Effective: June 16, 2026
These Terms of Use (“Terms”) are a binding agreement
between RoundSmarter LLC, a Florida limited liability
company doing business as “Round Smarter” (“Round
Smarter,” “we,” “us,” or
“our”), and the individual or entity that accesses or
uses our Services (“you” or “User”).
They govern your access to and use of the Round Smarter mobile
application, website, and related software, integrations, and services
(collectively, the “Services”).
PLEASE READ THESE TERMS CAREFULLY. They include
important provisions that limit our liability (Sections
14–16), disclaim all warranties (Section 14), require
individual arbitration of most disputes, and
waive class actions and jury trials (Section 19). By
creating an account, clicking to accept, signing in, or otherwise
accessing or using the Services, you agree to these Terms and to our Privacy Policy, which is
incorporated by reference. If you do not agree, do not access or
use the Services.
1. Who May Use the Services
The Services are intended solely for licensed healthcare
providers and their authorized clinical and administrative
staff (“Providers”) who use the Services in
connection with a healthcare facility, practice group, or other
organization that has a current agreement with Round Smarter or with one
of our customers (“Facility”). By using the Services,
you represent and warrant that:
- you are at least 18 years of age and able to form a binding
contract; - if you are a Provider, you hold a current, valid, and unrestricted
license, registration, or certification required to perform the clinical
activities for which you use the Services, and you are acting within the
scope of that authorization; - you are accessing the Services in your professional capacity and not
as a patient or consumer; - the information you provide is accurate and you will keep it
current; and - if you accept these Terms on behalf of a Facility or other
organization, you have the authority to bind that organization, and
“you” includes that organization.
The Services are not intended for use by patients,
consumers, or members of the general public, and are not designed to
provide healthcare to you. The Services are not directed to children and
do not knowingly collect information from anyone under 18.
2. The
Services — What Round Smarter Does and Does Not Do
Round Smarter provides software that helps Providers capture clinical
encounters (including optional short audio recordings), generate
draft clinical documentation and clinical briefs using
artificial intelligence (“AI”), queue suggested orders,
tasks, and codes for Provider review, and — where enabled — exchange
information with electronic health record systems such as PointClickCare
(“EHR Systems”).
The Services are documentation-support and workflow tools
only. Round Smarter:
- does not practice medicine, provide medical advice,
or establish a provider-patient relationship; - does not make clinical decisions and is not a
substitute for the professional judgment, examination, diagnosis, or
treatment decisions of a licensed Provider; - is not intended to be a medical device that
diagnoses, cures, mitigates, treats, or prevents disease, and is not a
substitute for an EHR system of record. The Services are intended to
function as documentation, administrative, and workflow software, and
the AI features are intended to support — not replace or override — a
Provider’s independent professional judgment; and - does not provide legal, billing, coding, reimbursement, or
compliance advice. Any code suggestions, compliance prompts, or
documentation guidance (including content relating to Medicare, OIG, or
opioid-stewardship documentation) are informational aids that the
Provider must independently verify before use.
You acknowledge that the manner in which you configure and use the
Services is within your control, and that using the Services in a way
that substitutes automated output for a Provider’s independent clinical
judgment is contrary to their intended use and is at your own risk.
3.
AI-Generated Content — Provider Review Is Mandatory; Assumption of
Risk
You expressly acknowledge, understand, and agree that:
- All notes, briefs, summaries, transcriptions, order
suggestions, codes, and other output generated by the Services
(“Output”) are unverified drafts produced by automated AI
systems. Output may be incomplete, outdated, inaccurate, or may
contain errors, omissions, or fabricated content (“hallucinations”),
including content that appears plausible but is false. - You are solely responsible for independently reviewing,
correcting, and verifying every Output before relying on it, signing it,
entering it into any medical record, submitting it for billing, or using
it for any clinical, legal, or financial purpose. You must not
rely on any Output as the sole basis for any clinical, documentation,
billing, or compliance decision. - A Provider’s review and electronic signature represents that the
Provider has read the content, that it reflects the Provider’s own
professional judgment and the care actually delivered, and that the
Provider — not Round Smarter — is the author of, and is professionally
and legally responsible for, the final record. - The Services may rely on information drawn from EHR Systems, audio
recordings, and other sources that may be incomplete, mismatched, or out
of date. The absence of information in an Output does
not mean a condition, medication, order, allergy, or event does not
exist, and the presence of information does not confirm
its accuracy or that it pertains to the correct patient.
By using the Services, you knowingly assume all risk arising
from reliance on Output that you have not independently verified. Round
Smarter is not responsible or liable for any clinical, documentation,
billing, or compliance decision you make, for any patient outcome, or
for any consequence of relying on Output.
4. Audio Recording and Consent
If you use the optional audio-recording feature, you are
solely responsible for determining and satisfying the legal requirements
for recording in every applicable jurisdiction and at your Facility, and
for obtaining all required patient (or authorized representative)
notices and consents before each recording. Many U.S. states
require the consent of all parties to a recording, and
requirements vary by state and setting. You represent and warrant that,
each time you record, you have obtained every consent and provided every
notice required by applicable law, by your Facility’s policies, and by
any consent workflow provided in the Services.
Round Smarter provides recording and consent-capture tooling
as a convenience only and does not
warrant that it satisfies the legal requirements applicable to you.
Round Smarter is not responsible for any recording made without legally
required consent, and you assume all liability arising from your
recordings.
5.
HIPAA and Protected Health Information; Order of Precedence
Round Smarter acts as a HIPAA Business Associate to
Facilities that are Covered Entities or their Business Associates. Our
creation, receipt, maintenance, use, and disclosure of Protected Health
Information (“PHI”) on behalf of a Facility is governed
by the applicable Business Associate Agreement (“BAA”)
between Round Smarter and that Facility (or its Covered Entity).
Order of precedence. To the extent of any conflict
or inconsistency between these Terms and an executed BAA with
respect to PHI and HIPAA obligations, the BAA
controls. To the extent of any conflict between these Terms and
a separate written master services or subscription agreement between
Round Smarter and your Facility regarding the same subject matter,
that agreement controls as between Round Smarter and the
Facility, and these Terms continue to govern your individual
access and use. Nothing in these Terms is intended to, and these Terms
shall not be read to, expand Round Smarter’s permitted uses or
disclosures of PHI beyond what the applicable BAA and HIPAA allow.
You agree to access, enter, and use PHI through the Services only as
permitted by HIPAA, the applicable BAA, your Facility’s policies, and
applicable law, and only for patients and Facilities you are authorized
to treat or support. Our handling of information is further described in
the Privacy Policy.
6. Your Account and Security
You must provide accurate registration information and keep your
credentials confidential. You are responsible for all activity under
your account. Do not share accounts or credentials.
Notify us immediately at admin@roundsmarter.com (subject line
“Security”) if you suspect any unauthorized access or use. We may
suspend or disable accounts that we reasonably believe are compromised,
shared, or used in violation of these Terms, applicable law, or the
applicable BAA.
7. Acceptable Use
You agree not to, and not to permit anyone to:
- use the Services for any purpose other than legitimate, authorized
clinical documentation and workflow for patients and Facilities you are
authorized to serve; - access, enter, or attempt to access PHI or records for any patient
or Facility you are not authorized to treat or support; - record any individual without the consent required by Section
4; - upload unlawful, infringing, or malicious content, or content you
lack the right to provide; - reverse engineer, decompile, disassemble, scrape, copy, or create
derivative works of the Services, or attempt to access source code,
except to the extent this restriction is prohibited by applicable
law; - probe, scan, circumvent, or test the vulnerability of the Services
or any related system, or interfere with their operation, security, or
integrity; - use the Services or Output to train, develop, or improve any AI or
machine-learning model other than as expressly permitted by us; - resell, sublicense, rent, time-share, or provide the Services to
third parties except as expressly authorized in a written agreement with
us; or - use the Services to build a competing product or service, or use any
automated means to extract data or Output for that purpose.
We may investigate and take appropriate action, including suspending
or terminating access and reporting unlawful activity, for any actual or
suspected violation.
8. Third-Party Services
and Integrations
The Services interoperate with third-party services, including EHR
Systems (such as PointClickCare), cloud-hosting providers, and AI/model
providers (“Third-Party Services”). Your use of
Third-Party Services may be subject to their own terms, and we do not
control and are not responsible for their availability, accuracy,
security, acts, or omissions. We are not liable for any loss or harm
arising from a Third-Party Service, including any failure, delay,
change, suspension, deprecation, or data error on their part, or from
your or your Facility’s connection, configuration, or credentials to
them.
9. Intellectual Property;
License to You
The Services, including all software, models, designs, text, and
other materials (excluding Provider Content, defined below), are owned
by Round Smarter and its licensors and are protected by
intellectual-property laws. Subject to these Terms, we grant you a
limited, non-exclusive, non-transferable, non-sublicensable, revocable
license to access and use the Services for your authorized internal
clinical and administrative purposes during the term of these Terms. We
reserve all rights not expressly granted. “Round Smarter,” our logos,
and our product names are our trademarks; you may not use them without
our prior written consent.
10. Provider
Content; Feedback; De-Identified Data
“Provider Content” means content you or your
Facility submit to or generate through the Services, including audio
recordings, notes, and clinical information (which may include PHI). As
between you and us, you or your Facility retain ownership of Provider
Content. You grant Round Smarter a worldwide, non-exclusive license to
host, process, transmit, display, and use Provider Content
solely to provide, secure, maintain, and improve the
Services, in each case consistent with the applicable BAA, the
Privacy Policy, and applicable law.
You agree that we may create and use de-identified and/or
aggregated data derived from the operation and use of the
Services, and that, as between you and us, such de-identified data is
owned by Round Smarter and may be used for any lawful business purpose,
including operating, analyzing, improving, and developing our products,
Services, and AI systems, and for quality monitoring — provided
that such data has been de-identified in accordance with the
HIPAA de-identification standard (45 C.F.R. § 164.514(b)) and does not
identify, and cannot reasonably be used to identify, any individual,
Provider, or Facility, and provided that this right is exercised
consistent with the applicable BAA. Round Smarter will not externally
release anything that identifies any individual. This Section survives
termination.
If you provide feedback, suggestions, or ideas about
the Services, you grant us a perpetual, irrevocable, royalty-free,
worldwide, sublicensable license to use them for any purpose without
restriction or obligation to you, provided such feedback contains no
PHI.
11. Fees and Payment
Fees for the Services, if any, are governed by the ordering or
subscription arrangement that applies to you. Depending on how your
access is provisioned, that arrangement may be (a) a
written agreement between Round Smarter and a customer — such as a
facility, a facility operator or management services organization, or a
physician group — under which you are an authorized user, or
(b) an order or subscription under which you
pay Round Smarter directly. The applicable arrangement governs
pricing, billing frequency, and payment terms and prevails over this
Section to the extent it conflicts.
Where you (or an entity you bind) pay Round Smarter directly, then
unless the applicable order states otherwise: (a) you authorize us and
our payment processors to charge your designated payment method for all
applicable fees and taxes; (b) fees are exclusive of taxes, and you are
responsible for all applicable sales, use, and similar taxes (other than
taxes on our net income); (c) fees are non-refundable except as
required by law or as expressly stated in the applicable order;
(d) any subscription renews and may be billed on a recurring
basis until cancelled in accordance with the order, and we will
disclose the renewal terms at the time of purchase; (e) we may suspend
or terminate access for non-payment after reasonable notice; and (f) we
may change fees on a prospective basis with reasonable advance notice,
effective at your next renewal or billing period.
12. Confidentiality
Non-public information about the Services, including pricing,
features, roadmap, and performance, is our confidential information. You
agree not to disclose it except as necessary to use the Services
internally on a need-to-know basis, and to protect it with at least
reasonable care. This Section does not apply to information that is or
becomes public through no fault of yours, and does not restrict any
disclosure required by law (provided you give us reasonable prior notice
where lawful).
13. Suspension; Termination
We may suspend or terminate your access at any time, with or without
notice, if we reasonably believe you have violated these Terms, used the
Services unlawfully, or created risk or possible legal exposure for us,
a patient, or a Facility, or if required by law or by an agreement with
your Facility. You may stop using the Services at any time. Termination
does not affect the handling of PHI, which continues to be governed by
the applicable BAA. Sections that by their nature should survive —
including Sections 2–5, 7, 9, 10, and 14–21 — survive termination.
14. Disclaimer of Warranties
THE SERVICES AND ALL OUTPUT ARE PROVIDED “AS IS” AND “AS
AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND, WHETHER
EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ROUND SMARTER AND ITS LICENSORS AND
SUPPLIERS DISCLAIM ALL WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND
NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR
USAGE OF TRADE.
WE DO NOT WARRANT THAT THE SERVICES OR OUTPUT WILL BE
ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, SECURE, OR
UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR
OUTPUT ARE FIT FOR ANY CLINICAL, DIAGNOSTIC, BILLING, CODING, OR
COMPLIANCE PURPOSE. YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE
OF THE SERVICES AND FOR ALL CLINICAL, DOCUMENTATION, BILLING, AND
COMPLIANCE DECISIONS.
No advice or information, whether oral or written, obtained from
Round Smarter or through the Services, creates any warranty not
expressly stated in these Terms. Some jurisdictions do not allow the
exclusion of certain implied warranties, so some of the above exclusions
may not apply to you; in that case, such warranties are limited to the
minimum scope and shortest duration permitted by law.
15. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ROUND
SMARTER AND ITS OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS,
LICENSORS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR
FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS, OR FOR
ANY PERSONAL INJURY, DEATH, CLINICAL OUTCOME, OR MEDICAL-MALPRACTICE
LIABILITY, ARISING OUT OF OR RELATING TO THE SERVICES, ANY OUTPUT, OR
THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND
REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY,
OR OTHERWISE).
IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF ROUND
SMARTER AND ITS OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS,
LICENSORS, AND SUPPLIERS, ARISING OUT OF OR RELATING TO THE SERVICES,
ANY OUTPUT, OR THESE TERMS, EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS
PAID TO ROUND SMARTER FOR THE SERVICES AND ATTRIBUTABLE TO YOU IN THE
TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE
THOUSAND U.S. DOLLARS ($1,000).
Exclusions. Nothing in these Terms excludes or
limits liability that cannot be excluded or limited under applicable
law, including liability for a party’s gross negligence, willful
misconduct, or fraud, or for death or personal injury caused by a
party’s negligence where such limitation is prohibited by law. The
remaining limitations in this Section apply to the fullest extent
permitted.
These limitations are a fundamental basis of the bargain between you
and Round Smarter, allocate risk between the parties, and apply even if
a limited remedy fails of its essential purpose. Some jurisdictions do
not allow certain limitations, so some of the above may not apply to
you.
16. Indemnification
You will defend, indemnify, and hold harmless Round Smarter and its
officers, members, managers, employees, and agents from and against any
third-party claims, and any resulting damages, liabilities, losses, and
expenses (including reasonable attorneys’ fees and costs), arising out
of or relating to: (a) your use of the Services; (b) your Provider
Content; (c) any clinical, documentation, billing, or compliance
decision you make; (d) your recording of any individual or your failure
to obtain required consent; (e) your violation of these Terms, an
applicable BAA, your Facility’s policies, or any law; or (f) your
violation of any third party’s rights. We will provide you reasonable
notice of the claim, and you will not settle any claim in a manner that
imposes any obligation or admission on Round Smarter without our prior
written consent.
17. Compliance with Laws
You are responsible for using the Services in compliance with all
laws and professional and ethical standards applicable to you, including
HIPAA, state licensure and recording-consent laws, the False Claims Act,
the Anti-Kickback Statute, and Medicare and other payer documentation,
coding, and billing requirements. You are solely responsible for
the accuracy, medical necessity, and integrity of any claim, code, or
record you submit based on or assisted by Output from the
Services.
18. Changes to the Terms
or the Services
We may modify these Terms or the Services at any time. If we make
material changes to these Terms, we will update the “Effective” date and
provide reasonable notice (for example, in the app, by email, or on our
website) before the changes take effect. Changes are effective when
posted unless stated otherwise. Your continued use of the
Services after the changes take effect constitutes acceptance of the
updated Terms. If you do not agree, stop using the Services. We
will retain prior versions and the date each took effect.
19.
Governing Law; Dispute Resolution; Arbitration; Class-Action Waiver
These Terms are governed by the laws of the State of
Florida, without regard to its conflict-of-laws rules. This
Section is governed by the Federal Arbitration Act.
Informal resolution. Before initiating arbitration
or any claim, you agree to first contact us at admin@roundsmarter.com
(subject line “Legal”) and to attempt in good faith to resolve the
dispute informally for at least thirty (30) days after written notice
describing the dispute and the relief sought. This informal-resolution
period is a precondition to filing.
Binding arbitration. Except as stated in
“Exceptions” below, any dispute, claim, or controversy arising out of or
relating to these Terms or the Services will be resolved by
final and binding individual arbitration administered
by the American Arbitration Association (“AAA”) under
its Commercial Arbitration Rules (or, if the AAA will not administer, by
JAMS under its Comprehensive Rules), as modified by these Terms. The
arbitration will be seated in Pinellas County, Florida,
or, at your election, conducted by video/telephone or on the documents.
Judgment on the award may be entered in any court of competent
jurisdiction. The arbitrator may award the same individual relief a
court could, including individual injunctive relief.
Exceptions. Either party may (a) bring an individual
claim in small-claims court if it qualifies, and (b) seek injunctive or
equitable relief in a court of competent jurisdiction in Pinellas
County, Florida to protect its intellectual property, confidential
information, or PHI/data-security interests. The parties consent to the
exclusive jurisdiction and venue of the state and federal courts located
in Pinellas County, Florida for such matters and for enforcement of any
award.
Class-action and jury-trial waiver. You and
Round Smarter agree that each may bring claims against the other only in
an individual capacity, and not as a plaintiff or class member in any
purported class, collective, consolidated, private-attorney-general, or
representative proceeding. The arbitrator may not consolidate or join
the claims of more than one person, and may not preside over any class
or representative proceeding. EACH PARTY WAIVES ANY RIGHT TO A JURY
TRIAL. If this class-action waiver is found unenforceable as to
a particular claim, that claim (and only that claim) will be severed and
proceed in court, and the remainder of this Section will continue to
apply in arbitration.
Delegation and severability. Questions of the
arbitrability or enforceability of these Terms shall be decided by the
arbitrator, except that a court (not the arbitrator) shall decide the
enforceability of the class-action and representative-action waiver. If
any portion of this Section is found unenforceable, the remainder will
be enforced to the maximum extent permitted.
Opt-out. You may reject this arbitration agreement
by sending written notice to admin@roundsmarter.com (subject line
“Arbitration Opt-Out”) within thirty (30) days of first accepting these
Terms; opting out does not affect any other provision.
20. Miscellaneous
- Relationship to Facility agreements. If a separate
written agreement between Round Smarter and your Facility (including a
BAA or services agreement) covers the same subject matter, that
agreement controls as to the Facility to the extent of any conflict;
these Terms govern your individual access and use. See also Section 5
(Order of Precedence). - Entire agreement. These Terms, the Privacy Policy,
and any applicable BAA or services agreement are the entire agreement
between you and us regarding the Services and supersede all prior
understandings. - Severability. If any provision is held
unenforceable, the rest remains in effect and the unenforceable
provision will be limited or reformed to the minimum extent necessary to
make it enforceable. - No waiver. Our failure to enforce a provision is
not a waiver of it. - Assignment. You may not assign these Terms without
our prior written consent; any attempted assignment in violation is
void. We may assign these Terms in connection with a merger,
acquisition, reorganization, or sale of assets. - No third-party beneficiaries. Except as expressly
stated, these Terms create no third-party beneficiary rights. - Force majeure. We are not liable for any delay or
failure caused by events beyond our reasonable control. - Notices. We may provide notices to you through the
Services, by email, or on our website; you will send notices to us at
admin@roundsmarter.com. - Construction. “Including” means “including without
limitation.” Section headings are for convenience only.
21. Contact
RoundSmarter LLC 330 3rd Street S, Unit 1121, St. Petersburg, FL
33701 Email: admin@roundsmarter.com (subject line
“Legal”)
By accessing or using the Services, you acknowledge that you have
read, understood, and agree to be bound by these Terms of Use, including
the arbitration agreement, class-action and jury-trial waivers, warranty
disclaimers, and limitation of liability above.