CerboOM Terms of Use

Last Revised: August 10, 2026

1. Introduction

These Terms of Use (“Terms”) are a legally binding agreement between you (“You,” “Your,” or “Yourself”) and CerboOM, LLC (“CerboOM,” “We,” “Our,” or “Us”). These Terms apply to anyone who visits, accesses, or uses our websites, including cer.bo and optimantra.com, and any other web pages, landing pages, or online resources operated by CerboOM (collectively, the “Website”). By accessing or using the Website, You agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If You do not agree with any provision of these Terms, You must not access or use the Website. By using the Website, You represent that You are of the age of majority in Your jurisdiction and have the authority to bind Yourself and/or the entity You represent. References to “Cerbo” or “OptiMantra” in these Terms refer to the applicable product or service offered by CerboOM. These Terms govern Your use of the Website only. If You have entered into a Master Subscription Agreement (“MSA”), End User License Agreement (“EULA”), or other agreement with CerboOM for access to and use of the CerboOM platform, EHR, Patient Portal, or other services, Your use of those services is governed by such agreements, not these Terms.

2. The Website

Our Website primarily serves as a resource for You to learn more about CerboOM, our products, and our Services, including electronic health records, practice management, Patient Portal, e-prescribing, lab integrations, and related offerings. If You have entered into an MSA, We may also direct You to Our Website for assistance with troubleshooting and/or for self-help resources. If You contact Us through a webform located on Our Website, request a demo, sign up for a newsletter, or otherwise submit information, You agree that You will not submit any false, misleading, or unauthorized information. We reserve the right to manage, decline, or remove any inquiry or submission in Our sole discretion.

3. Licenses and Intellectual Property Rights

  1. (a) Website. We hereby grant you a personal, non-exclusive, non-transferable, non-sublicensable, and non-assignable limited license to access and to use Our Website in the manner in which the Website was intended to be used and in accordance with these Terms. We expressly reserve all rights not expressly set forth herein.
  2. (b) Evaluation License. We may offer you an opportunity to evaluate our services on a trial basis. Trial or beta services are provided ‘AS IS’ with no warranties of any kind. We may discontinue any trial or beta services at any time, with or without notice and without any further obligation to you. We will have no liability for any harm or damages suffered by you or any third-party in connection with any trial or beta services. We hereby grant you a personal, non-exclusive, non-transferable, non-sublicensable, and non-assignable limited license to access and to use the designated services on a trial basis in accordance with these Terms. We expressly reserve all rights not expressly set forth herein.
  3. (c) Content. You hereby grant CerboOM a non-exclusive, fully-paid, royalty-free, worldwide, and transferable license to use, display, distribute, store, transmit, reproduce, modify, or prepare derivative works of, and otherwise use any content and information that You submit in connection with Your access and use of Our Website (“Content”). You represent and warrant that You own all rights to the Content You share, or alternatively that You have the right to grant Us the license described above. You represent and warrant that Your Content does not infringe on the Intellectual Property Rights, privacy rights, publicity rights, or other legal rights of any third party.
  4. (d) Feedback. If You provide Us with any feedback or suggestions regarding Our Website, products, or services (“Feedback”), You hereby assign all Intellectual Property Rights associated with such Feedback to Us and agree that We shall have the right to use such Feedback in any manner We deem appropriate. We will treat any Feedback You provide to Us as non-confidential and non-proprietary to You. We have no obligation under any circumstances to compensate You for Feedback. You agree that You will not submit any information or ideas that You consider to be confidential or proprietary, or for which You expect to be compensated.
  5. (e) Intellectual Property Rights. “Intellectual Property Rights” means all worldwide intellectual property rights, including copyrights, trademarks, service marks, trade secrets, know-how, inventions, patents, patent applications, moral rights, and all other proprietary rights, whether registered or unregistered.
  6. (f) Proprietary Rights. All logos, trademarks, button icons, images, text, graphics, trainings, and other materials used in connection with our Website, including any Intellectual Property Rights therein (collectively, “CerboOM IP”), are owned and/or controlled by CerboOM and are protected by applicable intellectual property laws. Unauthorized use, copying, reproduction, modification, republishing, uploading, downloading, posting, transmitting, distributing, duplicating, or any other misuse of CerboOM IP is prohibited.

4. Restrictions

You shall not, directly or indirectly:

  1. (a) copy, scrape, archive, modify, translate, adapt, or otherwise create derivative works of Our Website or any part thereof;
  2. (b) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of Our Website or any part thereof;
  3. (c) remove, copy, delete, alter, or obscure any trademarks or any copyright used in connection with Our Website;
  4. (d) use Our Website in violation of any law, regulation, or rule;
  5. (e) circumvent, remove, alter, degrade, or thwart any protections of Our Website;
  6. (f) use Our Website to develop a competing product or service, or in any other purpose that is to Our commercial disadvantage;
  7. (g) take action that imposes or may impose an unreasonable load on the technical infrastructure used to support Our Website;
  8. (h) interfere with or compromise the integrity of Our Website;
    1. (i) use any robot, spider, scraper, crawler, or other automatic device, process, or means to access, index, or mine the Website;
  9. (j) use the Website to transmit any material that contains viruses, worms, Trojan horses, or other harmful or malicious code;
  10. (k) use the Website to collect, harvest, or store personal information of other visitors without their consent; or
  11. (l) access the Website using means to mask, rotate, spoof, or otherwise obscure Your IP address or identity.

5. Disclaimer, Release, Exclusions, and Limitation of Liability

  1. (a) Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. CerboOM AND ITS SUPPLIERS AND PARTNERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, RELIABILITY, AVAILABILITY, SECURITY, AND NON-INFRINGEMENT. NEITHER CerboOM NOR ITS SUPPLIERS OR PARTNERS WARRANT THAT THE WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
  2. (b) Release. To the fullest extent permitted by applicable law, You hereby release and forever discharge CerboOM (and Our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present, and future dispute, claim, controversy, demand, right, obligation, liability, action, and cause of action of every kind and nature (including personal injuries, emotional distress, identity theft, death, and property loss and damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to our Website and these Terms.
  3. (c) Exclusions and Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CerboOM (OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, THIRD-PARTY PARTNERS, OR SUPPLIERS) BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, RELIANCE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND AND HOWEVER CAUSED, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE, RELATED TO OR RESULTING FROM: (I) YOUR USE OF OR INABILITY TO USE THE WEBSITE; (II) ANY CONTENT OR INFORMATION OBTAINED FROM OR THROUGH THE WEBSITE; OR (III) ANY INTERACTIONS WITH THIRD-PARTY WEBSITES, EVEN IF CerboOM OR AN AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION WILL SURVIVE ANY TERMINATION OF THIS AGREEMENT.IN NO EVENT SHALL CERBO’S (OR ITS AFFILIATES’, CONTRACTORS’, EMPLOYEES’, AGENTS’, SUPPLIERS’, OR THIRD-PARTY PARTNERS’) TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE WEBSITE (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE) EXCEED ONE HUNDRED DOLLARS ($100). THIS SECTION 5 WILL SURVIVE THESE TERMS AND YOUR USE OF THE WEBSITE.

6. Indemnification

You agree to indemnify, defend, and hold harmless CerboOM, its affiliates, and their respective officers, directors, employees, agents, and representatives (collectively, “CerboOM Parties”) from and against any and all losses, liabilities, damages, penalties, fees (including reasonable attorneys’ fees, court costs, and disbursements), costs, and expenses resulting from or arising out of any third-party claim relating to: (i) Your Content; (ii) Your use of, or inability to use, the Website; (iii) Your breach of these Terms; (iv) Your violation of any law, rule, regulation, or the rights of any third party; or (v) Your willful, grossly negligent, tortious, or criminal acts or omissions (each, a “Claim”). You will cooperate as fully required by Us in the defense of any Claim. CerboOM retains the exclusive right to settle, compromise, and resolve any Claim and reserves the right to assume the exclusive defense and control of any Claim. You will not settle any Claim without Our prior written consent. This Section 6 will survive these Terms and Your use of the Website.

7. Choice of Law, Dispute Resolution, and Arbitration Agreement

PLEASE NOTE THAT THIS SECTION 7 CONTAINS A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. BY AGREEING TO THESE TERMS, YOU AND CerboOM AGREE TO SUBMIT ANY DISPUTES BETWEEN YOU AND CerboOM EXCLUSIVELY TO INDIVIDUAL ARBITRATION AND NOT TO SUE IN COURT, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED BELOW. PLEASE READ THIS SECTION CAREFULLY, AS IT AFFECTS YOUR RIGHTS.

  1. (a) Governing Law. These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
  2. (b) Applicability of Arbitration Agreement. Subject to the terms of these Terms, You and CerboOM agree that any dispute, claim, or disagreement arising out of or relating in any way to Your access to or use of the Website, any communications You receive, any Content, or these Terms, including claims and disputes that arose between You and CerboOM before the effective date of these Terms (each, a “Dispute”), will be resolved by binding arbitration, rather than in court, except that: (i) You and CerboOM may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (ii) You or CerboOM may seek equitable relief in court for infringement or other misuse of intellectual property rights.
  3. (c) Informal Dispute Resolution. You and CerboOM agree that good faith informal efforts to resolve Disputes can result in a prompt, low-cost, and mutually beneficial outcome. Before either party commences arbitration against the other (or initiates an action in small claims court), the parties will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute (“Informal Dispute Resolution Conference”). The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon. Notice to CerboOM should be sent by email to support@cer.bo or by mail to CerboOM, LLC, 501 Union Street, Suite 545, PMB 41842, Nashville, TN 37219. The Notice must include: (i) Your name, telephone number, mailing address, and email address; (ii) the name, telephone number, mailing address, and email address of Your counsel, if any; and (iii) a description of Your Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process.
  4. (d) Waiver of Jury Trial. YOU AND CerboOM HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and CerboOM are instead electing that all Disputes shall be resolved by arbitration under this Section 7, except as specified in Section 7(b). There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
  5. (e) Waiver of Class and Other Non-Individualized Relief. YOU AND CerboOM AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER.
  6. (f) Rules and Forum. This Section 7 evidences a transaction involving interstate commerce, and the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this arbitration agreement and any arbitration proceedings. If the Informal Dispute Resolution process does not resolve satisfactorily within sixty (60) days after receipt of Your Notice, either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules then in effect, except as modified by this Section 7.
  7. (g) Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the State of Delaware and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
  8. (h) Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including disputes arising out of or related to the interpretation or application of this arbitration agreement, including the enforceability, revocability, scope, or validity of this arbitration agreement or any portion thereof, except that all disputes arising out of or relating to Section 7(e) (Waiver of Class and Other Non-Individualized Relief), including any claim that all or part of Section 7(e) is unenforceable, illegal, void, or voidable, shall be decided by a court of competent jurisdiction and not by an arbitrator. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based. The award of the arbitrator is final and binding upon You and CerboOM. Judgment on the arbitration award may be entered in any court having jurisdiction.
    1. (i) Fees. Each party’s obligation to pay any AAA filing fees and costs will be solely as set forth in the applicable AAA Rules.
  9. (j) Confidentiality. You and CerboOM agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all such materials and documents confidential.
  10. (k) Injunctive Relief. Subject to this arbitration agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Notwithstanding anything to the contrary, if a court decides by means of a final decision, not subject to any further appeal, that the limitations of Section 7(e) are invalid or unenforceable as to a particular claim or request for relief, that particular claim or request for relief shall be severed from the arbitration and may be litigated in the state or federal courts located in Delaware. All other Disputes shall be arbitrated or litigated in small claims court.
  11. (l) Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, You and CerboOM agree that in the event that there are one hundred (100) or more individual arbitration requests of a substantially similar nature filed against CerboOM by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period, the AAA shall (i) administer the arbitration demands in batches of 100 requests per batch (plus a final batch consisting of any remaining requests); (ii) appoint one arbitrator for each batch; and (iii) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any), and one final award (“Batch Arbitration”). All parties agree that requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective, or mass arbitration or action of any kind, except as expressly set forth in this provision.
  12. (m) 30-Day Right to Opt Out. You have the right to opt out of the provisions of this arbitration agreement by sending written notice of Your decision to opt out to support@cer.bo or by mail to CerboOM, LLC, 501 Union Street, Suite 545, PMB 41842, Nashville, TN 37219 within thirty (30) days after first becoming subject to this arbitration agreement. Your notice must include Your name and address, the email address You use in connection with the Website (if any), and an unequivocal statement that You want to opt out of this arbitration agreement. If You opt out, all other parts of these Terms will continue to apply to You.
  13. (n) Exclusive Venue. To the extent the parties are permitted under these Terms to initiate litigation in a court, both You and CerboOM agree that all claims and disputes will be litigated exclusively in the state or federal courts located in Delaware.
  14. (o) Statute of Limitations. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE WEBSITE MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE, OR BE FOREVER BARRED.
  15. (p) Severability; Survival. If any part of this arbitration agreement is found under applicable law to be invalid or unenforceable, such specific part shall be of no force and effect and shall be severed, and the remainder of this arbitration agreement shall continue in full force and effect. This Section 7 will survive termination of these Terms.

8. Miscellaneous

  1. (a) Severability. If any provision of these Terms is declared or found to be illegal, unenforceable, or invalid, then, to the full extent permitted by law, (i) the provision found to be illegal, unenforceable, or invalid shall be deemed amended and the court having jurisdiction shall be requested to reform such provision to the extent necessary to make it legal, enforceable, and valid while preserving the intents of the parties reflected therein; and (ii) such illegality, unenforceability, or invalidity will not affect or impair the remaining provisions, which shall continue in full force and effect.
  2. (b) Amendments; No Waiver. We may update these Terms from time to time. When changes are made, a new version will be posted on the Website and we will update the “Last Revised” date at the top of these Terms. If You do not agree to any change(s), You agree to stop using the Website. Your continued use of the Website after changes are posted constitutes Your acceptance of such change(s). The failure of a party at any time to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same, unless the same is waived in writing.
  3. (c) No Assignment. You may neither assign these Terms nor any rights or obligations hereinunder, in whole or in part, whether voluntary, by operation of contract, law, or otherwise. Any attempted assignment or transfer in violation of the foregoing will be null and void. We may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under these Terms without Your consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
  4. (d) Term and Termination. These Terms commence on Your first access or use of the Website and remain in effect until terminated. You may terminate these Terms by ceasing to use the Website. We may immediately terminate these Terms and Your use of the Website at any time and for any reason without notice. Upon termination, all provisions that by their nature should survive will survive, including Sections 3 (Licenses and Intellectual Property Rights), 4 (Restrictions), 5 (Disclaimer, Release, Exclusions, and Limitation of Liability), 6 (Indemnification), and 7 (Choice of Law, Dispute Resolution, and Arbitration Agreement).
  5. (e) Electronic Communications. You consent to receive email communications from Us. You are responsible for providing Us with Your most current email address. If You have provided an invalid email, or such address is not capable of receiving notices, such email notification will nonetheless constitute effective notice.
  6. (f) Modifications to the Website. We reserve the right to change, suspend, or discontinue the Website or any part of it at any time, for any reason, with or without notice. We will not be liable to You for the effect that any changes to the Website may have on You.
  7. (g) Third-Party Websites. Our Website may include links to other websites, platforms, or services (“Third-Party Websites”). CerboOM does not own, control, or endorse Third-Party Websites and makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through Third-Party Websites. Access and use of Third-Party Websites is solely at Your own risk, and We encourage You to carefully review the terms of use and privacy policy of each Third-Party Website.
  8. (h) Privacy. Our collection, use, and disclosure of Personal Information in connection with the Website is described in our Privacy Policy, available at cer.bo and optimantra.com. By using the Website, You acknowledge that You have read and understood our Privacy Policy.
    1. (i) Entire Agreement. These Terms, together with the Privacy Policy, constitute the entire agreement between You and CerboOM with respect to Your use of the Website and supersede all prior or contemporaneous communications and proposals, whether oral or written, with respect to the Website. If You have entered into an MSA, EULA, or other agreement with CerboOM, those agreements govern Your use of the applicable services and are not superseded by these Terms.
  9. (j) Contact CerboOM. If you have any questions or comments concerning these Terms, please contact Us by email at support@cer.bo (for Cerbo products) or support@optimantrainc.zendesk.com (for OptiMantra products), or by mail to: CerboOM, LLC, 501 Union Street, Suite 545, PMB 41842, Nashville, TN 37219.

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