SCRIPT AI

Terms of Use

Last Updated: 19 February 2026

These Terms of Use ("Terms") are a legal agreement between you and Script AI, Inc., a Delaware corporation ("Script AI," "we," "us," or "our"). These Terms govern your access to and use of the Script AI platform, website, application, and related services (the "Service").

PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING AND/OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS AND OUR PRIVACY POLICY, WHICH IS HEREBY INCORPORATED INTO THESE TERMS BY REFERENCE. IF YOU DO NOT AGREE TO ANY OF THESE TERMS, YOU MUST NOT USE THE SERVICE.

If you are accepting these Terms on behalf of a clinic, medical practice, healthcare organisation, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and "you" and "your" shall refer to that entity.

THE SECTIONS BELOW TITLED "BINDING ARBITRATION" AND "CLASS ACTION WAIVER" CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.

1. Definitions

In these Terms, unless the context otherwise requires:

"Authorised User" means any employee, contractor, or agent of yours who is assigned a seat or account to access and use the Service on your behalf.
"Content" means all software, text, graphics, logos, audio, data, and other material provided by or on behalf of Script AI through the Service. For the avoidance of doubt, Content does not include Your Data.
"De-identified Data" means data that has been processed using appropriate de-identification methods so that individuals cannot reasonably be identified, in compliance with applicable de-identification standards including HIPAA Safe Harbor or Expert Determination methods (45 CFR 164.514) and GDPR anonymisation requirements.
"Login Credentials" means the username, email address, password, and any other authentication information used to access the Service.
"Output" means the clinical documentation, transcripts, summaries, structured notes, and other materials generated by the Service from processing Your Data.
"Patient Recordings" means audio and/or video recordings of clinical encounters between you (or your Authorised Users) and patients that are submitted to the Service.
"PHI" (Protected Health Information) means protected health information as defined under the Health Insurance Portability and Accountability Act of 1996, as amended, and related regulations ("HIPAA").
"Usage Data" means data collected in connection with monitoring the performance and use of the Service, including date and time of access, platform areas visited, frequency and duration of use, and other performance data.
"Your Data" means (i) any data and information that you and your Authorised Users submit to the Service, including Patient Recordings and personal information of Authorised Users; and (ii) Output generated from Your Data.

2. Description of the Service

Script AI provides an AI-powered clinical documentation platform that supports healthcare professionals in generating transcripts, summaries, and structured clinical notes from patient encounters.

The Service is intended solely for use by qualified healthcare professionals and authorised staff to support clinical administrative and documentation processes.

Script AI does not provide medical advice, diagnosis, or treatment recommendations. The Service is not a medical device within the meaning of the EU Medical Devices Regulation (MDR 2017/745), the U.S. Food, Drug, and Cosmetic Act, or equivalent legislation in any jurisdiction.

From time to time, we may (in our sole discretion) change, update, or discontinue any feature or function of the Service. Such updates may be subject to additional terms and fees as notified to you.

3. Eligibility and Accounts

3.1 Eligibility

To use the Service, you must:

Be at least 18 years old;
Be legally authorised to provide healthcare services or support such services in your jurisdiction;
Possess the legal right and ability to enter into a legally binding agreement with us; and
Agree to use the Service only in accordance with these Terms.

3.2 Account Registration

To access the Service, you and any Authorised Users must register for and hold a user account ("Account"). As part of registration, you will need to provide us with information including your full name, email address, employment details, job title, organisation name, and contact information. We will use this information as described in our Privacy Policy.

3.3 Account Security

Login Credentials cannot be shared between Authorised Users or with any third party. You are responsible for keeping all Login Credentials secure and for all use and activity carried out under your Account. You agree to immediately notify us of any unauthorised use or suspected unauthorised use of any Login Credentials. We reserve the right to disable any Account at any time if we reasonably believe you have failed to comply with these Terms.

3.4 Authorised Users

You are responsible for ensuring that your Authorised Users comply with these Terms. You are fully responsible for all activities and use or misuse of the Service that is associated with any Authorised User's Login Credentials. You will promptly inform us of any need to deactivate or change any Login Credentials.

4. Subscriptions and Fees

Access to the Service may require payment of subscription fees ("Subscription Fees"). Subscription Fees are payable in advance and are made known to you when you sign up for a subscription.

Subscriptions renew automatically unless cancelled before the renewal date. You may cancel your subscription at any time through your account settings or by contacting us. If you cancel, you may continue to use the Service until the end of the then-current billing cycle.

Fees are non-refundable except where required by applicable law or as otherwise expressly stated in these Terms.

We may modify pricing with reasonable notice. Your continued use of the Service following any fee change constitutes acceptance of the revised fees.

You must provide current, complete, and accurate payment information and promptly update such information if it changes. Payment is processed through our third-party payment processor, whose own terms and privacy policy will apply.

5. Trial Access

We may offer trial or free-tier access to the Service. Trial access is provided solely for evaluating the Service to determine whether to purchase a subscription.

During any trial period, you and your Authorised Users may not use the Service for competitive analysis, commercial, or for-profit purposes beyond evaluation. We reserve the right to terminate trial access at any time without notice.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, DURING ANY TRIAL PERIOD, WE WILL HAVE NO WARRANTY, INDEMNITY, SUPPORT, OR OTHER OBLIGATIONS, AND WE WILL HAVE NO LIABILITY FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH THE SERVICE. YOUR USE OF THE SERVICE DURING ANY TRIAL PERIOD IS AT YOUR OWN RISK.

6. Acceptable Use

6.1 You agree to:

Comply with all applicable healthcare, professional, privacy, and data protection laws in connection with your use of the Service;
Obtain all required patient consents before using the Service, including consent to record patient encounters where mandatory in your jurisdiction;
Review, edit, and validate all AI-generated Output before relying on it or incorporating it into any patient record or electronic health record (EHR) system;
Use the Service only for lawful clinical documentation purposes;
Maintain accurate and complete records related to your use of the Service as required by law; and
Cooperate with all reasonable directions of Script AI in relation to your use of the Service.

6.2 You must not:

Reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Service;
Modify, adapt, translate, or create derivative works of the Service;
Resell, distribute, or sublicense access to the Service or use the Service for the benefit of any third party;
Use the Service in violation of any applicable law;
Input data you are not legally permitted to process;
Attempt to use the Service to generate medical diagnoses, treatment recommendations, or clinical advice;
Input false or misleading information into the Service;
Share Login Credentials or allow unauthorised individuals to use your Account;
Introduce any virus, worm, Trojan horse, or other harmful code to the Service;
Use automated means (spiders, robots, crawlers, scrapers, or data mining tools) to access or download data from the Service;
Take any action that imposes an unreasonable or disproportionately large load on our technical infrastructure;
Circumvent any processes, procedures, or technologies that we have put in place to safeguard the Service;
Remove or modify any proprietary markings or restrictive legends on the Service; or
Use the Service to build a competitive product or service, or for any purpose not specifically permitted in these Terms.

Any violation of this section may result in immediate suspension or termination of your access to the Service without notice.

7. User Representations and Warranties

You represent and warrant that:

You have all rights and permissions necessary to provide us with or grant us access to and use of Your Data;
You have obtained all necessary and appropriate consents, permissions, and authorisations in accordance with all applicable laws and regulations with respect to Your Data, including but not limited to consents from patients, their parents and/or legal guardians, including consent to record patient encounters and authorisation for the use, exchange, and disclosure of any applicable PHI (collectively, "Consents");
You will maintain records of such Consents for the time period required by applicable laws and regulations;
You and your Authorised Users will review, edit, and approve all Output before it is incorporated into any patient record, EHR system, or used for any clinical or administrative purpose; and
Your use of the Service complies with all applicable laws, regulations, and professional obligations in your jurisdiction.

Upon our request, you shall provide copies of such Consents to us.

8. Privacy and Data Protection

8.1 General

We process personal data in accordance with our Privacy Policy. Each party agrees to comply with applicable data protection and health information laws in connection with these Terms.

8.2 HIPAA and Protected Health Information

If you are a Covered Entity or Business Associate (as defined under HIPAA) and you upload, submit, or otherwise make PHI available to the Service, Script AI acts as a Business Associate under HIPAA.

By submitting PHI to the Service, you agree to be bound by the Script AI Business Associate Agreement ("BAA") attached as Schedule A to these Terms and incorporated herein by reference. If the terms of the BAA conflict with these Terms, the terms of the BAA shall control solely with respect to the processing of PHI. By providing Your Data, you agree to be legally bound by the terms and conditions of the BAA.

8.3 GDPR (European Users)

If you are located in the European Economic Area (EEA), the United Kingdom, or Switzerland, and you use the Service in connection with the processing of personal data as defined under the General Data Protection Regulation (EU) 2016/679 ("GDPR") or UK GDPR, you acknowledge that:

You are the data controller with respect to patient personal data processed through the Service, and Script AI acts as a data processor on your behalf;
You are responsible for ensuring that you have a valid legal basis for processing personal data through the Service, including where necessary, obtaining patient consent;
Script AI will process personal data only on your documented instructions, unless required to do so by applicable law; and
Where applicable, a Data Processing Agreement ("DPA") may be entered into to satisfy the requirements of Article 28 of the GDPR.

8.4 Singapore PDPA

If you are located in Singapore or process personal data of individuals in Singapore, you acknowledge that the Personal Data Protection Act 2012 ("PDPA") applies to your use of the Service. You are responsible for ensuring that your use of the Service complies with the PDPA, including obtaining any required consents and providing appropriate notifications to individuals whose personal data is processed through the Service.

8.5 Other Jurisdictions

If you access the Service from any other jurisdiction, you are solely responsible for ensuring compliance with the data protection and health information laws applicable in that jurisdiction. Script AI will cooperate in good faith to support your compliance where reasonably practicable.

8.6 Subprocessors

Script AI may engage subcontractors, including cloud hosting providers and artificial intelligence model providers, to process data on its behalf. Script AI ensures such subcontractors are subject to written agreements requiring appropriate safeguards consistent with applicable law, including HIPAA where applicable.

Script AI may use artificial intelligence model providers operating under HIPAA-compliant agreements and zero data retention configurations where applicable.

9. Your Data and Output

As between the parties, you own all right, title, and interest in and to Your Data and Output, including all intellectual property rights therein.

You grant Script AI a non-exclusive, worldwide, royalty-free licence to reproduce, use, store, modify, and process Your Data: (i) during the term of these Terms, as necessary to provide and operate the Service; (ii) for Script AI's internal business purposes, including analysing, updating, and improving the Service; and (iii) as otherwise permitted by these Terms, including the creation of De-identified Data.

You are solely responsible for the accuracy, quality, and legality of Your Data.

All right, title, and interest in and to the Service, Usage Data, and De-identified Data, including all modifications, improvements, and intellectual property rights therein, are and will remain the sole and exclusive property of Script AI.

10. De-identified and Aggregated Data

Script AI may de-identify personal data, including health and patient information, that is made available through the Service and use such De-identified Data for the purposes of:

Improving the accuracy, performance, and reliability of the Service;
Supporting platform functionality and developing new features;
Enhancing clinical documentation tools; and
Conducting research and analytics.

De-identification is performed using appropriate methods so that individuals cannot reasonably be identified, in compliance with applicable de-identification standards including HIPAA Safe Harbor or Expert Determination methods (45 CFR 164.514) and GDPR anonymisation requirements (Recital 26). Once data has been properly de-identified, it is no longer considered Protected Health Information or personal data under applicable law.

Script AI implements technical and organisational safeguards to prevent re-identification, and does not attempt to re-identify any De-identified Data or permit third parties to do so.

De-identified Data is used solely by Script AI for the purposes described above. De-identified Data is not sold, licensed, or otherwise made available to third parties for their own purposes.

11. Data Retention and Deletion

We retain Your Data only for as long as necessary to provide the Service and to meet applicable legal, regulatory, contractual, and healthcare obligations.

You may configure data retention settings through the Service where such options are available. Patient Recordings are processed and may be deleted in accordance with the retention settings you select.

Upon termination of these Terms, and upon your written request made within thirty (30) days of termination, we will reasonably assist you with an export of Your Data in our possession in a commonly used format. After this thirty (30) day period, we shall have no further obligation with respect to the storage of Your Data and we shall permanently delete Your Data, except for any data that may be retained in backup systems, which shall be deleted in accordance with our data retention policies.

When personal data is no longer required, we securely delete or anonymise it. If immediate deletion is not possible (for example, where data is stored in backup systems), the data is securely stored, restricted from further use, and removed as soon as reasonably possible.

12. AI Output and Medical Disclaimer

The Service uses artificial intelligence and machine learning. While Script AI seeks to ensure accuracy of the Service and Output, due to the probabilistic and rapidly evolving nature of such technology, Output may in certain circumstances be inaccurate, incomplete, or inappropriate, including the potential for AI errors, hallucinations, or omissions.

YOU ACKNOWLEDGE AND AGREE THAT:

THE SERVICE AND OUTPUT ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE OR HEALTH CONDITION;
THE SERVICE IS NOT A MEDICAL DEVICE WITHIN THE MEANING OF THE EU MEDICAL DEVICES REGULATION (MDR 2017/745), THE U.S. FOOD, DRUG, AND COSMETIC ACT, OR EQUIVALENT LEGISLATION IN ANY JURISDICTION;
THE SERVICE DOES NOT CONSTITUTE PROFESSIONAL MEDICAL OR HEALTHCARE ADVICE, DIAGNOSIS, OR RECOMMENDATION OF TREATMENT, AND IS NOT INTENDED TO REPLACE PROFESSIONAL MEDICAL ADVICE;
SCRIPT AI DOES NOT PROVIDE MEDICAL ADVICE;
THE SERVICE IS SOLELY A CLINICAL DOCUMENTATION AND ADMINISTRATIVE SUPPORT TOOL AND DOES NOT DIRECTLY ASSESS, MAINTAIN, OR IMPROVE THE PHYSICAL, MENTAL, OR EMOTIONAL HEALTH OF A PATIENT;
YOU AND YOUR AUTHORISED USERS ARE SOLELY RESPONSIBLE FOR REVIEWING, EDITING, AND APPROVING ALL OUTPUT BEFORE IT IS RELIED UPON, INCORPORATED INTO ANY PATIENT RECORD, OR USED FOR ANY CLINICAL PURPOSE;
YOU MUST NOT RELY ON THE SERVICE OR OUTPUT WITHOUT INDEPENDENT CONSIDERATION AND CONFIRMATION BY A QUALIFIED HEALTHCARE PROFESSIONAL; AND
CLINICAL RESPONSIBILITY REMAINS SOLELY WITH YOU AND YOUR AUTHORISED USERS.

WE DO NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATION REGARDING THE USE OR PERFORMANCE OF THE SERVICE OR THE ACCURACY, COMPLETENESS, OR CORRECTNESS OF ANY OUTPUT. WE WILL HAVE NO LIABILITY FOR ANY HARM OR DAMAGE ARISING FROM ANY USE OF THE SERVICE OR OUTPUT. YOU AND EACH OF YOUR AUTHORISED USERS AGREE THAT USE OF THE SERVICE AND OUTPUT IS ENTIRELY AT YOUR OWN RISK.

13. Notification of Adverse Events

You must notify Script AI immediately if you become aware of:

Any problem or incident associated with the Service that has caused, or could cause, harm to patients or others;
Any deficiencies or potential deficiencies in safety, quality, performance, or presentation of the Service; or
Any data breach, actual or suspected, involving Your Data or patient information.

Where required, you must collaborate with Script AI to take all reasonable steps to contain and remedy any such incident.

14. Intellectual Property

All intellectual property rights in the Service and Content belong to Script AI or its licensors. Nothing in these Terms transfers any intellectual property rights in the Service to you.

We grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to use the Service and Content during your subscription solely for the purpose of facilitating the delivery of healthcare services and clinical documentation. You must not use the Service or Content for any other purpose.

You retain ownership of Your Data as set out in Section 9.

If you provide feedback, comments, or suggestions for improvements to the Service ("Feedback"), you grant Script AI a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable licence to use such Feedback for any purpose whatsoever, including the development, production, and marketing of the Service, without compensation or attribution to you.

15. Confidentiality

Each party must not disclose any information of a confidential nature communicated by the other party, or otherwise learned, accessed, or generated as a result of entering into these Terms or using the Service ("Confidential Information"), except:

To such party's personnel who have a need to know;
If the disclosure is required by law; or
If the receiving party has independently obtained such information from a third party (other than via a breach of confidence).

Information which is in the public domain (other than as a result of a breach of confidence) will not constitute Confidential Information.

Each party must hold Confidential Information in strict confidence and employ all reasonable steps to protect it from unauthorised or inadvertent disclosure. The receiving party must promptly notify the disclosing party of any actual or suspected security breach in relation to Confidential Information.

16. Third-Party Services

The Service may contain links to, or integrate with, third-party websites, applications, or services ("Third-Party Services"). These links and integrations are provided solely as a convenience to you.

Script AI is not responsible for Third-Party Services, their content, terms, or privacy practices. You agree to comply with any reasonable additional terms notified to you by Script AI in respect of Third-Party Services. If you do not agree to such terms, we may need to limit or terminate your access to the affected functionality.

You should read the terms and privacy policies of any Third-Party Services before using them. Your use of Third-Party Services is at your own risk.

17. Suspension and Termination

17.1 Suspension

We reserve the right to restrict, suspend, or terminate your access to the Service without notice in the event that such action is determined by Script AI to be essential to protect the security of the Service, Content, or any user data, although we will provide prior notice wherever practicable.

17.2 Termination by Script AI

We may terminate these Terms if:

You breach these Terms and fail to remedy such breach within thirty (30) days of notification;
Required by applicable law;
Necessary to protect the integrity or security of the Service; or
We withdraw the Service from market, provided you will be entitled to a pro rata refund of Subscription Fees paid in advance.

17.3 Termination by You

You may cancel your subscription and terminate your use of the Service at any time through your Account settings or by contacting us.

17.4 Effect of Termination

Upon termination:

Your access to the Service ceases immediately;
All outstanding fees become immediately due and payable;
The licence granted to you under Section 14 ceases;
You have thirty (30) days from termination to request export of Your Data in accordance with Section 11;
To the extent permitted by law, you must return or destroy all copies of Confidential Information in your possession; and
Sections 1, 9, 10, 12, 14 (last paragraph), 15, 18, 19, 20, 21, 22, 23, 24, and 26 shall survive termination.

18. Disclaimer of Warranties

THE SERVICE, CONTENT, AND OUTPUT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND NEITHER SCRIPT AI NOR ITS SUPPLIERS MAKE ANY WARRANTIES WITH RESPECT TO THE SAME.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SCRIPT AI HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ACCURACY, COMPLETENESS, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

WE DO NOT GUARANTEE UNINTERRUPTED, ERROR-FREE, OR SECURE OPERATION OF THE SERVICE. THESE TERMS DO NOT AFFECT CONSUMER RIGHTS THAT CANNOT BY LAW BE WAIVED OR LIMITED.

19. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

SCRIPT AI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, HOWEVER ARISING AND REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE), EVEN IF SCRIPT AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SCRIPT AI'S TOTAL AGGREGATE LIABILITY IN CONNECTION WITH THESE TERMS DURING ANY CONSECUTIVE TWELVE (12) MONTH PERIOD SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES PAID BY YOU TO SCRIPT AI DURING THAT PERIOD.

NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY THAT CANNOT LEGALLY BE EXCLUDED OR LIMITED, INCLUDING LIABILITY FOR FRAUD, WILFUL MISCONDUCT, OR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE.

20. Indemnification

You will indemnify, defend, and hold harmless Script AI, its affiliates, and their respective shareholders, officers, directors, employees, agents, and representatives (collectively, "Script AI Indemnitees") from and against any and all damages, liabilities, losses, costs, and expenses, including reasonable legal fees, incurred by any Script AI Indemnitee in connection with any third-party claim arising from:

Your clinical decisions or the clinical decisions of your Authorised Users;
Your or your Authorised Users' misuse of the Service or Output;
Your breach of these Terms, including any breach of your representations and warranties;
Your or your Authorised Users' breach of applicable laws, including privacy, data protection, and healthcare laws;
Your failure to obtain required patient Consents;
Any negligence, gross negligence, wilful misconduct, fraud, or misrepresentation by you or your Authorised Users; and
Any violation of any third-party right, including intellectual property, property, or privacy rights.

The foregoing obligations are subject to our: (i) promptly notifying you of the claim; (ii) providing you, at your expense, with reasonable cooperation in the defence of the claim; and (iii) providing you with sole control over the defence and negotiations for a settlement or compromise.

Notwithstanding the foregoing, your indemnification obligations shall not apply to the extent that a Claim arises from the gross negligence, wilful misconduct, or unlawful acts of Script AI.

21. Governing Law and Dispute Resolution

21.1 Governing Law

These Terms and any action related thereto will be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws provisions.

21.2 Binding Arbitration

In the event of a dispute arising under or relating to these Terms or the Service (each, a "Dispute"), such Dispute will be finally and exclusively resolved by binding arbitration governed by the Federal Arbitration Act ("FAA"). NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT'S RULES AND IF WITHIN SUCH COURT'S JURISDICTION.

All Disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by the American Arbitration Association ("AAA") pursuant to its then-current Commercial Arbitration Rules. Each party will be responsible for paying its own AAA filing, administrative, and arbitrator fees in accordance with AAA rules.

The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in Delaware, United States. Judgment on the arbitrator's award may be entered in any court having jurisdiction.

The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information relevant to the Dispute immediately after commencement of the arbitration. Nothing in these Terms will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.

22. Class Action Waiver

YOU AGREE THAT ANY ARBITRATION OR PROCEEDING SHALL BE LIMITED TO THE DISPUTE BETWEEN US AND YOU INDIVIDUALLY. TO THE FULL EXTENT PERMITTED BY LAW: (I) NO ARBITRATION OR PROCEEDING SHALL BE JOINED WITH ANY OTHER; (II) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED OR RESOLVED ON A CLASS ACTION BASIS OR TO UTILISE CLASS ACTION PROCEDURES; AND (III) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR ANY OTHER PERSONS.

YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

23. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms where such failure or delay arises from circumstances beyond its reasonable control, including but not limited to government action, new or amended legislation, labour disputes, fire, flood, natural disaster, pandemic, loss or destruction of data or property, failure of third-party telecommunications or internet services, or cyberattack.

The affected party must inform the other party without unreasonable delay and take all reasonable steps to mitigate the effects of the force majeure event.

24. Changes to Terms

We may modify, update, or replace these Terms from time to time by providing reasonable notice, and where practicable, thirty (30) days' prior written notice of the update.

If changes materially and detrimentally affect your rights or your use of the Service, you will be entitled to terminate these Terms and your Account. In such circumstances, you will be entitled to a pro rata refund of any Subscription Fees paid in advance.

Continued use of the Service following the notice period constitutes acceptance of the updated Terms.

25. General Provisions

25.1 Entire Agreement

These Terms, together with the Privacy Policy, BAA (where applicable), and any other documents incorporated by reference, constitute the entire agreement between you and Script AI relating to the subject matter hereof and supersede all previous agreements, understandings, or arrangements, whether written or oral.

25.2 Severability

If any part or provision of these Terms is found to be invalid, unenforceable, or in conflict with applicable law, the invalid or unenforceable part or provision will be replaced with a provision which, as far as possible, accomplishes the original purpose. The remainder of these Terms will remain binding on the parties.

25.3 Assignment

You may not assign, transfer, or sublicense any of your rights or obligations under these Terms without our prior written consent. Script AI may assign these Terms in connection with a merger, acquisition, reorganisation, or sale of all or substantially all of its assets without your consent.

25.4 Waiver

Our failure to act on or enforce any provision of these Terms shall not be construed as a waiver of that provision or any other provision. No waiver shall be effective unless made in writing.

25.5 Relationship of Parties

Each party is acting in the capacity of an independent contractor. These Terms do not constitute any partnership, trust, agency, joint venture, or employment relationship between the parties. Neither party has the authority to act, contract, or incur any obligation on behalf of the other party.

25.6 Notices

We may provide notices to you via the Service, by email to the address associated with your Account, or by other reasonable means. You may provide notices to us at the contact details set out in Section 26.

26. Contact

Script AI, Inc.
Delaware, United States
Email: privacy@scriptai.co

Schedule A

Business Associate Agreement

This Business Associate Agreement ("BAA") is entered into by and between Script AI, Inc. ("Business Associate") and you or the entity you represent ("Covered Entity"), and is effective as of the date you first access or use the Service (the "Effective Date").

Background

The Business Associate provides services to the Covered Entity pursuant to the Terms of Use (the "Primary Agreement"), under which the Business Associate provides AI-powered clinical documentation services (the "Services").

In the course of providing these Services, the Covered Entity may provide the Business Associate with access to information that is classified as Protected Health Information (PHI) under HIPAA.

The purpose of this BAA is to satisfy certain standards and requirements of the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 ("HIPAA"), the Standards for Privacy of Individually Identifiable Health Information promulgated thereunder by the U.S. Department of Health and Human Services at 45 CFR Parts 160 and 164 (the "HIPAA Rules"), and the Health Information Technology for Economic and Clinical Health Act of 2009 (the "HITECH Act"), in each case as amended from time to time.

1. Definitions

Terms used but not otherwise defined in this BAA shall have the same meanings assigned to them by HIPAA, the HIPAA Rules, or as otherwise defined in the Primary Agreement.

"Breach" refers to any unauthorised use or disclosure of PHI that is not permitted under the Primary Agreement, including breaches of unsecured PHI as required by 45 CFR 164.410.
"PHI" (Protected Health Information) refers to any health information the Business Associate receives from or on behalf of the Covered Entity, or creates for the Covered Entity, that is subject to HIPAA, including EPHI (Electronic Protected Health Information).

2. Permitted Uses and Disclosures

The Business Associate may use PHI only for the following purposes:

As needed to provide the Services;
As required to meet its legal obligations;
For its own proper management and administration;
For data aggregation services relating to the healthcare operations of the Covered Entity, if needed to provide the Services; and
As otherwise required by law.

The Business Associate may disclose PHI only for the following purposes:

As needed to provide the Services;
For proper management and administration of the Business Associate or to fulfil its legal responsibilities, provided the Business Associate receives assurances from the recipient that they will: (a) keep the PHI confidential; (b) use or disclose it only as required by law or for the reason it was received; and (c) notify the Business Associate if the confidentiality of the PHI is breached;
As otherwise required by law; and
Any disclosure to the Business Associate's agents or subcontractors must be subject to a written agreement containing the same restrictions on use and disclosure as are in this BAA.

3. De-identification of PHI

The Business Associate shall have the right to de-identify PHI, provided that the Business Associate implements a de-identification process that conforms to the requirements of 45 CFR 164.514(a)-(c) (Safe Harbor or Expert Determination method).

Once properly de-identified in accordance with these standards, such data shall no longer constitute PHI and shall not be subject to the terms of this BAA. The Business Associate may use such De-identified Data to improve the Service, support platform functionality, enhance clinical documentation tools, and for analytics and research purposes.

The Business Associate shall not sell De-identified Data to third parties. De-identified Data is used solely by the Business Associate for the purposes described above and is not made available to third parties for their own purposes.

The Business Associate shall implement technical and organisational measures to prevent re-identification of De-identified Data.

4. Prohibited Uses and Disclosures

The Business Associate will not use or disclose PHI in ways that would violate HIPAA if done by the Covered Entity. The Business Associate will not sell PHI or use it for marketing or fundraising purposes.

5. Safeguards

The Business Associate will establish and maintain appropriate safeguards to prevent unauthorised use or disclosure of PHI. The Business Associate will comply with HIPAA's requirements by implementing administrative, physical, and technical safeguards to protect the confidentiality, integrity, and availability of EPHI. Additionally, the Business Associate will maintain policies, procedures, and documentation as required by HIPAA.

6. Reports and Breach Notifications

If a Breach of unsecured PHI occurs, the Business Associate must notify the Covered Entity in writing without unreasonable delay, and no later than ten (10) days after discovering the Breach. The notification should include:

The date of discovery;
The identities of the individuals affected (or if unknown, the types of individuals);
A general description of the incident; and
Any additional information required by HIPAA or requested by the Covered Entity.

For any other unauthorised uses or disclosures of PHI (that do not qualify as Breaches of unsecured PHI), the Business Associate will notify the Covered Entity in writing within thirty (30) days of discovering the incident.

If a security incident involving EPHI occurs, the Business Associate will notify the Covered Entity in writing within thirty (30) days of discovering the incident. However, incidents that are trivial and do not result in unauthorised access or disclosure, such as unsuccessful log-on attempts or routine firewall scans, do not require additional notification.

7. Reimbursement and Mitigation

The Business Associate will reimburse the Covered Entity for reasonable and necessary out-of-pocket costs related to breach notification requirements involving unsecured PHI. The Business Associate will also take necessary actions and cooperate with the Covered Entity to mitigate any harmful effects resulting from the Breach.

8. Minimum Necessary

When using, disclosing, or requesting PHI from the Covered Entity, or in accordance with any provision of this BAA, the Business Associate will only request, use, or disclose the minimum necessary PHI required to provide the Services.

9. Access and Amendment

If an individual requests access to or amendments of their PHI that the Business Associate maintains, the Business Associate will notify the Covered Entity promptly. The Business Associate will direct the individual to make such requests directly to the Covered Entity unless otherwise directed by the Covered Entity. The Business Associate will make PHI available for access or amendment as required by HIPAA.

10. Accounting for Disclosures

The Business Associate will document all disclosures of PHI and maintain the necessary records as required by HIPAA. This documentation will be provided to the Covered Entity or the individual when requested so that the Covered Entity can respond to requests for accounting of disclosures. These obligations will continue even after the termination of this BAA until the required time period for maintaining records has passed.

11. Additional Restrictions

If the Covered Entity agrees to additional restrictions on the use or disclosure of PHI under HIPAA, the Business Associate will also comply with these restrictions.

12. Audit

If the Business Associate is asked by the Department of Health and Human Services (HHS) to make its internal practices, books, and records available for audit, it will notify the Covered Entity promptly. The Business Associate will comply with such requests unless the Covered Entity or Business Associate successfully challenges the request in court.

13. Remuneration

The Business Associate will not receive payment in exchange for PHI, except for compensation under the Primary Agreement.

14. Obligations of the Covered Entity

The Covered Entity will notify the Business Associate of any changes to its privacy practices, changes in an individual's authorisation to disclose PHI, or any restrictions on PHI use, to the extent these changes affect the Business Associate's ability to comply with this BAA.

15. Term and Termination

15.1 Term

This BAA shall become effective as of the Effective Date and shall terminate when all of the PHI provided by the Covered Entity to the Business Associate, or created or received by the Business Associate on behalf of the Covered Entity, is destroyed or returned to the Covered Entity, or, if it is infeasible to return or destroy PHI, protections are extended to such information in accordance with this section. The provisions of this BAA shall survive termination to the extent necessary for compliance with HIPAA and the HIPAA Rules.

15.2 Termination for Material Breach

Either Party may terminate this BAA immediately upon written notice if the other Party fails to remedy a material breach within thirty (30) days of notification.

15.3 Effect of Termination

Upon termination, the Business Associate will return or destroy all PHI in its possession unless returning or destroying the PHI is not feasible. If the PHI cannot be returned or destroyed, the Business Associate will continue to protect it as required by this BAA. These obligations will survive termination as long as the Business Associate retains any PHI.

16. Miscellaneous

(a) Amendments: The parties acknowledge that state and federal laws relating to electronic data security and privacy are rapidly evolving and that amendment of this BAA may be required to ensure compliance with such developments. The parties agree to take such action as is necessary to implement the standards and requirements of HIPAA, the HIPAA Rules, the HITECH Act, and other applicable laws relating to the security or confidentiality of PHI. Either party may terminate this BAA upon thirty (30) days' written notice in the event the other party does not promptly enter into negotiations to amend the BAA when requested.

(b) Interpretation: If there is a conflict between this BAA and the Primary Agreement, this BAA will take precedence with respect to PHI. If there is a conflict between this BAA and HIPAA, HIPAA will control. This BAA shall be interpreted as broadly as necessary to implement and comply with HIPAA, the HIPAA Rules, and the HITECH Act. Any ambiguity in this BAA shall be resolved in favour of a meaning that permits the Covered Entity to comply with the HIPAA Rules.

(c) No Third-Party Beneficiaries: Nothing in this BAA is intended to confer, nor shall anything herein confer, upon any person other than the Covered Entity, the Business Associate, and their respective successors and assigns, any rights, remedies, obligations, or liabilities whatsoever.

(d) Regulatory References: A reference in this BAA to a section in the HIPAA Rules or the HITECH Act means the section as in effect or as amended, and for which compliance is required.