Last updated: December 14, 2025
These Terms and Conditions (together with each Order Form, the Business Associate Agreement available at https://www.eggmed.com/business-associate-agreement (the “BAA”), the Privacy Policy available at https://www.eggmed.com/privacy-policy (the “Privacy Policy”), and any other document expressly incorporated by reference, this “Agreement”) are entered into by and between Eggmed Inc., a Delaware corporation (“Eggmed”), and the person or entity identified as the customer on an Order Form or that otherwise accepts these Terms (“Customer”). This Agreement takes effect on the earliest of: (a) the date Customer signs or electronically accepts an Order Form that references these Terms; (b) the date Customer checks a box, clicks a button, or otherwise indicates acceptance of these Terms, the BAA, and the Privacy Policy when creating an account or first logging in to the Services; or (c) the date Customer first accesses or uses the Services (the “Effective Date”).
The individual accepting this Agreement on behalf of Customer represents and warrants that he or she has the authority to bind Customer. If Customer does not agree to this Agreement, Customer may not access or use the Services. Eggmed and Customer are each referred to as a “party” and together as the “parties.”
Contents
Capitalized terms used in this Agreement have the meanings set out in this Section 1 or where they are first defined elsewhere in this Agreement.
1.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than fifty percent (50%) of the voting interests of the entity.
1.2 “AI Features” means any functionality of the Services that uses machine learning, large language models, speech recognition, or similar technologies to generate, transcribe, summarize, classify, or suggest content, or to perform tasks or take actions on Customer’s behalf, including draft clinical documentation, session summaries, patient communications, scheduling and intake actions, and coding or billing suggestions.
1.3 “AI Output” means content generated by the AI Features in response to Customer Data or other inputs submitted by or on behalf of Customer.
1.4 “Authorized User” means an individual employee, contractor, or clinician of Customer (or of a Customer Affiliate permitted under an Order Form) whom Customer authorizes to access the Services using a unique login credential.
1.5 “BAA” means the Business Associate Agreement between Eggmed and Customer governing Eggmed’s creation, receipt, maintenance, and transmission of PHI, in the form available at https://www.eggmed.com/business-associate-agreement (or as otherwise executed by the parties), which Customer accepts when creating an account or first logging in to the Services and which is incorporated into this Agreement by reference.
1.6 “Customer Data” means all data, records, documents, files, and other content that Customer, its Authorized Users, or its Patients submit to, upload to, or create within the Services, including PHI, but excluding Usage Data and De-Identified Data.
1.7 “De-Identified Data” means data that has been de-identified in accordance with 45 C.F.R. § 164.514(b) and that does not identify Customer, any Authorized User, or any Patient.
1.8 “Documentation” means Eggmed’s then-current user guides, help-center articles, and technical specifications for the Services that Eggmed makes generally available to its customers.
1.9 “Fees” means the fees and charges for the Services set out in an Order Form or, where no amount is specified, Eggmed’s then-current published pricing.
1.10 “HIPAA” means the Health Insurance Portability and Accountability Act of 1996, the Health Information Technology for Economic and Clinical Health Act, and their implementing regulations, each as amended from time to time.
1.11 “Order Form” means an ordering document, online checkout, or in-product plan selection that is accepted by both parties (including through the Services) and that specifies the Services purchased, the Subscription Term, and the applicable Fees.
1.12 “Patient” means any individual who receives services from Customer and whose information is maintained in the Services, including any individual who uses a patient-facing portal, intake form, scheduling tool, or messaging feature that Customer makes available through the Services.
1.13 “PHI” has the meaning given to “protected health information” in 45 C.F.R. § 160.103.
1.14 “Services” means Eggmed’s cloud-based electronic health record, practice management, scheduling, billing, telehealth, patient engagement, and related software and services identified in an Order Form, together with the AI Features, all updates made available by Eggmed, and the Documentation, but excluding Third-Party Services.
1.15 “Subscription Term” means the initial term of an Order Form and each renewal term under Section 9.2.
1.16 “Third-Party Services” means any product, service, network, data source, or integration provided by a person other than Eggmed that Customer elects to enable, connect to, or transact with in conjunction with the Services, including payment processors, clearinghouses and payers, e-prescribing networks, laboratories, and Customer’s own software and telecommunications providers, whether or not accessed through the Services, but excluding Subprocessors.
1.17 “Usage Data” means technical and operational information about the access to, use of, and performance of the Services (such as log files, feature usage statistics, and system metrics), excluding PHI.
2.1 Order Forms. Customer may purchase Services by entering into one or more Order Forms. Each Order Form is governed by this Agreement. A Customer Affiliate may purchase Services under this Agreement by entering into its own Order Form, in which case that Affiliate is the “Customer” for purposes of that Order Form and is solely responsible for its obligations under it.
2.2 Order of Precedence. In the event of any conflict among the documents that make up this Agreement, the following order of precedence applies: (a) the BAA, solely with respect to the use, disclosure, and safeguarding of PHI; (b) an Order Form, solely with respect to the Services purchased under it and only to the extent the Order Form expressly identifies the provision of these Terms it modifies; (c) these Terms; and (d) the Documentation. Any pre-printed or standard terms in a purchase order, vendor registration form, or similar document issued by Customer are rejected and have no effect, even if acknowledged or accepted by Eggmed.
3.1 Access Right. Subject to Customer’s compliance with this Agreement, including timely payment of the Fees, Eggmed grants Customer, during the applicable Subscription Term, a non-exclusive, non-transferable (except as permitted under Section 16.3), non-sublicensable right for its Authorized Users to access and use the Services, within the quantities and scope specified in the applicable Order Form, solely for Customer’s internal business purposes of delivering, documenting, and administering health care and wellness services.
3.2 Authorized Users and Credentials. Each login credential may be used by only one (1) individual and may not be shared or reassigned, except that Customer may reassign a credential to a new Authorized User who permanently replaces a former Authorized User. Customer shall: (a) require each Authorized User to maintain the confidentiality of his or her credentials; (b) enable multi-factor authentication for all Authorized Users where the Services make it available; (c) promptly deactivate the credentials of any individual who is no longer authorized to access the Services; and (d) notify Eggmed without undue delay upon becoming aware of any actual or suspected unauthorized access to Customer’s account. Customer is responsible for the acts and omissions of its Authorized Users as if they were Customer’s own.
3.3 Patient-Facing Features. Customer may make patient-facing features of the Services available to its Patients. Customer is responsible for determining which features to enable, for configuring what information is made available to Patients, and for directing Patients to Eggmed’s patient-facing terms of use and privacy notice where required.
3.4 Usage Verification. Eggmed may verify, through the Services’ own usage records and account data, that Customer’s use of the Services complies with the quantities and scope set out in the applicable Order Form, and will notify Customer before invoicing any excess use. If Customer’s use exceeds those limits, Eggmed may invoice Customer for the excess use at Eggmed’s then-current rates, calculated from the date the excess use began, and Customer shall pay those amounts in accordance with Section 8.
3.5 Restrictions. Customer shall not, and shall not permit any Authorized User, Patient, or other person to:
(a) sell, resell, license, sublicense, rent, lease, distribute, or otherwise make the Services available to any third party, or use the Services on a service-bureau, time-sharing, or outsourcing basis, except as expressly permitted by an Order Form;
(b) copy, modify, translate, frame, or create derivative works of the Services or the Documentation;
(c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying models of the Services, except to the limited extent applicable law expressly permits such activity notwithstanding this restriction;
(d) access or use the Services to build, train, or benchmark a competing product or service, or publish the results of any formal benchmark or load testing of the Services without Eggmed’s prior written consent (nothing in this Agreement restricts Customer from posting honest reviews or opinions about the Services);
(e) use any robot, scraper, or other automated means to access the Services or extract data from them, other than through application programming interfaces and export tools that Eggmed makes available for that purpose;
(f) upload or transmit any virus, malware, or other harmful code, or otherwise interfere with or disrupt the integrity, security, or performance of the Services;
(g) attempt to gain unauthorized access to the Services or related systems, or circumvent any security measure, access control, or usage limit;
(h) enter payment card numbers, bank account numbers, Social Security numbers, or other government identifiers into any field of the Services other than a field designated by Eggmed for that type of information;
(i) use the Services in violation of applicable law or the rights of any third party, or to store or transmit content that is unlawful, defamatory, harassing, or infringing; or
(j) remove, obscure, or alter any proprietary notice or label on the Services.
3.6 Suspension. Eggmed may suspend access to all or part of the Services if: (a) Eggmed reasonably determines that Customer’s or any Authorized User’s use of the Services poses a security risk to, or threatens the integrity or availability of, the Services or any other customer; (b) Customer or any Authorized User breaches Section 3.5 or uses the Services in violation of applicable law; or (c) Customer fails to pay undisputed amounts as provided in Section 8.4. Eggmed will, where reasonably practicable and legally permitted, give Customer prior notice of a suspension, limit the suspension in scope and duration to what is reasonably necessary, and restore access promptly after the underlying cause is resolved. Suspension does not relieve Customer of its payment obligations.
3.7 Continuity of Care. Notwithstanding Section 3.6, during any suspension Eggmed will, upon Customer’s written request, provide Customer with read-only access to, or an export of, the Customer Data reasonably necessary for the continued treatment of Customer’s Patients, unless Eggmed reasonably determines that doing so would create a material security risk or violate applicable law.
4.1 Professional Judgment. The Services are administrative, documentation, and communication tools. Customer and its clinicians are solely responsible for all clinical decisions, assessments, diagnoses, treatment plans, prescriptions, and other professional services they provide, and for verifying the accuracy and completeness of the records they create or rely on. Eggmed does not practice medicine or any other licensed profession, and nothing in the Services constitutes medical, clinical, legal, billing, coding, or compliance advice.
4.2 Compliance with Laws. Customer is responsible for complying with all laws, regulations, and payer requirements that apply to its practice and to its use of the Services, including HIPAA; state health information privacy laws and laws governing mental health, substance use disorder (including 42 C.F.R. Part 2, where applicable), and other specially protected records; professional licensure, scope-of-practice, and telehealth requirements; medical record retention laws; and laws governing electronic communications with Patients.
4.3 Notices, Consents, and Authorizations. Customer is responsible for providing all notices to, and obtaining all consents and authorizations from, Patients and other individuals that are required for Eggmed to process Customer Data as contemplated by this Agreement, including any consents required for telehealth services, electronic communications, the recording or transcription of sessions, and the disclosure of Customer Data to Third-Party Services that Customer elects to enable.
4.4 Customer Data. Customer is responsible for the accuracy, quality, integrity, and legality of Customer Data and of the means by which Customer acquires it.
4.5 Customer Systems. Customer is responsible for obtaining and maintaining the devices, internet connectivity, browsers, and other equipment needed to access the Services, and for the security of its own devices, networks, and premises.
4.6 Record Retention. Customer is and remains the custodian of its medical and business records and is responsible for retaining them for the periods required by applicable law. The Services are not a substitute for Customer’s record-retention obligations following the expiration or termination of this Agreement, and Customer should export its records before the end of the Export Period described in Section 9.5.
4.7 Use Outside the United States. The Services are designed for use by health care and wellness providers in the United States, and Customer Data is hosted in the United States. If Customer serves Patients located outside the United States, Customer is solely responsible for determining whether its use of the Services complies with the laws of the relevant jurisdictions, including laws governing data protection and cross-border data transfers, and for obtaining any consents those laws require.
5.1 Ownership of Customer Data. As between the parties, Customer owns all right, title, and interest in and to Customer Data. Except for the limited rights expressly granted in this Agreement, Eggmed acquires no right, title, or interest in Customer Data.
5.2 License to Customer Data. Customer grants Eggmed and its Subprocessors a non-exclusive, royalty-free license to host, copy, process, transmit, display, and otherwise use Customer Data solely to: (a) provide, maintain, secure, and support the Services; (b) prevent or address service, security, fraud, or technical issues; (c) comply with applicable law; and (d) carry out Customer’s documented instructions, in each case subject to the BAA.
5.3 HIPAA. To the extent Eggmed creates, receives, maintains, or transmits PHI on behalf of Customer, Eggmed acts as Customer’s business associate, and the BAA governs Eggmed’s use and disclosure of that PHI.
5.4 Security. Eggmed will implement and maintain administrative, physical, and technical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data, consistent with the HIPAA Security Rule, including encryption of Customer Data in transit and at rest, role-based access controls, audit logging, and periodic risk assessments. Eggmed will notify Customer of any breach of unsecured PHI and any security incident as and when required by the BAA. Customer acknowledges that no system is entirely secure and that Eggmed’s obligations are limited to those stated in this Section 5.4 and the BAA.
5.5 Subprocessors. Eggmed may engage hosting providers, artificial intelligence model providers, communications and telehealth infrastructure providers, and other subcontractors to process Customer Data in providing the Services (“Subprocessors”). Subprocessors are part of the Services and are not Third-Party Services. Eggmed will enter into a written agreement with each Subprocessor that creates, receives, maintains, or transmits PHI, imposing restrictions and conditions at least as protective as those required by the BAA, and Eggmed remains responsible for its Subprocessors’ performance of Eggmed’s obligations under this Agreement.
5.6 Usage Data and De-Identified Data. Eggmed may collect and use Usage Data, and may create De-Identified Data from Customer Data in accordance with HIPAA and the BAA, and may use Usage Data and De-Identified Data to operate, maintain, secure, analyze, and improve its products and services, to develop new products and services, and for other lawful business purposes, provided that Eggmed will not: (a) attempt to re-identify any individual; or (b) disclose Usage Data or De-Identified Data in a form that identifies Customer or any Authorized User.
5.7 Model Training. Eggmed will not use PHI to train artificial intelligence or machine learning models except in the form of De-Identified Data as permitted by Section 5.6.
5.8 Requests for Customer Data. If Eggmed receives a request from a Patient, government authority, or other third party for access to Customer Data, including a subpoena or other legal process, Eggmed will, to the extent legally permitted, promptly notify Customer and direct the requesting party to Customer, and will reasonably cooperate with Customer’s lawful response.
5.9 Health Information Access. Nothing in this Agreement is intended to, or shall be construed to, interfere with the access, exchange, or use of electronic health information in a manner that would constitute information blocking under 45 C.F.R. Part 171, or to restrict any communication protected under 45 C.F.R. § 170.403(a). The parties intend the terms of this Agreement relating to the access, exchange, or use of electronic health information, including the Fees, to reflect terms mutually agreed upon in an arm’s-length transaction.
5.10 Privacy Policy. The Privacy Policy describes how Eggmed collects, uses, and discloses personal information relating to Customer, its Authorized Users, and visitors to Eggmed’s websites. Customer acknowledges that it has reviewed the Privacy Policy. With respect to PHI, the BAA controls over the Privacy Policy to the extent of any conflict.
6.1 AI Features. If Customer uses the AI Features, Customer acknowledges and agrees that:
(a) AI Output is generated automatically, may be inaccurate, incomplete, or inappropriate for a particular Patient or purpose, and may not reflect the most current clinical or coding standards;
(b) Customer determines, through the settings of the Services, which AI Features operate automatically on Customer’s behalf (including features that send communications to Patients, schedule appointments, or take other actions without individual review) and which require review by an Authorized User before AI Output is used. Customer is responsible for those configurations, for maintaining oversight of automated AI Features that is appropriate to their function and consistent with applicable law and professional standards, and for ensuring that a qualified Authorized User reviews AI Output before it is entered into a Patient record as clinical documentation, submitted to a payer, or relied on in a clinical decision. All AI Output generated by AI Features that Customer has enabled, whether or not individually reviewed, is Customer Data for which Customer is responsible;
(c) where the AI Features record, transcribe, or analyze a session or conversation, Customer is solely responsible for providing all required notices and obtaining all consents, including under state laws that require the consent of all parties to a recording;
(d) Customer may enable or disable the AI Features as described in the Documentation; and
(e) as between the parties, Customer owns AI Output generated from Customer Data, but Eggmed does not represent that AI Output is unique, protectable under intellectual property laws, or free of third-party rights.
6.2 Telehealth. The Services may enable Customer to conduct video or audio sessions with Patients. Eggmed provides the technology only. Customer is solely responsible for determining whether a telehealth encounter is clinically appropriate; for holding the licenses required in the jurisdiction where each Patient is located; for verifying Patient identity and location where required; for maintaining emergency protocols; and for complying with laws governing telehealth and remote prescribing. Eggmed is not responsible for the quality or availability of any session to the extent affected by Patient or Customer devices, networks, or connectivity.
6.3 Patient Communications. The Services may enable Customer to send appointment reminders, messages, and other communications to Patients by text message, email, or voice. Customer is the sender of those communications and is solely responsible for their content; for obtaining and documenting any required consents; for honoring opt-out requests; and for complying with the Telephone Consumer Protection Act, the CAN-SPAM Act, applicable state laws, and wireless carrier requirements, including any required messaging registration. Customer shall not use the Services to send marketing or promotional messages without the consents that applicable law requires. Wireless carriers may filter, delay, or block messages, and Eggmed does not guarantee delivery. Customer shall reimburse Eggmed for any fines or charges imposed by a carrier or other third party as a result of messages sent from Customer’s account, and Eggmed may suspend Customer’s messaging features in the event of a violation of this Section 6.3.
6.4 Payment Processing. The Services may enable Customer to accept payments from Patients through a third-party payment processor designated by Eggmed (the “Payment Processor”). To use this functionality, Customer must enter into and comply with the Payment Processor’s own agreement, which alone governs the processing of payments, the settlement of funds, chargebacks, and related matters. Eggmed is not a bank, money transmitter, or payment processor, and does not take possession of Customer’s or Patients’ funds. Customer authorizes Eggmed to exchange with the Payment Processor the information needed to enable and support payment processing. Customer is responsible for obtaining and retaining each Patient’s authorization for any stored-card or recurring charge, for issuing refunds, and for resolving disputes with Patients. Eggmed may charge platform fees for payment functionality as set out in an Order Form.
6.5 Insurance Eligibility, Claims, and Billing. The Services may enable Customer to verify insurance eligibility and submit claims and receive remittance information through one or more clearinghouses, which are Third-Party Services. Customer is solely responsible for the accuracy and completeness of all claims and supporting documentation, including the selection of diagnosis and procedure codes and modifiers, the determination of medical necessity, provider enrollment and credentialing with payers, and compliance with payer contracts and federal and state health care program requirements. Eligibility, benefits, and cost-sharing information is provided by payers and clearinghouses, and Eggmed does not guarantee its accuracy or that any claim will be accepted or paid. If a claim is rejected or delayed because of an error in the Services, Eggmed’s sole obligation is to use commercially reasonable efforts to correct the error and enable resubmission of the affected claim. Any billing, collection, or revenue cycle management services performed by Eggmed personnel are subject to the additional terms set out in the applicable Order Form or addendum.
6.6 Third-Party Services. Customer’s use of any Third-Party Service is governed by the terms between Customer and the provider of that Third-Party Service. If Customer enables a Third-Party Service to interoperate with the Services, Customer authorizes Eggmed to exchange Customer Data with that Third-Party Service as needed for the interoperation, and the provider’s handling of that Customer Data is not subject to this Agreement. Eggmed does not warrant or support Third-Party Services, is not responsible for their availability, performance, or security, and may discontinue an integration if the provider ceases to make it available on terms reasonably acceptable to Eggmed. Customer is responsible for any fees charged by the provider of a Third-Party Service. This Section 6.6 does not apply to Subprocessors, for which Eggmed remains responsible under Section 5.5.
6.7 Beta Features. Eggmed may make available features that are identified as beta, pilot, preview, or similar (“Beta Features”). Beta Features are provided for evaluation purposes, may be modified or discontinued at any time, and are provided “AS IS” without any warranty, support commitment, or indemnity. Notwithstanding anything to the contrary in this Agreement, Eggmed’s aggregate liability arising out of or relating to Beta Features will not exceed one hundred U.S. dollars (US $100).
7.1 Support. Eggmed will provide Customer with technical support for the Services through the channels and during the hours described in the Documentation or the applicable Order Form. Enhanced support, implementation, data migration, and training services are available if set out in an Order Form.
7.2 Availability. Eggmed will use commercially reasonable efforts to make the Services available twenty-four (24) hours a day, seven (7) days a week, except for: (a) scheduled maintenance, for which Eggmed will give advance notice where reasonably practicable and which Eggmed will use reasonable efforts to schedule outside of normal U.S. business hours; (b) emergency maintenance required to address security or stability issues; and (c) unavailability caused by a Force Majeure Event or by Third-Party Services. Any service level commitment or service credit applies only if expressly set out in an Order Form, and any such service credit is Customer’s sole remedy for the unavailability to which it relates.
7.3 Changes to the Services. Eggmed may update and modify the Services from time to time. Eggmed will not, during a Subscription Term, materially reduce the core functionality of the Services purchased by Customer, except where required by law, by a change in a Third-Party Service, or to address a security risk. Where Eggmed intends to discontinue a material feature, it will give Customer at least thirty (30) days’ advance notice where reasonably practicable.
8.1 Fees. Customer shall pay all Fees set out in each Order Form. Except for Fees expressly identified as usage-based in an Order Form or Eggmed’s published pricing (such as claims, eligibility checks, messaging, or AI usage), Fees are based on the Services and quantities purchased, not on actual usage, and purchased quantities may not be reduced during a Subscription Term, although they may be adjusted with effect from the next renewal. Except as expressly provided in this Agreement, payment obligations are non-cancellable and Fees paid are non-refundable.
8.2 Billing and Payment Method. Unless an Order Form provides otherwise: (a) subscription Fees are billed in advance, monthly or annually according to the billing frequency in the Order Form; (b) usage-based Fees are billed in arrears; and (c) invoiced amounts are due within thirty (30) days after the invoice date. Where Customer provides a payment card or bank account, Customer authorizes Eggmed and its payment service providers to charge that payment method automatically for all Fees as they become due, and Customer shall keep its payment information current. This authorization remains in effect until Customer revokes it in writing, and revocation does not relieve Customer of its obligation to pay the Fees.
8.3 Late Payments. Any undisputed amount not paid when due will accrue interest at the lesser of one percent (1.0%) per month and the maximum rate permitted by law, from the due date until paid. Customer shall reimburse Eggmed for reasonable costs of collection, including reasonable attorneys’ fees, incurred to collect undisputed amounts that are more than thirty (30) days overdue.
8.4 Suspension for Non-Payment. If any undisputed amount is more than fifteen (15) days overdue, Eggmed may, after giving Customer at least ten (10) days’ written notice, suspend the Services until all overdue undisputed amounts are paid in full, subject to Section 3.7.
8.5 Payment Disputes. If Customer disputes any charge in good faith, Customer shall notify Eggmed in writing within sixty (60) days after the invoice date or charge date, describing the basis of the dispute in reasonable detail, and shall timely pay all undisputed amounts. The parties will work together in good faith to resolve the dispute. Eggmed will not suspend the Services or charge interest with respect to amounts disputed in accordance with this Section 8.5 while Customer is cooperating diligently to resolve the dispute. Charges not disputed within that period are deemed accepted.
8.6 Taxes. Fees do not include any sales, use, value-added, withholding, or similar taxes, duties, or levies (“Taxes”). Customer is responsible for all Taxes associated with its purchases, other than Taxes based on Eggmed’s net income, property, or employees. Where Eggmed is legally required to collect Taxes, Eggmed will invoice them to Customer unless Customer provides a valid tax exemption certificate.
8.7 Pricing Changes. Eggmed may change the Fees for any renewal term by giving Customer written notice at least thirty (30) days before the end of the then-current Subscription Term for monthly subscriptions, or at least sixty (60) days before the end of the then-current Subscription Term for annual or longer subscriptions. Unless an Order Form states otherwise, discounts and promotional pricing apply only to the initial Subscription Term of the Order Form in which they are granted.
9.1 Term of Agreement. This Agreement begins on the Effective Date and continues until all Order Forms have expired or been terminated.
9.2 Subscription Term and Renewal. The initial Subscription Term of each Order Form is set out in that Order Form or, if none is stated, is one (1) month. Unless an Order Form provides otherwise, each Order Form will automatically renew for successive renewal terms equal in length to its initial Subscription Term, unless either party gives the other notice of non-renewal: (a) at any time before the end of the then-current Subscription Term, for monthly subscriptions, in which case the subscription ends at the end of that Subscription Term; or (b) at least sixty (60) days before the end of the then-current Subscription Term, for annual or longer subscriptions. Customer may give notice of non-renewal through the account settings of the Services, where available, or by notice under Section 16.2. CUSTOMER ACKNOWLEDGES THAT ITS SUBSCRIPTION WILL RENEW AUTOMATICALLY, AND THAT THE PAYMENT METHOD ON FILE WILL BE CHARGED THE THEN-CURRENT FEES FOR EACH RENEWAL TERM, UNLESS CUSTOMER GIVES TIMELY NOTICE OF NON-RENEWAL. For any Order Form with a Subscription Term of one (1) year or longer, Eggmed will send Customer a renewal reminder, to the email address associated with Customer’s account, no less than fifteen (15) days and no more than sixty (60) days before the last day on which Customer may give notice of non-renewal, identifying the renewal date, the renewal term, and how to cancel.
9.3 Termination for Cause. Either party may terminate this Agreement, or any affected Order Form, by written notice to the other party if the other party: (a) materially breaches this Agreement and fails to cure the breach within thirty (30) days after receiving written notice describing it in reasonable detail, or within ten (10) days in the case of a failure to pay undisputed Fees; or (b) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors that is not dismissed within sixty (60) days.
9.4 Effect of Termination. Upon any expiration or termination of this Agreement or an Order Form: (a) Customer’s right to access the affected Services ends, subject to Section 9.5; (b) Customer shall pay all Fees accrued through the effective date of expiration or termination; (c) if Eggmed terminates for Customer’s uncured breach under Section 9.3, all unpaid Fees for the remainder of the then-current Subscription Term become immediately due; and (d) if Customer terminates for Eggmed’s uncured breach under Section 9.3, Eggmed will refund any prepaid Fees covering the remainder of the then-current Subscription Term after the effective date of termination.
9.5 Data Export and Deletion. For sixty (60) days after the expiration or termination of this Agreement (the “Export Period”), Eggmed will provide Customer with read-only access to the Services sufficient to export Customer Data, and will, upon Customer’s request, make Customer Data available to Customer for export in Eggmed’s standard export formats through the Services’ export tools or by secure delivery. Eggmed will notify Customer by email at least fourteen (14) days before deleting Customer Data under this Section 9.5. Customized exports, data conversions, or migration assistance are available at Eggmed’s then-current rates under an Order Form. After the Export Period, Eggmed has no obligation to maintain Customer Data and will delete or de-identify it in accordance with the BAA and Eggmed’s data retention practices, except to the extent Eggmed is required by law to retain it, in which case the protections of this Agreement and the BAA will continue to apply for as long as Eggmed retains it.
9.6 Survival. Sections 1, 3.5, 4, 5, 8 (as to amounts accrued), 9.4, 9.5, 9.6, and 10 through 16, and any other provision that by its nature is intended to survive, will survive the expiration or termination of this Agreement.
10.1 Eggmed Property. Eggmed and its licensors own all right, title, and interest, including all intellectual property rights, in and to the Services, the Documentation, Usage Data, De-Identified Data, and all templates, forms, workflows, and content that Eggmed makes available through the Services, together with all improvements, enhancements, and derivative works of any of them. Eggmed reserves all rights not expressly granted to Customer in this Agreement.
10.2 Customer Templates. Forms, templates, and other content that Customer or its Authorized Users create in the Services are Customer Data, except to the extent they incorporate templates, forms, or other content provided by Eggmed, which remain Eggmed’s property under Section 10.1; provided that Customer may retain and use exported copies of its completed forms, notes, and records, including any Eggmed template content embedded in them, for its internal record-keeping and continuity-of-care purposes after this Agreement ends.
10.3 Feedback. If Customer or any Authorized User provides suggestions, ideas, or other feedback about the Services (“Feedback”), Eggmed may use and incorporate the Feedback into its products and services without restriction and without any obligation to Customer. Customer is not required to provide Feedback, and Eggmed will not identify Customer as the source of any Feedback without Customer’s consent.
10.4 Licensed Code Sets and Content. The Services may include code sets, terminologies, and other content licensed by third parties, such as Current Procedural Terminology (CPT®) content licensed from the American Medical Association. Customer’s use of that content is subject to the end-user terms required by the applicable licensor, which Eggmed will make available in the Documentation or an Order Form and which are incorporated into this Agreement by reference. To the extent required by the applicable licensor, that licensor is an intended third-party beneficiary of this Section 10.4.
11.1 Definition. “Confidential Information” means all non-public information that one party (the “Discloser”) discloses to the other party (the “Recipient”) in connection with this Agreement, in any form, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of its disclosure. Eggmed’s Confidential Information includes the non-public aspects of the Services, the Documentation, and the pricing and terms of each Order Form. Customer’s Confidential Information includes Customer Data. Where Customer Data includes PHI, the BAA governs to the extent it is more protective than this Section 11.
11.2 Obligations. The Recipient shall: (a) use the Discloser’s Confidential Information only to perform its obligations and exercise its rights under this Agreement; (b) protect the Discloser’s Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, and in no event less than reasonable care; and (c) disclose the Discloser’s Confidential Information only to its and its Affiliates’ employees, contractors, advisors, and actual or prospective investors, lenders, and acquirers who need to know it for purposes consistent with this Agreement and who are bound by confidentiality obligations at least as protective as those in this Section 11. The Recipient is responsible for any breach of this Section 11 by the persons to whom it discloses Confidential Information.
11.3 Exclusions. Confidential Information does not include information that the Recipient can demonstrate: (a) is or becomes publicly available through no fault of the Recipient; (b) was lawfully known to the Recipient without restriction before receipt from the Discloser; (c) is lawfully received by the Recipient from a third party without a duty of confidentiality; or (d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information. The exclusions in clauses (a) through (d) do not apply to PHI.
11.4 Compelled Disclosure. The Recipient may disclose the Discloser’s Confidential Information to the extent required by law or legal process, provided that, where legally permitted, the Recipient gives the Discloser prompt prior notice and reasonable cooperation, at the Discloser’s expense, if the Discloser seeks a protective order or other remedy, and discloses only the portion of the Confidential Information that it is legally required to disclose.
11.5 Duration. The Recipient’s obligations under this Section 11 continue during the term of this Agreement and for three (3) years after its expiration or termination, except that obligations with respect to trade secrets continue for as long as the information remains a trade secret under applicable law, and obligations with respect to PHI continue for as long as required by the BAA and applicable law.
12.1 Mutual Warranties. Each party represents and warrants that: (a) if it is an entity, it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; (b) it has full power and authority to enter into and perform this Agreement; and (c) this Agreement constitutes its legal, valid, and binding obligation.
12.2 Eggmed Warranty. Eggmed warrants that, during the Subscription Term, the Services will perform materially in accordance with the Documentation. As Customer’s sole and exclusive remedy, and Eggmed’s sole obligation, for any breach of this warranty, Eggmed will use commercially reasonable efforts to correct the nonconformity, provided that Customer notifies Eggmed of it in writing within thirty (30) days after discovering it. If Eggmed does not correct the nonconformity within thirty (30) days after receiving that notice, Customer may terminate the affected Order Form and receive a refund of any prepaid Fees covering the remainder of its Subscription Term. This warranty does not apply to nonconformities caused by use of the Services other than in accordance with this Agreement and the Documentation, by Third-Party Services, or by Beta Features, or to the accuracy of AI Output.
12.3 Customer Warranty. Customer represents and warrants that: (a) it has obtained all rights, notices, consents, and authorizations required for Eggmed to process Customer Data as contemplated by this Agreement; (b) each of its clinicians who uses the Services holds, and will maintain, the licenses and credentials required for the services he or she provides; and (c) neither Customer nor any of its Authorized Users is excluded, debarred, or otherwise ineligible to participate in any federal health care program.
12.4 Disclaimer.
EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 12, THE SERVICES, AI OUTPUT, AND ALL OTHER MATERIALS PROVIDED BY EGGMED ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND EGGMED DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, EGGMED DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; THAT AI OUTPUT, CODING SUGGESTIONS, OR ELIGIBILITY AND BENEFITS INFORMATION WILL BE ACCURATE OR COMPLETE; OR THAT USE OF THE SERVICES WILL RESULT IN ANY PARTICULAR REIMBURSEMENT, COLLECTION, CLINICAL, OR REGULATORY OUTCOME.
13.1 Indemnification by Eggmed. Eggmed will defend Customer and its Affiliates, and their respective officers, directors, and employees, against any claim, demand, suit, or proceeding brought by a third party (a “Claim”) alleging that the Services, as provided by Eggmed and used by Customer in accordance with this Agreement, infringe or misappropriate a United States patent, copyright, trademark, or trade secret of that third party, and will pay the damages, costs, and reasonable attorneys’ fees finally awarded against Customer in, or agreed by Eggmed in settlement of, that Claim. Eggmed has no obligation under this Section 13.1 to the extent a Claim arises from: (a) Customer Data or other materials provided by Customer; (b) the combination of the Services with any product, service, or data not provided by Eggmed, where the Claim would not have arisen but for the combination; (c) any modification of the Services not made by or for Eggmed; (d) use of the Services after Eggmed has notified Customer to stop using them because of the Claim; (e) Third-Party Services or Beta Features; or (f) AI Output, to the extent the Claim arises from inputs provided by Customer.
13.2 Mitigation. If the Services become, or in Eggmed’s reasonable opinion are likely to become, the subject of a Claim described in Section 13.1, Eggmed may, at its option and expense: (a) obtain the right for Customer to continue using the Services; (b) modify or replace the Services so that they are non-infringing without materially reducing their functionality; or (c) if Eggmed determines that neither (a) nor (b) is commercially reasonable, terminate the affected Order Form and refund any prepaid Fees covering the remainder of its Subscription Term. This Section 13 states Eggmed’s entire liability, and Customer’s exclusive remedy, for any actual or alleged infringement or misappropriation of third-party intellectual property rights.
13.3 Indemnification by Customer. Customer will defend Eggmed and its Affiliates, and their respective officers, directors, and employees, against any Claim, including any investigation or proceeding by a governmental authority, to the extent arising out of or relating to: (a) Customer Data, or Customer’s collection, use, or disclosure of Customer Data in violation of applicable law or the rights of any person; (b) the clinical, professional, or other services that Customer and its clinicians provide to Patients; (c) communications sent from Customer’s account through the Services; (d) claims, bills, or other submissions made by or on behalf of Customer to any payer; (e) Customer’s breach of Section 3.5 or violation of applicable law; or (f) Customer’s use of any Third-Party Service, and will pay the damages, fines, penalties, costs, and reasonable attorneys’ fees finally awarded against, or agreed by Customer in settlement with respect to, the indemnified parties, in each case except to the extent the Claim results from Eggmed’s breach of this Agreement or the BAA.
13.4 Procedure. The party seeking indemnification shall: (a) give the indemnifying party prompt written notice of the Claim, provided that any delay relieves the indemnifying party of its obligations only to the extent the delay materially prejudices its defense; (b) give the indemnifying party sole control of the defense and settlement of the Claim, provided that the indemnifying party may not, without the indemnified party’s prior written consent (not to be unreasonably withheld), enter into any settlement that admits fault on behalf of, or imposes any non-monetary obligation on, the indemnified party; and (c) provide reasonable cooperation at the indemnifying party’s expense. The indemnified party may participate in the defense with counsel of its own choosing at its own expense.
14.1 Exclusion of Certain Damages.
EXCEPT WITH RESPECT TO EXCLUDED CLAIMS, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR ANTICIPATED SAVINGS, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14.2 Cap on Liability.
EXCEPT WITH RESPECT TO EXCLUDED CLAIMS, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING THE BAA AND ALL ORDER FORMS, WILL NOT EXCEED THE TOTAL FEES PAID AND PAYABLE BY CUSTOMER TO EGGMED UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. IF THAT EVENT OCCURS BEFORE THE FIRST ANNIVERSARY OF THE EFFECTIVE DATE, THE CAP WILL BE THE TOTAL FEES PAYABLE FOR THE FIRST TWELVE (12) MONTHS OF THE SERVICES. THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT.
14.3 Excluded Claims. “Excluded Claims” means: (a) Customer’s obligation to pay Fees and Taxes; (b) Customer’s defense and payment obligations under Section 13.3; (c) Customer’s breach of Section 3.5 or infringement or misappropriation of Eggmed’s intellectual property rights; and (d) liability arising from a party’s gross negligence, willful misconduct, or fraud.
14.4 Basis of the Bargain. The parties agree that the limitations and exclusions in this Section 14 reflect a reasonable allocation of risk, form an essential basis of the bargain between them, and will apply even if any limited remedy fails of its essential purpose, to the fullest extent permitted by applicable law.
14.5 Time for Bringing Claims. To the extent permitted by applicable law, any claim arising out of or relating to this Agreement must be brought within one (1) year after the claiming party knew or reasonably should have known of the facts giving rise to the claim, except for claims for non-payment of Fees.
15.1 Governing Law. This Agreement and any dispute arising out of or relating to it are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act, in any form enacted, do not apply.
15.2 Informal Resolution. Before commencing any legal proceeding (other than a proceeding for injunctive relief or to collect undisputed Fees), a party shall give the other party written notice of the dispute, and senior representatives of the parties with authority to settle the dispute shall confer in good faith for at least thirty (30) days after that notice in an effort to resolve it.
15.3 Venue. Subject to Section 15.2, each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the State of Delaware for any action arising out of or relating to this Agreement, and waives any objection to venue in those courts, except that either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.
15.4 Waiver of Jury Trial.
EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.
15.5 Individual Claims. To the extent permitted by applicable law, each party may bring claims against the other only in its individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding.
16.1 Changes to these Terms. Eggmed may update these Terms or the Privacy Policy from time to time by posting the updated document and notifying Customer by email or through the Services at least thirty (30) days before the update takes effect. Any amendment to the BAA will be governed exclusively by the amendment provisions of the applicable BAA. If an update materially and adversely affects Customer, Customer may terminate the affected Order Forms by written notice given before the update takes effect, in which case Eggmed will refund any prepaid Fees covering the remainder of the then-current Subscription Term. Customer’s continued use of the Services after an update takes effect constitutes acceptance of the update. No update will modify any term that the parties have expressly negotiated in a signed Order Form for the remainder of that Order Form’s then-current Subscription Term.
16.2 Notices. Notices under this Agreement must be in writing. Eggmed may give notices to Customer at the email address associated with Customer’s account or stated in an Order Form, or through the Services. Customer shall give notices to Eggmed at legal@eggmed.com, with a copy to Eggmed, 3164 21st St #1195 Long Island City, NY 11106. Notices are effective: (a) when sent, if sent by email, unless the sender receives a notice of non-delivery; (b) one (1) business day after deposit with a nationally recognized overnight courier; or (c) three (3) business days after mailing by certified mail, return receipt requested. Notices of breach, termination, or a Claim for indemnification must also be sent by courier or certified mail.
16.3 Assignment. Neither party may assign or transfer this Agreement, in whole or in part, without the other party’s prior written consent, which will not be unreasonably withheld, except that either party may assign this Agreement in its entirety, without consent, to an Affiliate or to a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or of the business to which this Agreement relates, provided that Customer may not assign this Agreement without consent to a competitor of Eggmed. Any attempted assignment in violation of this Section 16.3 is void. This Agreement binds and benefits the parties and their permitted successors and assigns.
16.4 Force Majeure. Neither party will be liable for any delay or failure to perform its obligations (other than payment obligations) to the extent caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, labor disputes (other than those involving the affected party’s own workforce), acts of government, and failures of public utilities, the internet, or hosting providers not caused by the affected party (each, a “Force Majeure Event”). The affected party shall promptly notify the other party and use reasonable efforts to mitigate the effects of the Force Majeure Event. If a Force Majeure Event prevents Eggmed from providing substantially all of the Services for more than thirty (30) consecutive days, Customer may terminate the affected Order Forms and receive a refund of any prepaid Fees covering the remainder of their Subscription Terms.
16.5 Publicity. Eggmed will not identify Customer by name or logo as a customer of Eggmed on its website, in customer lists, press releases, case studies, or testimonials without Customer’s prior consent, which Customer may give through the Services or in writing. Customer may withdraw its consent at any time by notice to Eggmed, and Eggmed will cease new uses within thirty (30) days.
16.6 Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship between them.
16.7 No Third-Party Beneficiaries. Except as expressly provided in Sections 10.4 and 13, this Agreement confers no rights or remedies on any person other than the parties.
16.8 Export Control and Sanctions. Each party shall comply with all applicable export control and economic sanctions laws. Customer represents that neither it nor any Authorized User is named on any U.S. government restricted-party list or located in a country or region subject to comprehensive U.S. sanctions, and Customer shall not permit access to the Services in violation of those laws.
16.9 Anti-Corruption and Health Care Program Compliance. Neither party has offered or received, or will offer or receive, any bribe, kickback, or other improper payment in connection with this Agreement. The parties intend that the Fees reflect fair market value for the Services, and nothing in this Agreement is intended to require, or shall be construed as an inducement for, the referral of any patient or any business reimbursable by a federal or state health care program.
16.10 U.S. Government Users. The Services and Documentation are “commercial items,” “commercial computer software,” and “commercial computer software documentation” as those terms are used in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement, and any use by or for the U.S. government is subject solely to the terms of this Agreement.
16.11 Severability and Waiver. If any provision of this Agreement is held invalid or unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect. No failure or delay in exercising any right under this Agreement operates as a waiver of that right, and no waiver is effective unless in writing and signed by the waiving party.
16.12 Entire Agreement; Amendment. This Agreement is the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous proposals, understandings, and agreements, whether written or oral, regarding that subject matter. Except as provided in Section 16.1, this Agreement may be amended only by a written document signed by authorized representatives of both parties.
16.13 Interpretation. Headings are for convenience only and do not affect interpretation. The words “including” and “include” mean “including without limitation,” and “days” means calendar days unless business days are specified. This Agreement will be interpreted without regard to any presumption against the party that drafted it.
16.14 Counterparts and Electronic Signatures. This Agreement and any Order Form may be executed in counterparts and accepted by electronic signature, click-through acceptance, or other electronic means, each of which will be deemed an original and all of which together constitute one instrument.
