Terms of Use

These Terms are subject to the VocuOneAI Software License Agreement ("License Agreement"). Your use of the Software and the Services are subject to these Terms and the terms and provisions set forth in the License Agreement. You are responsible for each User’s compliance with these Terms and the License Agreement and shall use commercially reasonable efforts to prevent unauthorized access to or use of the Software. You agree to use the Software and Services in accordance with these Terms, the License Agreement, applicable laws and governmental regulations.

Customer is responsible for (i) obtaining and maintaining at its cost any equipment and ancillary services needed to connect to, access, or otherwise use the Software and Services, including without limitation, software, operating system, network, servers, and Internet services; and (ii) performing all required actions specified in an Order Form or the License Agreement or otherwise required of it, including without limitation, providing reasonable assistance to allow access to Customer’s premises, and to otherwise support any required EHR integrations.

By providing feedback, suggestions, or recommendations regarding the Software, you grant VocuOneAI a royalty-free, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to use such feedback for any lawful purpose, including improving and/or incorporating such feedback into the Software. VocuOneAI is not obligated to compensate you for such feedback.

All rights, title, and interest in the Services, including the Software, algorithms, and content, are owned by VocuOneAI or its licensors. You are granted a limited, non-exclusive, non-transferable license to use the Software solely for your internal business purposes.

You retain ownership of Customer Data submitted to the Software. By using the Software, you grant VocuOneAI a license to use, store, and process Customer Data to provide and improve the Software. You are responsible for the accuracy, quality and legality of Customer Data, the means by which you acquired Customer Data, and your use of the Customer Data with the Software and Services. Customer shall ensure, and be solely responsible for ensuring that all notices are given, and all rights, authorizations, and consents are obtained, as are required under applicable law or otherwise, for Customer Data to be shared with VocuOneAI and for VocuOneAI to collect, use, retain, and otherwise process the Customer Data as contemplated by these Terms and the License Agreement. Without limiting the generality of the foregoing, Customer represents and warrants that it shall be solely responsible for obtaining and maintaining any and all consents, authorizations, or permissions that may be required by HIPAA, 42 CFR Part 2 or other applicable federal or state privacy laws and regulations before disclosing PHI to VocuOne as well as all applicable federal and state laws and regulations pertaining to recording conversations. Customer acknowledges and agrees that VocuOneAI relies on Customer to provide all legally required notices, and obtain all legally required consents to allow VocuOneAI to provide the Software and Services and use the Customer Data as set forth in these Terms and in the License Agreement.

Customer acknowledges and agrees that the Software and its capabilities rely on insights derived from Customer Data. Subject to compliance with the BAA, Customer grants VocuOneAI a worldwide, royalty-free license to use, store, host, perform, display and create derivative works from the Customer Data, including by combining Customer Data with data from third party sources and utilizing machine learning and artificial intelligence applications for the purposes of (i) providing the Services and performing its obligations and exercising its rights under these Terms and the License Agreement; (ii) complying with applicable laws and regulations; and (iii) operating, analyzing, and improving VocuOneAI’s products and services. VocuOne will not sell, distribute, rent, license, lease, or publicly display Customer Data without Customer’s prior written permission. For purposes of these Terms and the License Agreement, including the BAA, where applicable, the Services include the improvement of the underlying technologies as Customer Data is ingested in the course of providing the Services.

You acknowledge and agree that, to the extent permitted by applicable law, VocuOneAI may collect, create, use, and disclose, and will be the owner of Usage Data. VocuOneAI retains ownership of Usage Data and may use it for operational, analytical, and improvement purposes, provided it does not identify individuals.

You acknowledge and agree that the Service may capture Recordings and associated metadata and transaction data, which may include information that constitutes Customer Data and, where applicable, Protected Health Information. You are responsible for confirming the accuracy and reliability of any Recordings, including Recordings uploaded to Customer’s EHR. You acknowledge and agree that VocuOne facilitates the transcription of live interactions and is not a medical device, and you have reviewed each Recording and any other Service to confirm accuracy and to confirm that such materials are sufficient and meet your needs. You agree to comply with all applicable federal, state, and local laws and regulations governing the capture, use, storage, transmission, and disclosure of Recordings, including, as applicable, HIPAA, state privacy laws, and laws governing the recording of communications. Company will store Recordings using commercially reasonable administrative, technical, and physical safeguards designed to protect against unauthorized access, use, or disclosure, consistent with applicable law. Recordings may be stored in secure cloud environments and may be encrypted in transit and at rest in accordance with industry standards. Unless otherwise specified in an Order Form, the BAA, or the License Agreement, Recordings will be retained for the period necessary to provide the Services and fulfill the purposes described herein, after which they will be deleted or de-identified in accordance with the Company’s data retention policies and applicable law. Subject to legal and contractual obligations (such as, recordkeeping requirements, litigation holds, and HIPAA requirements), the Company will delete or de-identify Recordings upon (i) a verified request from Customer, or (ii) termination of the applicable Services, within a commercially reasonable period. Company may retain copies as required by law or for legitimate business purposes (e.g., security, fraud prevention), provided such data remains subject to appropriate safeguards. You are responsible for ensuring compliance with medical records retention laws. In the event of a conflict between this Section and the BAA or applicable law, the BAA or applicable law shall govern.

The Software may collect, receive, create, maintain, transmit, and process the following categories of Protected Health Information, to the extent included in User-submitted content, Recordings, or related transaction data:

• (a) Patient Identifiers: Names; aliases; postal addresses; email addresses; telephone and fax numbers; dates directly related to an individual (e.g., date of birth, admission/discharge dates, appointment dates, date of death); medical record numbers; account numbers; health plan beneficiary numbers; device identifiers; IP addresses; and any other unique identifying numbers, characteristics, or codes.
• (b) Demographic Information: Age; gender; race; ethnicity; language preference; marital or family status; and other demographic descriptors.
• (c) Clinical and Medical Information: Symptoms; diagnoses; conditions; medical history; surgical history; allergies; medications (current and historical); treatment plans; laboratory and diagnostic test orders and results; imaging references; vital signs; clinician notes; and other health status information.
• (d) Encounter and Care Delivery Information: Appointment details; visit types; provider names and specialties; facility/location information; care team communications; referrals; orders; and care coordination data.
• (e) Audio Recordings and Derived Outputs: Audio recordings of patient-provider or related communications; transcripts; summaries; structured data extracted from recordings; and other outputs generated by the Services’ artificial intelligence systems.
• (f) Billing and Financial Information: Insurance information (e.g., payer name, policy numbers, group numbers); eligibility and coverage details; billing codes (e.g., CPT, ICD); claims data; payment amounts; and limited payment card or financial account information where included in the content.
• (g) Device and Technical Data (when linked to PHI): Device identifiers; session logs; usage data; timestamps; and metadata associated with recordings or transactions, to the extent such data is linked to an identifiable individual.
• (h) Communications and Correspondence: Messages between patients, providers, and staff; call logs; voicemails; and other communications that include or reference PHI.
• (i) Location Information: Geographic data such as address, ZIP code, or other location indicators associated with care delivery or patient records, to the extent included in the data.
• (j) Biometric or Voice Data (if applicable): Voice recordings and voice characteristics used for transcription, authentication, or analysis, where such data identifies or can reasonably be used to identify an individual.
• (k) User-Provided and Unstructured Data: Any other information submitted to the Software by Users that identifies an individual or relates to the individual’s past, present, or future physical or mental health or condition, provision of healthcare, or payment for healthcare.

In addition to the confidentiality obligations set forth in the License Agreement, any information accessed or received by VocuOneAI for you or on behalf of Customer that is Protected Health Information shall be protected in accordance with HIPAA as set forth in the BAA. If there is any conflict regarding Protected Health Information between these Terms, on the one hand, and the BAA, on the other, the BAA shall control.

During the Term, VocuOneAI may create De-Identified Data and may retain, share, and use the De-Identified Data for any legal purpose including without limitation for the purposes of operating, analyzing, improving or marketing the Services in compliance with HIPPA standards. Following the Term, VocuOneAI retains ownership of de-identified data and may use it for any lawful purpose, including research, product improvement, and marketing, in compliance with HIPAA standards.

Supplemental Services, such as configuration and training, may be provided for additional fees. We will use commercially reasonable efforts to provide such Supplemental Services. VocuOneAI retains ownership and all right, title and interest, including all intellectual property and proprietary rights, in and to any work product or deliverables created or made available to you in connection with any Supplemental Services.

VocuOneAI reserves the right to audit your use of the Software to ensure compliance with these Terms, the License Agreement, and payment obligations. Audits will be conducted during regular business hours with reasonable notice.

You grant VocuOneAI the right to use your name, trademarks, and logos in its marketing materials, subject to compliance with your branding guidelines.

The Software does not replace medical consultation, diagnosis, or treatment. You are solely responsible for verifying the accuracy of medical information and complying with applicable laws. The Services and content provided in connection therewith are not a substitute for the competent analysis and professional judgment of a healthcare professional. The information that is provided to you through the Services is dependent upon the Customer Data that you provide, as well as the specifics of your situation. YOU ACKNOWLEDGE AND AGREE THAT (I) THE SOFTWARE AND SERVICES DO NOT REPLACE MEDICAL CONSULTATION, EXAMINATION, AND RECORD REVIEW; AND (II) THE PROFESSIONAL DUTY TO ANY OF YOUR PATIENTS IN THE PROVISION OF HEALTHCARE SERVICES LIES SOLELY WITH YOU, AS A HEALTHCARE PROFESSIONAL PROVIDING SUCH PATIENT CARE SERVICES AND NOT WITH US. THEREFORE, YOU, AND NOT US, SHALL BE RESPONSIBLE FOR VERIFYING THE ACCURACY OF ALL MEDICAL INFORMATION, INCLUDING MEDICAL INFORMATION CONTAINED WITHIN THE RECORDINGS, FOR MAKING DIAGONISTIC CODING, BILLING, AND OTHER CLINICAL DECISIONS, AND FOR COMPLYING WITH ALL APPLICABLE LAWS, REGULATIONS, AND THE APPLICABLE STANDARD OF CARE IN DELIVERING HEALCH CARE SERVICES AND THE CODING, BILLING, PAYMENT, AND REIMBURSEMENT THEREFOR, AND WILL INDEMNIFY US FROM AND AGAINST ANY CLAIMS BY THIRD PARTIES (INCLUDING, SUCH THIRD PARTIES’ AGENTS, REPRESENTATIVES, HEIRS, SUCCESSORS, AND ASSIGNS) RELATED TO YOUR PROVISION OF CARE IN CONNECTION OR CONJUNCTION WITH THE SERVICES.

The Software is not a medical records repository. You are solely responsible for meeting medical records retention requirements applicable to you. VocuOneAI is not and will not be responsible for, Recordings uploaded or transmitted, or not uploaded or transmitted, through the Services.

You agree to indemnify and hold VocuOneAI harmless from any claims arising from your use of the Software, including compliance with laws, accuracy of data, and third-party claims related to your provision of healthcare services.

VocuOneAI is not liable for delays or failures caused by events beyond its reasonable control, including natural disasters, cyber-attacks, or other force majeure events.

Company employs industry-standard transport security protocols, including Transport Layer Security (TLS), to encrypt data transmitted between user devices and the Services, as well as between internal system components, to protect against unauthorized interception or access.

The Company utilizes strong encryption mechanisms, including Advanced Encryption Standard (AES) with 256-bit keys (AES-256), to protect data at rest within its systems and storage environments. Encryption keys are managed in accordance with commercially reasonable key management practices designed to prevent unauthorized access.

Access to systems and data, including PHI, is restricted to role-based access controls (RBAC). Access rights are granted based on the principle of least privilege and are limited to authorized personnel and Users who require such access to perform their duties or use the Services. Company maintains procedures for provisioning, reviewing, and revoking access credentials.

The Company maintains audit logs that record access to and activity involving systems and data, including PHI, where applicable. Such logs are designed to support monitoring, security analysis, incident response, and compliance obligations. Audit logs are retained for a commercially reasonable period in accordance with these Terms, the License Agreement, and the BAA and are protected against unauthorized modification or deletion.

The Company implements a comprehensive security program that includes administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data. Such safeguards are aligned with applicable legal and regulatory requirements and generally accepted industry standards.

The Services are designed to support use in environments subject to HIPAA and may be configured in a manner consistent with HIPAA requirements. Company and Customer are subject to the BAA. Notwithstanding the foregoing, Customer is responsible for determining whether its use of the Services complies with HIPAA and other applicable laws and for implementing appropriate administrative and operational controls.

Company maintains policies and procedures for identifying, responding to, and mitigating security incidents. In the event of a confirmed breach of unsecured PHI, Company will provide notice in accordance with applicable law and the BAA.

While Company employs commercially reasonable security measures, no method of transmission or storage is completely secure. Company does not guarantee absolute security of data.

The Services may be delivered, in whole or in part, through a browser extension compatible with Google Chrome or other supported browsers (the “Extension”). Your use of the Services via the Extension is subject to these Terms, the License Agreement, and any applicable browser platform policies.

By installing or enabling the Extension, you authorize the Company to access and process data from the browser environment as necessary to provide the Services. The Extension may request permissions (e.g., access to active tabs, web page content, microphone input, or local storage). You acknowledge that such permissions are required for functionality and consent to their use as described in these Terms, the License Agreement, and the Company’s Privacy Policy.

Where the Extension facilitates audio capture (e.g., microphone or tab audio), Recordings will only occur when affirmatively initiated by the User or as otherwise configured by the User. You are responsible for ensuring that all required notices and consents are obtained prior to initiating any recording, in accordance with applicable law.

Data collected through the Extension, including audio, transcripts, and related metadata, may be transmitted to the Company’s servers for processing and storage in accordance with these Terms and the License Agreement. Company will implement encryption and security controls consistent with its data security obligations under these Terms and the License Agreement.

The Extension operates within third-party browser environments and may rely on services provided by the browser vendor, including the Google LLC Chrome Web Store. Company is not responsible for the availability, performance, or security of such third-party platforms, nor for any changes to browser functionality that may impact the Extension.

Company may deploy updates, patches, or new versions of the Extension from time to time to improve functionality, security, or compliance. Updates may be installed automatically through the browser’s extension management system. Continued use of the Extension constitutes acceptance of such updates.

You are responsible for maintaining the security of your browser environment, including controlling the access to your device, managing extension permissions, and ensuring that only authorized Users access the Extension. Company is not responsible for unauthorized access resulting from User failure to secure their device or browser.

You acknowledge that browser-based delivery may impose technical limitations, including compatibility issues, latency, or restricted functionality depending on browser settings or policies. Certain features of the Services may not be available or may function differently within the Extension.

You may uninstall the Extension at any time through your browser settings. Uninstallation will disable further data collection through the Extension; however, it will not automatically delete data previously collected or processed by the Services, which will be handled in accordance with the Company’s data retention and deletion provisions in accordance with these Terms and the License Agreement.

You agree to comply with all applicable browser extension marketplace terms and policies, including those of the Chrome Web Store, in addition to these Terms and the License Agreement. In the event of a conflict between such policies and these Terms or the License Agreement, the stricter requirement shall apply with respect to your use of the Extension.

Any disputes arising under these Terms will be resolved through binding arbitration in accordance with the rules specified in the License Agreement.

These Terms are governed by the laws of the State of New Jersey, consistent with the License Agreement.

We may update these Terms from time to time. Continued use of the Software constitutes acceptance of the updated Terms.

These Terms, along with the License Agreement, BAA, and any other referenced agreements, constitute the entire agreement between you and VocuOneAI.