Terms and Conditions
Last Updated
1/1/2025
Rounds Health, Inc. ("Rounds," "we," "us," or "our") is pleased to welcome you to our website located at [rounds.health] (the "Site"). By accessing and using our Site, you agree to comply with the terms and conditions set forth in these Terms of Use (the "Terms") as well as the terms in our Privacy Policy, which are incorporated by reference. If you do not accept these Terms, please do not use the Site.
Should you accept or agree to these Terms on behalf of an organization or legal entity, you represent that you have the authority to bind that organization or entity to these Terms, and the terms "you" and "your" will refer to that organization or entity.
We may update or modify the Terms at any time in our sole discretion. When we make changes, we will post the updated version on the Site. By continuing to use the Site after any changes are made, you agree to the revised Terms. If you do not agree to the new Terms, you must stop using the Site.
In addition to the Site, Rounds may provide access to certain services, including software as a service ("SaaS") offerings (the “Services”). These services are governed by their respective terms of use (the "Service Terms"). In case of conflict between these Terms and the Service Terms, the latter will prevail in relation to your use of the Services.
Please note the sections titled "Dispute Resolution" and "Class Action Waiver," which affect your legal rights. Make sure to review these sections carefully.
1. LICENSE TO ACCESS AND USE THE PLATFORM
Subject to the terms of this Agreement, Rounds Health grants you, for the Term of this Agreement, a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to permit your Authorized Users to access and use the Platform solely for your internal business purposes.
You agree that you will not, and will not allow or encourage any third party to:
(i) reverse engineer, decompile, disassemble, or otherwise attempt to determine the source code or interface protocols of the Platform;
(ii) modify, adapt, translate, or create derivative works of the Platform or any part of it;
(iii) copy the Platform, in whole or in part;
(iv) resell, distribute, or sublicense the Platform or any of its components;
(v) remove, alter, or obscure any proprietary notices or legends on the Platform;
(vi) use the Platform, in whole or in part, in violation of applicable law, to build a competing product or service, or for any unauthorized purpose;
(vii) introduce or upload to the Platform any virus, worm, Trojan Horse, “back door,” or other harmful code;
(viii) save, store, or archive any part of the services (including related data) outside the Platform, except for outputs generated through its intended functionality, without Rounds Health's prior written consent;
(ix) use the Platform as part of a service bureau, timesharing, or similar arrangement for the benefit of a third party; or
(x) attempt to bypass or disable any safeguards, processes, or security measures protecting the Platform.
Violation of this section may, at Rounds’s sole discretion, result in immediate suspension or termination of your access to the Platform, without notice. Rounds Health also reserves the right to modify or discontinue any feature, function, or content of the Platform at any time without liability to you.
2. AUTHORIZED USERS AND ACCOUNT CREDENTIALS
Your employees and contractors who access and use the Platform on your behalf are deemed “Authorized Users.” Each Authorized User must register for an account using a unique email address and password (“Login Credentials”).
• Confidentiality: Authorized Users must keep their Login Credentials strictly confidential.
• Responsibility: You are fully responsible for all activities carried out under your Authorized Users’ Login Credentials, including any misuse of the Platform.
• Compliance: You must ensure that all Authorized Users comply with these Terms of Use.
• Notification: You agree to notify Rounds Health immediately of any unauthorized use or suspected compromise of Login Credentials, and to inform us promptly if credentials need to be deactivated or updated.
Rounds Health reserves the right, at its sole discretion, to suspend or disable any account, username, or password at any time and for any reason, including suspected violations of these Terms of Use.
3. TRIAL ACCESS
If you choose to try the Platform, Rounds Health will provide free access for a specified number of visits, which will be disclosed to you at the time of sign-up. This access is provided solely for the purpose of evaluating the Platform to determine whether to purchase a subscription.
• Permitted Use: During the trial period, you and your Authorized Users may not use the Platform for any other purpose, including (but not limited to) competitive analysis, commercial activity, professional services, or other for-profit purposes.
• Termination: Rounds Health reserves the right, at its sole discretion, to suspend or terminate trial access for you or your Authorized Users at any time. You may cancel the trial at any point by providing written notice to us.
• Subscription Option: At the conclusion of the trial, you may elect to purchase a paid subscription by notifying Rounds Health.
•Disclaimer: During any trial period, Rounds Health provides the Platform “as is”—with no warranties, indemnities, support obligations, or liabilities of any kind.
5. OWNERSHIP AND INTELLECTUAL PROPERTY
The Platform includes materials such as software, text, graphics, images, sound recordings, audiovisual works, and other content provided by or on behalf of Rounds Health (collectively, the “Content”). For clarity, “Content” does not include Your Data. The Content may be owned by Rounds Health or by third parties and is protected under U.S. and international copyright, trademark, and other intellectual property laws. Unauthorized use of the Content may constitute a violation of such laws.
• No Rights Granted: You have no ownership rights in the Content. Your use of the Content is limited to what is expressly permitted under this Agreement. Any other use requires Rounds Health’s prior written consent.
• Restrictions: You may not sell, transfer, assign, license, sublicense, alter, reproduce, publicly display, perform, distribute, or create derivative works of the Content. Posting or using the Content on another website, networked computer environment, or for any public or commercial purpose is strictly prohibited.
• Notices: Any copies of the Content you are authorized to make must retain all copyright and proprietary notices from the original.
6. DATA
For clarity in this Agreement, “Your Data” refers to (i) any information, content, or material that you or your Authorized Users input, upload, or otherwise provide to the Platform, including but not limited to Medical Records, Patient Recordings, and personal details of Authorized Users (such as names, email addresses, or other identifiers); (ii) Voice ID; and (iii) Output, including any Output that you choose to classify as Learned Output. “Patient Recordings” refers to audio or video captures of sessions between you (or your Authorized Users) and patients (and, as applicable, their parents, guardians, relatives, or other participants) as well as the related information collected or documented during such sessions and subsequently uploaded to the Platform. “Usage Data” refers to data generated in connection with how you and your Authorized Users access and use the Platform, such as timestamps, frequency, sections of the Platform visited, performance metrics, and related technical information, which may be collected by Rounds Health or on its behalf by third-party providers. “Output” refers to the medical documentation, records, or notes generated through the Platform’s processing of Your Data, including any revisions, edits, or updates made to such documentation. “Medical Records” refers broadly to any patient health information, test results, reports, diagnostic data, histories, treatments, medications, or related clinical content.
As between you and Rounds Health, all rights, titles, and interests in the Platform, along with Usage Data, De-Identified Data, and Aggregate Data, and any improvements, adaptations, or derivative works thereof, remain the exclusive property of Rounds Health. By contrast, all rights, titles, and interests in Your Data and Output remain with you, except that you grant Rounds Health a non-exclusive, royalty-free, worldwide license (with the ability to sublicense) to store, process, analyze, modify, distribute, and otherwise use Your Data and Output as reasonably needed to operate, maintain, and improve the Platform, its related functionality, and underlying analytics or AI/ML systems, including uses related to training, accuracy, customization, efficiency, or quality enhancements. Rounds Health may also generate, use, and disclose De-Identified Data derived from Your Data, and may create, analyze, commercialize, and exploit Aggregate Data (i.e., anonymous and aggregated usage and performance information) for product development, research, or other business purposes, without compensation or attribution. Where you choose to mark Output as “Learned Output” in your account settings, such Output will be retained, associated with your account, and used to refine and customize the Platform’s future performance until such time as you or your Authorized Users delete it.
7. FEES
Access to the Platform is provided on a per-patient usage model, where charges are incurred for each patient record initiated or processed through the Platform during a billing cycle (“Patient Fees”). The applicable rates will be presented to you at sign-up or otherwise communicated by Rounds Health, and we may revise such rates from time to time at our discretion. All payments are processed through our third-party payment partner, and you agree that any billing details you provide will be handled in accordance with that provider’s terms and policies. It is your responsibility to ensure that your account information, including billing address and payment method, is accurate and kept up to date at all times. You must notify us promptly of any changes, cancellations, or security issues affecting your payment method.
By continuing to use the Platform, you authorize Rounds Health to automatically charge your chosen payment method for all Patient Fees as they become due. Charges will accrue without the need for additional confirmation from you, and you remain responsible for all fees incurred until you discontinue use of the Platform. You are also responsible for charges that may be processed after the expiration date of your payment method until you update your information.
You may update or cancel your billing preferences through your account dashboard or by contacting us at support@rounds.health. Stopping use of the Platform does not relieve you of any outstanding payment obligations, and fees already paid are non-refundable. Rounds Health reserves the right to suspend or terminate access to the Platform for non-payment or for any other grounds permitted under these Terms of Use, in which case your access to related software, data, and services will also cease.
8. ACCEPTABLE USE OF THE PLATFORM
By using the Platform, you agree not to: use it for any unlawful, fraudulent, or unauthorized purpose; access it to conduct market research or competitive analysis; upload, transmit, or make available content that infringes intellectual property rights, promotes third-party products or services, is defamatory, obscene, indecent, sexually explicit, invasive of privacy, violent, or constitutes hate speech, or that discloses sensitive personal information of others (including addresses, contact details, or financial data); impersonate any person or misrepresent your affiliation with any entity; reverse engineer, decompile, or disassemble any part of the Platform; obscure, disable, or interfere with advertisements, security, or safety features; bypass or tamper with protections within the Platform; create multiple accounts to abuse free trials or avoid fees; use automated tools such as bots, scrapers, or crawlers to extract data (other than standard search engines and non-commercial archives complying with our robots.txt file); take actions that impose, in our judgment, an unreasonable or disproportionate load on our infrastructure; or introduce viruses, malware, or other harmful code, attempt to hack, gain unauthorized access, or disrupt the operation of the Platform in any manner. Rounds Health may, at its sole discretion, suspend or terminate your access to the Platform, in whole or in part, without prior notice, for violation of these rules or for any other reason it deems appropriate.
9. FEEDBACK POLICY
We encourage you to share feedback, ideas, and suggestions regarding the Platform or our services (“Feedback”), but you should not send us any confidential or proprietary information as part of that communication. By submitting Feedback, you acknowledge and agree that Rounds Health may freely use, disclose, reproduce, license, or otherwise exploit such Feedback in any manner and for any purpose, including the design, development, marketing, and improvement of products and services, without any obligation to provide you with compensation, credit, or attribution.
10. LIMITATION OF LIABILITY
YOU ACKNOWLEDGE THAT ANY OUTPUT GENERATED THROUGH THE PLATFORM IS PROVIDED SOLELY AS AN AID TO YOU AND YOUR AUTHORIZED USERS AND IS NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT, LEGAL OR BUSINESS ADVICE, OR INDEPENDENT DECISION-MAKING, ALL OF WHICH REMAIN YOUR SOLE RESPONSIBILITY. THE PLATFORM IS NOT INTENDED OR PERMITTED TO PROCESS PART 2 DATA, AND YOU AND YOUR AUTHORIZED USERS AGREE NOT TO USE IT FOR SUCH PURPOSE; ROUNDS HEALTH DISCLAIMS ANY LIABILITY ARISING FROM SUCH USE. THE PLATFORM, THE CONTENT, THE OUTPUT, AND ALL RELATED SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, AVAILABILITY, UNINTERRUPTED OR ERROR-FREE OPERATION, OR ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. TO THE EXTENT ANY IMPLIED WARRANTY CANNOT BE DISCLAIMED UNDER APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE LIMITED TO THE MINIMUM PERIOD PERMITTED BY LAW. THE PLATFORM, CONTENT, AND OUTPUT ARE NOT DESIGNED TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE OR HEALTH CONDITION, AND ROUNDS HEALTH MAKES NO REPRESENTATION OR GUARANTEE REGARDING THEIR USE OR PERFORMANCE; YOU AND YOUR AUTHORIZED USERS ASSUME ALL RISK AND LIABILITY FOR ANY DECISIONS, ACTIONS, OR OMISSIONS MADE IN RELIANCE THEREON. WITHOUT LIMITING THE FOREGOING, ROUNDS HEALTH DOES NOT WARRANT OR GUARANTEE (A) THE ACCURACY, RELIABILITY, COMPLETENESS, OR CURRENTNESS OF THE PLATFORM, CONTENT, OR OUTPUT, OR (B) ANY RESULTS OR OUTCOMES ARISING FROM THEIR USE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ROUNDS HEALTH SHALL NOT BE LIABLE UNDER ANY THEORY OF WARRANTY, CONTRACT, OR TORT FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ANY DIRECT DAMAGES THAT YOU OR YOUR AUTHORIZED USERS MAY INCUR IN CONNECTION WITH THE PLATFORM, CONTENT, OR OUTPUT SHALL BE STRICTLY LIMITED TO THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE TOTAL FEES PAID BY YOU TO ROUNDS HEALTH DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
11. Representations and Warranties
You represent and warrant that you have all rights and permissions necessary to provide Rounds Health with, or grant us access to and use of, your data; that you have obtained all required consents, permissions, and authorizations in accordance with applicable laws and regulations with respect to the data you provide, including without limitation consents from patients, parents, and/or legal guardians (which include written consent to record patient sessions and authorization for the use, sharing, and disclosure of any protected health information, as applicable); that you will maintain appropriate records of such consents for the duration required by law; and that neither you nor your authorized users will provide, submit, or process any part 2 data through the platform. Upon request, you will provide Rounds Health with copies of such consents. For purposes of this agreement, “part 2 data” means records identifying a patient or relating to the diagnosis, prognosis, or treatment of a patient in connection with any program or activity regarding substance abuse education, prevention, training, treatment, rehabilitation, or research that is conducted, regulated, or supported (directly or indirectly) by a U.S. government agency or department pursuant to 42 CFR Part 2.
12. INDEMNIFICATION
You agree to indemnify, defend, and hold harmless Rounds Health, its affiliates, and each of their respective officers, directors, employees, agents, and representatives (collectively, the “Rounds Health Parties”) from and against any losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to any third-party claim, demand, action, or proceeding resulting from: (i) your or your authorized users’ breach of this agreement, including any representations or warranties herein; (ii) use or misuse of the platform, the output, or the content; (iii) negligence, gross negligence, willful misconduct, fraud, or violation of law by you or your authorized users; or (iv) infringement, misappropriation, or violation of any intellectual property, proprietary, or privacy rights of a third party. Rounds Health’s obligations under this section are conditioned on our providing you with prompt notice of any such claim, reasonable cooperation at your expense in connection with its defense, and granting you sole control over the defense and any settlement discussions, provided that you may not agree to any settlement that imposes obligations on Rounds Health without our prior written consent.
13. TERM AND TERMINATION
Your right to access and use the Platform begins once you accept these Terms of Use and continues for the length of the usage plan you select at registration (the “Term”). Unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the current Term, the agreement will automatically renew for successive periods equal in length to the initial Term.
Rounds Health may, at its discretion, modify, suspend, discontinue, or terminate your access to the Platform, in whole or in part, at any time and without liability or prior notice. The provisions of Sections 4 through 17 will remain in effect after termination.
If this agreement ends, you may submit a written request within thirty (30) days, and Rounds Health will make commercially reasonable efforts to provide you with an export of Your Data in a mutually agreed format. After this thirty-day period, we will have no further obligations regarding the storage or return of Your Data, and it will be permanently deleted, except for copies retained in backup systems, which will be purged according to our standard retention policies.
14. BINDING ARBITRATION
Any dispute, claim, or controversy arising out of or relating to this agreement or your use of the platform (each, a “dispute”) shall be resolved exclusively and finally by binding arbitration under the Federal Arbitration Act (“FAA”). EXCEPT AS PROVIDED BELOW, NEITHER PARTY WILL HAVE THE RIGHT TO PURSUE A CLAIM IN COURT OR TO REQUEST A JURY TRIAL. HOWEVER, EITHER PARTY MAY ELECT TO BRING A CLAIM IN SMALL CLAIMS COURT IF PERMITTED BY THAT COURT’S RULES AND WITHIN ITS JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT PROCEEDINGS, AND RIGHTS TO DISCOVERY OR APPEAL MAY BE MORE LIMITED.
The arbitration will be conducted before a neutral arbitrator, jointly chosen by the parties, whose decision shall be final and binding subject only to limited judicial review permitted under the FAA. Unless the parties agree otherwise, arbitration will be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (including Expedited Procedures) or, where appropriate, its Streamlined Arbitration Rules, as in effect at the time the arbitration is initiated. Each party is responsible for its own filing, administrative, and arbitrator fees, subject to JAMS’ applicable rules. Judgment on the award rendered by the arbitrator may be entered in any court with jurisdiction.
Arbitration may be conducted in person, by phone, online, or by submission of documents, and if held in person, it will occur in the county of your residence in the United States. Either party may go to court solely to compel arbitration, stay pending litigation in favor of arbitration, or enforce, confirm, modify, or vacate an arbitration award. Both parties agree to reasonably cooperate in the prompt exchange of non-privileged, relevant information (including electronically stored information) once arbitration begins. Nothing in this section prevents Rounds Health from seeking injunctive or equitable relief in a court of competent jurisdiction when necessary to protect its intellectual property or proprietary rights.
15. CLASS ACTION WAIVER
You and Rounds Health agree that any arbitration or legal proceeding will be conducted solely on an individual basis and not consolidated with any other action. To the maximum extent permitted by law: (i) disputes may not be joined or combined with those of other parties; (ii) no dispute may be pursued or resolved through class arbitration or any class-based procedure; and (iii) disputes may not be brought in a representative capacity on behalf of other individuals or the general public. By accepting these terms, you agree that you may assert claims against Rounds Health only in your personal capacity and not as a plaintiff or class participant in any class, collective, or representative action.
16. EQUITABLE RELIEF
You agree that any actual or threatened breach of our intellectual property rights or misuse of confidential or proprietary information would cause Rounds Health irreparable injury for which monetary damages would be inadequate. Accordingly, in addition to any other remedies available under this agreement, Rounds Health shall be entitled to seek temporary, preliminary, or permanent injunctive and equitable relief as necessary to protect its rights and interests, without the requirement of posting bond or proving actual damages. Such relief may be sought from any court of competent jurisdiction, and you expressly and irrevocably consent to the jurisdiction and venue of the state and federal courts located in New York, New York for purposes of any such proceeding.
17. GOVERNING LAW AND JURISDICTION
This agreement, and any dispute or claim arising out of or relating to it, shall be governed by and construed under the laws of the State of New York, without regard to conflict of law principles that might direct the application of another jurisdiction’s laws. The parties agree that the state and federal courts located in New York, New York shall have exclusive jurisdiction over any suit, action, or proceeding arising out of or relating to this agreement, and each party irrevocably submits to the jurisdiction of those courts. Both parties waive any objection as to venue or the assertion that such forum is inconvenient, and consent to the resolution of all such matters exclusively in the specified courts.
Copyright 2024 Rounds Health, Inc. All rights reserved.
4. PERSONAL INFORMATION AND PRIVACY
By using the Platform, you may provide Rounds Health with certain personal information. The collection, use, and disclosure of such information is subject to our Privacy Policy, which forms part of these Terms of Use by reference.