Terms of Service

1.1 Agreement: By creating an account, signing an order form, clicking to accept, or accessing or using the Services, you agree to these Terms. If you accept on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to that organization.

1.2 Order of Precedence: If you have a signed master services agreement, order form, or statement of work with OpenBots ("Customer Agreement"), that Customer Agreement controls to the extent it conflicts with these Terms. Our Business Associate Agreement (BAA) controls with respect to Protected Health Information (PHI). Our Privacy Policy and Security Policy are incorporated by reference.

1.3 Eligibility: The Services are intended for businesses and healthcare organizations located in the United States and their authorized personnel. You must be at least 18 years old to use the Services.

2.1 Services: The CoOrdio software-as-a-service platform, AI agents, automation, APIs, websites, revenue cycle management (RCM) billing services, implementation, support, and any related services that OpenBots provides.

2.2 Customer Data: All data, including PHI, that you or your Authorized Users submit to, or that is collected or processed through, the Services on your behalf.

2.3 Authorized Users: Your employees, contractors, and agents whom you permit to access the Services under your account.

2.4 AI Output: Any content, data, classification, recommendation, interpretation, code, claim, or other output generated by the AI features of the Services.

2.5 Third-Party Services: Products, services, data sources, and systems not provided by OpenBots, including electronic health record (EHR) and practice management systems, payers, clearinghouses, payer portals, payment processors, and communication carriers.

3.1 Access: Subject to these Terms and payment of applicable fees, OpenBots grants you a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term for your Authorized Users to access and use the Services for your internal business purposes.

3.2 Changes to the Services: We may update, improve, or modify the Services from time to time. We will not materially reduce the core functionality of Services you have paid for during the current subscription term without notice.

3.3 Not a Healthcare Provider: OpenBots is a technology and business services company. We do not provide medical, clinical, legal, coding certification, or financial advice, and the Services do not create a provider-patient relationship. Decisions about patient care, coverage, coding, billing, and collections remain yours.

4.1 Account Security: You are responsible for all activity under your account, for maintaining the confidentiality of credentials, for enabling multi-factor authentication where available, and for promptly removing access for Authorized Users who no longer need it.

4.2 Payer and Third-Party Credentials: If you provide credentials for payer portals, clearinghouses, EHRs, or other Third-Party Services, you represent that you are authorized to provide them and to permit OpenBots to use them on your behalf to deliver the Services, and you will keep them current.

4.3 Notice of Unauthorized Use: You must notify us promptly at security@coordio.com if you become aware of any unauthorized access to or use of your account or the Services.

5.1 Your Legal and Regulatory Compliance: Complying with all laws, regulations, and contractual requirements that apply to you, including HIPAA, the HITECH Act, 42 CFR Part 2, state health privacy and consumer protection laws, the Telephone Consumer Protection Act (TCPA), CAN-SPAM, the Fair Debt Collection Practices Act and state collection laws, the No Surprises Act, Medicare and Medicaid program rules, the False Claims Act, the Anti-Kickback Statute, and payer contract terms.

5.2 Business Associate Agreement: If you are a covered entity or business associate under HIPAA, entering into a BAA with OpenBots before submitting any PHI to the Services. You must not submit PHI until a BAA is in place.

5.3 Authority, Notices, and Consents: Obtaining and maintaining all notices, authorizations, and consents required for OpenBots to collect, use, disclose, and process Customer Data on your behalf, including patient authorizations, notices of privacy practices, and consent to receive calls and text messages from you or on your behalf.

5.4 Minimum Necessary and Data Accuracy: Submitting only the minimum necessary PHI, and ensuring that Customer Data, patient demographics, insurance information, charges, codes, and documentation are accurate, complete, and lawfully obtained.

5.5 Review and Final Decisions: Reviewing and approving claims, codes, appeals, eligibility and benefits determinations, patient financial responsibility estimates, and patient statements before they are relied upon or submitted, and making all final clinical, coding, billing, and collection decisions.

5.6 Your Systems and Users: Securing your own networks, devices, EHR and practice management systems, and user accounts; configuring user permissions in the Services appropriately; training your Authorized Users; and ensuring their compliance with these Terms.

5.7 Your Security Obligations: Maintaining your own HIPAA risk analysis, policies, workforce training, and safeguards, and promptly notifying OpenBots of any suspected security incident involving your account or Customer Data.

5.8 Refunds and Overpayments: Identifying, reporting, and returning overpayments, and issuing patient refunds, as required by law and payer contracts.

5.9 No Shift of Compliance Responsibility: OpenBots's HIPAA compliance and SOC 2 attestation apply to the controls OpenBots operates. They do not make you compliant, and OpenBots is not responsible for your failure to meet your own obligations, including any fines, penalties, recoupments, or payer audits resulting from that failure.

6.1 BAA Governs PHI: To the extent OpenBots creates, receives, maintains, or transmits PHI on your behalf, OpenBots acts as your business associate, and the BAA governs our use and disclosure of PHI. The BAA is available at coordio.health/business-associate-agreement.

6.2 Breach Notification: OpenBots will report breaches of unsecured PHI and security incidents as required by the BAA and HIPAA. You are responsible for any notifications you are required to give to individuals, regulators, and the media, except as otherwise agreed in writing.

7.1 Our Safeguards: OpenBots maintains administrative, technical, and physical safeguards designed to protect Customer Data, as described in our Security Policy at coordio.health/security. Our SOC 2 report is available on request under a non-disclosure agreement.

7.2 No Guarantee: No system is completely secure. Except as expressly stated in the BAA or a Customer Agreement, OpenBots does not guarantee that the Services or Customer Data will be free from unauthorized access, loss, or interruption.

8.1 Nature of AI Output: The Services use artificial intelligence and machine learning, which are probabilistic and may produce output that is inaccurate, incomplete, or inconsistent. AI Output, including eligibility and benefits interpretations, coding suggestions, prior authorization drafts, denial predictions, document classifications, and payment estimates, is provided to assist your staff and is not a substitute for professional judgment.

8.2 Your Responsibility for AI Output: You are responsible for reviewing AI Output before relying on it, submitting it to a payer, or communicating it to a patient, and for configuring the validation rules and human review that your workflows require. OpenBots is not responsible for decisions made or actions taken based on AI Output.

8.3 Payer Decisions: Payers and third parties make their own determinations. OpenBots does not guarantee any eligibility result, authorization approval, claim payment, reimbursement amount, collection rate, denial reduction, or other financial outcome.

8.4 Model Training: OpenBots does not use PHI to train general-purpose AI models and does not permit third-party AI providers to retain Customer Data or use it to train their models. OpenBots may use de-identified data, as permitted by HIPAA and the BAA, and aggregated usage data to operate, secure, and improve the Services.

9.1 Prohibited Conduct: Use the Services in any of the following ways:

• submit false, fraudulent, or upcoded claims, or use the Services for any unlawful purpose;
• access or use data you are not authorized to access, or send communications to people who have not given any consent required by law;
• interfere with, disrupt, probe, scan, or circumvent the security or rate limits of the Services, including through prompt injection or other attempts to manipulate the AI features;
• copy, reverse engineer, decompile, or create derivative works of the Services, or use them to build a competing product;
• resell, sublicense, or provide the Services to third parties except as permitted in a Customer Agreement; or
• upload malicious code, or use the Services in violation of our API Use Policy.

10.1 Ownership: As between you and OpenBots, you own Customer Data. You grant OpenBots a limited license to host, process, transmit, and use Customer Data as needed to provide, secure, support, and improve the Services, as permitted by these Terms, the BAA, and law.

10.2 Privacy Policy: Our Privacy Policy, available at coordio.health/privacy-policy, describes how we handle personal information. We do not sell Customer Data or PHI.

10.3 Usage Data: OpenBots may collect and use information about how the Services are used, in de-identified or aggregated form that does not identify you, any individual, or any patient, to operate and improve the Services.

11.1 Electronic Communications: By using the Services, submitting a form on our websites, or providing your contact information, you consent to receive communications from OpenBots electronically, including by email, text message (SMS and MMS), telephone calls, in-app notifications, and postings on the Services. You agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that they be in writing.

11.2 Service and Transactional Messages: You agree to receive service-related communications, including account notices, security alerts, multi-factor authentication codes, billing notices, workflow notifications, support messages, and updates to these Terms. These messages are part of the Services, and you may not opt out of them while you have an active account.

11.3 Text Messages and Calls: By providing a mobile or telephone number, you expressly consent to receive calls and text messages from OpenBots and its service providers at that number, including messages sent using automated technology and prerecorded or artificial voice messages, for the purposes described in this Section. Consent to marketing calls and texts is not a condition of purchasing any product or service. Message frequency varies. Message and data rates may apply. Reply STOP to opt out of text messages and HELP for help. Carriers are not liable for delayed or undelivered messages.

11.4 Marketing Communications: With your consent where required by law, OpenBots may send you news, product updates, event invitations, and promotional communications. You may opt out of marketing emails at any time by using the unsubscribe link in the email or by contacting privacy@coordio.com. Opting out of marketing does not stop service-related communications.

11.5 Accurate Contact Information: You agree to keep your contact information current and to notify us if a number you provided is reassigned or disconnected.

11.6 Messages to Your Patients: If you use the Services to send emails, texts, calls, or statements to patients or other individuals, you send those messages as the sender of record and you are solely responsible for obtaining and documenting all consents required by the TCPA, CAN-SPAM, HIPAA, and state law, honoring opt-out requests, and ensuring message content is lawful.

11.7 Recording: Calls with OpenBots may be recorded or transcribed for quality, training, and compliance purposes, with notice where required by law.

12.1 Fees: You will pay the fees stated in your order form or Customer Agreement. Unless stated otherwise, fees are invoiced in advance, are due within thirty (30) days of the invoice date, are payable in U.S. dollars, and are non-refundable.

12.2 Late Payment and Suspension: Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. OpenBots may suspend the Services if any undisputed amount is more than thirty (30) days overdue after notice.

12.3 Taxes: Fees do not include taxes. You are responsible for all sales, use, and similar taxes associated with your purchases, other than taxes on OpenBots's income.

13.1 Integrations: The Services interoperate with Third-Party Services. OpenBots does not control and is not responsible for Third-Party Services, including their availability, accuracy, data, changes to their interfaces or rules, or any payer, clearinghouse, or EHR outage or error. Your use of Third-Party Services is governed by your agreements with those providers.

14.1 OpenBots Property: OpenBots and its licensors own all rights, title, and interest in the Services, including software, AI models, workflows, documentation, and trademarks such as CoOrdio and OpenBots. No rights are granted except as expressly stated in these Terms.

14.2 Feedback: If you provide suggestions or feedback, OpenBots may use them without restriction or obligation to you.

15.1 Obligations: Each party will protect the other party's non-public business, technical, and financial information with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and advisors who need to know it and are bound by confidentiality obligations. PHI is governed by the BAA.

16.1 Term: These Terms apply while you use the Services. Subscription terms are stated in your order form or Customer Agreement.

16.2 Suspension: OpenBots may suspend access immediately if we reasonably believe your use violates these Terms or law, threatens the security or integrity of the Services or other customers, or exposes OpenBots to liability.

16.3 Termination: Either party may terminate for material breach that is not cured within thirty (30) days after written notice. Upon termination, your right to use the Services ends, you will pay all fees owed, and Customer Data will be returned or destroyed as described in the BAA and your Customer Agreement.

16.4 Survival: Sections that by their nature should survive termination will survive, including Sections 5, 8, 12, and 14 through 24.

17.1 Mutual Warranties: Each party represents that it has the authority to enter into these Terms and will comply with laws applicable to its performance.

17.2 Disclaimer: EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR A CUSTOMER AGREEMENT, THE SERVICES, AI OUTPUT, AND ALL RELATED CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, OPENBOTS DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION. OPENBOTS DOES NOT WARRANT ANY PARTICULAR REIMBURSEMENT, PAYMENT, COLLECTION, OR COMPLIANCE RESULT.

18.1 Exclusion of Certain Damages: TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL OPENBOTS OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, REIMBURSEMENT, OR COLLECTIONS; DENIED, DELAYED, OR RECOUPED CLAIMS; LOSS OF DATA OR GOODWILL; BUSINESS INTERRUPTION; COST OF SUBSTITUTE SERVICES; OR REGULATORY FINES OR PENALTIES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18.2 Liability Cap: TO THE FULLEST EXTENT PERMITTED BY LAW, OPENBOTS'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS AND THE SERVICES WILL NOT EXCEED THE AMOUNTS YOU PAID TO OPENBOTS FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, OR ONE HUNDRED U.S. DOLLARS (US $100) IF YOU HAVE NOT PAID ANY FEES.

18.3 Application: These limitations apply to all claims in the aggregate, whether in contract, tort (including negligence), strict liability, or otherwise, and apply even if a remedy fails of its essential purpose. They do not limit liability that cannot be limited under applicable law or your obligation to pay fees. The parties agree these limitations are an essential basis of the bargain.

18.4 Time to Bring Claims: To the extent permitted by law, any claim against OpenBots must be brought within one (1) year after the cause of action arises.

19.1 Your Indemnity: You will defend, indemnify, and hold harmless OpenBots and its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, fines, penalties, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Customer Data, including your lack of rights or consents to provide it; (b) your or your Authorized Users' violation of these Terms or applicable law, including HIPAA, the TCPA, and billing and collection laws; (c) claims, codes, and other submissions to payers or patients made by you or on your behalf; (d) communications sent through the Services to patients or other individuals; and (e) your reliance on AI Output.

19.2 Process: OpenBots will give you prompt notice of a claim, reasonable cooperation at your expense, and control of the defense, except that you may not settle any claim that imposes obligations on OpenBots without our prior written consent.

20.1 Informal Resolution: Before starting a formal proceeding, the parties will try in good faith to resolve any dispute by written notice and negotiation for at least thirty (30) days. Notices to OpenBots must be sent to legal@openbots.ai and to the mailing address in Section 24.

20.2 Binding Arbitration: Any dispute arising out of or relating to these Terms or the Services that is not resolved informally will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, in Wilmington, Delaware. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek injunctive relief in court to protect its intellectual property or confidential information.

20.3 Class Action Waiver: DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS. NEITHER PARTY MAY BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR ARBITRATION, AND EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

21.1 Law and Venue: These Terms are governed by the laws of the State of Delaware and applicable U.S. federal law, without regard to conflict of laws principles. Subject to Section 20, the state and federal courts located in the State of Delaware have exclusive jurisdiction, and each party consents to personal jurisdiction and venue there.

22.1 Updates: OpenBots may update these Terms from time to time. We will post the updated Terms on this page with a new "Last Updated" date and, for material changes, give notice by email or through the Services. Changes take effect thirty (30) days after posting unless stated otherwise. Continued use of the Services after changes take effect means you accept them. Changes do not alter a signed Customer Agreement during its current term.

23.1 Entire Agreement: These Terms, together with any Customer Agreement, the BAA, and the policies referenced in them, are the entire agreement between the parties regarding the Services.

23.2 Assignment: You may not assign these Terms without OpenBots's prior written consent. OpenBots may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

23.3 Force Majeure: Neither party is liable for delays or failures caused by events beyond its reasonable control, including natural disasters, pandemics, war, terrorism, labor disputes, internet or utility failures, cyberattacks, and outages of payers, clearinghouses, or hosting providers. This does not excuse payment obligations.

23.4 Other Terms: The parties are independent contractors. If any provision is found unenforceable, it will be modified to the minimum extent necessary and the rest will remain in effect. A failure to enforce a provision is not a waiver. There are no third-party beneficiaries. Notices to you may be sent to the email address associated with your account.

24.1 Mailing Address: OpenBots Inc. Attn: Legal - Coordio Healthcare Platform 440 Sawgrass Corporate Expressway, Suite 210 Sunrise, FL 33325 United States

24.2 Email: Legal notices: legal@openbots.ai Privacy questions: privacy@coordio.com Compliance questions: compliance@coordio.com Security concerns: security@coordio.com