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Terms of Service

  1. Definitions.  See the end of this Exhibit for definitions of capitalized terms.

  2. Rights Granted

    1. Subscription to the ScribeAI Platform.  Subject to your payment of the amounts due hereunder and your compliance with the terms and conditions of this Agreement, including the restrictions set forth in Section 3 below, during your subscription term we grant you access to use the ScribeAI Platform during the term of this Agreement.  We will use commercially reasonable efforts to provide the ScribeAI Platform. You may only access and use the ScribeAI Platform for your internal business purposes related to your health care delivery operations inside the United States; and in accordance with the Documentation (as defined below). You shall establish appropriate security measures, consistent with industry standards, to protect the ScribeAI Platform from unauthorized use and you shall notify us immediately of any actual or alleged unauthorized use of the ScribeAI Platform.

    2. By You.  The ScribeAI Platform relies on your internet connection to exchange data with you and any data will be stored and processed remotely on servers we control. You hereby expressly grant and represent and warrant that you have all rights necessary to grant, to us, a royalty-free, fully paid, transferable, non-exclusive, worldwide license to use, distribute, reproduce, display, perform, transmit, store, and create derivative works of Your Content to provide ScribeAI Platform to you, during the term of this Agreement.

    3. Feedback.  We may ask for recommendations, insights or feedback for new features, functionality, or improvements to the ScribeAI Platform (“Feedback”), which we may consider implementing in future updates to the ScribeAI Platform. All Feedback shall be given voluntarily. Feedback, even if designated as confidential by you, shall not create any confidentiality obligation for us. You shall not provide us with any Feedback that you are not authorized or permitted to provide to us. We shall be free to use, disclose, reproduce, license, or otherwise distribute, and exploit the Feedback in our sole discretion, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.

    4. Reservation of Rights.  Except for the rights expressly granted in this Agreement, (i) we retain all right, title, and interest, including all intellectual property rights, in and to the ScribeAI Platform, (ii) you retain all right, title, and interest, including all intellectual property rights, in any to Your Content.  No implied license or right is granted by either party, whether by estoppel, reliance, or otherwise.

  3. Restrictions and Responsibilities

    1. Restrictions.  You shall not, and shall not permit or authorize, directly or indirectly, any third parties or your Affiliates or your or your Affiliates’ employees, contractors or other personnel to: (i) share any account or access credentials for the ScribeAI Platform with third parties; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how, or algorithms relevant to the ScribeAI Platform or data related to the ScribeAI Platform; (iii) modify, translate, or create derivative works based on, the ScribeAI Platform; (iv) license, rent, transfer, assign or use the ScribeAI Platform for timesharing, resale, or service bureau purposes or otherwise for the benefit of a third party; (v) remove any proprietary notices or labels from the ScribeAI Platform; (vi) use the ScribeAI Platform to store or transmit any viruses, software routines, or other code designed to permit unauthorized access, to disable, erase or otherwise harm software, hardware or data, or to perform any other harmful actions; (vii) copy, frame or mirror any part or content of the ScribeAI Platform; (viii) access or use the ScribeAI Platform in order to build a competitive product or service; (ix) publish or otherwise disclose to any third party any results of any benchmark or other performance tests of the ScribeAI Platform; (x) take any action that imposes an unreasonable or disproportionally large load on our infrastructure; or (xi) interfere with or disrupt the integrity or performance of the ScribeAI Platform.  We may monitor your use of the ScribeAI Platform and may prohibit or suspend any use of the ScribeAI Platform that we reasonably believe may be in violation of the foregoing restrictions.

    2. Equipment.  You are solely responsible for obtaining and maintaining any equipment and ancillary services you need to connect to, access, or otherwise use the ScribeAI Platform, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”).  You are also solely responsible for maintaining the security of the Equipment, your account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your account or the Equipment.

  4. Implementation, Training, and Support.  We will assist you in implementing the ScribeAI Platform and training your staff to use and operate the ScribeAI Platform, and provide technical support and error correction services

  5. Payments

    1. Invoicing.  You agree to pay us all invoiced amounts within 30 days of the invoice date.  All overdue amounts will accrue interest until paid at the rate of the lesser of 1.5% per month or the highest rate allowed by law.  If any amount you owe under this Agreement is 60 or more days past due, we may, by written notice to you, stop providing Professional Services, limit your use of the ScribeAI Platform to read only, and/or suspend your use of the ScribeAI Platform until such overdue amounts are paid in full.  It is a material breach of this Agreement if any undisputed amount remains unpaid for more than sixty (60) days after the invoice date.  Our remedies under this subsection are cumulative of our other available remedies.

    2. Taxes.  Any of your tax obligations that arise out of this agreement (e.g., sales, use, excise, and similar taxes) are your responsibility.  If we pay or are required to pay such taxes or penalties or interest, you will promptly pay us all such amounts.

  6. Warranties

  1. Performance Warranty.  We warrant that if, during the 90-day period after Go-Live (i.e., the “Warranty Period”), you notify us that the ScribeAI Platform contains a Substantive Program Error, and state that you are making a warranty claim, then we will, at our expense correct or provide a reasonable workaround for the Substantive Program Error.

  2. If we cannot provide a correction or reasonable workaround of all properly and timely reported Substantive Program Errors within 90 days after the end of the Warranty Period, then your exclusive remedy will be to terminate this Agreement and receive a refund of the Environments Fees and the Monthly Active Patient fees you paid to us.

  3. Professional Services.  We warrant Professional Services will be performed in a professional and workmanlike manner.  Your exclusive remedy for a breach of this warranty will be to require us to re-perform the non-conforming Professional Services and re-submit them for your approval for no additional charge.

  4. Compliance with Laws.  We warrant that We will comply with any state, federal, local, and agency laws, as applicable.   

  5. Limitations.  We do not guarantee uninterrupted or error-free operation of the ScribeAI Platform or that all errors in the ScribeAI Platform will be corrected.  We will not be liable for errors or damages of any kind caused by Your Content, third-party criminal acts, limitations inherent in the use of the Internet, or third-party hardware, software, systems, or data.  

  6. Disclaimer.  EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 6, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED.

7. Limitations of Liability

  1. General.  UNDER NO CIRCUMSTANCES WILL WE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.  UNDER NO CIRCUMSTANCES WILL WE BE LIABLE TO YOU FOR ANY AMOUNT IN EXCESS OF THE TOTAL SUBSCRIPTION FEES PAID BY YOU TO US FOR THE ScribeAI PLATFORM IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM (WHETHER THE LIABILITY ARISES FROM SOFTWARE, PROFESSIONAL SERVICES, OR OTHERWISE).   

  2. Force Majeure.  A party is not liable under this Agreement for delay in performance or non-performance caused by events or conditions beyond the party’s reasonable control, including acts of God, fire, war, terrorism, third party criminal acts, any law or governmental regulations, or labor dispute, and the period of performance will be extended to reflect such delay.

  3. Timing of Actions.  The parties will first attempt to resolve any dispute related to this Agreement or the ScribeAI Platform by good faith mutual discussions.  Neither party will begin a lawsuit for any matter related to this Agreement or the ScribeAI Platform more than twelve (12) months after the date the cause of action arose.  The prevailing party in a lawsuit may recover its attorney fees and costs from the other party.

8. Clinical Responsibility

  1. Acknowledgement.  Sophisticated software such as the ScribeAI Platform can improve the quality of service and care offered to patients; however, it is not a substitute for human intervention and discretionary thinking.  When using or relying on the ScribeAI Platform, care providers must still exercise independent judgment consistent with applicable standards of good medical practice to no less a degree than when using or relying on paper records, including by confirming the accuracy of critical patient information and results as well as by recognizing and promptly reporting errors that may affect patient care. 

  2. Indemnification.  You assume sole responsibility for patient care decisions and outcomes.  You agree to defend or settle, and to indemnify and hold our Indemnitees harmless from, any Claim made against any Indemnitee by a third party related to or arising out of patient care or outcomes or your use of (or inability to use) the ScribeAI Platform, regardless of the cause.  As used in this Section, “Indemnitees” means us, our shareholders, officers, directors, employees, and contractors. “Claim” means any demand, action, or liability, however described, and related expenses, judgments, damages, settlement amounts, costs, and attorney fees.  

9.Confidential Information

  1. Confidentiality.  Receiving Party shall treat all Confidential Information of Disclosing Party, as confidential.  Receiving Party shall not use Confidential Information except to exercise its rights and perform its obligations under this Agreement and shall not disclose Confidential Information to any third party.  Without limiting the foregoing, Receiving Party shall use at least the same degree of care it uses to prevent the disclosure of its own confidential information of like importance, to prevent the disclosure Disclosing Party’s Confidential Information.  Receiving Party shall promptly notify Disclosing Party of any actual or suspected misuse or unauthorized disclosure of Disclosing Party’s Confidential Information.

  2. Restrictions on use of Our Confidential Information.  In no event will you permit any individual to copy, derive specifications from, reverse engineer, reverse compile, disassemble, translate, record, or create derivative works based on Our Confidential Information. Except as required by law, you will not permit any third party to have access to the ScribeAI Platform or to use the ScribeAI Platform without our prior written consent.  To preserve Our Confidential Information from competitors, you will not allow access to any individual or entity which licenses or provides a network that facilitates the exchange of health information (or any other potential competitor) without our prior written consent. Other than any rights or licenses explicitly granted to you by us under this Agreement, we retain all rights to, and undivided ownership of the ScribeAI Platform and Our Confidential Information, and any associated intellectual property rights in any of the foregoing, however described.

  3. Exceptions.  The obligations set forth in Section 9(a) above shall not apply to information that Receiving Party can show: (i) was in the public domain at the time it was disclosed or has become in the public domain through no act or omission of Receiving Party; (ii) was known to Receiving Party, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; (iii) was independently developed by Receiving Party without any use of Disclosing Party’s Confidential Information; or (iv) becomes known to Receiving Party, without restriction, from a source other than Disclosing Party without breach of an obligation to keep such information in confidence.

  4. Compelled Disclosure.  If the Confidential Information of Disclosing Party must be disclosed by Receiving Party pursuant to the order or requirement of a court, administrative agency, or other governmental body, Receiving Party shall:  (i) provide prompt notice thereof to Disclosing Party; (ii) reasonably cooperate with Disclosing Party to obtain a protective order or otherwise prevent public disclosure of such information; and (iii) limit the disclosure to the particular Confidential Information (or portion thereof) required to be disclosed.

  5. Confidentiality of Agreement.  Each party agrees that the terms and conditions, but not the existence, of this Agreement shall be treated as the other party’s Confidential Information and that no reference to the terms and conditions of this Agreement or to activities pertaining thereto can be made in any form without the prior written consent of the other party; provided, however, that a party may disclose the terms and conditions of this Agreement:  (i) as required by any court or other governmental body; (ii) as otherwise required by law; (iii) to legal counsel of such party; (iv) in connection with the requirements of an initial public offering or securities filing; (v) in confidence, to accountants, banks, and financing sources and their advisors; (vi) in confidence, in connection with the enforcement of this Agreement or rights under this Agreement; or (vii) in confidence, in connection with a merger or acquisition or proposed merger or acquisition, or the like.

  6. Press outreach. Each party agrees not to speak with members of the press, on or off the record, as it relates to the other party or any of its employees or officers. 

  7. Return of Confidential Information.  Upon termination of this Agreement for any reason, Receiving Party shall deliver to Disclosing Party all Disclosing Party’s Confidential Information that Receiving Party has in its possession or control or, at Disclosing Party’s option, shall destroy all such Confidential Information and certify such destruction in a writing signed by an authorized officer of Receiving Party.

  8. Your Data and Resultant Data.  You are the sole owner of Your Data, and nothing set forth in this Agreement grants us any rights to Your Data that are not set forth in this Agreement. As a condition of using the ScribeAI Platform, you agree that we shall have the right to collect and analyze data and other information relating to the provision, use and performance of the ScribeAI Platform and its related systems and technologies on a de-identified and anonymized basis (including, without limitation, information concerning data derived from Your Data) (collectively, “Resultant Data”).  Resultant Data includes statistics, statistical models, parameters, algorithms, and other similar information and data generated from use of the ScribeAI Platform.  We are free (during and after the term of this Agreement) to (i) use Resultant Data to improve and enhance the ScribeAI Platform and for other development, diagnostic and corrective purposes in connection with the ScribeAI Platform and our other products or services and (ii) disclose Resultant Data, for our lawful business purposes, provided that such disclosure would leave no reasonable basis to identify you, and individual, or Your Data. We will never sell Your Data, nor will we disclose Your Data to any third party, except at your direction. If you choose to stop using the ScribeAI Platform, we will provide you with a full copy of Your Data at our expense. Under no circumstances will Your Content (including Integrated Technologies) be included in Resultant Data, and we hold no claims or rights to your Integrated Technologies or their associated intellectual property rights.

  9. Business Associate Exhibit.  To address the requirements under the Health Insurance Portability and Accountability Act of 1996, the parties agree to the terms of attached Exhibit 1 - Business Associate Terms, subject to the terms, conditions, and limitations of this Exhibit.

10. Term and Termination

  1. General.  This Agreement is made as of the Effective Date and will continue until the termination of your subscription term, as described on the cover page of this Agreement.

  2. Termination.  A party may terminate this Agreement at any time by written notice if (i) the other party fails to remedy a material breach within 30 days’ written notice, or (ii) if the other party ceases actively doing business, begins winding up its business, or bankruptcy or insolvency proceedings are begun by or against such party and not promptly dismissed. 

  3. Survival.  Sections 2(c) (Feedback), 2(d) (Reservation of Rights), 5 (Payments), 6(e) (Limitations), 6(f) (Disclaimer), 7 (Limitations of Liability) through 9 (Confidential Information), 10(b) (Effect of Termination), 10(c) (Survival), and 11 (Miscellaneous) and any other terms which by their nature should survive termination, will survive the termination of this Agreement.

11.Miscellaneous

  1. Subcontractors.  We have and may subcontract any services to be performed under this Agreement to other vendors (e.g., software and storage providers).  If any such subcontractor or other party we engaged in connection with providing the ScribeAI Platform requires access to Your Content or Your Data, then we may provide such access if the subcontractor or other vendor agrees in writing to comply with the same or similar restrictions that apply to us with respect to such information.

  2. Assignment.  This Agreement may not be assigned by a party without the other party’s prior written consent; provided, however, that this Agreement may be assigned by a party without the other party’s prior written consent in connection with a change of control of the assigning party (whether by merger, sale of equity, operation of law, or otherwise) or sale of all or substantially all of the assets of the assigning party to which this Agreement relates.  Notwithstanding anything to the contrary in this Section, a change of control (whether by merger, sale of equity, operation of law, or otherwise) or sale of all or substantially all of your assets, in each case to a competitor of ours (as determined in our reasonable discretion) shall be deemed an assignment requiring our prior written consent.  Any assignment in violation of the foregoing is null void.  This Agreement will be binding upon and inure to the benefit of the parties hereto, their successors, and permitted assigns.  

  3. Relationship.  Our relationship with you is strictly as an independent contractor.  Neither party has the agency or authority to bind the other party or direct or control the other party’s performance.  No third-party beneficiaries are intended or created by this Agreement.

  4. Clinical Content.  As our customer, you will have access to a library of clinical content such as templates which we assembled for you to use with the ScribeAI Platform at no additional charge. Clinical content that we provide to you is a part of the ScribeAI Platform, and we retain all rights, title, and interest to such clinical content, according to the terms of this Agreement that apply to the ScribeAI Platform generally. By using the ScribeAI Platform, you will also be given tools to create or load your own clinical content. Clinical content that you create while using the ScribeAI Platform is Your Content, provided however that under no circumstances will your use of the ScribeAI Platform to create or load clinical content create any right, title, or interest in or to any component of the ScribeAI Platform. 

  5. Severability.  If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, then the remaining provisions will, nevertheless, remain in full force and effect, and such provision will be reformed in a manner to effectuate the original intent of the parties as closely as possible and remain enforceable.  If such reformation is not possible in a manner that is enforceable, then such term will be severed from the remaining terms, and the remaining terms will remain in effect.

  6. Governing Law; Venue.  This Agreement will be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to its conflict of laws provisions.  Any action arising under this Agreement will be brought exclusively in the state or federal courts in New York County, New York, and the parties irrevocably consent to the jurisdiction of such courts.  

  7. Public Statements.  With your approval we may publicly announce the execution of this Agreement and offer you as a reference and/or use case to our prospective customers and other partners.  You grant us a license to use your logos and other branding in customer lists, websites, and other materials advertising the ScribeAI Platform.

  8. Notices.  Notices required or permitted by this Agreement must be written and given to the party at the address specified above by hand delivery, certified mail, return receipt requested, or overnight delivery.

  9. Entire Agreement.  This Agreement, together with all exhibits and fully executed change orders, is the entire agreement between the parties regarding its subject matter and supersedes prior or contemporaneous representations or agreements about such matters and may not be modified except by a written agreement signed by the parties.

  10. Waiver.  No waiver of any term or condition of this Agreement will be valid or binding on either party unless it is in writing and signed by an officer of the waiving party.  The failure of a party to enforce any of the provisions of this Agreement will not be construed as a waiver of the provision(s), nor will it affect a party’s ability to enforce every provision of this Agreement.

  11. Construction.  The titles and section headings used in this Agreement are for ease of reference only and shall not be used in the interpretation or construction of this Agreement.  No rule of construction resolving any ambiguity in favor of the non-drafting Party shall be applied hereto.  The word “including”, when used herein, is illustrative rather than exclusive and means “including, without limitation."

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