CLINICAL CONFLICT DETECTION PREVIEW TERMS
These Preview Terms ("Preview Terms") apply to your (the "Customer") use of the Clinical Conflict Detection Preview (the "Preview"). By accessing or using the Preview, you agree to these Preview Terms, including referenced terms.
1. Definitions. Capitalized terms used and not defined in these Preview Terms have the meaning set forth in the Microsoft Product Terms.
1.1. "Dragon Copilot" means the generally available Microsoft Dragon Copilot.
1.2. "Preview" means the Clinical Conflict Detection Preview.
1.3. "3P Apps" means Non-Microsoft Products that (i) can be accessed and used within Dragon Copilot; (ii) allow accessing or using Dragon Copilot embedded in such Non-Microsoft Products; or (iii) otherwise provide data to Dragon Copilot via an integration.
1.4. "3P Apps Partners" means Microsoft Partners that (i) have published a 3P App in the Microsoft Commercial Marketplace; (ii) have published a 3P App in another marketplace; or (iii) have an agreement with Microsoft to offer Customers a 3P App.
2. Applicable Terms.
2.1. Customer's access and use of the Preview is subject to: (i) These Preview Terms; (ii) The terms applicable to "Previews" in the Universal License Terms for Online Services section of the Product Terms, including the Dragon Copilot terms; (iii) the terms applicable to "Previews" in the Microsoft Products and Services Data Protection Addendum (the "DPA"); (iv) the terms linked from within the documents referenced in this section or its successor URLs or URLs. Microsoft may make changes to these Preview Terms from time to time, which will need to be accepted by Customer to continue using the Preview.
2.2. In case of conflict between any applicable document and these Preview Terms, these Preview Terms will prevail. For clarity, these Preview Terms do not modify any terms applicable to Dragon Copilot or other Microsoft Products or the Customer's licensing agreements.
3. Customer Use of the Preview.
3.1. Customer must have an active Dragon Copilot to be eligible to participate in the Preview.
3.2. Subject to Customer's continued compliance with these Preview Terms, Microsoft grants Customer a personal, nonexclusive, nontransferable, non-sublicensable, terminable, and limited license to evaluate, test, install, deploy, access and use the Preview and its successor features, solely for the Healthcare Intended Uses.
3.3. Customer must ensure that the Preview is only used by a qualified member of an individual's care team working on Customer's behalf. Customer must ensure that all such users are qualified in the clinical practice of health care with the ability to take into account individual circumstances of each patient's case, trained on the use of the Preview, and meet any relevant certification or eligibility requirements to provide healthcare services under applicable law.
3.4. Customer must ensure that the care team "provider of record" to the patient for the purpose of signing an EHR medical record or other licensed healthcare professionals legally and internally authorized to file information to the patient's EHR medical record: 1) reviews all Output Content and Encounter Documentation for accuracy and completeness prior to the use of such content in a healthcare setting; and 2) takes clinical responsibility for such Encounter Documentation including by finalizing and signing Encounter Documentation in their own name; and 3) ensure that staff without such authority (e.g. unlicensed personnel) do not directly file documentation to the EHR and all draft content generated by such staff is reviewed and approved by an authorized clinician.
3.5. Customer's use of Dragon Previews in accordance with the Healthcare Intended Uses will not be considered a "High-Risk Use" (as defined in the Universal License Terms for Online Services).
4. Use of Customer Data
4.1. For purposes of the DPA, (i) the Preview allows Personal Data processing; (ii) Customer Data may include PHI; (iii) the Preview may be used in a production environment.
4.2. As part of Microsoft's processing of Customer Data to provide the Preview, Customer instructs Microsoft (and its Subprocessors) to:
4.2.1. Process (including via human review) Customer Data for the purpose of training and developing the AI/ML models (including, without limitation, the GenAI foundational models, speech recognition and natural language understanding models) and features of Dragon Copilot and their successor products and services;
4.2.2. Process PHI (as defined in the BAA) to create de-identified health information in accordance with 45 C.F.R. 164.514(b) and use and disclose such de-identified health information for any purpose permitted by law. This de-identified health information will be considered as excluded from the definition of Confidential Information under the Customer's volume licensing agreement; and
4.2.3. Process PHI to provide Data Aggregation services to Customer as permitted by 45 C.F.R. 164.504(e)(2)(i)(B).
4.3. Customer Data may contain PHI. The use of PHI under the Preview will be subject to the Microsoft BAA, available at: http://aka.ms/BAA. Microsoft may use PHI in accordance with the use permissions under Section 2.b of the BAA. If Customer does not agree with the instructions above, Customer should not use or discontinue its use of the Preview.
4.4. Subprocessors. Subprocessors information can be accessed at https://aka.ms/DragonSubprocessors.
4.5. Microsoft receives, uses, or maintains only copies of official medical records or portions thereof, the originals of which must continue to be maintained by Customer. Customer Data shall not be deemed an official medical record for any patient.
5. Reservation of Rights. Except for rights expressly granted to Customer in these Preview Terms, Microsoft retain all right, title, and interest in and to any and all intellectual property, technology, and materials made available under these Preview Terms.
6. 3P Apps
6.1. 3P Apps are Non-Microsoft Products published by 3P Apps Partners in the Microsoft Commercial Marketplace or in a specific marketplace. 3P Apps are subject to the terms of Non-Microsoft Products in the Product Terms.
6.2. Microsoft does not license any intellectual property associated with the 3P Apps to Customer. Customer is responsible for ensuring that it has sufficient rights to use the 3P Apps within the Preview.
6.3. 3P Apps Partners provide their own legal terms ("3P App Terms"). The 3P App Terms don't modify these Preview Terms. Customer should review and agree to 3P App Terms separately before using the 3P Apps. Microsoft is not a party to and is not bound by any 3P App Terms. Microsoft is not responsible or liable to Customer or others for any aspect of 3P Apps.
6.4. Preview may include features that allow Customer, from the Preview or Dragon Copilot, to instruct Microsoft to send its Customer Data, including the patient context information, the Recording, the Encounter Data and the Encounter Documentation, to 3P Apps through an integration. Customer acknowledges and agrees that: (i) it is solely responsible for choosing the 3P Apps that it will use as part of the Preview; (ii) Customer Data will leave the Preview and the Microsoft environment and will be collected and processed by the respective 3P Apps Partner; (iii) Microsoft is not responsible for the privacy or security of Customer Data once it leaves Dragon Copilot or the Preview; and (iv) once the Customer Data has been accessed by the 3P Apps Partner, the privacy and security policies and binding documents of the 3P Apps Partner apply to the Customer Data.
6.5. Unless otherwise specified, the output of the 3P Apps that is returned via the integration to Dragon Copilot and the Preview (the "3P Apps Output") will be treated as Customer Data. Customer may choose to instruct Microsoft to share the 3P Apps Output with other 3P Apps Partners (i) that also have a 3P App activated with the Customer; (ii) with whom the Customer approves through the administrator user interface of the respective Microsoft feature.
7. The Preview (i) does not have any SLAs; and (ii) is not covered by customer support.
8. The Non-Disclosure Agreement between the parties governs Customer's use of the Previews.
9. Providing "Feedback" (suggestions, comments, feedback, ideas, or know-how, in any form) to Microsoft about any Dragon Preview is voluntary. Microsoft is under no obligation to post or use any Feedback. By providing Feedback to Microsoft, Customer (and anyone providing Feedback through Customer) irrevocably and perpetually grant to Microsoft and its Affiliates, under all of its (and their) owned or controlled intellectual property rights, a worldwide, non-exclusive, fully paid-up, royalty-free, transferable, sub-licensable right and license to make, use, reproduce, prepare derivative works based upon, distribute, publicly perform, publicly display, transmit, and otherwise commercialize the Feedback (including by combining or interfacing feedback from other products, services or technologies of Microsoft or others), without any attribution.
10. For clarity, the Medical Device Disclaimer and all disclaimers of warranty included in the Product Terms apply to the Preview.
11. Limitation of liability. The aggregate liability of each party for all claims related to Customer's use of the Preview is limited to direct damages up to $5,000.00 USD. EXCLUSION: Neither party will be liable for loss of revenue or indirect, special, incidental, consequential, punitive, or exemplary damages, or damages for lost profits, revenues, business interruption, or loss of business information, even if the party knew they were possible or reasonably foreseeable. Exceptions to limitations: The limits of liability in this Section 11 apply to the fullest extent permitted by applicable law, but do not apply to violation of any party's intellectual property rights.