STANDARD TERMS

1.1 “Affiliate”. means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than fifty percent (50%) of the voting interests of the subject entity.

1.2 “Agreement”. means, collectively, the Order Form, these Standard Terms, the BAA, and any Addendum executed by the parties.

1.3 “Authorized User”. means an employee, contractor, or agent of Customer or its Affiliates whom Customer permits to access the Cloud Service.

1.4 “BAA”. means the Business Associate Agreement executed by the parties pursuant to the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, as amended (“HIPAA”).

1.5 “Cloud Service”. means the hosted software service described in the Order Form, together with any Documentation, updates, and modifications made generally available by Provider.

1.6 “Confidential Information”. means non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Customer Content is Customer’s Confidential Information. The Cloud Service, Provider Technology, and Provider’s pricing are Provider’s Confidential Information.

1.7 “Customer Content”. means all audio, text, transcripts, records, and other data submitted to or generated through the Cloud Service by or on behalf of Customer or its Authorized Users, including any Protected Health Information contained therein.

1.8 “De-Identified Data”. means data derived from Customer Content that has been de-identified in accordance with 45 C.F.R. § 164.514(b) such that it does not identify, and provides no reasonable basis to identify, any individual.

1.9 “Documentation”. means Provider’s then-current technical and user documentation for the Cloud Service made generally available to customers.

1.10 “General Cap Amount”. means the amount so designated in the Key Terms. If no amount is designated, the General Cap Amount is the total fees paid or payable by Customer under the applicable Order Form during the twelve (12) months preceding the event giving rise to liability.

1.11 “Protected Health Information” or “PHI”. has the meaning given in 45 C.F.R. § 160.103.

1.12 “Provider Technology”. means the Cloud Service and all software, models, algorithms, interfaces, know-how, and other technology used to provide it, together with all intellectual property rights therein.

1.13 “Subscription Period”. means the period so designated in the Order Form, together with any renewal periods.

2.1 Access and Use. Subject to the Agreement, Provider grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Period to access and use the Cloud Service for Customer’s internal business and clinical operations, and to permit Authorized Users to do the same.

2.2 Authorized Users. Customer may permit any number of Authorized Users to access the Cloud Service unless the Order Form states a limit. Customer is responsible for its Authorized Users’ compliance with the Agreement and for all activity occurring under its accounts.

2.3 Restrictions. Customer will not, and will not permit any third party to: (a) reverse engineer, decompile, or attempt to derive the source code, models, or weights underlying the Cloud Service, except to the extent such restriction is prohibited by applicable law; (b) resell, sublicense, or make the Cloud Service available to any third party other than Authorized Users; (c) use the Cloud Service to develop a competing product or service, or to benchmark it for publication without Provider’s prior written consent; (d) circumvent any usage limits or security controls; or (e) use the Cloud Service in violation of applicable law.

2.4 Service Changes. Provider may modify the Cloud Service from time to time, provided that Provider will not materially diminish the core functionality described in the Order Form during a Subscription Period. Provider will give Customer reasonable advance notice of any change that materially and adversely affects Customer’s use.

2.5 Support and Availability. Provider will provide the technical support described in the Order Form. Provider will use commercially reasonable efforts to make the Cloud Service available on a continuous basis, excluding scheduled maintenance, emergency maintenance, and events described in Section 12.6.

2.6 Subcontractors. Provider may engage subcontractors and subprocessors to assist in providing the Cloud Service. Provider remains responsible for their performance and will ensure each is bound by obligations no less protective than those in the Agreement and, where applicable, the BAA.

3.1 Account Security. Customer will maintain the confidentiality of account credentials and will notify Provider promptly of any known or suspected unauthorized access to the Cloud Service.

3.2 Customer Content. Customer represents that it has all rights, consents, and authorizations necessary to submit Customer Content to the Cloud Service and to permit Provider to process it as contemplated by the Agreement, including any patient consents or authorizations required under applicable law.

3.3 Minimum Necessary. Customer will limit the PHI it submits to the Cloud Service to the minimum necessary to accomplish the intended purpose, consistent with 45 C.F.R. § 164.502(b).

3.4 Clinical Responsibility. Customer acknowledges that Customer and its clinicians retain sole responsibility for all clinical decisions, for determining the appropriateness of the Cloud Service for any particular encounter, and for escalating to a qualified human interpreter where clinical circumstances warrant.

3.5 Compliance. Customer will use the Cloud Service in compliance with applicable law and with its own privacy, security, and language-access policies.

4.1 Fees. Customer will pay the fees set forth in the Order Form. Except as expressly stated in the Agreement, fees are non-refundable and payment obligations are non-cancelable.

4.2 Payment. Fees are payable in accordance with the payment process designated in the Order Form. Where the Order Form designates automatic payment, Customer authorizes Provider to charge Customer’s designated payment method on the stated cycle.

4.3 Late Payment. Undisputed amounts not paid when due accrue interest at the lesser of one percent (1%) per month or the maximum rate permitted by law. Customer will not be charged interest on any amount it disputes in good faith and in writing within thirty (30) days of the invoice date, provided the parties work in good faith to resolve the dispute.

4.4 Taxes. Fees exclude taxes. Customer is responsible for all sales, use, and similar taxes, excluding taxes on Provider’s income.

4.5 Suspension. Provider may suspend access to the Cloud Service if undisputed fees remain unpaid more than thirty (30) days after written notice of non-payment. Provider will not suspend access in a manner that would foreseeably interfere with the delivery of emergency clinical care.

4.6 Fee Changes. Provider may change fees effective upon renewal by giving Customer written notice at least sixty (60) days before the Non-Renewal Notice Date for the then-current Subscription Period.

5.1 Term. The Agreement begins on the Effective Date and continues for the Subscription Period unless terminated earlier in accordance with this Section 5.

5.2 Renewal. The Subscription Period renews automatically for successive periods of equal length unless either party gives written notice of non-renewal by the Non-Renewal Notice Date designated in the Order Form.

5.3 Termination for Cause. Either party may terminate the Agreement if the other party materially breaches it and fails to cure the breach within thirty (30) days after written notice describing the breach in reasonable detail.

5.4 Termination for Insolvency. Either party may terminate the Agreement immediately upon written notice if the other party becomes insolvent, makes a general assignment for the benefit of creditors, or becomes the subject of a bankruptcy or similar proceeding not dismissed within sixty (60) days.

5.5 Effect of Termination. Upon expiration or termination, Customer’s right to access the Cloud Service ends. If Customer terminates under Section 5.3 or 5.4, Provider will refund any prepaid fees covering the period after termination. If Provider terminates under Section 5.3 or 5.4, Customer will pay any unpaid fees covering the remainder of the then-current Subscription Period.

5.6 Return of Customer Content. For thirty (30) days following expiration or termination, Provider will make Customer Content available for export in a commercially reasonable format upon Customer’s written request. Thereafter, Provider will return or destroy Customer Content in accordance with the BAA.

5.7 Survival. Sections 1, 4 (as to amounts accrued), 5.5–5.7, 6, 7, 8, 9.4, 10, 11, and 12 survive expiration or termination.

6.1 Obligations. Recipient will (a) protect Discloser’s Confidential Information using at least the degree of care it uses to protect its own confidential information of like importance, and in no event less than reasonable care; (b) not disclose it except to its employees, Affiliates, advisors, and contractors who need to know and are bound by confidentiality obligations no less protective than this Section 6; and (c) use it only as necessary to perform under or exercise its rights under the Agreement.

6.2 Exclusions. Confidential Information does not include information that is or becomes public through no fault of Recipient, was rightfully known to Recipient without restriction before disclosure, is rightfully received from a third party without restriction, or is independently developed by Recipient without use of Discloser’s Confidential Information.

6.3 Compelled Disclosure. Recipient may disclose Confidential Information to the extent required by law or legal process, provided it gives Discloser prompt notice where legally permitted and reasonably cooperates in any effort by Discloser to seek protective treatment.

6.4 Duration. These obligations continue for three (3) years after expiration or termination, except that obligations with respect to trade secrets and PHI continue for so long as the information remains a trade secret or PHI, respectively.

7.1 Business Associate Agreement. Where Provider creates, receives, maintains, or transmits PHI on Customer’s behalf, Provider acts as a business associate under HIPAA. The parties will execute a BAA before any PHI is submitted to the Cloud Service. The BAA governs the parties’ respective obligations with respect to PHI, and in the event of a conflict between the BAA and these Standard Terms as to the handling of PHI, the BAA controls.

7.2 Security Program. Provider will maintain an information security program that includes administrative, physical, and technical safeguards designed to protect Customer Content against unauthorized access, use, or disclosure, consistent with the HIPAA Security Rule and with industry-recognized frameworks.

7.3 United States Data Residency. Provider will store and process Customer Content, including PHI, exclusively within the United States, and will not permit access to PHI from outside the United States, without Customer’s prior written consent.

7.4 Use of Customer Content. Provider will use Customer Content solely to provide, maintain, secure, and support the Cloud Service, to comply with law, and as otherwise permitted by the BAA. Provider will not sell Customer Content or use it for marketing or fundraising.

7.5 De-Identified Data. Subject to the BAA, Provider may create De-Identified Data and may use it to operate, secure, evaluate, and improve the Cloud Service. Provider will not attempt to re-identify De-Identified Data, will not sell it, and will not disclose it in any form that identifies Customer without Customer’s prior written consent. Where the BAA restricts de-identification, the BAA controls.

7.6 Model Training. Provider will not use Customer Content containing PHI to train, fine-tune, or otherwise improve any model made generally available to other customers without Customer’s prior written consent.

7.7 Security Incidents. Provider will notify Customer of any Security Incident or Breach affecting Customer Content within the timeframes and in the manner specified in the BAA.

7.8 Assurance. Provider will maintain a SOC 2 Type II examination or comparable third-party assessment and will make the resulting report available to Customer under confidentiality obligations upon reasonable written request, no more than once annually except following a Security Incident or Breach affecting Customer Content.

8.1 Provider Technology. As between the parties, Provider owns all right, title, and interest in and to the Provider Technology. No rights are granted to Customer other than as expressly set out in the Agreement.

8.2 Customer Content. As between the parties, Customer owns all right, title, and interest in and to Customer Content. Customer grants Provider a non-exclusive, worldwide, royalty-free license to host, process, transmit, display, and otherwise use Customer Content solely as necessary to provide the Cloud Service and as permitted by Section 7 and the BAA.

8.3 Feedback. If Customer provides suggestions or feedback regarding the Cloud Service, Provider may use it without restriction or obligation, provided that such feedback contains no Customer Content or Confidential Information of Customer.

8.4 Operational Data. Provider may collect and use technical and operational data regarding the configuration, performance, and use of the Cloud Service, in aggregated and de-identified form that does not identify Customer, any Authorized User, or any individual, to operate and improve the Cloud Service.

9.1 Mutual. Each party represents that it has the authority to enter into the Agreement and that doing so does not conflict with any other agreement to which it is bound.

9.2 Service Warranty. Provider warrants that the Cloud Service will perform materially in accordance with the Documentation. If Provider breaches this warranty, Provider will use commercially reasonable efforts to correct the non-conformity. If Provider cannot do so within thirty (30) days of written notice, Customer may terminate the affected Order Form and receive a pro-rata refund of prepaid fees for the remainder of the then-current Subscription Period. This paragraph states Customer’s exclusive remedy for breach of this Section 9.2.

9.3 Interpretation and Clinical Disclaimer. The Cloud Service provides machine-generated interpretation to facilitate communication. Provider does not warrant that any interpretation will be free from error or suitable for every clinical circumstance, and the Cloud Service does not constitute medical advice, diagnosis, or treatment. Customer and its clinicians remain solely responsible for clinical judgment and for determining when a qualified human interpreter is required.

9.4 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, EACH PARTY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10.1 Provider Indemnity. Provider will defend Customer against any Provider Covered Claim (as defined in the Key Terms) and will indemnify Customer against damages, costs, and reasonable attorneys’ fees finally awarded against Customer, or agreed in settlement by Provider, in respect of such claim.

10.2 Customer Indemnity. Customer will defend Provider against any Customer Covered Claim (as defined in the Key Terms) and will indemnify Provider against damages, costs, and reasonable attorneys’ fees finally awarded against Provider, or agreed in settlement by Customer, in respect of such claim.

10.3 Procedure. The indemnified party will promptly notify the indemnifying party of the claim (provided that failure to give prompt notice relieves the indemnifying party of its obligations only to the extent it is materially prejudiced), give the indemnifying party sole control of the defense, and provide reasonable cooperation at the indemnifying party’s expense. The indemnifying party will not settle a claim in a manner that imposes any non-monetary obligation on, or admits fault by, the indemnified party without its prior written consent, not to be unreasonably withheld. The indemnified party may participate in the defense at its own expense.

10.4 Infringement Remedies. If the Cloud Service becomes, or Provider reasonably believes it may become, the subject of a Provider Covered Claim, Provider may at its option and expense procure the right for Customer to continue using it, modify or replace it so that it is non-infringing while materially equivalent in functionality, or, if neither is commercially reasonable, terminate the affected Order Form and refund prepaid fees for the remainder of the then-current Subscription Period.

10.5 Exclusions. Provider has no obligation under Section 10.1 to the extent a claim arises from Customer Content, from Customer’s use of the Cloud Service in violation of the Agreement, or from modifications to the Cloud Service not made by or for Provider.

11.1 Excluded Damages. Except with respect to Unlimited Claims, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenues, or goodwill, even if advised of the possibility of such damages.

11.2 General Cap. Except with respect to Unlimited Claims, each party’s total cumulative liability arising out of or relating to the Agreement, including liability arising under the BAA and each party’s indemnification obligations under Section 10, will not exceed the General Cap Amount.

11.3 Breach Response Costs. Amounts payable by Provider under the BAA in respect of breach-response costs, including the costs of notification, credit monitoring, and call center support, are limited to the reasonable and documented out-of-pocket costs actually incurred by Customer. Such amounts are deemed direct damages for purposes of Section 11.1 and count against the General Cap Amount.

11.4 Unlimited Claims. The limitations in Sections 11.1 through 11.3 do not apply to (a) a party’s gross negligence, willful misconduct, or fraud, (b) death or bodily injury caused by a party’s negligence, (c) Provider’s sale of PHI in violation of the Agreement or the BAA, or (d) Customer’s obligation to pay fees due under an Order Form.

11.5 Single Cap. The General Cap Amount is a single aggregate cap across all claims and all Order Forms under the Agreement, and is not cumulative. Liability arising under the BAA counts against, and is subject to, that same cap.

11.6 Essential Purpose. The limitations in this Section 11 apply notwithstanding the failure of essential purpose of any limited remedy.

12.1 Order of Precedence. In the event of a conflict, the following order of precedence applies: (a) the BAA, as to the handling of PHI; (b) the Order Form, including the Key Terms; (c) any Addendum; and (d) these Standard Terms. Provider’s End User Terms of Use are not part of the Agreement and have no effect on it.

12.2 Notices. Notices must be in writing and sent to the legal notice address designated in the Order Form, by email with confirmation of receipt, by hand, or by nationally recognized overnight courier. Notices are effective upon receipt.

12.3 Assignment. Neither party may assign the Agreement without the other party’s prior written consent, except that either party may assign it in its entirety, upon written notice and without consent, to an Affiliate or in connection with a merger, reorganization, or sale of all or substantially all of its assets or equity. Any other attempted assignment is void.

12.4 Governing Law and Venue. The Agreement is governed by the laws of the jurisdiction designated as Governing Law in the Key Terms, without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the Chosen Courts designated in the Key Terms. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

12.5 Equitable Relief. Nothing in the Agreement limits either party’s right to seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Confidential Information or intellectual property rights.

12.6 Force Majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, natural disaster, war, terrorism, labor disturbance, public health emergency, governmental action, or failure of the internet or third-party infrastructure.

12.7 Publicity. Neither party will use the other’s name, logo, or trademarks in any public announcement, customer list, case study, or marketing material without the other party’s prior written consent, which may be given by email.

12.8 Independent Contractors. The parties are independent contractors. The Agreement creates no partnership, joint venture, agency, or employment relationship.

12.9 No Third-Party Beneficiaries. The Agreement is for the benefit of the parties only and confers no rights on any third party.

12.10 Waiver and Severability. No failure or delay in exercising a right operates as a waiver of it. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions remain in full force.

12.11 Entire Agreement; Amendment. The Agreement is the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, proposals, and representations regarding it. Any purchase order or similar Customer document is for administrative convenience only, and its terms have no effect. The Agreement may be amended only by a writing signed by both parties.

12.12 Counterparts. The Order Form may be executed in counterparts and delivered electronically, each of which is deemed an original.