Terms of Use

MedScriptAI's Platform Terms of Use

Last Updated: July 4, 2025

These Platform Terms of Use ("Terms of Use") constitute a legal agreement between you and MedScriptAI, Inc. ("MedScriptAI," "we," "us," or "our"). These Terms govern your access to and use of our proprietary software as a service (SaaS) platform, available as a web and/or mobile application (the "Platform"), which provides real-time transcription, automated medical documentation, and integration with electronic medical record (EMR) systems.

PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING OR USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF USE AND OUR PRIVACY POLICY, INCORPORATED HEREIN BY REFERENCE (COLLECTIVELY, THE "AGREEMENT"). IF YOU DO NOT AGREE, DO NOT USE THE PLATFORM.

If you accept these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to the Agreement, and "you" and "your" refer to that entity.

We may modify, discontinue, or terminate the Platform or these Terms at our discretion, with or without notice. Modifications will be posted on the Platform, and your continued use after such posting indicates your acceptance of the modified Terms. If you do not accept the modified Terms, you must cease using the Platform.

THE SECTIONS TITLED "BINDING ARBITRATION" AND "CLASS ACTION WAIVER" AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM CAREFULLY.

Capitalized terms not defined herein have the meanings set forth in our Privacy Policy.

1. RIGHT TO ACCESS AND USE THE PLATFORM
2. Subject to this Agreement, MedScriptAI grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Term to authorize your Authorized Users to access and use the Platform solely for your internal healthcare-related business purposes, such as evaluating and utilizing transcription and documentation features.
3. You agree not to (and will not permit any third party to):
4. (i) reverse engineer, decompile, or attempt to discern the Platform’s source code;
5. (ii) modify, adapt, or translate the Platform;
6. (iii) copy the Platform;
7. (iv) resell, distribute, or sublicense the Platform;
8. (v) remove proprietary markings;
9. (vi) use the Platform to build a competitive product, violate laws, or for unauthorized purposes;
10. (vii) upload harmful code (e.g., viruses);
11. (viii) store or archive Platform data outside its intended functionality without our written consent;
12. (ix) operate the Platform as a service bureau for third parties; or
13. (x) circumvent Platform safeguards.
14. Violation of this section may result in immediate termination of access without notice. We may change or discontinue Platform features at any time without liability.
15. AUTHORIZED USERS
16. "Authorized Users" are your employees or contractors accessing the Platform on your behalf. Each Authorized User must create an account with unique Login Credentials (email and password), which cannot be shared. You are responsible for maintaining confidentiality of Login Credentials, notifying us of unauthorized use, and ensuring Authorized Users comply with these Terms. We may disable accounts at our discretion if we believe these Terms are violated.
17. TRIALS
18. We may offer free trial access to evaluate the Platform, limited to a set number of visits disclosed at sign-up. Trials are for evaluation only, not for competitive analysis or commercial use. We may terminate trial access at our discretion. You may cancel a trial by written notice. Post-trial, you may purchase a subscription. During trials, we have no warranty, indemnity, or support obligations, and use is at your own risk.
19. USE OF PERSONAL INFORMATION
20. Your use of the Platform may involve transmitting personal information, governed by our Privacy Policy, incorporated herein by reference.
21. OWNERSHIP
22. The Platform contains Content (software, text, graphics, etc.) owned by us or third parties, protected by U.S. and foreign laws. You have no rights to Content except as permitted herein. Unauthorized use may violate copyright, trademark, or other laws. You may not sell, transfer, modify, or use Content for public or commercial purposes without our written consent.
23. MedScriptAI Trademarks and Third-Party Trademarks on the Platform are protected, and their use requires our prior written permission. Platform elements are protected by trade dress and other laws and may not be copied or imitated.
24. Violation of this section terminates your permission to use the Platform and Content, and you must destroy any copies of Content.
25. YOUR DATA; USAGE DATA; DE-IDENTIFIED DATA; AGGREGATE DATA; OUTPUT
26. "Your Data" includes: (i) data submitted to the Platform (e.g., Medical Records, Patient Recordings, Authorized User information); (ii) Voice ID; and (iii) Output (including Learned Output).

• Patient Recordings: Audio/video recordings or data from patient sessions uploaded to the Platform.
• Protected Health Information (PHI): As defined by HIPAA.
• Usage Data: Data we collect on Platform performance and usage (e.g., access times, frequency).
• Output: Medical documentation generated by the Platform, including modifications.
• Medical Records: Patient history, test results, medications, etc.

1. MedScriptAI owns the Platform, Aggregate Data, Usage Data, and De-Identified Data, including all intellectual property rights therein. You own Your Data and Output, granting us a non-exclusive, worldwide, royalty-free license to use Your Data: (i) to provide services under this Agreement; (ii) for our internal business purposes (e.g., improving Platform accuracy); and (iii) with your consent via Platform settings, to train AI/ML models. PHI is processed per the Business Associate Agreement (BAA) in Schedule A. You are responsible for the accuracy, quality, and legality of Your Data.
2. De-Identified and Aggregate Data: We may use De-Identified Data and Aggregate Data (anonymous, aggregated data not identifying individuals) to improve our products and services.
3. Learned Output: With your opt-in via Platform settings, we may use designated Output ("Learned Output") to train the Platform, linked to your Customer ID, until manually deleted.
4. Voice ID: With your consent, we may create and store a Voice ID to enable speaker recognition for Output attribution.
5. RETENTION OF YOUR DATA AND PATIENT RECORDINGS
6. You may choose via Platform settings to: (i) delete Patient Recordings immediately after processing; or (ii) store them per your Data retention settings. Data retention options are: (i) 30 days from submission, after which Data is deleted (except for 7-day backup retention); or (ii) retention for the Term. You are responsible for your retention settings.
7. FEES
8. Subscriptions are available monthly or annually for a disclosed fee. We may modify fees at our discretion. Payment is due upon subscription purchase via our Third-Party Payment Processor, subject to their terms. You must provide and maintain accurate billing information and notify us of payment method changes or security breaches.
9. Subscriptions auto-renew with recurring charges until canceled. You may cancel via your account billing page or by emailing support@medscriptai.com. No refunds are provided for prepaid fees. We may terminate or suspend subscriptions for non-payment or other reasons, terminating your access to related software or content.
10. PLATFORM RULES
11. You agree not to:

• Use the Platform unlawfully;
• Collect data for competing businesses;
• Upload infringing, defamatory, or sensitive content;
• Impersonate others or misrepresent affiliations;
• Reverse engineer or interfere with Platform features;
• Create multiple accounts to evade fees;
• Use automated tools to scrape data (except compliant search engines);
• Overload our infrastructure; or
• Introduce harmful code.

1. We may deny access without notice for violations.
2. RESTRICTIONS
3. The Platform is for users 18 or older. By using the Platform, you warrant you are 18 or older.
4. FEEDBACK
5. We welcome Feedback (comments, suggestions) but do not accept confidential information. We may use Feedback without compensation or attribution.
6. NO WARRANTIES; LIMITATION OF LIABILITY
7. The Platform, Content, and Output are provided "AS IS" without warranties of any kind, including non-infringement, merchantability, or fitness for a particular purpose. The Platform is not designed to process Part 2 Data (substance abuse records under 42 CFR Part 2), and you agree not to use it for such purposes. We are not liable for damages from such use.
8. Output is an aid, not a substitute for professional judgment. You are responsible for medical decisions based on Output. We are not liable for harm or damages from Platform use or reliance on Output. Direct damages are limited to the greater of $100 or fees paid in the three months prior to a claim. We are not liable for incidental, consequential, or lost profit damages.
9. EXTERNAL SITES
10. Links to External Sites are provided for convenience, not endorsement. We are not responsible for External Site content or accuracy. Access them at your own risk.
11. REPRESENTATIONS AND WARRANTIES
12. You warrant that: (i) you have rights to provide Your Data; (ii) you have obtained all necessary consents for Your Data, including patient consents for PHI; (iii) you maintain consent records as required by law; and (iv) you will not process Part 2 Data. You will provide consent records upon request.
13. INDEMNIFICATION
14. You will indemnify MedScriptAI and its affiliates against losses from third-party claims arising from: (i) your breach of this Agreement; (ii) misuse of the Platform, Output, or Content; (iii) negligence or willful misconduct; or (iv) violation of third-party rights, subject to our prompt notification and cooperation.
15. COMPLIANCE WITH APPLICABLE LAWS
16. The Platform is based in the U.S. You are responsible for compliance with your jurisdiction’s laws when accessing the Platform.
17. TERM; TERMINATION
18. The Term begins upon your acceptance of these Terms and continues for your selected subscription plan, auto-renewing unless terminated with 30 days’ notice. We may suspend or terminate access without notice. Sections 4–6, 8–22 survive termination.
19. Within 30 days of termination, upon your request, we will assist with exporting Your Data in a mutually agreed format. After 30 days, we will delete Your Data, except for backup data, which will be deleted per our retention policies.
20. BINDING ARBITRATION
21. Disputes related to this Agreement or the Platform will be resolved by binding arbitration under the Federal Arbitration Act, conducted by JAMS under its Comprehensive or Streamlined Rules (www.jamsadr.com). Parties share JAMS fees. Arbitration may be in person (in your U.S. county of residence), by phone, or online. Parties may seek court action to compel arbitration or seek provisional remedies. Discovery and appeal rights may be limited.
22. CLASS ACTION WAIVER
23. Disputes are limited to individual claims. No class actions or representative proceedings are permitted.
24. EQUITABLE RELIEF
25. Breaches of our intellectual property rights entitle us to injunctive relief in California federal or state courts, and you consent to their jurisdiction.
26. CONTROLLING LAW; EXCLUSIVE FORUM
27. This Agreement is governed by California law, excluding conflict of laws provisions. Exclusive jurisdiction lies in California state and federal courts.
28. MISCELLANEOUS
29. You may not assign this Agreement without our consent. Our failure to enforce any provision is not a waiver. This Agreement is the entire agreement between us, superseding prior agreements. Section headings are for convenience only. This Agreement binds our successors and assigns.

Copyright 2025 MedScriptAI, Inc. All rights reserved.

SCHEDULE A: BUSINESS ASSOCIATE AGREEMENT

This Business Associate Agreement ("BAA") between MedScriptAI, Inc. ("Business Associate") and Customer ("Covered Entity") is effective as of the Effective Date and ensures compliance with HIPAA, the HIPAA Rules (45 CFR Parts 160, 162, 164), and the HITECH Act.

1. Definitions

Terms not defined herein have the meanings set forth in HIPAA, the HIPAA Rules, or the HITECH Act.

2. Obligations of Business Associate

a. Permitted Uses and Disclosures: Business Associate will use or disclose PHI only to perform services under the Terms of Use, as permitted by this BAA, or as required by law. We may de-identify PHI per 45 C.F.R. 164.514(a)-(c) and use or disclose De-Identified Data at our discretion.

b. Nondisclosure: Business Associate will not use or disclose PHI beyond what this BAA permits.

c. Safeguards: Business Associate will maintain appropriate administrative, technical, and physical safeguards to protect PHI.

d. Reporting and Mitigation: Business Associate will report unauthorized PHI uses or disclosures to Covered Entity and mitigate harmful effects.

e. Subcontractors: Business Associate will ensure subcontractors agree to the same PHI restrictions.

f. Access to PHI: Business Associate will provide PHI access to Covered Entity or Individuals as requested, per HIPAA requirements.

g. Amendment of PHI: Business Associate will amend PHI as directed by Covered Entity, per HIPAA.

h. Internal Practices: Business Associate will make its practices and records available to the Secretary for HIPAA compliance checks.

i. Documentation of Disclosures: Business Associate will document PHI disclosures for accounting purposes per 45 C.F.R. 164.528.

j. Access to Documentation: Business Associate will provide disclosure documentation to Covered Entity or Individuals as requested.

k. Breach Notification: Business Associate will notify Covered Entity of any Breach of Unsecured PHI within 10 days, providing necessary information per HITECH Act Section 13402.

l. Minimum Necessary: Business Associate will limit PHI use, disclosure, or requests to the minimum necessary.

3. Obligations of Covered Entity

a. Covered Entity will safeguard PHI until received by Business Associate.

b. Covered Entity will provide its notice of privacy practices and updates.

c. Covered Entity will notify Business Associate of changes in PHI permissions or restrictions.

4. Term and Termination

a. Term: This BAA begins on the Effective Date and ends when all PHI is returned or destroyed, or protections are extended if return/destruction is infeasible. Provisions survive as needed for HIPAA compliance.

b. Material Breach: A material breach not cured within 30 days of notice allows termination.

c. Cure Efforts: The non-breaching party may terminate the BAA if a breach is not cured within 30 days or report violations to the Secretary if termination is infeasible.

d. Legal Proceedings: Either party may terminate if the other is found to violate HIPAA in legal proceedings.

e. Effect of Termination: Business Associate will return or destroy PHI (subject to Section 17 of the Terms) unless infeasible, in which case protections will be extended.

5. Amendment to Comply with Law

The parties will amend this BAA as needed to comply with evolving privacy and security laws. Either party may terminate the BAA with 30 days’ notice if the other fails to negotiate amendments promptly.

6. No Third-Party Beneficiaries

This BAA confers no rights on third parties.

7. Effect on Agreement

All Terms of Use remain in effect unless inconsistent with this BAA.

8. Interpretation

This BAA will be interpreted to ensure HIPAA compliance, resolving ambiguities in favor of compliance.

9. Regulatory References

References to HIPAA or HITECH sections include amendments and compliance requirements.