Terms and Conditions

Overview

1.1 The Service

The "Service" includes all aspects of the platform located at https://dmedesk.ai, including any subdomains, dashboards, API endpoints, mobile interfaces, and features provided therein. This includes, without limitation, our AI-powered voice receptionist platform designed for DMEPOS (Durable Medical Equipment, Prosthetics, Orthotics, and Supplies) suppliers and related healthcare verticals ("DMEDesk Platform"), web-based dashboards, user interfaces, and any materials or communications you receive from DMEDesk in connection with those services.

1.2 Additional Terms

Your use of certain features may be subject to additional guidelines or rules ("Additional Terms"), incorporated by reference. In the event of conflict, Additional Terms control unless stated otherwise.

1.3 Modifications

We reserve the right to update these Terms at any time. Material changes will be communicated via email or in-app notice. Continued use after changes become effective constitutes acceptance of the revised Terms.

Eligibility

By using the Service, you represent and warrant that:

• You are at least 18 years old or have express permission from a parent or legal guardian who has agreed to these Terms.
• You have not been previously suspended or removed from the Service.
• Your registration and use of the Service comply with all applicable laws, rules, and regulations.
• If using the Service on behalf of a company or organization, you have the authority to bind that entity to these Terms, and "you" shall refer to that entity.
• If using the Service in a healthcare capacity, you acknowledge your obligations under applicable health information laws including HIPAA.

Accounts & Registration

3.1 Account Creation

To access certain features, you must create an account. You agree to: (a) provide accurate and current information; (b) keep your information updated; and (c) maintain the confidentiality of your login credentials. You are responsible for all activity under your account. Notify us immediately at support@dmedesk.ai if you suspect unauthorized use.

3.2 Account Types

We may offer different account types, including trial, supplier, agency, white-label, and enterprise accounts. Additional terms may apply to specific account types.

3.3 Suspension or Termination

We reserve the right to suspend, restrict, or terminate your account at any time for any reason including, but not limited to, violation of these Terms, suspicious activity, or security concerns.

Licenses & Intellectual Property

4.1 Limited License

Subject to your compliance with these Terms, DMEDesk grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Service for your internal business purposes, strictly in accordance with the Service's documentation and features.

4.2 Restrictions

You will not, except as expressly permitted:

• Copy, distribute, publicly display, or publicly perform any part of the Service.
• Modify, adapt, translate, or create derivative works of any part of the Service.
• Decompile, reverse-engineer, or attempt to derive the source code of any software used to provide the Service.
• Use the Service for any illegal or unauthorized purpose.
• Bypass or breach any security device or protection used by the Service.
• Sell, rent, license, or transfer access to the Service to a third party without our prior written consent.

4.3 Feedback

Any suggestions or termdback you provide to DMEDesk may be used by DMEDesk without restriction or obligation to you.

4.4 Ownership

All right, title, and interest in and to the Service, including software, code, content, and materials therein, is owned by DMEDesk or its licensors. Nothing in these Terms grants you any rights in DMEDesk's trademarks, service marks, logos, or domain names.

DMEDesk Platform

5.1 Platform Functionality

The Service includes access to an AI-powered voice receptionist platform designed for DMEPOS suppliers to automate inbound patient intake calls, appointment scheduling, prescription follow-up, and related communications. You acknowledge:

• Use at Your Own Risk: Calls and communications facilitated by the DMEDesk Platform may experience delays, disruptions, or errors. You assume all risk arising from such communications.
• Compliance: You are solely responsible for ensuring your use of the Platform complies with all applicable laws including TCPA, HIPAA, applicable CMS regulations, and state-specific telehealth and telephony laws.
• Content: You are exclusively responsible for all call scripts, messages, and content you provide. You represent that you own or have all necessary rights to use such content.

5.2 White-Label / Agency License

If your written agreement permits, DMEDesk may grant you a white-label or agency license allowing you to offer the Service under your own brand to your clients. Any such license is subject to these Terms and any Additional Terms specified in your agreement. You must ensure your clients comply with all relevant terms. You remain fully liable for any breaches by your sublicensees.

Account Terms

6.1 Account Access

Access to certain features may depend on your written agreement with DMEDesk and your account configuration. Additional terms may apply to specific account types or enabled features.

6.2 Service Changes

DMEDesk may update, suspend, or modify access to features as described in these Terms, any applicable Additional Terms, or your written agreement.

6.3 Account Administration

You are responsible for maintaining accurate account information, authorized users, and administrative contacts for your organization.

Compliance, User Content & Call Outreach

7.1 Compliance with Laws

You agree to comply with all applicable laws when using the Service, including:

• Telephone Consumer Protection Act (TCPA) and Telemarketing Sales Rule (TSR) for U.S.-based outreach.
• Health Insurance Portability and Accountability Act (HIPAA) for all protected health information.
• Centers for Medicare & Medicaid Services (CMS) regulations applicable to DMEPOS suppliers.
• State-specific regulations governing AI voice disclosures, including Texas SB 140 (requiring AI disclosure within 30 seconds of call initiation).
• FCC regulations applicable to AI-generated voice calls, including consent and opt-out requirements.

You are solely responsible for (a) obtaining all legally required consents from patients and contacts; (b) providing required AI disclosures; and (c) honoring all do-not-call and opt-out requests. DMEDesk disclaims responsibility for your compliance obligations.

7.2 User Content

Features of the Service may allow you to upload call scripts, audio files, or other content ("User Content"). You represent that you own or have the necessary rights to submit such content and that doing so does not violate any law or third-party rights. You retain ownership of your User Content. By uploading, you grant DMEDesk a worldwide, royalty-free license to use and store the content as necessary to provide the Service.

7.3 Prohibited Content

You will not submit content that:

• Is unlawful, fraudulent, defamatory, threatening, or otherwise objectionable.
• Contains personal data about minors without proper consent.
• Violates any applicable law or regulation.
• Infringes any third-party intellectual property, privacy, or publicity rights.
• Contains viruses, malware, or other harmful code.

Prohibited Uses

You agree not to:

• Violate Laws: Use the Service in any manner that violates applicable law or third-party rights.
• Bypass Security: Interfere with or circumvent any security feature of the Service.
• Disrupt Service: Upload or transmit viruses, malware, or other harmful code that disrupts the Service.
• Fraudulent Activity: Impersonate any person or entity or falsely claim any affiliation.
• Misrepresent AI: Use the Service in a way that conceals the AI nature of calls where disclosure is required by law.
• Assist Violations: Encourage or enable any other person to engage in prohibited conduct.

HIPAA & Protected Health Information

To the extent the Service is used to create, receive, maintain, or transmit Protected Health Information (PHI) as defined by HIPAA, the parties agree to execute a Business Associate Agreement (BAA). The BAA is incorporated into these Terms by reference.

• You agree not to transmit PHI through the Service unless a BAA is in place.
• You are responsible for ensuring your use of the Service complies with HIPAA's Privacy Rule, Security Rule, and Breach Notification Rule.
• DMEDesk will maintain appropriate administrative, physical, and technical safeguards as required under HIPAA.
• You agree to report any known or suspected breaches involving PHI to DMEDesk within 24 hours of discovery.

Indemnification

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless DMEDesk LLC, its affiliates, licensors, and service providers, and their respective officers, directors, employees, and agents (collectively, "DMEDesk Entities"), from and against any and all claims, liabilities, damages, judgments, losses, costs, and expenses (including reasonable attorneys' terms) arising out of or relating to:

• Your use or misuse of the Service.
• Any actual or alleged breach of these Terms.
• Any content you provide, including claims that such content violates law or third-party rights.
• Your failure to comply with applicable laws including TCPA, HIPAA, or CMS regulations.
• Any dispute between you and any third party relating to your use of the Service.

Disclaimers; No Warranties

EXCEPT AS EXPRESSLY STATED IN A WRITTEN AGREEMENT, AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

DMEDESK MAKES NO WARRANTIES THAT:

• The Service will be uninterrupted, timely, or error-free.
• Information provided through the Service will be accurate or complete.
• Calls or outreach conducted via the Platform will be successfully delivered or legally compliant where you have not met your legal obligations.
• The Service will meet CMS, accreditation, or Medicare compliance requirements on your behalf.

Limitation of Liability

12.1 Exclusion of Certain Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, DMEDESK ENTITIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUES, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE.

12.2 Cap on Liability

THE AGGREGATE LIABILITY OF DMEDESK ENTITIES FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS IS LIMITED TO THE GREATER OF: (A) THE AMOUNTS YOU HAVE PAID DMEDESK IN THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS (US $100).

Term & Termination

13.1 Term

These Terms are effective from the date you first access or use the Service and remain in effect until terminated.

13.2 Termination by DMEDesk

DMEDesk may suspend or terminate your account at any time, with or without notice, including for violations of these Terms, conduct that harms DMEDesk or its users.

13.3 Termination by You

You may terminate your account by contacting us at support@dmedesk.ai. Any post-termination obligations will be handled according to applicable law and Additional Terms.

13.4 Effect of Termination

Upon termination: all licenses granted to you immediately terminate; all provisions that by their nature should survive (warranties, indemnities, limitations of liability) will survive termination.

Governing Law & Dispute Resolution

14.1 Governing Law

These Terms shall be governed by the laws of the State of Delaware, United States, without regard to conflict-of-law principles.

14.2 Binding Arbitration

Except as described in Section 14.3, any dispute arising out of or relating to these Terms or the Service shall be resolved by binding, individual arbitration under the rules of the American Arbitration Association (AAA). No class actions or class-wide arbitration are permitted.

14.3 Exceptions

Either party may seek injunctive or equitable relief from a court of competent jurisdiction to prevent infringement of intellectual property rights. Claims within small claims court jurisdictional limits may be brought in small claims court.

Privacy & Data Protection

Your use of the Service is subject to DMEDesk's Privacy Policy, available at dmedesk.ai/privacy. Our Privacy Policy explains how we collect, use, and protect your personal information. By using the Service, you acknowledge that you have read and understood our Privacy Policy.

Where required by applicable law, including HIPAA and applicable state privacy laws, you agree to comply with all data protection and privacy obligations related to your patient contact lists, call recipients, or any personal data submitted to or processed through the Service.

General Provisions

16.1 Entire Agreement

These Terms (including all Additional Terms and the BAA where applicable) constitute the entire agreement between you and DMEDesk regarding the Service.

16.2 Assignment

You may not assign or transfer these Terms without DMEDesk's prior written consent. DMEDesk may assign these Terms at any time.

16.3 Relationship of the Parties

No joint venture, partnership, employment, or agency relationship exists between you and DMEDesk as a result of these Terms.

16.4 Waiver; Severability

Failure to enforce any provision does not constitute a waiver. If any portion is held invalid or unenforceable, the remaining portions remain in full force.

16.5 Notices

Notices to DMEDesk must be sent to:

DMEDesk LLC
Email: legal@dmedesk.ai

16.6 Contact Information

The Service is offered by DMEDesk LLC. For questions about these Terms, contact us at legal@dmedesk.ai.