Taxes. Unless otherwise stated, CerboOM’s fees do not include any taxes, levies, duties or similar governmental assessments of any kind (collectively, “Taxes”). Client is responsible for paying all Taxes assessable based on Client’s purchases under this agreement. If CerboOM has the legal obligation to pay or collect Taxes for which Client is responsible, the amount will be invoiced to and paid by Client. For clarity, CerboOM is responsible for taxes assessable based on CerboOM’s income, property, and employees.

6. Confidentiality

  1. a. Definition of Confidential Information. As used in this agreement, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential, given the nature of the information and the circumstances of disclosure. CerboOM’s Confidential Information includes the Services and all databases included as part of the Services; Client’s Confidential Information includes all of Client’s Customers’ data; and Confidential Information of each Party includes the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was lawfully known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party lawfully having possession and without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party without knowledge or use of the Confidential Information.
  2. b. Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but in no event less than reasonable care); (ii) the Receiving Party shall not disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this agreement, (iii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this agreement and who are under written obligations of confidentiality with the Receiving Party containing protections no less stringent than those in this agreement; and (iv) the Receiving Party shall use Confidential Information for the purposes of exercising its rights and performing its obligations under, and as authorized by, this Agreement.
  3. c. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by applicable law or regulation to do so. However, to the extent legally permitted, the Receiving Party shall give the Disclosing Party prompt prior written notice of such compelled disclosure and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
  4. d. Term. The obligations set forth in this Section shall survive for a period of one year following the termination or expiration of this Agreement, provided that with respect to any CerboOM Confidential Information that constitutes a trade secret under applicable law, the obligations shall continue for so long as such information remains a trade secret.

7. Limitation of Liability and Exclusions

  1. a. Limitation of CerboOM Liability. To the maximum extent permitted by applicable law and subject to the Business Associate Agreement between the Parties, in no event will CerboOM, its affiliates, third party service providers, or any of their respective directors, officers, employees, or agents, be liable Client, Client’s Users, Client’s Customers, or any third party whose claim is related to or arises from this Agreement (i) for lost profits, lost revenues, lost business opportunities, loss of data, cost of substitute services, or exemplary, punitive, special, incidental, indirect, consequential, enhanced, or similar damages, regardless of whether such damages were foreseeable or whether CerboOM was advised of the possibility of such damages; or (ii) for any claims, damages, or costs of any nature whatsoever whether arising in tort or contract, including but not limited to negligence, strict liability, and product liability, in excess of the total amount paid and payable by Client hereunder in the 12 months preceding the earliest event giving rise to such liability. The foregoing does not limit Client’s payment obligations, Client’s indemnification obligations, Client’s breach of Section 2(g), Client’s breach of confidentiality obligations, Client’s violation of applicable law, Client’s misuse of the Services, or Client’s unauthorized use or disclosure of Client Materials. The foregoing does not apply to the extent prohibited by applicable law.
  2. b. No Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO THE BUSINESS ASSOCIATE AGREEMENT BETWEEN THE PARTIES, IN NO EVENT SHALL CerboOM BE LIABLE TO CLIENT UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES, LOSS OF DATA, COST OF SUBSTITUTE SERVICES, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, ENHANCED, OR SIMILAR DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER CerboOM HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. Indemnification

  1. a. CerboOM. CerboOM shall defend Client, its affiliates, and their respective directors, officers, employees, and agents (collectively, “Client Indemnitees”) against any claim, demand, suit, or proceeding (“Claim”) made or brought against Client Indemnitees by a third party alleging that the Services infringe or misappropriate the Intellectual Property Rights of a third party. CerboOM shall indemnify Client for damages finally awarded against, and for reasonable attorney’s fees incurred by Client Indemnitees as a result of such Claim. Provided, however, that CerboOM’s indemnification obligation does not apply to any Claim to the extent that such Claim arises out of Client’s gross negligence or willful misconduct, or out of a use of the Services other than as permitted under this Agreement, or that relates specifically to any Custom Element, Client Materials, or the content of Client’s PHI (rather than its unauthorized release or access).
  2. b. Indemnification by Client. Client shall defend CerboOM, its affiliates, and their respective directors, officers, employees, and agents (collectively “CerboOM Indemnitees”) against any Claim made or brought against CerboOM Indemnitees by a third party arising from: (i) CerboOM’s use of Client Materials (including, without limitation, Claims alleging that CerboOM’s use of Client provided PHI in compliance with this Agreement violates the HIPAA Rules), (ii) Client’s use of the Services (including the Patient Portal and AI-enabled features), (iii) Client’s use of Third-Party Services, (iv) Client’s violation of this Agreement, (v) Client’s Users’ use of Services, (vi) third-party claims alleging Client Materials, any Custom Element, or any Client-approved output infringes or misappropriates the Intellectual Property Rights of a third party or violates applicable law, (vii) Client’s failure to provide required notices or obtain, document, maintain, or honor required consents, authorizations, permissions, or opt-outs relating to recording, transcription, AI processing, or use of the Services, or (viii) Client’s clinical, billing, coding, regulatory, or other professional use of or reliance on any AI-generated output, and shall indemnify CerboOM for any damages finally awarded against, and for reasonable attorney’s fees incurred by, CerboOM in connection with any such Claim. Provided, however, that Client’s obligation to defend and indemnify CerboOM does not apply to the extent that any such Claim arises out of CerboOM’s gross negligence or willful misconduct.
  3. c. Indemnitee’s Obligations. The indemnified Party (the “Indemnitee”) shall (i) promptly give the indemnifying Party (the “Indemnitor”) written notice of the Claim; (ii) give the Indemnitor sole control of the defense and settlement of the Claim provided indemnifying party shall not agree to any settlement that imposes non-monetary obligations on the indemnified party, requires any admission of fault, or does not include an unconditional release of the indemnified party, without the indemnified party's prior written consent, and (iii) provide to the Indemnitor all reasonable assistance, at the Indemnitor’s expense. The Indemnitee may participate in the defense at its own expense in an advisory capacity. The indemnification obligation is relieved for the portion of any losses caused by the Indemnitee’s failure to give such notice, sole control, or assistance.
  4. d. Exclusive Remedy. Except where otherwise provided, this Section 8 (Indemnification) states the indemnifying Party’s sole liability to, and the indemnified Party’s exclusive remedy against, the other Party for any type of Claim described in this Section.

9. Term and Termination

  1. a. Term of Agreement. This Agreement commences on the earlier of the date Client accepts this Agreement or first accesses or uses the Services (the “Effective Date”) and continues for the Subscription Term specified in the applicable Order Form, or if no Subscription Term is specified, on a month-to-month basis until terminated in accordance with the following provisions (the “Term”).
  2. b. Term of Purchased User Subscriptions. Each User subscription for the Services commences on the date agreed between the Parties and automatically renews for the renewal period specified in the applicable Order Form, or if no renewal period is specified, for successive month-to-month periods until terminated. Termination of all the User subscriptions associated with Client’s account will be treated as termination of this Agreement.
  3. c. Return and Destruction. Upon request by Client made during the Term or within 90 days after the date this Agreement is terminated, CerboOM shall promptly make Client Materials available for Client to download. After such 90-day period, CerboOM has no obligation to maintain any Client Materials. Subject to the Business Associate Agreement and applicable law, CerboOM may delete, destroy, retain, or continue to store Client Materials in accordance with CerboOM’s standard backup, archival, security, legal hold, and data retention practices, unless Client provides CerboOM with a written deletion request within 90 days after the effective date of termination of this Agreement.
  4. d. Surviving Provisions. All rights and obligations of the Parties which by their nature or the context are intended to continue beyond expiration or termination of this Agreement will survive such termination or expiration, including without limitation: Sections 2(a), 2(c), 2(d), 2(e), 2(f), 5(a), 5(b), 5(c), 5(g), 6, 7, 8, 9(c), 9(d), and any provisions of an Order Form or addendum that by their nature should survive.

10. The Services through an App

  1. a. Accessing the Services through a mobile device. Your use of the Services through a mobile application (an “App”) may be subject to separate fees from your mobile telecommunications provider. Your telecommunications provider is solely responsible for mobile services it provides you and CerboOM assumes no responsibility for such service, or the payment of fees associated with your mobile device.
  2. b. GPS Tracking. You understand that your mobile device is equipped with a GPS application and that this data may be used in connection with your use of the Services. BY USING THE SERVICES THROUGH AN APP YOU AND YOUR USERS CONSENT TO GPS LOCATION TRACKING THAT MAY OCCUR AS A RESULT OF SUCH USE.

11. General Provisions

  1. a. Notice. Except as otherwise specified in this agreement, all notices, permissions, and approvals hereunder must be in writing and will be deemed to have been given upon: (i) personal delivery, (ii) the 5th business day after mailing, or (iii) the first business day after sending by email (however email is not sufficient for notices of termination or an indemnifiable claim). Notices to Client will be addressed to the contact(s) designated by Client. Unless CerboOM provides otherwise, notices to CerboOM will be addressed to:CerboOM
  2. Email: support@cer.bo (for Cerbo products) or support@optimantrainc.zendesk.com (for OptiMantra products)
  3. Address: 501 Union Street, Suite 545, PMB 41842, Nashville, TN 37204
  4. Phone: (541) 391-4600
  5. b. Choice of Law. This agreement is governed by the laws of the State of Delaware without regard to conflicts of law principles. All disputes arising under this agreement must be brought in the state and federal courts located in Delaware, as permitted by law. Each Party consents to the jurisdiction and venue of any such court in any such action or proceeding.
  6. c. Waiver of Jury Trial. Each Party hereby waives any right to a jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
  7. d. Relationship of the Parties. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.
  8. e. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
  9. f. Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement is a waiver of that right. Other than as expressly stated, the remedies provided are in addition to, and not exclusive of, any other remedies of a Party.
  10. g. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the Parties agree that such provision should be modified by the court and interpreted to accomplish the objectives of the original provision to the fullest extent permitted by law. Any provision that is modified or invalidated by a court of competent jurisdiction should be considered severable from the remaining provisions, which will remain in effect.
  11. h. Attorney Fees. In addition to CerboOM’s rights pursuant to Section 5(c), in the event that a party institutes any legal suit, action, or proceeding against the other party arising out of this Agreement, the prevailing party in the suit, action or proceeding shall be awarded, in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action, or proceeding, including reasonable attorneys’ fees and expenses and court costs.
  12. i. Assignment. CerboOM may assign, transfer, or delegate this Agreement or any of its rights or obligations hereunder, in whole or in part, without restriction, notice, or consent, including to any affiliate, successor, or acquirer, or in connection with any merger, consolidation, reorganization, sale of assets, change of control, or other transaction. Client shall not assign, transfer, or delegate this Agreement or any of its rights or obligations hereunder by operation of law or otherwise, in whole or in part, without CerboOM’s prior written consent, which may be withheld in CerboOM’s sole discretion. Any change of control of Client shall be deemed an assignment requiring CerboOM’s prior written consent. For purposes of this provision, “change of control” means (a) any merger, consolidation, or acquisition involving Client, (b) any sale of all or substantially all of Client’s assets, (c) any transfer, whether in a single transaction or a series of related transactions, of more than 50% of the voting securities or equity interests of Client, or (d) any other change in the power to direct or cause the direction of the management or policies of Client, whether through ownership of securities, by contract, or otherwise. Any purported assignment, transfer, or delegation by Client in violation of this Section shall be null and void. Upon a change of control of Client, CerboOM may, at its sole option, terminate this Agreement upon written notice to Client.
  13. j. Entire Agreement. This Agreement, including all exhibits and addenda and all Order Forms and Business Associate Agreements, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous Agreements, proposals, or representations, written or oral, concerning its subject matter. CerboOM reserves the right to amend, modify, or otherwise alter this Agreement at any time, provided that any such changes will not become effective against Client until the next renewal of Client’s Order Form and CerboOM shall notify Client in writing of any material changes. No waiver of this Agreement by CerboOM shall be effective unless in writing and executed by an authorized representative of CerboOM. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any annex, addendum, product-specific terms, or Order Form, the terms of this Agreement shall control unless such annex, addendum, product-specific terms, or Order Form explicitly states therein the intent of the parties to deviate from the terms of this Agreement, in which case such deviation shall apply solely to the applicable Services, Subscription Term, fees, or product-specific feature described therein.
  14. k. Audit. CerboOM may audit Client’s and Users’ usage of the Services at any time. Client shall cooperate and provide reasonable assistance in such audits by providing supplemental records as reasonably requested by CerboOM and its auditors (“Audit”). Client agrees to reimburse CerboOM in the full amount it costs CerboOM to conduct an Audit if the results indicate Client’s breach of this Agreement.
  15. l. Electronic Communications. By registering for the Services, Client on its own behalf and on the behalf of its Users agree to receive email communications from CerboOM. Even if the applicable User unsubscribes from receiving notifications, CerboOM may continue to send important notifications and updates related to the Services.

Addendum A

AI Scribe Product Terms

  1. a. Applicability. These AI Scribe Product Terms apply only if Client purchases, enables, accesses, or uses any AI-enabled recording, transcription, summarization, note-generation, ambient documentation, or similar feature made available by CerboOM (collectively, “AI Scribe”). AI Scribe is part of the Services and remains subject to the Agreement, the applicable Order Form, the Business Associate Agreement, and these AI Scribe Product Terms.
  2. b. Client Control and Responsibility. Client is solely responsible for determining whether, when, and how to use AI Scribe in Client’s practice, including configuring workflows, enabling or disabling AI Scribe for particular Users or encounters, training Users, supervising Users’ use, and ensuring that Client’s use of AI Scribe complies with applicable law, professional standards, payer requirements, and Client’s own policies.
  3. c. Patient Notices, Consents, and Opt-Outs. Client is solely responsible for providing all notices, obtaining and documenting all consents, authorizations, permissions, and opt-ins, honoring all refusals, revocations, and opt-outs, and satisfying all recording, wiretapping, eavesdropping, health care, privacy, consumer protection, and other laws that apply to Client’s use of AI Scribe. Client shall not use AI Scribe for any encounter unless Client has satisfied the foregoing obligations for that encounter.
  4. d. Recordings and Transcripts. Client acknowledges that AI Scribe may capture, process, transmit, store, summarize, or generate audio, transcripts, draft notes, or other Client Materials depending on the configuration and functionality used. Client is solely responsible for determining whether such materials are part of Client’s medical record, designated record set, legal health record, billing record, or other recordkeeping system, and for retaining, deleting, amending, disclosing, or producing such materials as required by applicable law and Client’s policies.
  5. e. Review of Outputs. AI Scribe outputs are draft documentation aids only. Client is solely responsible for reviewing, editing, correcting, approving, and authenticating all AI Scribe outputs before relying on them, placing them in any medical record, using them for treatment, billing, coding, reimbursement, quality reporting, or other operational purpose, or making them available to any patient, payer, regulator, or other third party.
  6. f. No Medical Advice or Clinical Decision-Making. AI Scribe does not provide medical advice, diagnose, treat, prescribe, make clinical decisions, determine medical necessity, select billing or coding levels, or replace the judgment of Client or Client’s licensed professionals. Client remains solely responsible for all clinical decisions, documentation, coding, billing, reimbursement, and patient communications relating to Client’s use of AI Scribe.
  7. g. Use Restrictions. Client shall not use AI Scribe to record or process any encounter or communication for which required notices, consents, authorizations, or permissions have not been obtained; to record or process any individual who has refused or revoked consent; to make automated clinical, billing, coding, reimbursement, legal, or employment decisions; to train, fine-tune, or develop any model or competing product; or in any manner that violates applicable law, professional standards, or the Agreement.
  8. h. Indemnity. Without limiting Section 8 of the Agreement, Client shall defend, indemnify, and hold harmless CerboOM Indemnitees from and against any Claim arising out of or relating to Client’s or Users’ use of AI Scribe, including any Claim arising from alleged failure to provide notices, obtain or document consents or authorizations, honor opt-outs or revocations, comply with recording or privacy laws, review or correct AI Scribe outputs, or satisfy professional, clinical, billing, coding, reimbursement, or recordkeeping obligations.
  9. i. Third-Party Providers. AI Scribe may depend on Third-Party Services or Third-Party Applications. CerboOM may modify, suspend, replace, or discontinue any AI Scribe functionality if a Third-Party Service Provider changes, suspends, or discontinues relevant technology, terms, availability, security commitments, or data-processing practices, or if CerboOM determines that continued use may create legal, regulatory, security, privacy, operational, or patient-safety risk.
  10. j. Order Form Controls. The applicable Order Form may specify AI Scribe fees, usage limits, included features, deployment timing, permitted Users, billing metrics, support terms, or other product-specific terms. CerboOM may charge additional fees for use in excess of applicable limits or for additional AI Scribe functionality made available to Client.
  11. k. Survival. Sections 3 through 8 of these AI Scribe Product Terms shall survive expiration or termination of the Agreement to the extent necessary to address Client’s use of AI Scribe during the Term.

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