These platform Terms of Service (“Terms of Service”) is a legal agreement between you and Neolytix LLC. These Terms of Use specify the terms under which you may access and use our proprietary software as a service (SaaS) platform that is made available to you as a web application and/or a mobile application (the “Platform”). 

The customer represents and warrants that: (ii) they have read and understood these Terms; and (iii) customer agree to these Terms (including the Business Associate Agreement, the “BAA”).  Permission to access and use NeoScribe is conditional upon you agreeing to these Terms. These Terms are effective as of the date you first click “I agree” (or similar button or checkbox) or use or access NeoScribe, whichever is earlier (the “Effective Date”). 

1. Definitions 

1.1  “NeoScribe Application” means NeoScribe proprietary medical scribing (non-medical tool) mobile application or suite of mobile applications and/or website, including any software, modules, functions, features related to such applications or otherwise made available by Neolytix to its customers and their Authorized Users, and all technology resources supporting the Services.   

1.2 “Authorized User” means any individual that customer designates in writing to Neolytix for authorized access to the Services on customer’s behalf pursuant to the Product Form. Provided that such individuals and entities are not known competitors of Neolytix and each have entered into an agreement with customer that requires such individuals and entities to comply with terms no less protective of the Services than those set forth in Product Form.  

1.3 “Business Associate Agreement” (or “BAA”) means the agreement between the Parties which governs the creation, use, maintenance, and disclosure of Protected Health Information (as defined by HIPAA) under HIPAA 1996, which such agreement is herein incorporated by this reference. 

1.4 “HIPAA” means the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, and the related regulations, as they may be amended from time to time.  

1.5 “Service(s)” means the services identified in a Product Form (as defined below) , including the associated software, limited access and use rights to the Neoscribe Application(s), hosting services, support services, Note builder Platform, other generally applicable services Neolytix provides to its customers in accordance with the Product Form and any other associated professional services. 

1.6 “Product Form” means a service document entered between customer and Neolytix pursuant to the terms set forth in this Agreement.  

1.7 “Intellectual Property Rights” means all past, present, and future rights of Neolytix, which may be created under the laws of any jurisdiction in the world: (a) rights associated with works of authorship, including exclusive exploitation rights, copyrights, moral rights, and mask work rights; (b) trademark and trade name rights and similar rights; (c) trade secret rights (d) patent and industrial property rights; (e) other proprietary rights in intellectual property of every kind and nature; and (f) rights in or relating to registrations, renewals, extensions, combinations, divisions, and, and applications for, any of the rights referred to in clauses (a) through (f) of this sentence.  

1.8 “Confidential Information” means any and all technical, business, client or proprietary information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), directly or indirectly, including, but not limited to, information regarding the Disclosing Party’s business strategies and practices, nonpublic financial information, pricing, methodologies, trade secrets, know-how, technology, software, product plans, services, relationships with any third party, client lists and information regarding the Disclosing Party’s employees, clients, vendors, consultants and Affiliates regardless of whether such information is marked “confidential” or some other proprietary designation, but which by its nature is information that would reasonably be considered to be confidential information of the Disclosing Party. Neolytix Confidential Information includes, without limitation, the Services, the Neoscribe Application, and any associated software whether in source or executable code, the Documentation, and the results of any performance tests of the Services, including, without limitation, customer Data is the Confidential Information of customer.   

1.9 “Post-Processed Data” means data created in and/or processed by the NeoScribe Application and thereafter submitted into customer’s EMR.  

1.10 “Customer Data” means any data, records, materials, files, information, content whether (i) patient related or (ii) non- patient, including but not limited to any administrative, operational, financial , technical or any associated Intellectual Property Rights (as defined under section 1.7) of customer (a) uploaded, transmitted, received, or stored by or on behalf of customer, or  (b) provided or made accessible by customer to Neolytix under this Agreement.  

1.11 “Customer Materials” means the equipment, software, programs or other materials provided by the customer to Neolytix in order to permit Neolytix to provide the Services to customer.  

1.12 “Affiliate” means, with respect to any entity, any other present or future entity controlling, controlled by, or under common control with such entity. For the purposes of this definition, control (and its derivatives) means, with respect to any entity, the possession, direct or indirect, of the power to solely direct or cause the direction of the management or policies of such entity, whether through the ownership of voting securities (or other ownership interest), by contract or otherwise. 

1.13 “Disputes” shall be any breach of obligations under this agreement, or any difference upon any existence, non-existence or interpretation upon the terms and conditions of this agreement.   

2. Services and Responsibilities 

2.1 Access and Use 
Subject to the terms and conditions of this agreement Neolytix will make the NeoScribe Application available to customer pursuant to this Agreement and the applicable Product Form, and hereby grants customer a non-exclusive, non-transferable right to access and use of the NeoScribe Application during the Term solely for its internal business purposes in accordance with the applicable Product Form. Neolytix may modify or discontinue functions, features, components of the application at any point. Discontinued use constitutes acceptance of changes. Neolytix will provide technical support in accordance with the support terms specified in the applicable Product Form.   

2.2. Restrictions  

Customer shall not: (a) copy, modify, or create derivative works of any portion of the NeoScribe Services, NeoScribe Application or Documentation; (b) sell, rent, lease, lend, license, sublicense, distribute, or otherwise transfer the Services, Application or the Documentation to any third party; (c) decompile, disassemble or reverse engineer any portion of the Services, NeoScribe Application or the associated software; (d) write or develop any derivative software or service based upon the Services, the Neolytix Application, the Documentation or any NeoScribe Confidential Information (as defined below); (e) use the Services to provide processing or other services to third parties.   

2.3 Client Responsibilities 

(i) Customer acknowledges that NeoScribe application is dependent on customer providing all reasonably required cooperation (including the prompt provision of access to customer’s applications, software systems, personnel, cooperation and materials as reasonably required and any other access as may be specified in the applicable Product Form), and customer will provide all such cooperation in a diligent and timely manner. If the customer delays any obligations, Neolytix may adjust the Service launch dates accordingly, without penalty. 
(ii) Customer and its Authorized Users are solely responsible for (i) providing any notices or obtaining any permissions, consents, and rights necessary for Neolytix to process any Customer Data generated from such features and (ii) complying with any applicable laws and regulations relating to the recording of conversations (including any federal or state wiretapping laws). 

(iii) The generated note shall be a draft and must be reviewed, edited, and signed by a licensed clinician before it is entered into the official medical records of the provider. 

(iv) The Services are information tools only and are not intended to diagnose, treat, cure, or prevent any disease. The customer retains sole responsibility for all medical decisions. 

(v) Customer must maintain a system to track, verify and obtain patient consent for all data shared with Neolytix and notify Neolytix immediately of any consent revocation by the patient. Any lapse in consent management by customer shall constitute a material breach of this agreement.  

 3. Software Payment Terms 

3.1Neolytix shall provide the customer with access to the Platform free of charge initially for 30 (thirty) days when they sign up to use the Platform. Such access is limited to evaluating the Platform to determine whether to purchase a subscription for the Platform.  Neolytix reserves the right in our sole discretion to terminate client and their Authorized Users’ access to the Platform during the trial period at any time. Client may cancel the trial access at any time during the trial period, as per their use and convenience.  

3.2 The client may later decide to purchase a paid subscription to the Platform by notifying Neolytix. Software subscription fee shall be billed at the end of each month (due date). Neolytix shall automatically charge the payment method on file for due invoices. Non-payment shall result in immediate suspension of the services. Neolytix shall not be liable for any consequence arising from such suspension.   

3.2 Notwithstanding anything to the contrary set forth in this Agreement, during any trial period, Neolytix will have no warranty, indemnity, support or other obligations; Neolytix will have no liability for any harm or damage arising out of or in connection with the platform; and customer and their Authorized Users use of the Platform is at your own risk. 

 4. Term and Termination 

4.1 Trial Subscription: The term of the trial subscription will continue in accordance with the term window stipulated under Section 3.1. 

4.2 Paid Subscriptions. If customer is accessing NeoScribe application via a paid subscription, this Agreement will be in effect for the subscription term set forth in the Product Form and automatically renew for additional, successive renewal terms of equal length unless either party provides the other party with written notice of non-renewal at least (30) days’ before the end of the then-current renewal term.  

4.3 Termination: (i) Each party may also terminate this Agreement (or the corresponding Product Form) immediately when (a) the other party commits any material breach of this Agreement or (b) subject to applicable law, upon the other party’s liquidation, commencement of dissolution proceedings or assignment of substantially all its assets for the benefit of creditors, or if the other party becomes the subject of bankruptcy or similar proceeding.  

(ii) Neolytix reserves the right to terminate access immediately for technical, security or operational reasons without liability.   

4.4 Effect of Termination.  

(i)Upon termination or expiration, each party must return or certify destruction of all Confidential Information and written materials containing the other party’s Confidential Information, without retaining copies (unless destruction is impractical or technically unfeasible); and (a) Neolytix will certify destruction of PHI in its possession (unless such return or destruction is not reasonably practical or is infeasible) in accordance with the terms of the BAA. 
(ii) Client shall pay fees for all the work performed by Neolytix up until the date of termination including the interest rate levied from the due date and any damages incurred.   

 5. Proprietary Rights 

5.1 Neolytix Rights- The Services, NeoScribe Application, Usage Data, Documentation and any associated software, including all Intellectual Property Rights therein or relating thereto, and any improvements, enhancements or modifications to any of the foregoing, are and shall remain the exclusive property of Neolytix. All user feedback and suggestions shall become Neolytix’s exclusive property without compensation. All synthetic data generated by the NeoScribe application during the alpha testing is Neolytix sole property and may be used for product improvement without restriction. 

5.2 Customer Data and Materials- Customer, or its licensors, shall retain all rights, title and interest to Customer Data and Customer Materials. Neolytix may use the Customer Materials and Customer Data for the sole purpose of providing and improving the Services and the NeoScribe Application, including additional features thereof, and to perform its obligations under this Agreement. 

 6. Confidentiality 

Neither Party shall disclose the other’s Confidential Information as defined under section 1.8 to third parties or use it for purposes beyond this Agreement. Each Party shall protect the other’s Confidential Information with at least the same care as its own, ensure employees don’t violate these terms, and require any permitted agents/subcontractors to follow equally stringent confidentiality obligations. customer agrees not to disclose screenshots, workflows or unreleased/released features of NeoScribe application to third party without Neolytix consent.

 7. Limitation to Liability 

7.1 Customer will be responsible for obtaining and maintaining any equipment, software and ancillary services needed to connect to, access or otherwise use the NeoScribe Application. The customer will be solely responsible for its failure to maintain its equipment, software and services, and Neolytix will have no liability for such failure.  In addition, Customer will be responsible for ensuring that its systems (e.g., APIs) have sufficient bandwidth to use the NeoScribe Application.

7.2 Post-Processed Data – Customer is solely responsible for the accuracy and verification of any transcripts and reports generated by Customer’s use of the NeoScribe Application, including Post-Processed Data.  The parties hereby agree that Neolytix shall have no liability with respect to any claims arising out any of the foregoing.   

7.3 Customer shall implement appropriate quality assurance processes to verify the generated content approved by qualified licensed healthcare  

7.4. In connection with any warranty, contract, or tort claims: (i) Neolytix shall not be liable for any incidental or consequential damages, lost profits, or damages resulting from lost data or business interruption resulting from the use or inability to access and use the platform, the content, the output, or any related services, even if Neolytix have been advised of the possibility of such damages; and (ii) any direct damages that customer and their authorized users may suffer as a result of their use of the platform, the content, the output, or any related services shall be limited to the total fees paid by you for the term of subscription. 

7.5 Customer affiliates are authorized to use the subscription product and to receive Services from Neolytix on the same terms and subject to the same conditions and obligations as the customer, Client maintains absolute liability for all payment and other duties assumed by their affiliates under the agreement, and for all agreement violations attributed to their affiliates.  

7.6 Neolytix disclaims all liability for medical errors, omissions, or adverse outcomes arising from use of its services or the NeoScribe application, including due to inaccuracies, delays, or misinterpretation of generated content.  

8. HIPAA Compliance 

8.1 Patient Confidentiality. In addition to the general confidentiality provisions in section 6, the Parties acknowledge their responsibility with respect to Protected Health Information (as defined by HIPAA) disclosed by customer to Neolytix , or created by Neolytix on behalf of customer, pursuant to the Product Form. The Parties agree to enter and comply with the applicable Business Associate Agreement with respect to such Protected Health Information. 

8.2 Protected Health Information. Notwithstanding the terms of service, customer hereby grants to Neolytix an irrevocable, non-exclusive, royalty-free, worldwide, perpetual license to (a) use customer’s Protected Health Information to create de-identified data; and (b) use Protected Health Information provided by customer to perform Data Aggregation services relating to the health care operations of customer. The de-identified data is, and shall remain, the exclusive property of Neolytix, and Neolytix may use such data without restrictions, including for research, analytics and modelling process. 

 9. Injunctive Relief 

Customer acknowledges the irreparable harm that improper disclosure of Confidential Information may cause; therefore, Neolytix is entitled to seek equitable relief, including temporary restraining orders, or preliminary or permanent injunctions, in addition to all other remedies, for any violation or threatened violation.  

10. Representations and Warranties 

10.1 Customer represent and warrant that: (i) they have all rights and permissions necessary to provide us with or grant us access to and use of your data, (ii) obtained all necessary and appropriate consents, permissions, and authorizations in accordance with all applicable laws and regulations with respect to Data provided hereunder, including but not limited to, consents from patients, their parents and/or legal guardians, including written consents to record patient visit sessions and authorization for the use, exchange and disclosure of any applicable PHI (collectively, “Consents”) 

10.2 Disclaimer- NeoScribe application is provided ‘as-is’ for testing and evaluating purposes only as a support tool. It disclaims any warranty that the services will be error-free or uninterrupted. Neolytix further disclaims all warranties related to the services, including warranties of merchantability, accuracy of any information provided, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained from Neolytix, will create any warranty not expressly stated in this agreement. 

 11. Indemnification  

Subject to section 3.2, both Parties agree to indemnify, defend, and hold harmless each other’s affiliates, employees, and agents from third-party claims, losses, and expenses (including legal fees) arising from (i) breach of this Agreement (including misrepresentation representations/warranties), (ii) gross negligence, willful misconduct, fraud, illegal acts, (iii) third-party rights violations; provided the indemnified Party promptly notifies, cooperates, and allows the indemnifying Party to control defense/settlement.      

12. Coverage  

Both Parties shall maintain, at their own expense, errors & omissions (E&O), technology liability, and cyber-liability insurance with minimum coverage levels commercially reasonable for their obligations under this Agreement.  

 13. Data Security 

Neolytix shall maintain, and operate in accordance with, an information security program appropriate for the Services and protection of Customer Data. Neolytix will maintain administrative, physical and technical safeguards consistent with applicable industry standards designed to protect the security, confidentiality and integrity of Customer Data. 

 14. Modification to terms 

Neolytix reserves the right to make changes to these Terms at any time. Neolytix agrees to provide prompt written notice of such changes to Client. Client’s continued use of NeoScribe shall constitute their acceptance of the latest Terms. 

 15. Feedback 

Customer may from time to time provide Neolytix suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to NeoScribe Application and Services, Neolytix will have full discretion to determine whether to proceed with the development of any requested enhancements, new features or functionality.  Neolytix will have the full, unencumbered right, without any obligation to compensate or reimburse the Customer, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services.  

General Terms 

16. Entire Agreement 

The terms and conditions of this Agreement (including the Product Form, BAA) supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter between the parties and apply to the exclusion of any other terms or conditions that either party seeks to impose or incorporate or that are implied by course of dealing. 

 17. Assignment 

Neither party hereto may assign this contract or any of the rights and obligations contained herewith to a third party, without prior consent of the other Party. 

 18. Severability 

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. 

 19. Governing Law and Dispute Resolution. 

The Agreement is governed by Cook County Illinois, excluding conflict of law rules. The parties will attempt in good faith to resolve disputes through executive negotiation and mediation. Upon unresolved mediation and negotiation, disputes will be settled by binding arbitration administered by the American Arbitration Association under its commercial rules, with hearings held in Chicago, before a single arbitrator. Judgment on the award may be entered into in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek injunctive or equitable relief in a court of competent jurisdiction for breaches involving confidentiality or intellectual property rights. 

 20. Severance 

Any provision of these terms which is prohibited or unenforceable in any jurisdiction will be ineffective in that jurisdiction to the extent of the prohibition or unenforceability. That will not invalidate the remaining provisions of the terms of service nor affect the validity of enforceability of that provision in any other jurisdictions.  

 21. Waiver 

Failure to enforce any provision is not a waiver of future enforcement. If any provision is held unenforceable, it will be modified to reflect the parties’ intent, and the remaining provisions will remain in effect. 

 22. Force Majeure 

Neither party is liable for delays/failures due to unforeseeable events beyond their control (e.g., terrorism, cyber-attacks, natural disasters, war, or network failures), provided the affected party notifies promptly and makes reasonable efforts to resume performance.