Terms of Use

These Terms of Use (“Terms”) govern access to and use of the Zoren AI prior-authorization automation platform and related services (the “Service”), operated by Zoren, Inc. By accessing or using the Service, you agree to be bound by these Terms on behalf of yourself and, if applicable, the organization you represent (“Customer”). If you do not agree, do not use the Service.

1. Acceptance of terms

These Terms form a binding agreement between you, your Customer organization (where applicable), and Zoren, Inc. Where your Customer has accepted or signed the Zoren Business Associate Agreement and Services Terms, or has another signed agreement or order form with us, that agreement governs in the event of a conflict with these Terms.

2. Description of the Service

The Service helps healthcare organizations, pharmacies, and their authorized workforce members prepare, submit, track, and manage prior-authorization requests and related administrative workflows, including AI-assisted voice calls placed or received at a Customer’s direction. The Service is an administrative and workflow-automation tool. It does not provide medical care, and its outputs (including any AI-assisted drafting, extraction, or classification features) are administrative aids only, as described further in Section 5.

3. Eligibility & accounts

The Service is intended for use by adults acting in a professional capacity on behalf of a healthcare organization or pharmacy Customer. You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account. You must notify us promptly of any unauthorized use of your account.

4. Acceptable use

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

• Use the Service for any unlawful purpose or in violation of any applicable law or regulation;
• Access or attempt to access data, accounts, or systems you are not authorized to access, including another Customer’s tenant data;
• Interfere with or disrupt the integrity or performance of the Service;
• Reverse engineer, decompile, or attempt to derive the source code of the Service, except as permitted by law;
• Use the Service to store or transmit malicious code;
• Circumvent or attempt to circumvent any usage limits, access controls, or security features; or
• Submit information you are not authorized to submit, including PHI you do not have a lawful basis to process.

5. Not medical advice

The Service, including any AI-assisted or automated features, does not practice medicine, does not provide medical advice or clinical decision-making, and is not a substitute for the independent professional judgment of a licensed healthcare provider. All clinical decisions, prescribing decisions, and determinations of medical necessity remain solely the responsibility of the licensed healthcare professionals using the Service. You are responsible for reviewing and verifying any information the Service generates, extracts, or submits on your behalf before relying on it for a clinical or administrative decision.

6. Fees & payment

Fees for the Service are set out in the applicable order form or in the Zoren Business Associate Agreement and Services Terms. Unless stated otherwise there, invoices are due within thirty (30) days of the invoice date, and fees are non-refundable.

7. Customer data & HIPAA

Where a Customer submits PHI to the Service, Zoren, Inc. acts as the Customer’s business associate under HIPAA, and our handling of that PHI is governed by the Business Associate Agreement the Customer has accepted or signed, which is incorporated by reference and controls over these Terms with respect to PHI. Customer represents and warrants that it has all rights and authorizations necessary to submit the data it provides to the Service, including any required patient authorizations or consents.

We retain Customer Data for as long as your Customer organization uses the Service and do not automatically delete it. How PHI is handled after a Customer’s agreement ends is set out in the Business Associate Agreement and our Data Policy.

8. Intellectual property

Zoren, Inc. and its licensors retain all right, title, and interest in and to the Service, including all software, models, designs, and documentation. Subject to these Terms, we grant Customer and its authorized users a limited, non-exclusive, non-transferable right to access and use the Service during the applicable subscription term. Customer retains all right, title, and interest in the data it submits to the Service (“Customer Data”), subject to the license Customer grants us to process that data to provide the Service and as otherwise permitted by the Business Associate Agreement.

9. Third-party services

The Service integrates with third-party systems Customer chooses to connect, including pharmacy and payer portals, e-fax providers, and CRM systems. We are not responsible for the availability, accuracy, or conduct of third-party systems, and your use of them is subject to their own terms.

10. Disclaimers

Except as expressly stated in a signed or accepted agreement between you and Zoren, Inc., the Service is provided “as is” and “as available,” without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or completely secure, or that any prior-authorization request submitted through the Service will be approved by a payer. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.

11. Limitation of liability

To the maximum extent permitted by applicable law, and except for liability arising from a party’s fraud, gross negligence, or willful misconduct: (a) neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, or goodwill, arising out of or related to these Terms or the Service, even if advised of the possibility of such damages; and (b) each party’s total aggregate liability arising out of or related to these Terms or the Service will not exceed the amounts paid by Customer to Zoren, Inc. for the Service in the twelve (12) months preceding the event giving rise to the claim. Where Customer has accepted or signed the Zoren Business Associate Agreement and Services Terms, the limitations of liability in that agreement, including its separate cap for data protection claims, apply instead of this Section.

Nothing in these Terms limits or excludes liability that cannot be limited or excluded under applicable law — including, where applicable, liability for death or personal injury caused by negligence, liability for fraud, or liability that cannot be waived under HIPAA or applicable state healthcare, consumer-protection, or medical-malpractice law. This Section allocates commercial risk between business parties; it does not limit the rights of any individual patient, who is not a party to these Terms.

12. Indemnification

Customer agrees to indemnify and hold Zoren, Inc. harmless from third-party claims arising from Customer’s breach of these Terms, Customer’s violation of applicable law, or Customer Data submitted without proper authorization, except to the extent caused by Zoren, Inc.’s breach of these Terms or applicable law. Zoren, Inc. agrees to indemnify and hold Customer harmless from third-party claims that the Service, as provided by us and used in accordance with these Terms, infringes a third party’s intellectual property rights. Where Customer has accepted or signed the Zoren Business Associate Agreement and Services Terms, the indemnification terms and procedure in that agreement apply instead of this Section.

13. Term & termination

These Terms remain in effect for as long as you or your Customer organization use the Service. We may suspend or terminate access for material breach of these Terms, non-payment, or as required by law, subject to any notice and cure periods in the applicable Customer agreement. Upon termination, Customer’s right to access the Service ends, and we will handle Customer Data as described in the applicable Customer agreement and our Data Policy.

14. Disputes & venue

Any dispute arising out of or relating to these Terms or the Service will be brought exclusively in the state or federal courts located in Orange County, California, and each party consents to the personal jurisdiction and venue of those courts.

15. Governing law

These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws principles, except to the extent federal law, including HIPAA, applies.

16. Changes to these terms

We may update these Terms from time to time. If we make material changes, we will update the “Last updated” date above and, where required by an applicable Customer agreement or by law, provide additional notice. Continued use of the Service after an update constitutes acceptance of the revised Terms to the extent permitted by law.

17. General provisions

If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable. These Terms, together with any applicable order form, Business Associate Agreement, or other signed agreement, constitute the entire agreement between the parties regarding the Service. Neither party may assign these Terms without the other party’s consent, except in connection with a merger, acquisition, or sale of substantially all assets.

18. Contact us

Questions about these Terms can be sent to [email protected] or to Zoren, Inc., 2615 N. Greenbrier, Santa Ana, CA 92706.