Terms of Service

These Terms of Service, together with our Privacy Policy, any Product Terms, any Service Agreement, as well as any policies we may provide from time to time (collectively, as the same may be updated from time to time, the “Terms”) govern your (“You”, or the “Client”) relationship with InnoviHealth Systems, Inc. (“InnoviHealth”, and each of Client and InnoviHealth are a “Party”, and collectively, the “Parties”), and constitute a binding legal agreement between You and InnoviHealth. By using any of our Services, you agree to, and to be bound by, the Terms. If at any time you do not agree with the Terms, you may not use our Services. “Services” include each of the various software products and services we make available from time to time, including via InnoviHealth.com, as well as linked and affiliated websites (the “Website”).

1. SERVICES; ACCOUNT VERIFICATION

1. Subject to your complete and ongoing compliance with all the Terms, including the payment of any applicable Fees, InnoviHealth will provide you with the Services you’ve purchased through our Website or elected pursuant to a Service Agreement. InnoviHealth may update the features and functionality from time to time without affecting your obligations hereunder. You may only use the Services in accordance with the Terms and other documentation we may provide from time to time. You may not assign, reproduce, distribute, publicly display, or publicly perform any part of the Services. You may not use the Services for any purpose other than a purpose for which the Service is expressly designed. If you are prohibited under applicable law from using any Service, you may not use it.

2. If you are a healthcare provider or an employee or agent of a healthcare provider, telehealth company or any person or entity who provides services to any of the foregoing, in order to comply with applicable laws, rules and regulations, you may be required to, as necessary, verify your identity and credentials after registering your account. After you have completed the registration process, we will send you an email providing the steps required to complete the verification process. If you are required to but do not complete the verification process, you may not be permitted to use the Services. We reserve the right to modify the verification process, including but not limited to automating the verification process, at any time in our sole discretion.

2. RESTRICTIONS AND PROHIBITED USES. YOU MAY NOT:

1. use the Services if you are under the age of 18;

2. use or access (or attempt to use or access) any of the Services (i) by any means other than through the interface that is provided by InnoviHealth unless you have been specifically allowed to do so in a separate agreement with InnoviHealth, or (ii) through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any file present on the Services

3. use the Services for any illegal purpose, or in violation of any local, state, national (including any laws regarding the export of data or software to and from the United States or other relevant countries), or international law;

4. interfere with security-related features of the Services, including without limitation by (i) disabling or circumventing features that prevent or limit use or copying of any content, (ii) reverse engineering or otherwise attempting to discover the source code of the Services or any part thereof except to the extent that such activity is expressly permitted by applicable law or (iii) removing any copyright notices;

5. interfere with the operation of the Services or any user’s enjoyment of the Services, including without limitation by (i) upload or otherwise disseminate viruses, adware, spyware, worms, or other malicious code; (ii) collect or attempt to collect personal information about any person without consent; (iii) take any action (directly or indirectly) that imposes or may have an unreasonable or disproportionately large impact on InnoviHealth’s or its third party providers’ infrastructure; or (iv) interfere with or disrupting any networks, equipment, or servers connected to or used to provide the Services, or violate the regulations, policies, or procedures of such networks, equipment, or servers;

6. provide us with any inaccurate, false or misleading information at any time;

7. perform any fraudulent activity including impersonating any person or entity, claiming false affiliation; or misrepresenting the source, identity or content of information transmitted via the Services;

8. allow access to the Services to, or sell or otherwise transfer the access granted to the Services hereunder to, anyone other than your authorized users; or

9. attempt to do any of the foregoing in this Section 2, or assist or permit any persons in engaging or attempting to engage in any of the activities described in this Section 2.

3. PRIVACY POLICY. Please read our Privacy Policy, which describes our collection, use, and disclosure of your personal information.

4. FEES AND SUBSCRIPTIONS

1. Client shall pay InnoviHealth the fees (collectively, “Fees”) set forth on the Website or in a Service Agreement by means of credit card payment, ACH, draft payment, wire transfer, PayPal, or other methods we may make available from time to time. Client authorizes InnoviHealth to charge or debit (as the case may be) the full amount of the fees when due. Fees are payable in advance and not refundable under any circumstances unless otherwise agree to in a separate Service Agreement. Any payment not made (i.e., if any charge or debit is declined or subject to a chargeback) when due shall bear interest at a rate of one and one-half percent (1.5%) per month (or such other amount not to exceed the maximum amount permitted by law) from the first date of such delinquency until payment is made, in addition to any costs and fees associated with the late payment, dispute or chargeback. All charges and fees listed on the Website or a Service Agreement exclude taxes and mandated withholdings, if any, and all Fees shall be paid in full, without any deduction or withholding for taxes, levies, duties, tariffs, or other charges of any nature imposed by any governmental authority. If InnoviHealth is required to pay sales, use, value-added or other taxes resulting from sales made under these Terms, including via the Website or any Service Agreement, then such taxes will be billed to Client and paid to InnoviHealth by Client. If InnoviHealth approves your account for payment via invoice, Fees more than 30 days overdue shall incur a late fee of the greater of 1% per month or $25, and returned checks or chargebacks shall incur a fee of $40.

2. Certain Services may be sold on an automatically renewing subscription (“Subscription”) basis. In the case of such Services, you authorize InnoviHealth to charge the credit card designated during your Subscription creation process, the Fees, and any applicable tax, at the recurring term interval chosen by you. Unless you notify us before a charge that you want to cancel or do not want to automatically renew a Subscription, your Subscription will automatically continue at the end of each term and you authorize InnoviHealth to charge you the then-applicable Fees. InnoviHealth may from time to time change the price applicable to any Subscription, which will be effective upon the subsequent renewal thereof. No refunds for any Subscription will be given, except, solely with respect to annual Subscription purchases, you may cancel the purchase and request a refund if you provide notice to us within 28 days from the date of purchase, and no refunds will be if requested later than 28 days from purchase.

3. YOUR OBLIGATION TO PAY IS ABSOLUTE AND NOT CONTINGENT, IN ANY MANNER, ON COMPLETION OF ANY VENDOR REGISTRATION, ONBOARDING PROCESSES, SUBMISSION OF TAX OR COMPLIANCE DOCUMENTATION, OR PROVISION OF ANY OTHER INFORMATION OR ADMINISTRATIVE TASKS REQUIRED BY THE CLIENT, OR IN THE CASE WHERE WE AGREE TO PERMIT YOU TO PAY UPON RECEIPT OF AN INVOICE, INVOICING THROUGH DESIGNATED PORTALS OR SYSTEMS, IN EACH CASE OTHER THAN REQUIREMENTS OF LAW (E.G., FORM W-9) AND PAYMENT INFORMATION AND INSTRUCTIONS.

5. THIRD PARTY SERVICES. InnoviHealth’s provision of the Services depends, in part, on services and products, provided by third parties, and not by InnoviHealth (such services hereinafter referred to as “Third-Party Services”). Client is solely responsible for reviewing and understanding any applicable terms and conditions, as well as any fees, if any, governing any Third-Party Services. InnoviHealth may share your information with Third-Party Services as set forth in our Privacy Policy. Client agrees that any such third-party, and not InnoviHealth, is responsible for the performance of the Third-Party Services. InnoviHealth is not responsible for the information contained in any third-party website, for any information provided via a Service that is received from Third-Party Services, or for any inability to use such third-party website or Third-Party Services. Access to any third-party website or Third-Party Services is at your own risk, and you acknowledge and understand that they might contain terms and privacy policies, that are different from those of InnoviHealth, and you may incur additional fees owing to such third parties in respect of your use of Third-Party Services.

6. OWNERSHIP; PROPRIETARY RIGHTS

1. The Services are owned and operated by InnoviHealth. Elements of the Services, including graphics, design, compilation, information, data, computer code (including source code or object code), products, and software (the “Service Materials”) provided by InnoviHealth are the property of InnoviHealth or its third-party licensors and are protected by all relevant intellectual property and proprietary rights and applicable laws. You may not modify, rent, lease, loan, sell, distribute or create derivative works based on the Service Material (either in whole or in part).

2. Certain of our Services may allow you to provide information or data to us to generate new content (each, a “Generative Service”, and such new content “Output”)

   1. Subject to the Privacy Policy, you hereby grant InnoviHealth an irrevocable, non-exclusive, transferable, royalty-free, sublicensable, worldwide license to use, modify, reproduce, publicly display, publicly perform, distribute, sublicense, store, collect, copy, transmit, transfer, process, and make derivative works of any information or data that you provide to any Generative Service (“Inputs”), including without limitation (i) to provide the Generative Service, and (ii) to permit InnoviHealth to develop and improve the Services as well as new products, updates, enhancements and other services. You will ensure that you have the prior consent of any third party necessary to provide the Inputs to us and have the Inputs processed by the Services, including but not limiting ensuring that you have legally appropriate disclosures and consents in your customer facing agreements and policies, including your privacy policy.

   2. As between InnoviHealth and Client, Client owns the Outputs, but Client grants InnoviHealth a non-exclusive, perpetual, sublicensable license to use the Outputs to improve the Services, provide support to you or any other use reasonably related to the provision of the Services to Client. Client is solely responsible for all use of the Outputs and for evaluating the accuracy and appropriateness of Outputs for Client’s use, including, without limitation, compliance with any professional obligations and guidelines applicable to the use of any Outputs.

7. FEEDBACK. If you provide InnoviHealth with any comments, bug reports, feedback, or modifications proposed or suggested by you for the Services (“Feedback”), InnoviHealth shall have the right to use and exploit such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the Services without providing compensation to you. You hereby grant InnoviHealth a perpetual, irrevocable, sublicensable, royalty-free, nonexclusive license under all rights necessary to so incorporate, use and exploit the Feedback for any purpose.

8. CONFIDENTIALITY. “Confidential Information” means any proprietary, confidential and/or trade secret information concerning or relating to the property, business and affairs of InnoviHealth (the “Disclosing Party”) to the Client (the “Receiving Party”) related to the Services or these Terms. Confidential Information may be disclosed orally or in writing, whether marked as “confidential” or a reasonable party under the circumstances of disclosure would understand to be confidential. Confidential Information includes SOC 2 reports, information security specifications, project proposals, technological processes, product forecasts, trades secrets, product designs, pricing information, software designs, hardware or system designs, technology specifications, source code, object code, graphic designs, report templates, systems architecture, and systems functionalities. Confidential Information shall not include, and the obligations herein shall not apply to, information that: (i) is now or subsequently becomes generally available to the public through no fault of Receiving Party; (ii) Receiving Party can demonstrate was rightfully in its possession prior to disclosure to Receiving Party by Disclosing Party; (iii) is independently developed by Receiving Party without the use of any Confidential Information provided by Disclosing Party; or (iv) Receiving Party rightfully obtains from a third party who has the right, without obligation to Disclosing Party, to transfer or disclose such information. Disclosing Party warrants that it has the right to disclose the Confidential Information to Receiving Party. Receiving Party will protect the Confidential Information with at least the same degree of care that the Receiving Party uses to protect its own confidential information, but in no case, less than reasonable care. Receiving Party will hold in strict confidence and not disclose the Confidential Information to any individual or third party except to the Receiving Party’s affiliates and its and their respective employees, directors, officers, potential sources of financing, independent contractors, agents, consultants, and professional advisors (collectively, “Authorized Recipients”) who have a need to know or as expressly approved in writing by the Disclosing Party, and will use the Confidential Information for no purpose other than as necessary in relation to the Services. The Receiving Party may disclose certain Confidential Information, without violating the obligations of this Section 8 to the extent such disclosure is required by applicable law, regulation or a valid order of a court or other governmental body having jurisdiction, provided that the Receiving Party: (x) provides the Disclosing Party with reasonable prior written notice of such disclosure (to the extent legally permitted), (y) gives the Disclosing Party an opportunity to challenge or limit the disclosure requirement or seek an appropriate protective order, and (z) reasonably cooperates with the Disclosing Party to narrow the scope of such disclosure to only that portion of the Confidential Information that is necessary to fulfill the order or requirement. Upon request of the Disclosing Party, the Receiving Party will promptly return or destroy all documents and other tangible materials representing the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, Receiving Party shall be permitted to retain copies of the Disclosing Party’s Confidential Information solely for archival, audit, legal and/or regulatory purposes, provided that any Confidential Information so retained will: (a) remain subject to the obligations and restrictions contained in this Section 8 and (b) in a manner consistent with the retaining party’s routine document retention policies and procedures. The obligations with respect to the non-use, non-disclosure, and protection of the Confidential Information received prior to the termination of these Terms shall survive any expiration or termination of the Terms for a period of five (5) years from the date of disclosure.

9. TERM AND TERMINATION; SURVIVAL.

1. Your purchase of any Services on the Website will begin on the date of purchase. Any Service Agreement will commence on the effective date set forth therein. Each purchase of Subscription Services shall automatically renew for successive term unless terminated by written notice by any of the parties to the other party not less than thirty days prior to the end of the term then in effect. If you would like to terminate these Terms, you may do so at any time when no Service Agreement is in effect, or by terminating all Service Agreements then in effect, and by ceasing your use of the Services and notifying us of your desire to terminate these Terms, but no refunds for amounts paid will be provided, and you will remain responsible for any Fees incurred prior to termination. If either party breaches the Terms in any material respect, the non-breaching may terminate the Terms or any specific Service Agreement upon notice to the other party, and in such case no refunds will be provided.

2. Upon any termination of these Terms, Sections 4 through 14 and 16 through 20 shall survive any termination of these Terms.

10. MODIFICATIONS. InnoviHealth may change, modify, add, or remove portions of the Service, or change, modify, add, or remove portions of these Terms at any time by posting an updated version on this page. It is your responsibility to review this page, and your continued use of the Services indicate your agreement to any updated Terms from time to time. Other than as set forth above, the Terms may only be amended or modified by a written agreement signed by each of Client and InnoviHealth. If you do not agree with the Terms at any time, including following any modifications thereof, then you must discontinue your use of any Services.

11. WARRANTY AND DISCLAIMERS. Except as may be set forth in any Product Terms or Service Agreement, the Services are provided on an “as is” basis, without warranty of any kind. Without limiting the previous sentence, InnoviHealth makes no representation, warranty or guarantee that the Services will meet customer’s requirements or expectations or perform in any way, that the Outputs will be accurate or appropriate, that defects will be corrected, or regarding any third-party services. To the maximum extent permitted by applicable law, InnoviHealth disclaims all warranties, express, implied, statutory or otherwise, including but not limited to implied warranties of fitness for a particular purpose, merchantability, title, quality, and noninfringement. InnoviHealth will not be responsible or liable for any Third-Party Services or third-party content (including for any delays, interruptions, transmission errors, security failures, and other problems caused by these items). Without limiting the foregoing, InnoviHealth and its employees and agents shall not be held responsible or liable for any error, inaccuracy, or omission in any report or analysis Client prepares in connection with or through use of the Services, or for any damages resulting therefrom.

12. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, INNOVIHEALTH WILL NOT BE LIABLE FOR ANY INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, PUNITIVE AND/OR INCIDENTAL DAMAGES, ARISING OUT OF OR RELATING THESE TERMS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL INNOVIHEALTH’S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS EXCEED THE GREATER OF (I) FEES PAID BY YOU DURING THE MOST RECENT ONE-YEAR PERIOD AND (II) FIVE HUNDRED DOLLARS ($500).

13. INDEMNITY; INDEMNIFICATION PROCESS.

1. InnoviHealth shall hold harmless, defend and indemnify Client, its employees, directors, officers and agents (each, an “Indemnified Person”), from and against any suit, proceeding or other claim that: (i) is caused by, arises from, or relates to the gross negligence or willful misconduct of InnoviHealth in its provision of the Services, or (ii) alleges that any part of the Services infringes upon any patent, copyright, trademark, trade secret or other intellectual property right of a third party; provided however, InnoviHealth will have no obligation to defend or indemnify Client to the extent any claim arises out of Client’s combination of Client hardware or software, or other materials, services or methods with the Services in a way or manner that is (a) unauthorized or unanticipated by InnoviHealth, (b) not a customary use of the Services, or (c) inconsistent with the documentation provided by InnoviHealth.

2. Client shall hold harmless, defend and indemnify InnoviHealth and its Indemnified Persons from and against any suit, proceeding or other claim that: (i) alleges that any materials furnished by Client to InnoviHealth in connection with the Terms infringes upon any patent, copyright, trademark, trade secret or other intellectual property right of a third party, or (ii) is caused by, arises from, or relates to: (a) the gross negligence or willful misconduct, act or omission of Client in the use of the Service(s); or (b) Client’s breach or alleged breach of these Terms; any alleged or actual mis-use of Client’s accounts, passwords or other credentials; Client’s access to, use of, or alleged use of the Services; Client’s Feedback; any content Client submits to the Services; Client’s violation of applicable law or any third-party right; and any actual or alleged fraud, intentional misconduct, gross negligence, or criminal acts committed by Client.

3. Neither Party will have an obligation to defend or indemnify the other Party to the extent any suit, proceeding or claim indemnifiable hereunder arises arising out of such Party’s own gross negligence, willful misconduct or breach of the Terms.

4. If a claim is made against either Party, the Party in receipt of such claim (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) in writing no later than ten (10) days after receipt of such notification of a potential claim. The Indemnifying Party may assume sole control of the defense of such claim and all related settlement negotiations. The Indemnified Party will provide the reasonable assistance, information and authority necessary to assist the Indemnifying Party in its obligations, at the Indemnifying Party’s expense. The Indemnifying Party may not settle any such matter without the consent of the Indemnified Party as to any settlement that imposes an obligation on, or requires any admission by, the Indemnified Party. Failure of the Indemnified Party to promptly notify the other will not relieve the Indemnifying Party of its obligations except to the limited extent such delay prejudices the Indemnifying Party.

14. GOVERNING LAW AND DISPUTE RESOLUTION. The Terms will be governed by, and construed and interpreted in accordance with, the laws of the State of Utah without giving effect to conflict of law principles. InnoviHealth and Client agree that any disputes arising out of or relating to the Terms will be resolved exclusively in the state or federal courts located in Utah County, Utah, and InnoviHealth and Client submit to the personal and exclusive jurisdiction of those courts. In any such action or proceeding, the prevailing Party shall be entitled to recover from the non-prevailing Party, in addition to any other remedies under these Terms, at law, or in equity, all reasonable costs, fees, and expenses, including, without limitation, reasonable attorneys’ fees and court costs. Client waives any claims that may arise under the laws of other jurisdictions. Notwithstanding the foregoing, Client agrees that (a) no adequate remedy exists at law for any breach of Section 2 (Restrictions and Prohibited Uses) and Section 8 (Confidentiality; (b) damages resulting there from would be difficult to determine, (c) such breach would cause irreparable harm; and (d) a grant of injunctive relief provides the best remedy for any such breach. Client will not oppose such injunctive relief and waives any demand that InnoviHealth proves actual damages or posts a bond or other security in connection therewith.

15. FORCE MAJEURE. Any delay in or failure of performance by either Party under these Terms (other than a failure to comply with payment obligations) shall not be a breach of these Terms if and to the extent caused by events beyond the reasonable control of the Party affected, including without limitation, acts of God, embargoes, governmental restrictions or actions, strikes (other than those only affecting Client), riots, wars or other military action, civil disorders, rebellion, acts of terrorism, fires, floods, vandalism, sabotage, or global pandemics (collectively “Force Majeure Events”). Market conditions and/or fluctuations (including a downturn of Client’s business or tariffs) are agreed not to constitute Force Majeure Events. The Party whose performance is affected by such events shall promptly notify the other Party, giving details of the circumstances surrounding Force Majeure Event then occurring, and the obligations of the Party giving such notice shall be suspended only to the limited extent caused by such Force Majeure Event and only for so long as such Force Majeure Event continues.

16. NOTICES. InnoviHealth will provide notices to Client (i) on the Website or otherwise through the Services, including when you create an account or (ii) to the address you provide in any Service Agreement. Client may provide notices to InnoviHealth at 62 East 300 North, Spanish Fork, UT 84660 or info@innovihealth.com.

17. INTELLECTUAL PROPERTY. We will respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, in the United States, the Digital Millennium Copyright Act). If you believe that your intellectual property rights have been infringed, please submit your complaint to support@innovihealth.com.

18. COMMUNICATIONS. If you choose to provide us with a telephone number (including a wireless/cellular, mobile telephone number) and/or email address, we may communicate with you for transactional or everyday business purposes (including identify verification). Such communications include, but are not limited to, live telephone calls, prerecorded or artificial voice message calls, text messages, and calls made by an automatic telephone dialing systems. We may also use this information in accordance with our Privacy Policy, including by sending you marketing communications, which you may opt-out of at any time.

19. ACCOUNT CANCELATION. It is solely up to the Client to cancel the Subscription when and if the Client no longer wishes to continue to use the Service. InnoviHealth will not under any circumstances, deactivate a User’s access or a Clients account without specifically being instructed to do so by the Client, or upon non-payment of fees due. A cancel account button is available to the Client in account administration. If Client wishes to cancel their account by any other method of communication, it is up to the Client to make sure that InnoviHealth receives that communication and that the Client’s account is canceled accordingly. InnoviHealth is under no obligation to refund any subscription payments because Client failed to properly cancel their subscription.

20. MISCELLANEOUS. These Terms constitute the agreement between InnoviHealth and Client regarding the Services, and supersedes all prior or contemporaneous oral and written negotiations, commitments, and agreements with respect to the Services. You may not assign or transfer the Terms or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. InnoviHealth may assign the Terms at any time without notice. The failure to require performance of any provision of the Terms will not affect either Party’s to require performance at any time thereafter, nor will a waiver of any breach or default of the Terms constitute a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers and titles are for convenience only and will not have any impact on the interpretation of particular provisions. In the event that any part of the Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible and the remaining parts will remain in full force and effect. InnoviHealth may refer to the parties’ agreement and InnoviHealth provision of Services to Client, and Client will reasonably cooperate with InnoviHealth in connection with the foregoing. Unless agreed in writing, Client may not refer to these Terms or InnoviHealth’s provision of Services to the Client. There are no intended third-party beneficiaries to these Terms, and it is Client and InnoviHealth’s specific intent that nothing contained in these Terms will give rise to any right or cause of action, contractual or otherwise, in or on behalf of any third party

innoviScribe Product Terms

innoviScribe is a “Service” and a “Generative Service” as such terms are defined in the InnoviHealth Terms of Service. By purchasing the innoviScribe Service on the Website or pursuant to a Service Agreement, you agree to be bound by the following terms (the “innoviScribe Product Terms”). Please ensure that you read these Terms carefully before signing up. The innoviScribe Product Terms supplement the InnoviHealth Terms of Service, and capitalized terms used but not defined herein shall have the meanings given such terms therein.

1. Service. If you purchase innoviScribe, we will make available to you the innoviScribe platform and app. innoviScribe is designed and intended to be used by healthcare providers, telehealth companies and any companies that provide services relating to any of the foregoing. The innoviScribe Service is a tool that enable these constituencies to better serve their patients and customers, and do not, in any circumstance, constitute the provision of medical advice by InnoviHealth.

2. Your Rights. Subject to your complete and ongoing compliance with all the Terms, including the payment of any applicable Fees, InnoviHealth will provide you and your end users with the innoviScribe Service. InnoviHealth may update the features and functionality from time to time without affecting your obligations hereunder. To the extent that your use of innoviScribe involves the use and/or integration of the Platform or any of the innoviScribe APIs, you may use such elements of the innoviScribe Service to: (i) develop and implement applications to assist you to access and use innoviScribe (collectively, “User Applications”); and (ii) use the Platform, any API and/or any code related to either for the sole purposes of designing, developing, and testing such User Applications.

3. Availability. Your access to innoviScribe may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or functionality. We will not be liable to you if innoviScribe is unavailable from time to time.

4. Artificial Intelligence. As a Generative Service, innoviScribe uses artificial intelligence, including Third-Party Services, which assist in processing Inputs to generate outputs. The innoviScribe Outputs are meant to help inform medical decisions and recommendations and not replace the advice of licensed and trained healthcare professionals. Neither us nor our Third-Party Service providers are liable for any decisions, interpretations, treatments or otherwise for any determination which a healthcare provider makes based on the Outputs. We currently use the following Artificial Intelligence Third Party Services: Anthropic (anthropic.com)

5. HIPAA. While using the innoviScribe, you will comply with all laws, rules, and regulations applicable to you and/or your business, including the Health Insurance Portability and Accountability Act (“HIPAA”). You represent and warrant that you have all rights necessary to provide us with any information covered by HIPAA that you use or provide to us as part of your use of the Services. If either you or your organization are subject to HIPAA as a Covered Entity or Business Associate (as defined in HIPAA) and intend to use the Services in a manner that will cause us to create, receive, maintain, or transmit Protected Health Information (as defined in 45 CFR §§164.501 and 160.103, limited to the information created or received by Business Associate from or on behalf of Covered Entity) on your behalf, then, before using our Services you agree to the Business Associate Agreement set forth below in Appendix I, and if at any time you do not agree to such Business Associate Agreement you may not use the Services.