Legal

Terms of Service

Effective Date: February 2026

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Rymeda, Inc. ("Rymeda," "Company," "we," "us," or "our"), a Delaware corporation, governing your access to and use of the Rymeda platform, applications, APIs, and all related services (collectively, the "Services"). By creating an account, accessing, or using the Services in any manner, you acknowledge that you have read, understood, and agree to be bound by these Terms and all policies incorporated by reference. If you do not agree, you must not access or use the Services.

1. Definitions

The following terms have the meanings set forth below when used in these Terms:

  • "Platform" means the Rymeda web applications, mobile applications, APIs, and backend infrastructure operated by Rymeda, Inc., including the User App, Provider App, and Admin App.
  • "Services" means all features, tools, and functionality provided through the Platform, including clinical documentation, AI-assisted tools, marketplace, billing, scheduling, messaging, community features, telehealth, and compliance management.
  • "User" means any individual who creates an account on the Platform, including Patients, Providers, Organization administrators, and Social Providers.
  • "Patient" means an individual who receives healthcare services through a Provider using the Platform.
  • "Provider" means a licensed healthcare professional or organization that uses the Platform to deliver, document, or manage healthcare services, including Business Providers and Social Providers.
  • "Organization" means a healthcare practice, clinic, agency, or business entity that subscribes to the Platform for its staff and operations.
  • "Business Provider" means a subscription-based provider account with access to the Provider App, including clinical documentation, staff management, billing, and compliance features.
  • "Social Provider" means a verified creator provider within the User App with access to live streaming, monetization, community creation, and marketplace selling features.
  • "PHI" means Protected Health Information as defined under HIPAA (45 CFR §160.103), including any individually identifiable health information transmitted or maintained in any form.
  • "Clinical Data" means all health-related data processed through the Platform, including SOAP notes, diagnoses, ICD-10 codes, vital signs, lab results, treatment plans, voice recordings, transcriptions, and AI-generated clinical content.
  • "AI Content" means any output generated by artificial intelligence or machine learning models integrated into the Platform, including transcriptions, SOAP note drafts, suggested diagnoses, ICD-10 code suggestions, and confidence scores.
  • "Marketplace" means the e-commerce functionality within the Platform where verified vendors may list, sell, and fulfill healthcare-related products and services.
  • "Modules" means add-on feature packages available to Business Providers on a subscription basis, including Home Care, Mental Health, Billing & Claims, Electronic Visit Verification (EVV), and Advanced Scheduling.

2. Eligibility & Registration

2.1 Age Requirements

You must be at least eighteen (18) years of age to create an account and use the Services. Individuals between the ages of thirteen (13) and seventeen (17) may use the Platform only with verifiable parental or legal guardian consent as described in our Patient Consent & Authorization Forms. The Platform is not directed at children under the age of thirteen (13), and we do not knowingly collect personal information from children under 13 in compliance with COPPA (15 U.S.C. §§6501–6506).

2.2 Provider Registration & Verification

If you register as a Business Provider, you must provide accurate and current professional credentials, including your National Provider Identifier (NPI), state license number, and Drug Enforcement Administration (DEA) registration where applicable. Provider credentials are verified through the NPPES National Plan and Provider Enumeration System, and you consent to automated NPI lookup and ongoing credential monitoring. Verification proceeds through a defined state machine: unverified → pending → NPI validated → verified (or manual review → verified/suspended). Rymeda reserves the right to suspend access for providers whose credentials cannot be validated or who fail re-verification. See our HIPAA Notice of Privacy Practices for details on credential data processing.

2.3 Organization Registration

Organizations must designate an authorized representative to bind the Organization to these Terms. The representative warrants that they have authority to act on behalf of the Organization and to bind all staff members who access the Platform under the Organization's account. Organizations using the Platform to process PHI must execute a Business Associate Agreement prior to any PHI processing.

2.4 Account Security

You are responsible for maintaining the confidentiality of your account credentials, including passwords and multi-factor authentication methods. You must immediately notify Rymeda at security@rymeda.com of any unauthorized access to or use of your account. Rymeda employs AWS Cognito for authentication, supports multi-factor authentication, and enforces session management controls. You are liable for all activities that occur under your account, whether or not authorized by you, unless the unauthorized access resulted directly from Rymeda's negligence.

3. Service Description

Rymeda provides a healthcare infrastructure platform with the following capabilities, subject to your account type and subscription tier:

3.1 Core Platform (Required Base)

All Business Provider subscriptions include the Core Platform, which provides:

  • Secure encrypted messaging (provider ↔ client ↔ staff)
  • Documentation and file storage (S3-backed, encrypted at rest)
  • Provider and client management
  • ORIS AI Assistant (read-only and assistive clinical decision support)
  • Basic scheduling (appointments and tasks)
  • Basic reporting and dashboards
  • Role-based access control (RBAC) with nine clinical sub-roles
  • Immutable audit logs (baseline access and change tracking)

3.2 Add-On Modules

Business Providers may subscribe to additional modules based on their practice type:

ModuleFeatures
Home Care / 245D / PCA / CFSSEVV (GPS + timestamp + device validation), electronic timesheets, shift-based scheduling, payroll exports, continuous billing, DHS/MCO-ready reports
Mental Health / ARMHS / TherapyExpedited intake, intelligent diagnosis-aware forms, treatment plans, session tracking, outcome and compliance reporting
Billing & ClaimsClaims lifecycle tracking (draft → submitted → accepted/denied/paid), continuous billing, reconciliation and denial tracking, payer-ready CSV exports
Electronic Visit Verification (EVV)GPS-based check-in/check-out, device validation, timestamp verification, compliance reporting
Advanced SchedulingShift-based scheduling, recurring appointments, resource and room management, multi-provider coordination, calendar integrations

3.3 AI-Assisted Clinical Documentation

The Platform provides AI-powered clinical documentation tools, including voice recording of clinical encounters (with separate patient consent per Cal. Penal Code §632), automated transcription via OpenAI Whisper, AI-generated SOAP notes with suggested ICD-10 codes and confidence scores, and a structured review-and-sign workflow. All AI-generated content is labeled "AI_DRAFT — REQUIRES PROVIDER REVIEW" until a licensed provider (Physician, NP, or PA) signs and finalizes the note. See Section 6 for AI-specific disclaimers.

3.4 Social Provider Features

Verified Social Providers within the User App may access: live streaming (Go Live), monetization and creator rewards, community creation and management, marketplace selling, verified provider badge, and custom profile features.

3.5 Marketplace

The Platform includes a healthcare marketplace where verified vendors may list and sell products and services. Marketplace functionality includes product catalog, shopping cart, Stripe-powered checkout, order management, vendor storefronts, and product reviews. Detailed marketplace terms are set forth in Section 9.

4. User Types & Responsibilities

4.1 Patients

Patients using the Platform agree to:

  • Provide accurate and complete health information to their providers
  • Review and execute required consents as described in our Patient Consent & Authorization Forms, including HIPAA authorization, voice recording consent, and telehealth consent as applicable
  • Understand that Rymeda is a technology platform and does not provide medical advice, diagnoses, or treatment
  • Direct all clinical questions and concerns to their licensed healthcare provider
  • Comply with the Acceptable Use Policy when using community or messaging features

4.2 Business Providers

Business Providers (subscription-based Provider App accounts) agree to:

  • Maintain current and valid professional licenses, NPI registration, and DEA registration where applicable
  • Submit to and cooperate with the Platform's verification process, including NPI/NPPES validation
  • Execute a Business Associate Agreement prior to processing any PHI through the Platform
  • Comply with all applicable healthcare laws and regulations, including HIPAA (42 USC §1320d et seq.), CMIA (Cal. Civ. Code §56 et seq.), and applicable state licensing requirements
  • Review and finalize all AI-generated clinical content before it becomes part of the medical record
  • Obtain all required patient consents, including separate voice recording consent per California Penal Code §632
  • Apply the minimum necessary standard (45 CFR §164.502(b)) when accessing or sharing PHI
  • Assign appropriate clinical roles (Physician, NP, PA, RN, Therapist, Biller, Front Desk, Org Admin, Owner) to staff based on the principle of least privilege

4.3 Organizations

Organizations agree to:

  • Ensure all staff members comply with these Terms and the Acceptable Use Policy
  • Maintain appropriate role-based access controls within the Organization, properly assigning clinical sub-roles to limit PHI access to the minimum necessary
  • Conduct and document periodic access reviews in accordance with the compliance management features
  • Promptly remove or deactivate accounts for terminated or departed staff members
  • Designate a Privacy Officer and report any suspected breaches in accordance with the Breach Notification Policy

4.4 Social Providers

Social Providers (verified creators within the User App) agree to: comply with all applicable advertising, endorsement, and health-related content regulations; not provide medical advice, diagnoses, or treatment recommendations through social or community features; clearly distinguish personal opinions from clinical guidance; and comply with all marketplace and community guidelines when using monetization, live streaming, or marketplace features.

5. Clinical Use Disclaimers

IMPORTANT NOTICE

  • Rymeda, Inc. is a technology platform, NOT a healthcare provider. Rymeda does not diagnose, treat, prescribe, recommend, or otherwise provide medical advice or healthcare services. The Platform is a tool that enables licensed healthcare professionals to deliver and document care.
  • Providers retain full clinical responsibility. All clinical decisions, diagnoses, treatment plans, prescriptions, and medical judgments are the sole responsibility of the licensed healthcare professional using the Platform. Use of the Platform does not transfer, delegate, or diminish any clinical responsibility.
  • AI is a tool, not medical advice. AI-generated content (including transcriptions, SOAP note drafts, suggested ICD-10 codes, and confidence scores) is intended solely as a drafting aid for licensed providers. AI outputs do not constitute medical advice, clinical recommendations, or diagnoses.
  • No provider-patient relationship. Use of the Platform does not create a provider-patient relationship between Rymeda and any User or Patient. Provider-patient relationships exist solely between the Patient and their licensed healthcare Provider.
  • Emergency services. The Platform is not intended for use in medical emergencies. In the event of a medical emergency, Users should call 911 or go to the nearest emergency department immediately.

6. AI-Generated Content

In accordance with California AB 3030 (Cal. Health & Safety Code §1279.6), Rymeda discloses that the Platform uses artificial intelligence and machine learning technologies as follows:

6.1 AI Processing Pipeline

  • Voice recordings of clinical encounters are transcribed using OpenAI Whisper (supported formats: WebM, MP4, MPEG, WAV, OGG)
  • Transcriptions are processed to generate draft SOAP notes, suggested ICD-10 codes, and confidence scores using OpenAI and Google Gemini models
  • The ORIS AI Assistant provides clinical decision support with built-in guardrails (emergency detection, blocked content, off-topic filtering, rate limiting)
  • All AI-generated clinical content is clearly labeled "AI_DRAFT — REQUIRES PROVIDER REVIEW"

6.2 Human-in-the-Loop Requirement

No AI-generated clinical content may become part of the official medical record without review and electronic signature by a licensed provider with "full" clinical chart access (Physician, NP, or PA). The signing action is irreversible and transfers authorship responsibility to the signing provider. The Platform does not permit autonomous clinical decisions by AI systems.

6.3 Patient Rights Regarding AI

  • Patients have the right to be informed when AI is used in their care
  • Patients may opt out of AI processing of their clinical data, including voice recording, on a per-encounter basis
  • Patients may request human-only review of their clinical documentation
  • Patients may request to know which AI models were used and what outputs were generated

6.4 No Accuracy Warranty

Rymeda does not warrant the accuracy, completeness, or clinical appropriateness of AI-generated content. AI outputs may contain errors, omissions, or clinically inappropriate suggestions. The reviewing provider is solely responsible for verifying all AI content before signing. For details on AI data processing and third-party processors, see our Privacy Policy and Subprocessor List.

7. Provider Verification

7.1 NPI/NPPES Validation

All Business Providers must submit their National Provider Identifier (NPI) for real-time validation against the NPPES registry. The Platform performs automated name matching, state matching, and active status verification. Providers whose NPI data cannot be automatically validated (confidence below 70%) are routed to manual admin review.

7.2 License & DEA Verification

Where applicable, providers must submit state license numbers and DEA registration numbers. Rymeda reserves the right to verify these credentials through state licensing boards and the DEA. Providers must promptly update the Platform with any changes to their licensure status, including restrictions, suspensions, or revocations.

7.3 Ongoing Monitoring & Re-verification

Rymeda may conduct periodic re-verification of provider credentials. Verified providers may request re-verification when credentials are expiring. Rymeda reserves the right to transition a provider's status to "suspended" at any time if credentials are found to be invalid, expired, or the subject of disciplinary action.

7.4 Consequences of Non-Verification

Unverified providers have limited access to Platform features. Access to clinical documentation features, voice note recording and transcription, chart signing privileges, and PHI processing requires verified provider status. Rymeda may suspend or terminate accounts that remain unverified beyond a reasonable period or that provide fraudulent credentials.

8. Data Ownership & Intellectual Property

8.1 User Data Ownership

You retain all ownership rights in your data, including patient health information, clinical documentation, and organizational records. Rymeda does not claim ownership of your data. By using the Services, you grant Rymeda a limited, non-exclusive, non-transferable license to process, store, and transmit your data solely as necessary to provide the Services, maintain platform security, and comply with legal obligations.

8.2 AI-Generated Output Ownership

AI-generated clinical content (transcriptions, SOAP note drafts, suggested codes) becomes the property of the Provider and their Organization once a licensed provider reviews and electronically signs the content. Prior to signing, AI-generated drafts are considered Rymeda processing outputs subject to the processing license above. Rymeda retains the right to use de-identified, aggregated data for model improvement only with explicit separate consent and only in compliance with HIPAA de-identification standards (45 CFR §164.514).

8.3 Platform Intellectual Property

All content, features, and functionality of the Rymeda Platform — including software, source code, algorithms, user interfaces, designs, text, graphics, logos, trademarks, and service marks — are owned by Rymeda, Inc. and protected by United States and international intellectual property laws, including the Copyright Act (17 U.S.C. §§101 et seq.), the Lanham Act (15 U.S.C. §§1051 et seq.), and applicable trade secret laws.

8.4 DMCA Process

Rymeda respects intellectual property rights and responds to notices of alleged copyright infringement in accordance with the Digital Millennium Copyright Act (17 U.S.C. §512). To report alleged infringement, contact our designated DMCA agent at legal@rymeda.com with: (a) identification of the copyrighted work; (b) identification of the infringing material and its location; (c) your contact information; (d) a statement of good faith belief; and (e) a statement under penalty of perjury that the information is accurate and you are authorized to act on behalf of the copyright owner.

8.5 Open Source

Certain components of the Platform may incorporate open-source software. Such components are licensed under their respective open-source licenses, which are available upon request at legal@rymeda.com. Nothing in these Terms limits rights granted under applicable open-source licenses.

9. Marketplace Terms

9.1 Marketplace Overview

The Rymeda Marketplace allows verified vendors to list, sell, and fulfill healthcare-related products and services. Rymeda acts as a marketplace facilitator, not as the seller or supplier of products. Marketplace transactions are between the buyer and the vendor, with Rymeda providing the technology platform and payment processing infrastructure.

9.2 Vendor Requirements

Vendors must:

  • Be a verified organization with an active account in good standing
  • Provide accurate product descriptions, pricing, and images
  • Comply with all applicable laws regarding the sale and distribution of healthcare-related products, including FDA regulations where applicable
  • Fulfill orders promptly and maintain adequate stock
  • Handle returns and refunds in accordance with the vendor's posted return policy

9.3 Payment Processing

All marketplace transactions are processed through Stripe, Inc. ("Stripe"). By making purchases or receiving payments through the Marketplace, you agree to Stripe's terms of service. Prices are displayed in United States Dollars (USD). Applicable sales tax is calculated at checkout (currently 8% where applicable). Shipping charges of $9.99 apply to orders under $50.00; orders of $50.00 or more qualify for free shipping.

9.4 Reviews & Ratings

Buyers may submit one review per product (rated 1–5 stars). Reviews must be honest, accurate, and comply with the Acceptable Use Policy. Rymeda reserves the right to remove reviews that are fraudulent, abusive, or violate the AUP. Product ratings are calculated as the average of all verified buyer reviews.

9.5 Disputes

Disputes between buyers and vendors should first be resolved directly between the parties. If a resolution cannot be reached within fifteen (15) days, either party may escalate the dispute to Rymeda at support@rymeda.com. Rymeda will review the dispute and may, at its sole discretion, issue a refund, credit, or other resolution. Rymeda's decision in marketplace disputes is final.

10. Payment Terms

10.1 Subscription Pricing

The Rymeda platform is available through tiered subscription plans designed to scale with your organization. Each tier includes a base platform fee and access to specific infrastructure layers, with usage-based pricing for consumption across care, revenue, intelligence, compliance, and API dimensions.

TierDescriptionPricing
StartupCore care management, basic billing, compliance dashboard, and standard API accessContact us
GrowthEverything in Startup plus ORIS intelligence, advanced revenue cycle, ERA/EOB processing, network management, and full API accessContact us
EnterpriseEverything in Growth plus custom integrations, SSO/SAML, dedicated success team, SLA guarantees, multi-tenant orchestration, and custom data pipelinesContact us

Current pricing details are available on the Pricing page. Usage-based fees are calculated on a per-patient, per-claim, per-request, or per-provider basis depending on the usage dimension, as described in your Order Form.

Pricing is subject to change with thirty (30) days' prior written notice.

10.2 Billing & Payment

All payments are processed through Stripe. Subscriptions renew automatically at the end of each billing cycle (monthly or annual) unless cancelled prior to the renewal date. You authorize Rymeda to charge the payment method on file for recurring subscription fees. Failed payments will be retried according to Stripe's retry schedule. Accounts with outstanding balances for more than thirty (30) days may be suspended.

10.3 Price Changes

Rymeda may modify pricing upon thirty (30) days' written notice via email to the account holder. Price changes take effect at the start of the next billing cycle following the notice period. If you do not agree with a price change, you may cancel your subscription before the next billing cycle.

10.4 Taxes

Subscription fees are exclusive of all taxes, levies, and duties imposed by taxing authorities. You are responsible for all applicable taxes, except for taxes based on Rymeda's net income. Rymeda will collect and remit sales tax where required by law.

10.5 Refunds

Monthly subscriptions are non-refundable. Annual subscriptions may be refunded on a prorated basis within the first thirty (30) days of the initial subscription term only. To request a refund, contact support@rymeda.com. Service credits for downtime are governed by the Service Level Agreement.

11. Prohibited Uses

You may not use the Services for any of the following purposes, which are also detailed in the Acceptable Use Policy:

  • Illegal activity: Any use that violates federal, state, or local law, including but not limited to healthcare fraud, false claims, kickbacks, or illegal prescribing
  • PHI misuse: Accessing, using, or disclosing PHI beyond what is authorized under HIPAA, the BAA, or patient consent; using PHI for marketing without authorization; selling PHI
  • Practicing without a license: Providing clinical care, diagnoses, prescriptions, or medical advice without holding the appropriate professional license in the relevant jurisdiction
  • Reverse engineering: Decompiling, disassembling, reverse engineering, or attempting to derive the source code of the Platform or any AI models
  • Scraping & automated access: Using bots, scrapers, crawlers, or automated tools to access, extract, or index Platform data without written authorization
  • Impersonation: Misrepresenting your identity, credentials, or affiliation, including using another provider's NPI or impersonating a patient
  • Interference: Attempting to disrupt, degrade, or interfere with the Platform's infrastructure, security controls, or other users' access
  • Circumvention: Attempting to bypass access controls, audit logging, rate limits, trust and safety controls, or other security measures implemented on the Platform

Violations may result in immediate account suspension or termination, referral to law enforcement, and civil or criminal liability. Rymeda's trust and safety system continuously monitors for policy violations and may take automated enforcement actions including warnings, muting, suspension, or permanent banning.

12. Service Availability

12.1 Uptime Commitment

Rymeda targets a 99.9% Monthly Uptime Percentage for the production platform, as detailed in the Service Level Agreement. Service credits are available as the sole and exclusive remedy for failure to meet this commitment. Uptime calculations exclude scheduled maintenance windows.

12.2 Maintenance

Rymeda may perform scheduled maintenance that temporarily reduces service availability. We will provide at least forty-eight (48) hours' notice of scheduled maintenance that is expected to impact availability, except in cases of emergency maintenance required to protect the security or integrity of the Platform. Emergency maintenance notice will be provided as soon as reasonably practicable.

12.3 Modifications

Rymeda may modify, update, or discontinue features of the Services with reasonable notice. For changes that materially reduce the functionality of a feature included in your subscription tier, Rymeda will provide at least thirty (30) days' notice. You may terminate your subscription without penalty if such a material change is unacceptable to you.

12.4 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond the reasonable control of that party, including but not limited to: acts of God, natural disasters, pandemics, government orders, embargoes, strikes, utility failures, internet outages, cyberattacks by third parties, or failures of third-party infrastructure providers (including but not limited to AWS).

13. Indemnification

13.1 User Indemnification

You agree to indemnify, defend, and hold harmless Rymeda, Inc. and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Services; (b) your violation of these Terms, the Acceptable Use Policy, or any applicable law; (c) your negligence or willful misconduct in connection with clinical care delivered using the Platform; (d) any unauthorized access to or use of your account; or (e) your violation of any third-party right, including intellectual property, privacy, or publicity rights.

13.2 Rymeda Indemnification

Rymeda shall indemnify, defend, and hold harmless you from and against claims arising from: (a) any claim that the Platform infringes a third party's intellectual property rights (excluding claims arising from your content or data); or (b) Rymeda's gross negligence or willful misconduct. Rymeda's indemnification obligation is conditioned upon you providing prompt written notice, reasonable cooperation, and sole control of the defense and settlement.

14. Limitation of Liability

14.1 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, REVENUE, PROFITS, BUSINESS OPPORTUNITIES, GOODWILL, OR ANTICIPATED SAVINGS, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Aggregate Liability Cap

EXCEPT AS SET FORTH IN SECTION 14.3, RYMEDA'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO RYMEDA IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100.00).

14.3 Healthcare Carve-Out (Super Cap)

The limitations in Sections 14.1 and 14.2 DO NOT apply to and shall not limit liability for: (a) Rymeda's willful misconduct or gross negligence; (b) breaches of Rymeda's obligations under the Business Associate Agreement with respect to PHI; (c) data breaches resulting from Rymeda's negligent failure to implement required safeguards; or (d) either party's indemnification obligations under Section 13. For claims arising under this Section 14.3, Rymeda's total aggregate liability shall not exceed the greater of: (i) two times (2x) the annual fees paid by you in the twelve (12) months preceding the claim; or (ii) one million dollars ($1,000,000.00).

15. Warranty Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, RYMEDA SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING: (A) THE ACCURACY, COMPLETENESS, OR CLINICAL APPROPRIATENESS OF AI-GENERATED CONTENT, INCLUDING TRANSCRIPTIONS, SOAP NOTE DRAFTS, SUGGESTED ICD-10 CODES, AND CONFIDENCE SCORES; (B) THE SUITABILITY OF THE PLATFORM FOR ANY PARTICULAR CLINICAL USE CASE; (C) THE CONTINUOUS, UNINTERRUPTED, OR ERROR-FREE OPERATION OF THE PLATFORM; AND (D) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.

THE FOREGOING DISCLAIMERS DO NOT LIMIT RYMEDA'S OBLIGATIONS UNDER THE BUSINESS ASSOCIATE AGREEMENT, THE SERVICE LEVEL AGREEMENT, OR APPLICABLE LAW.

16. Dispute Resolution

16.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws provisions. For disputes involving PHI, federal HIPAA regulations (45 CFR Parts 160 and 164) shall govern to the extent they preempt state law. For disputes involving California residents, applicable California statutes (including CCPA/CPRA, CMIA, and Cal. Penal Code §632) shall apply to the extent required by law.

16.2 Informal Resolution

Before initiating formal dispute resolution, the parties agree to attempt to resolve disputes informally by contacting legal@rymeda.com. The parties shall engage in good-faith negotiations for a period of thirty (30) days. If the dispute is not resolved within this period, either party may proceed with formal dispute resolution.

16.3 Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms that is not resolved informally shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules and Mediation Procedures. The arbitration shall be conducted in the State of Delaware by a single arbitrator with experience in technology and healthcare law. The arbitrator's award shall be final and binding, and judgment thereon may be entered in any court of competent jurisdiction.

16.4 Class Action Waiver

YOU AND RYMEDA AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. Unless both parties agree otherwise, the arbitrator may not consolidate or join more than one person's or party's claims.

16.5 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 infringement, misappropriation, or violation of intellectual property rights, confidentiality obligations, or PHI-related obligations. Additionally, claims that are within the jurisdiction of a small claims court may be brought in such court.

17. Termination

17.1 Termination by User

You may terminate your account at any time by contacting support@rymeda.com or through your account settings. For paid subscriptions, termination takes effect at the end of the current billing cycle. No prorated refunds will be provided for monthly subscriptions. Annual subscription refunds are governed by Section 10.5.

17.2 Termination by Rymeda

Rymeda may terminate or suspend your access: (a) immediately and without notice for material breach, including violations of the Acceptable Use Policy, fraudulent credential submission, unauthorized PHI access, or illegal activity; (b) upon thirty (30) days' written notice for non-material breach, provided you fail to cure during the notice period; or (c) upon thirty (30) days' written notice for any reason (termination for convenience), in which case fees will be prorated.

17.3 Data Export

Upon termination, you may request export of your data within thirty (30) days following the effective termination date. Rymeda will provide data in a standard machine-readable format (CSV, JSON, or PDF as applicable). After the thirty-day export period, Rymeda may delete your account data in accordance with the Privacy Policy, subject to legal retention requirements.

17.4 PHI Obligations on Termination

Notwithstanding the above, Rymeda's obligations with respect to PHI under the Business Associate Agreement survive termination. PHI will be returned or destroyed in accordance with the BAA, or if return or destruction is not feasible, protections extend indefinitely. Audit logs are retained for a minimum of six (6) years regardless of account termination, as required by HIPAA.

17.5 Survival

The following provisions survive termination of these Terms: Sections 1 (Definitions), 5 (Clinical Use Disclaimers), 8 (Data Ownership & IP), 13 (Indemnification), 14 (Limitation of Liability), 15 (Warranty Disclaimers), 16 (Dispute Resolution), 17.3–17.5 (Data Export, PHI Obligations, Survival), and 18 (General Provisions), as well as any obligations under the BAA, DPA, and SLA that by their nature should survive termination.

18. General Provisions

18.1 Entire Agreement

These Terms, together with the Privacy Policy, Acceptable Use Policy, Cookie Policy, Service Level Agreement, Business Associate Agreement (where applicable), Data Processing Agreement (where applicable), and Subprocessor List, constitute the entire agreement between you and Rymeda with respect to the Services and supersede all prior or contemporaneous communications, whether electronic, oral, or written.

18.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, it shall be severed from these Terms. The remaining provisions shall continue in full force and effect.

18.3 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without the prior written consent of Rymeda. Rymeda may assign these Terms in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets, provided the assignee agrees to be bound by these Terms. Any attempted assignment in violation of this section is void.

18.4 Notices

Notices from Rymeda to you may be provided via email to the address associated with your account, through the Platform, or by posting on our website. You are responsible for maintaining a current email address. Notices from you to Rymeda must be sent to legal@rymeda.com or by mail to Rymeda, Inc., Attn: Legal Department. Notices are deemed received upon delivery (email) or five (5) business days after mailing (postal mail).

18.5 Waiver

No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right. A waiver of any breach shall not constitute a waiver of any subsequent breach.

18.6 Modification

Rymeda may modify these Terms from time to time. We will provide at least thirty (30) days' notice of material changes by: (a) posting the updated Terms with a new effective date; and (b) notifying registered users by email. Your continued use of the Services after the effective date of any modification constitutes acceptance of the updated Terms. If you do not agree with a modification, you must discontinue use of the Services before the effective date.

18.7 No Third-Party Beneficiaries

These Terms are for the benefit of the parties hereto only and do not create any rights enforceable by any third party, except as expressly provided in the indemnification provisions.

19. Incorporated Policies

The following documents are incorporated by reference and form part of these Terms. In the event of a conflict, the more specific document controls for matters within its scope:

Contact Information

Questions, concerns, or notices regarding these Terms should be directed to:

Rymeda, Inc.
Attn: Legal Department
legal@rymeda.com