Terms and Conditions

Last Updated: January 20, 2025

Welcome to Medicus Notes (the "App"), a software application owned and operated by UnaryOps LLC ("we," "us," "our," or the "Company"). These Terms and Conditions ("Terms") govern your access to and use of the App as a qualified, licensed medical professional ("you," "User," or "Medical Professional"). The App is designed as an administrative tool to assist you in transforming patient visit audio recordings into structured draft medical SOAP notes ("SOAP Notes") using artificial intelligence ("AI") technology.

By downloading, accessing, registering for, or using the App, you affirm that you are a licensed medical professional, that you have read, understood, and agree to be bound by these Terms, and that you consent to the collection and use of your information as set forth in our Privacy Policy, which is incorporated by reference into these Terms. If you do not agree with these Terms or our Privacy Policy, you must not access or use the App.

1. Description of Service

The App provides a platform for authorized Medical Professionals to record audio from patient visits. This audio is then processed using AI technology to generate draft SOAP Notes. The purpose is to aid in efficient medical documentation. The features and functionalities of the App may be updated, modified, or discontinued at our sole discretion.

2. Eligibility and User Accounts

Eligibility: Access to and use of the App is strictly limited to individuals who are licensed medical professionals in good standing in their respective jurisdictions and who are legally authorized to create and maintain medical records. By creating an account and using the App, you represent and warrant that you meet these qualifications.

Account Registration: You must provide accurate, complete, and current information during account registration and maintain the accuracy of this information.

Account Security: You are responsible for maintaining the confidentiality of your account credentials (username and password) and for all activities that occur under your account. You agree to notify us immediately of any suspected or actual unauthorized use of your account or any other breach of security. The Company will not be liable for any loss or damage arising from your failure to comply with this section.

3. Data Handling, Privacy, and PHI

User Content: All audio recordings, patient information, and the content of SOAP Notes you create, upload, or process through the App ("User Content") are subject to our Privacy Policy. All PHI will be processed in accordance with the Business Associate Agreement attached hereto as Schedule A ("BAA").

AI Processing: User Content, including PHI, will be processed by AI systems, which may include third-party services and our proprietary models. You consent to this processing.

Data Security: We implement commercially reasonable technical and administrative safeguards designed to protect User Content. However, you acknowledge that no data transmission or storage system can be guaranteed to be 100% secure. You are responsible for implementing your own security measures related to your devices and access to the App.

Patient Consents: You represent and warrant that you have obtained all legally required consents from patients for the collection, recording, use, processing, and storage of their information (including PHI) through the App for the purposes of generating SOAP Notes and as otherwise described in these Terms and our Privacy Policy.

4. Use of AI and Accuracy of Generated Notes

AI-Generated Drafts: The SOAP Notes generated by the App are AI-generated DRAFTS. They are not final medical records.

NO GUARANTEE OF ACCURACY: WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, OR SUITABILITY OF ANY AI-GENERATED SOAP NOTES. ERRORS, OMISSIONS, AND MISINTERPRETATIONS CAN AND DO OCCUR WITH AI SYSTEMS.

MANDATORY PROFESSIONAL REVIEW AND RESPONSIBILITY: You, the Medical Professional, are ABSOLUTELY AND SOLELY RESPONSIBLE for:

• Thoroughly reviewing and independently verifying the accuracy and completeness of every draft SOAP Note generated by the App.
• Making any and all necessary corrections, additions, or deletions.
• Exercising your independent professional medical judgment to ensure the clinical appropriateness of the final SOAP Note.
• The final medical record and all patient care decisions, regardless of your use of the App.

The App is an administrative tool only. It does not practice medicine or provide medical services.

5. Intellectual Property Rights

Our IP: The App, its underlying software, AI models (excluding certain third-party components to which we have a license), algorithms, designs, text, graphics, user interface, and all other components and documentation, and all intellectual property rights therein or thereto (collectively, "Company IP"), are and will remain the exclusive property of UnaryOps LLC and its licensors. These Terms grant you no right or license to the Company IP except for the limited right to use the App as expressly permitted herein.

Your IP: You retain all ownership rights in any User Content that does not incorporate any Company IP. However, you acknowledge that AI-generated SOAP Notes may incorporate elements of Company IP, and as such, we retain intellectual property rights in those AI-generated portions.

License to Company for User Content: You grant the Company a limited, non-exclusive, royalty-free, worldwide license to access, use, process, reproduce, modify, and display User Content solely: (i) to provide, maintain, and improve the App and its services to you; (ii) to provide support; (iii) as permitted by our Privacy Policy and, if applicable, our BAA; and (iv) to develop, train, and improve our AI models and services, provided that for this purpose (iv), User Content constituting PHI will only be used in a de-identified or aggregated form in compliance with HIPAA and any applicable BAA.

6. Acceptable Use and Restrictions

You agree to use the App solely for its intended purpose as a medical documentation aid and in compliance with all applicable laws, regulations (including HIPAA), and these Terms. You specifically agree not to:

• Use the App for any unlawful, harmful, fraudulent, deceptive, threatening, harassing, defamatory, or offensive purpose;
• Share your account credentials with unauthorized individuals;
• Use the App to process information of individuals who have not provided appropriate consent;
• Attempt to decompile, reverse engineer, disassemble, or hack the App, or to defeat or overcome any encryption technology or security measures;
• Use any automated system, including "robots," "spiders," or "offline readers," to access the App;
• Use the App in any manner that could damage, disable, overburden, or impair our servers or networks;
• Use the App to transmit any viruses, worms, defects, Trojan horses, or other items of a destructive nature;
• Use the App to generate, store, or transmit any content that infringes any third party's intellectual property or other rights;
• Violate any applicable laws or regulations while using the App.

7. Subscription and Payment

Subscription Terms: Access to the App, or certain features thereof, may be subject to your payment of subscription fees ("Subscription Fees"). All applicable Subscription Fees, billing cycles, and payment terms will be disclosed to you at the time of your subscription or purchase.

Changes to Fees: We reserve the right to change Subscription Fees upon reasonable notice to you. Such notice may be provided through the App, by email, or through other means.

No Refunds: Unless otherwise required by law, all Subscription Fees are non-refundable.

Taxes: You are responsible for all applicable taxes related to your use of the App.

8. Disclaimers of Warranties

THE APP AND ALL CONTENT, INCLUDING AI-GENERATED SOAP NOTES, ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE APP WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION PROVIDED THROUGH THE APP.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE APP SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

9. Indemnification

You agree to indemnify, defend, and hold harmless UnaryOps LLC, its affiliates, and their respective officers, directors, employees, agents, licensors, and service providers from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• (a) Your use or misuse of the App;
• (b) Your User Content;
• (c) Your breach or alleged breach of any of these Terms, including your representations and warranties;
• (d) Your violation of any applicable law, regulation, or professional standard, including but not limited to HIPAA or data privacy laws;
• (e) Your negligence, willful misconduct, or medical malpractice;
• (f) Any claims by patients or third parties arising from your professional services or your use of AI-generated SOAP Notes.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL UNARYOPS LLC, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE APP OR ANY CONTENT (INCLUDING AI-GENERATED SOAP NOTES) OBTAINED THEREFROM.

THIS LIMITATION APPLIES REGARDLESS OF THE THEORY OF LIABILITY (WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SPECIFICALLY, AND WITHOUT LIMITING THE FOREGOING, WE SHALL NOT BE LIABLE FOR ANY DAMAGES, LOSSES, OR INJURIES (INCLUDING PERSONAL INJURY OR DEATH TO PATIENTS) RESULTING FROM:

• (A) ANY MEDICAL DECISIONS, DIAGNOSES, TREATMENTS, PROFESSIONAL MALPRACTICE, OR OTHER ACTIONS OR OMISSIONS MADE BY YOU OR ON YOUR BEHALF, WHETHER OR NOT BASED IN WHOLE OR IN PART ON INFORMATION OR DRAFT CONTENT GENERATED OR OBTAINED THROUGH THE APP;
• (B) YOUR FAILURE TO REVIEW, VERIFY, AND CORRECT AI-GENERATED SOAP NOTES;
• (C) ERRORS, INACCURACIES, OR OMISSIONS IN THE AI-GENERATED SOAP NOTES OR OTHER APP CONTENT.

OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS, DAMAGES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE APP SHALL NOT EXCEED THE GREATER OF (I) THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY YOU TO US FOR USE OF THE APP DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (II) ONE HUNDRED U.S. DOLLARS ($100.00).

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND UNARYOPS LLC. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

11. Termination

Term: These Terms commence when you first access or use the App and continue until terminated.

Termination by You: You may terminate these Terms by ceasing all use of the App and deleting your account.

Termination by Us: We may, in our sole discretion, suspend, restrict, or terminate your access to or use of the App, or terminate these Terms, at any time and for any reason (or no reason), including if we believe you have breached these Terms, without prior notice or liability.

Effect of Termination: Upon termination, all rights granted to you under these Terms will immediately cease. We are not liable for any damages or losses resulting from termination. We may delete your account and User Content upon termination, subject to our data retention policies, our Privacy Policy, and any applicable BAA.

Survival: Sections including but not limited to Critical Warnings, HIPAA Notice, Intellectual Property Rights, Disclaimers of Warranties, Limitation of Liability, Indemnification, Governing Law and Dispute Resolution, and Miscellaneous shall survive any termination or expiration of these Terms.

12. Governing Law and Dispute Resolution

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the internal laws of the State of Virginia, United States, without giving effect to any choice or conflict of law provision or rule.

Any legal suit, action, or proceeding arising out of, or related to, these Terms or the App shall be instituted exclusively in the federal courts of the United States or the courts of the State of Virginia in each case located in the City of Richmond and County of Powhatan, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

13. International Use

The App is controlled and operated from the United States. We make no representations that the App is appropriate or available for use in other locations. If you access the App from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.

14. Changes to Terms

We reserve the right to modify these Terms at any time in our sole discretion. If we make material changes, we will provide notice through the App, by email, or by other means we deem appropriate. We will indicate the "Last Updated" date at the top of these Terms. Your continued use of the App after any such changes take effect constitutes your acceptance of the new Terms. If you do not agree to the amended Terms, you must stop using the App.

15. Miscellaneous

Entire Agreement: These Terms, our Privacy Policy, and any applicable BAA constitute the sole and entire agreement between you and UnaryOps LLC regarding the App and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.

Severability: If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

No Waiver: No waiver by the Company of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

Assignment: You may not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section is null and void. We may assign our rights or delegate our obligations under these Terms freely.

Notices: We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide or (ii) by posting to the App. Notices sent by email will be effective when we send the email, and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.

Headings: The section headings used in these Terms are for convenience only and will not be given any legal import.

16. Contact Information

---

SCHEDULE A: BUSINESS ASSOCIATE AGREEMENT

This Business Associate Agreement ("BAA") is entered into as of the date you first use the App to process Protected Health Information.

This Business Associate Agreement ("BAA") is by and between UnaryOps LLC ("Business Associate"), and you or the entity you represent ("Covered Entity"). This BAA supplements and is incorporated into the Terms and Conditions above.

1. Definitions

Capitalized terms used but not otherwise defined in this BAA shall have the meanings ascribed to them in the Privacy and Security Rules promulgated under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), as amended by the Health Information Technology for Economic and Clinical Health Act ("HITECH Act"), and their implementing regulations at 45 CFR Parts 160, 162, and 164 (collectively, the "HIPAA Rules").

2. Obligations and Activities of Business Associate

Business Associate agrees to:

• a. Not use or disclose Protected Health Information ("PHI") other than as permitted or required by this BAA or as Required by Law;
• b. Use appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 with respect to Electronic PHI, to prevent use or disclosure of PHI other than as provided for by this BAA;
• c. Report to Covered Entity any use or disclosure of PHI not provided for by this BAA of which Business Associate becomes aware, including Breaches of Unsecured PHI as required by 45 CFR 164.410;
• d. In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), ensure that any Subcontractors that create, receive, maintain, or transmit PHI on behalf of Business Associate agree to the same restrictions, conditions, and requirements that apply to Business Associate with respect to such PHI;
• e. Make available PHI in a Designated Record Set to Covered Entity as necessary to satisfy Covered Entity's obligations under 45 CFR 164.524;
• f. Make any amendment(s) to PHI in a Designated Record Set as directed or agreed to by Covered Entity pursuant to 45 CFR 164.526;
• g. Maintain and make available the information required to provide an accounting of disclosures to Covered Entity as necessary to satisfy Covered Entity's obligations under 45 CFR 164.528;
• h. Make its internal practices, books, and records relating to the use and disclosure of PHI received from, or created or received by Business Associate on behalf of Covered Entity available to the Secretary for purposes of determining compliance with the HIPAA Rules;
• i. Comply with the Security Rule requirements at 45 CFR Part 164, Subpart C, including implementing administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of Electronic PHI;
• j. Notify Covered Entity without unreasonable delay, and in no case later than sixty (60) days after discovery of a Breach of Unsecured PHI;
• k. Implement reasonable and appropriate security measures to protect PHI, including but not limited to:
  • Encryption of PHI at rest using AES-256 encryption;
  • Encryption of PHI in transit using TLS 1.2 or higher;
  • Implementation of access controls and authentication mechanisms;
  • Regular security assessments and audits;
  • Employee training on HIPAA compliance and security practices;

3. Permitted Uses and Disclosures by Business Associate

Business Associate may:

• a. Use or disclose PHI to perform functions, activities, or services for, or on behalf of, Covered Entity as specified in the Terms and Conditions, provided that such use or disclosure would not violate the HIPAA Rules if done by Covered Entity;
• b. Use PHI for the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate;
• c. Disclose PHI for the proper management and administration of Business Associate, provided that disclosures are Required by Law;
• d. Use PHI to provide Data Aggregation services relating to the Health Care Operations of Covered Entity;
• e. De-identify PHI in accordance with 45 CFR 164.514(a)-(c), and use such de-identified data for Business Associate's own purposes, including but not limited to service improvement, research, and development of AI models;

4. Obligations of Covered Entity

Covered Entity shall:

• a. Notify Business Associate of any limitation(s) in the Notice of Privacy Practices of Covered Entity, to the extent that such limitation may affect Business Associate's use or disclosure of PHI;
• b. Notify Business Associate of any changes in, or revocation of, permission by an Individual to use or disclose PHI, to the extent that such changes may affect Business Associate's use or disclosure of PHI;
• c. Notify Business Associate of any restriction to the use or disclosure of PHI that Covered Entity has agreed to or is required to abide by, to the extent that such restriction may affect Business Associate's use or disclosure of PHI;
• d. Not request Business Associate to use or disclose PHI in any manner that would not be permissible under the HIPAA Rules if done by Covered Entity;
• e. Obtain any consents, authorizations, or other permissions that may be required under applicable law before providing PHI to Business Associate;

5. Term and Termination

• a. Term: This BAA shall be effective as of the date Covered Entity first uses the App to process PHI and shall terminate when all PHI provided by Covered Entity to Business Associate, or created or received by Business Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity.
• b. Termination for Cause: Upon Covered Entity's knowledge of a material breach by Business Associate, Covered Entity shall either:
  • (1) Provide an opportunity for Business Associate to cure the breach or end the violation and terminate this BAA if Business Associate does not cure the breach or end the violation within the time specified by Covered Entity; or
  • (2) Immediately terminate this BAA if Business Associate has breached a material term of this BAA and cure is not possible.
• c. Effect of Termination:
  • (1) Except as provided in paragraph (2) below, upon termination of this BAA, Business Associate shall return or destroy all PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity. This provision shall apply to PHI that is in the possession of Subcontractors of Business Associate.
  • (2) In the event that Business Associate determines that returning or destroying PHI is not feasible, Business Associate shall provide to Covered Entity notification of the conditions that make return or destruction not feasible. Business Associate shall extend the protections of this BAA to such PHI and limit further uses and disclosures of such PHI to those purposes that make the return or destruction not feasible, for so long as Business Associate maintains such PHI.

6. Security Incidents and Breach Notification

• a. Business Associate shall notify Covered Entity of any Security Incident involving PHI without unreasonable delay, but in no case later than five (5) business days after becoming aware of such Security Incident;
• b. Business Associate shall notify Covered Entity of any Breach of Unsecured PHI without unreasonable delay, and in no case later than sixty (60) days after discovery of such Breach;
• c. Such notification shall include, to the extent possible:
  • The identification of each Individual whose Unsecured PHI has been, or is reasonably believed to have been, accessed, acquired, used, or disclosed;
  • A description of what happened, including the date of the Breach and the date of discovery;
  • A description of the types of Unsecured PHI involved;
  • Any steps Individuals should take to protect themselves from potential harm;
  • A description of what Business Associate is doing to investigate the Breach, mitigate harm, and protect against future Breaches;
  • Contact procedures for Individuals to ask questions or learn additional information;
• d. Business Associate shall cooperate with Covered Entity in any investigation and shall mitigate, to the extent practicable, any harmful effect of a use or disclosure of PHI by Business Associate in violation of this BAA;

7. Indemnification

Business Associate shall indemnify and hold harmless Covered Entity from and against any claim, cause of action, liability, damage, cost, or expense (including reasonable attorneys' fees and costs) arising out of or relating to any acts or omissions of Business Associate in connection with Business Associate's obligations under this BAA, but only to the extent such acts or omissions constitute gross negligence or willful misconduct by Business Associate.

8. Miscellaneous

• a. Regulatory References: A reference in this BAA to a section in the HIPAA Rules means the section as in effect or as amended.
• b. Amendment: The parties agree to take such action as is necessary to amend this BAA from time to time as is necessary for compliance with the HIPAA Rules.
• c. Survival: The respective rights and obligations of Business Associate under Sections 5(c) and 6 of this BAA shall survive the termination of this BAA.
• d. Interpretation: Any ambiguity in this BAA shall be interpreted to permit compliance with the HIPAA Rules.
• e. No Third-Party Beneficiaries: Nothing in this BAA shall confer upon any person other than the parties and their respective successors or assigns, any rights, remedies, obligations, or liabilities whatsoever.
• f. Governing Law: This BAA shall be governed by the laws of the State of Virginia, without regard to conflict of law principles.

BY USING THE APP TO PROCESS PHI, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS BAA, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS.