Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between K. M. Fisher Systems LLC, doing business as Assurium, and the individual or entity accessing or using our Services ("Customer," "you," or "your").

By downloading, installing, accessing, or using the Services, you agree to be bound by these Terms. If you are accepting these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization.

These Terms incorporate the Assurium Privacy Policy by reference.

2. Nature of the Services; Important Disclaimers

Assurium provides software that analyzes clinical documentation for documentation completeness, compliance indicators, and billing-risk signals. Assurium is decision support software only.

Assurium does not provide:

• Medical advice or clinical recommendations
• Legal advice or legal opinions
• Professional coding services or code assignment
• Guarantees of reimbursement, claim approval, or audit outcomes
• Audit defense services or representation

You are solely responsible for all clinical care and treatment decisions, documentation content and accuracy, code selection, billing decisions, and compliance with applicable laws and payer requirements.

Findings generated by the Application are informational aids that require professional review and independent judgment before any action is taken.

3. Definitions

• "Application" means the Assurium desktop software application.
• "Clinical Content" means documents, text, or other content you import into the Application and related outputs.
• "Findings" means audit outputs, risk flags, scores, evidence references, and structured reports produced by the Application.
• "Services" means, collectively, the Application, the Site (assurium.co), and related services.
• "BYOK" (Bring Your Own Key) means you provide your own API credentials for a third-party AI provider.
• "De-identification" means best-effort identifier replacement intended to reduce risk of transmitting identifiers externally.

4. How the Application Works

4.1 Local-First Architecture

The Application is designed with a local-first architecture. Clinical Content you import is stored locally on your device. Audit results and Findings are also stored locally.

4.2 AI Processing Requirement

The Application requires AI processing to perform audits and generate Findings. AI processing is performed by a third-party AI provider that you configure by providing your own API key (BYOK).

4.3 De-identification

The Application includes an optional de-identification feature that you may enable to reduce the risk of transmitting identifiable information to your AI provider. De-identification is optional and user-triggered. It is not guaranteed to detect or remove all identifiable information.

4.4 Your AI Provider Relationship

You are responsible for:

• Selecting an appropriate AI provider
• Reviewing and accepting your provider's terms and privacy policy
• Configuring any available data retention or privacy settings offered by your provider
• Determining whether a Business Associate Agreement is required with your provider
• Ensuring your use complies with applicable laws and your organization's policies

Assurium is not responsible for the acts, omissions, policies, or practices of third-party AI providers.

5. License Grant and Restrictions

5.1 License Grant

Subject to your compliance with these Terms and payment of applicable fees, Assurium grants you a limited, non-exclusive, non-transferable, revocable license to download, install, and use the Application for your internal business purposes during your Subscription term.

5.2 Ownership

Assurium and its licensors retain all right, title, and interest in and to the Services, including all software, models, trademarks, and intellectual property rights. You retain all rights in your Clinical Content.

5.3 Restrictions

You agree not to (and not to permit others to):

• Reverse engineer, decompile, or disassemble the Application, except as permitted by law
• Modify, adapt, or create derivative works of the Services
• Remove or obscure any proprietary notices
• Circumvent licensing controls, device limits, or security measures
• Use the Services to build, benchmark, or develop a competing product
• Resell, sublicense, or distribute the Services without written consent
• Use the Services in violation of applicable law or third-party rights

6. Customer Responsibilities

You represent and warrant that:

• You have obtained all necessary rights and consents to use Clinical Content with the Services
• Your use of the Services complies with all applicable laws and regulations
• You will not input content that violates law or third-party rights

If Clinical Content includes Protected Health Information (PHI), you are responsible for determining whether such content may be processed using the Services and ensuring appropriate safeguards.

Findings are decision support tools, not definitive determinations. You are responsible for reviewing Findings with professional judgment and verifying accuracy before taking action.

7. Subscription, Fees, and Payment

7.1 Payment Processing

Payments are processed by Stripe. By providing payment information, you authorize Assurium and Stripe to charge applicable fees to your designated payment method.

7.2 Billing and Renewal

Unless otherwise specified, Subscriptions are billed in advance and renew automatically at the then-current rate. You authorize us to charge your payment method for renewal fees unless you cancel before the renewal date.

7.3 Refund Policy

• First Purchase: You may request a full refund within thirty (30) days of your initial purchase for any reason. Contact support@assurium.co.
• Renewals: Renewal charges are non-refundable once processed.

7.4 Cancellation

You may cancel your Subscription at any time through your account settings or by contacting support. Cancellation takes effect at the end of your current billing period.

8. Third-Party Services

The Services integrate with or rely on third-party services, including:

• Licensing provider (Keygen) for subscription validation
• Payment processor (Stripe) for payment processing
• AI providers (such as Groq) for AI processing via BYOK
• Assurium Managed AI — an optional cloud audit service operated by Assurium (subject to the Cloud Processing Addendum)

Third-party services are subject to their own terms and privacy policies. Assurium is not responsible for third-party services, including outages, policy changes, or data handling practices.

8.1 Assurium Managed AI

Assurium offers an optional managed cloud audit service ("Assurium Managed AI") as an alternative to BYOK. Use of Assurium Managed AI requires acceptance of the Cloud Processing Addendum, which supplements these Terms and governs the processing of Clinical Content through that service. The Cloud Processing Addendum is incorporated into these Terms by reference when accepted.

9. HIPAA; Business Associate Status

Assurium provides software to support documentation review workflows. Assurium does not act as your Business Associate under HIPAA unless expressly agreed in a separate, written Business Associate Agreement (BAA) executed by Assurium.

If you enable cloud AI processing (BYOK), you are responsible for determining whether a BAA is required with your AI provider.

10. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.

ASSURIUM EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

ASSURIUM DOES NOT WARRANT THAT:

• Findings will be accurate, complete, or error-free
• Findings will prevent denials, audits, or adverse payer actions
• Use of the Services will ensure compliance with any law or payer policy
• De-identification will detect or remove all identifiable information

YOU ASSUME ALL RISK for results obtained from use of the Services.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

IN NO EVENT WILL ASSURIUM BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.

ASSURIUM'S TOTAL CUMULATIVE LIABILITY arising out of or related to these Terms or the Services WILL NOT EXCEED the greater of: (a) the amounts paid by you to Assurium in the twelve (12) months preceding the event giving rise to the claim, or (b) one hundred U.S. dollars ($100).

12. Indemnification

You agree to indemnify, defend, and hold harmless Assurium from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your Clinical Content
• Your breach of these Terms
• Your violation of applicable law or third-party rights
• Your use of third-party AI providers
• Your failure to obtain required authorizations or agreements

13. Termination

You may stop using the Services at any time. We may suspend or terminate your access if you breach these Terms, fees are overdue, or your use creates a security risk or legal exposure.

Because the Application uses a local-first architecture, Clinical Content stored on your device may remain after termination unless you delete it. You are responsible for exporting and securely deleting local data as appropriate.

14. Acceptable Use

You agree not to use the Services to:

• Violate any applicable law or third-party rights
• Process data you do not have authorization to process
• Transmit PHI or sensitive data to external services without appropriate authorization
• Circumvent security features or access controls
• Introduce malware or harmful code
• Engage in fraudulent, deceptive, or abusive conduct

15. Governing Law; Dispute Resolution

These Terms are governed by the laws of the State of Florida, without regard to conflict of law principles.

Any dispute arising out of or relating to these Terms or the Services will be resolved in the state or federal courts located in Orange County, Florida, and you consent to personal jurisdiction in such courts.

16. General Provisions

• Entire Agreement: These Terms, together with the Privacy Policy, constitute the entire agreement regarding the Services.
• Severability: If any provision is unenforceable, the remainder remains in full force.
• Waiver: Failure to enforce any provision is not a waiver.
• Assignment: You may not assign these Terms without consent. Assurium may assign in connection with a merger, acquisition, or sale of assets.
• Force Majeure: Neither party is liable for delays due to events beyond reasonable control.

17. Changes to These Terms

We may update these Terms from time to time. When we make material changes, we will update the "Effective Date" and provide notice through the Site or Application. Continued use after the effective date constitutes acceptance.

18. Contact Information

K. M. Fisher Systems LLC
DBA Assurium
7157 Narcoossee Road, #1104
Orlando, FL 32822, United States

General Support: support@assurium.co
Legal Notices: legal@assurium.co
Privacy Inquiries: privacy@assurium.co