Legal

Terms of Service

These terms govern the use of Emma and the Verdi platform by the medical practices we serve and the people they invite to use it.

Effective September 15, 2026 · Last updated September 15, 2026

1. The agreement

These Terms of Service (the “Terms”) are a contract between Verdi Labs, Inc. (“Verdi Labs”, “we”, “us”) and the organization that has been provisioned to use our products (the “Customer”, “you”). They apply to Emma, the AI Practice Assistant, the Verdi platform, our web applications, integrations, and related support (together, the “Services”).

By signing an order form, accepting an invitation to a Verdi account, or otherwise using the Services, you agree to these Terms. If you are accepting on behalf of a practice, clinic, or other organization, you represent that you have the authority to bind it.

Where the Customer and Verdi Labs have signed a separate agreement, such as an order form, a master subscription agreement, or a Business Associate Agreement (a “BAA”), that agreement governs to the extent it conflicts with these Terms, in this order: the BAA for anything concerning Protected Health Information, then the signed agreement, then these Terms.

2. The Services

Verdi Labs provides software for independent medical practices. Emma reads the work that arrives in a practice’s clinical inbox and connected systems, such as refill requests, laboratory results, and medical forms, and prepares it for a clinician’s review. The Services may also include practice administration tools, integrations with electronic health record (“EHR”) systems, and reporting.

We may improve, add to, or change the Services over time. We will not materially reduce the core functionality you have paid for during a subscription term without notice and a remedy such as a credit or the right to terminate.

The Services are offered to organizations and their workforce. They are not offered to, and may not be used by, patients or consumers directly, and they are not intended for use outside the United States unless we agree otherwise in writing.

3. Accounts and users

A Customer administrator invites the people who may use the Services on the Customer’s behalf (“Users”). Each User must be a member of the Customer’s workforce or a contractor bound by obligations at least as protective as these Terms and the applicable BAA.

• Users create their own credentials through the sign-in provider we operate and must keep them confidential. Multi-factor authentication is required where we make it available.
• Accounts are personal. Sharing a login, or using another person’s account, is not permitted.
• The Customer is responsible for the acts and omissions of its Users, for keeping User access current, and for promptly removing access when someone leaves or changes roles.
• Tell us right away at the address in Section 18 if you believe an account has been compromised.

4. Clinical responsibility

Licensed professionals at the Customer remain solely responsible for reviewing everything the Services prepare, for the accuracy and completeness of the medical record, and for all clinical judgments and communications with patients. Outputs produced with the help of artificial intelligence can be incomplete or wrong and must be reviewed before they are relied on or sent.

The Customer is responsible for using the Services in a manner consistent with the laws, licensing rules, and professional standards that apply to its practice.

5. Customer Data and Protected Health Information

“Customer Data” means the information the Customer and its Users submit to the Services or that the Services retrieve on the Customer’s behalf from connected systems, including patient records. As between the parties, the Customer owns Customer Data.

Much of Customer Data is Protected Health Information under the Health Insurance Portability and Accountability Act (“HIPAA”). Verdi Labs acts as the Customer’s business associate for that information, and our handling of it is governed by the BAA between us. We use and disclose Protected Health Information only as the BAA and applicable law permit, and we do not sell it.

You grant us the rights in Customer Data needed to provide, secure, support, and improve the Services for you, consistent with the BAA. We may create and use de-identified data, prepared in accordance with the HIPAA de-identification standard, to operate, maintain, and improve the Services.

Customer Data is stored and processed in the United States. On termination we make Customer Data available for export as described in Section 12, and we then delete or return it in accordance with the BAA.

6. EHR and third-party connections

The Services connect to EHR systems and other third-party services that the Customer chooses to link. By connecting a system you confirm that you are authorized to grant us access to it, and you authorize us to retrieve and, where the Services support it, write information on your behalf.

Third-party services are governed by their own terms. We are not responsible for their availability, accuracy, or changes to their interfaces, though we will make reasonable efforts to maintain the connections we support.

7. Acceptable use

You agree not to, and not to permit anyone to:

• use the Services in violation of any law, including HIPAA and state privacy laws, or in a way that infringes anyone’s rights;
• submit information you do not have the right to share, or use the Services for anyone other than the Customer and its patients;
• attempt to gain unauthorized access to the Services, other customers’ data, or our systems, or probe, scan, or test their vulnerability without our written consent;
• reverse engineer, copy, or create derivative works of the Services, or use them to build a competing product;
• use automated means to extract data from the Services beyond the interfaces we provide for that purpose;
• interfere with the integrity or performance of the Services or the data they hold; or
• remove or obscure any proprietary notices.

We may suspend access that we reasonably believe violates this Section or threatens the security or integrity of the Services, and we will tell you promptly when we do and work with you to restore it.

8. Fees

Fees, billing periods, and payment terms are set out in the applicable order form. Unless the order form says otherwise, fees are invoiced in advance, are due within thirty days of the invoice date, and are non-refundable except as expressly stated in these Terms.

Fees exclude taxes. You are responsible for sales, use, and similar taxes, other than taxes on our income. We may charge interest on overdue amounts at the lesser of 1% per month or the maximum rate permitted by law, and we may suspend the Services for accounts more than thirty days past due after giving notice.

9. Intellectual property

Verdi Labs and its licensors own the Services, including all software, models, designs, documentation, and improvements, and all intellectual property rights in them. Subject to these Terms, we grant the Customer a non-exclusive, non-transferable right to access and use the Services during the subscription term for its internal business purposes.

If you give us feedback about the Services, we may use it without restriction or obligation to you. Nothing in these Terms transfers ownership of Customer Data to us.

10. Confidentiality

Each party may receive non-public information from the other that is marked confidential or that a reasonable person would understand to be confidential (“Confidential Information”). Each party will use the other’s Confidential Information only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it to anyone other than employees, contractors, and advisors who need it and are bound by comparable obligations.

These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known to it, was independently developed, or was rightfully received from a third party. A party may disclose Confidential Information when required by law after giving the other party reasonable notice where permitted. Protected Health Information is governed by the BAA rather than this Section.

11. Security

We maintain administrative, physical, and technical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data, appropriate to the sensitivity of health information. These include encryption in transit and at rest, access controls and multi-factor authentication, logical separation of each customer’s data, audit logging, and regular review of our controls.

We will notify the Customer of a security incident affecting Customer Data without unreasonable delay and within the time the BAA and applicable law require, and we will cooperate in the response. The Customer is responsible for the security of its own systems, networks, devices, and credentials.

12. Term and termination

The subscription term is stated in the order form and renews as it provides. Either party may terminate these Terms for the other party’s material breach that remains uncured thirty days after written notice, or immediately if the other party becomes insolvent or ceases to do business.

On termination or expiry, the Customer’s right to use the Services ends. For thirty days after that we will make Customer Data available for export in a commonly used format on request, after which we delete or return it in accordance with the BAA, except for copies kept in routine backups until they cycle out or as the law requires us to retain.

Sections 5, 9, 10, 13, 14, 15, 16, and 17 survive termination, along with any payment obligations that accrued before it.

13. Warranties and disclaimers

We warrant that the Services will perform materially in accordance with our documentation and that we will provide them with reasonable skill and care. If the Services do not conform and we cannot correct the problem within a reasonable time, you may terminate the affected subscription and receive a refund of prepaid fees for the remaining term. This is your exclusive remedy for breach of this warranty.

Except as expressly stated in these Terms, the Services are provided “as is”. To the fullest extent permitted by law, we disclaim all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement, and any warranty that the Services will be uninterrupted, error-free, or produce clinically accurate results without review.

14. Limitation of liability

To the fullest extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data, arising out of or related to these Terms, even if advised of the possibility.

Each party’s total liability arising out of or related to these Terms will not exceed the fees paid or payable by the Customer to Verdi Labs in the twelve months before the event giving rise to the claim.

These limits do not apply to a party’s breach of Section 10, its indemnification obligations under Section 15, the Customer’s payment obligations, a party’s gross negligence or willful misconduct, or any liability that cannot be limited by law. Obligations under the BAA are subject to the limits stated in the BAA.

15. Indemnification

We will defend the Customer against any third-party claim alleging that the Services, as provided by us and used in accordance with these Terms, infringe a patent, copyright, or trademark or misappropriate a trade secret, and we will pay the resulting damages and costs finally awarded or agreed in settlement. If such a claim arises, we may modify the Services, obtain a license, or, if neither is commercially reasonable, terminate the affected subscription and refund prepaid fees for the remaining term.

The Customer will defend Verdi Labs against any third-party claim arising from Customer Data, the Customer’s or its Users’ use of the Services in violation of these Terms or the law, or clinical decisions made by the Customer, and will pay the resulting damages and costs finally awarded or agreed in settlement.

The indemnified party must give prompt notice of the claim, allow the indemnifying party to control the defense and settlement, and cooperate reasonably. A settlement may not impose obligations on the indemnified party without its consent.

16. Governing law and disputes

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. Before starting formal proceedings, the parties will try in good faith to resolve any dispute through discussion between people with authority to settle it, for at least thirty days after one party gives the other written notice of the dispute.

Any dispute that is not resolved that way will be brought exclusively in the state or federal courts located in Delaware, and each party consents to their jurisdiction. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

17. General terms

• Changes to these Terms. We may update these Terms. We will post the new version here with its effective date and give the Customer at least thirty days’ notice of material changes by email or in the Services. Continued use after the effective date is acceptance; if a change materially harms you, you may terminate the affected subscription before it takes effect and receive a refund of prepaid fees for the remaining term.
• Notices. Notices to Verdi Labs go to the address in Section 18. Notices to the Customer go to the administrative contact on the account. Notices are effective when received.
• Assignment. Neither party may assign these Terms without the other’s consent, except to a successor in a merger, acquisition, or sale of substantially all of its assets, with notice.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations.
• Relationship. The parties are independent contractors. These Terms create no partnership, agency, or joint venture.
• Severability and waiver. If a provision is unenforceable, the rest remains in effect. A failure to enforce a provision is not a waiver of it.
• Entire agreement. These Terms, together with any order form and the BAA, are the entire agreement about the Services and supersede prior discussions. Terms in a Customer purchase order or similar document have no effect.

18. Contact