Tern Notes Terms of Service

1. Parties and acceptance

These Terms of Service (the "Terms") are an agreement between Tern Notes ("Tern") and the practice named at sign-up (the "Practice"). The person who creates the Practice's workspace accepts these Terms for the Practice. That person represents that they have the authority to bind the Practice.

The Terms take effect when that person checks the acceptance box and selects "Create my practice". Tern records the version accepted, the time, the name and title of the person, and the network address of the request.

2. The service

Tern provides a clinical documentation service for specialty practices (the "Service"). The Service includes coded forms, charting, generated documents, patient records, a schedule, messaging between users of the Practice, and features that use artificial intelligence to draft and review documents.

Tern hosts the Service on Google Cloud in the United States. The artificial intelligence features send data to Google Vertex AI and Google Cloud Speech-to-Text under Google's business associate agreement with Tern.

3. Protected health information

The Practice is a covered entity under HIPAA. Tern is its business associate. The Tern Notes Business Associate Agreement (the "BAA") governs all protected health information that the Practice puts into the Service. If these Terms and the BAA conflict, the BAA controls for protected health information.

4. The Practice's duties

(a) The Practice manages its own users. The Practice keeps its credentials secret and removes users who leave.

(b) The Practice uses the Service only for its own lawful health-care operations.

(c) The Practice puts protected health information only into the parts of the Service built to hold it. The Practice does not put protected health information into support requests or email to Tern.

(d) The Practice keeps its own records of patient authorizations and consents.

5. Fees

The Service is free during the pilot period. Tern gives the Practice at least 30 days written notice before any fee applies. The Practice may terminate before a fee takes effect.

6. The Practice's data

The Practice owns its records. Tern holds them for the Practice under the BAA. The Practice may export its records at any time while the account is active, and for 30 days after termination. Tern uses the Practice's data only to provide, secure, and improve the Service, and only as the BAA permits.

7. Term and termination

These Terms last while the Practice has an account. Either party may terminate with 30 days written notice by email. Either party may terminate at once if the other party breaks a material term and does not fix it within 30 days after notice.

After termination, section 7 of the BAA governs the return and destruction of the Practice's data.

8. No warranty

Tern provides the Service as it is. Tern makes no warranty that the Service is free of errors or interruptions. The Practice stays responsible for its own clinical judgment and for the content of its own records.

9. Limitation of liability

To the extent the law allows, Tern's total liability under these Terms is limited to the fees the Practice paid to Tern in the 12 months before the claim, or $1,000 if that is more. Neither party is liable to the other for indirect, incidental, or consequential damages.

This section does not limit a duty that HIPAA or the California Confidentiality of Medical Information Act imposes on a party and does not let a party limit.

10. Assignment

Tern may assign these Terms to a successor entity that takes over the Service, on written notice to the Practice. The Practice may not assign these Terms without Tern's written consent.

11. Changes

Tern may publish a new version of these Terms. A new version takes effect for the Practice only when the Practice accepts it. The version accepted stays available to read at any time.

12. General

These Terms are governed by the laws of the State of California. Notices go by email to the Practice's administrator address and to Tern's support address. These Terms and the BAA are the entire agreement between the parties about the Service.

13. Acceptance

By checking the acceptance box and selecting "Create my practice", the person named at sign-up accepts these Terms for the Practice.