Terms of Service

1. Acceptance

These Terms of Service govern your access to and use of the Dawn mobile and web applications and related services (the “Service”) operated by Dawn Health Intelligence, Inc. (“Dawn,” “we,” or “us”). By creating an account or using the Service you agree to these Terms. If you are using the Service on behalf of a clinic or practice, you represent that you are authorized to bind that entity to these Terms.

2. Eligibility

The Service is intended for licensed physicians, clinics, and the adult members of their workforce. You must be at least eighteen years old. You are responsible for ensuring that your use of the Service is lawful in your jurisdiction and consistent with your professional obligations.

3. The Service

Dawn provides software that assists physicians in documenting patient encounters. The Service records audio, transcribes that audio through a third-party transcription provider, generates clinical notes, visit summaries, and encounter analyses (including diagnosis, ICD-10, and E&M billing code suggestions) through a third-party generative AI provider, and stores the resulting content on your behalf. The generation of notes and analyses is probabilistic and subject to error.

4. Account and security

You must provide accurate account information and keep your credentials confidential. You are responsible for activity under your account. You must notify us promptly of any unauthorized access. We may suspend accounts that we reasonably believe are compromised, fraudulent, or in violation of these Terms.

5. Subscriptions and payment

Access to paid features requires a subscription. Fees, billing periods, included usage, and overage rates are presented at the point of purchase. Subscriptions renew automatically until cancelled. Payments are processed by Stripe and are non-refundable except where required by law. You authorize us and Stripe to charge your payment method on the applicable schedule. We may change fees prospectively upon notice before the start of the next billing period.

6. Medical disclaimer

The Service is not a medical device and does not provide medical advice, diagnosis, or treatment. Output generated by the Service, including clinical notes, summaries, ICD-10 and E&M coding suggestions, differential diagnoses, and literature references, is produced by AI models and must be independently reviewed by a qualified clinician before any use in patient care. You are solely responsible for clinical decisions and for the accuracy and completeness of the documentation you sign, submit, or bill. You must verify coding suggestions against the official ICD-10-CM code set and current AMA CPT guidelines.

7. Your content and data

You retain all rights in the audio, transcripts, clinical notes, patient records, and other content you submit to the Service (“Customer Content”). You grant Dawn a limited, non-exclusive license to host, process, and display Customer Content solely to provide and secure the Service. Our processing of Personal Data is described in the Privacy Policy, which is incorporated by reference. You are responsible for obtaining any patient authorizations required under applicable law before submitting PHI to the Service.

8. Acceptable use

You agree not to (a) use the Service in violation of law or the rights of others; (b) upload content you are not authorized to submit; (c) attempt to reverse engineer, disrupt, or gain unauthorized access to the Service; (d) use the Service to train competing models or to benchmark it for the benefit of a competing service; or (e) resell or sublicense the Service without our written consent.

9. Intellectual property

The Service, including all software, trademarks, and content made available by Dawn, is owned by Dawn or its licensors and is protected by intellectual property laws. These Terms do not transfer any ownership of the Service to you. Feedback you provide may be used by us without restriction or compensation.

10. Third-party services

The Service relies on third-party processors identified in the Privacy Policy. Your use of those components is subject to their terms where applicable. We are not responsible for third-party services, outages, or content.

11. Suspension and termination

You may cancel your subscription and delete your account at any time from within the Service. We may suspend or terminate your access for material breach of these Terms, for non-payment, or as required by law, and will give reasonable notice where practicable. Sections that by their nature should survive termination (including payment obligations, intellectual property, disclaimers, limitation of liability, indemnification, and dispute resolution) will survive.

12. Warranties and disclaimer

The Service is provided “as is” and “as available.” To the maximum extent permitted by law, Dawn disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising out of course of dealing or usage of trade. We do not warrant that the Service will be uninterrupted, error-free, or that AI-generated output will be accurate or suitable for any particular clinical purpose.

13. Limitation of liability

To the maximum extent permitted by law, Dawn and its affiliates will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or any loss of profits, revenues, data, goodwill, or clinical outcomes, arising out of or in connection with the Service, even if advised of the possibility of such damages. Our aggregate liability arising out of or relating to these Terms or the Service will not exceed the amounts paid by you to Dawn for the Service in the twelve months preceding the event giving rise to the liability.

14. Indemnification

You will defend, indemnify, and hold harmless Dawn and its affiliates from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to (a) your Customer Content, (b) your use of the Service in breach of these Terms or applicable law, or (c) your clinical decisions or provision of care.

15. Governing law and dispute resolution

These Terms are governed by the laws of the Hashemite Kingdom of Jordan, without regard to conflict-of-laws principles. Any dispute arising out of or in connection with these Terms will be finally resolved by arbitration seated in Amman, Jordan, under the rules of a recognized arbitration institution, conducted in Arabic unless the parties agree otherwise. Nothing in this section prevents either party from seeking injunctive relief in a court of competent jurisdiction to protect its intellectual property or confidential information.

16. Changes

We may update these Terms from time to time. Material changes will be notified through the Service or by email. Continued use of the Service after the effective date constitutes acceptance of the updated Terms.

17. Contact

Dawn Health Intelligence, Inc.

Email: support@dawnhealth.ai