Terms and Conditions 02 September 2024 1. Introduction 1.1 These Terms and Conditions (“Terms”) govern your use of AI Clinical Notes for Telehealth (the “Application”), developed and provided by Itransition, Inc. (“Developer,” “we,” “us,” or “our”). The Application is available for installation only through direct contact with Developer. By initiating contact and using the Application, you agree to be bound by these Terms. 2. Contact and Installation 2.1 Contact Form Requirement: To initiate the installation of the Application, Users must fill out the contact form available on website. This form requires Users to provide certain information, which may include Personal Data. 3. Data Collection and Privacy 3.1 Data Collected: The information provided through the contact form, including Personal Data, will be used by Developer to initiate contact, assess the suitability of the Application, and facilitate installation and support. 3.2 Privacy Policy: The collection, use, and protection of User data are governed by our Privacy Policy, which is incorporated by reference into these Terms. Users should review the Privacy Policy to understand how their data is handled. 4. Legal Agreements Governing Relationships 4.1 Standard Documentation: Relationships between Developer and Users will be governed by a standard set of legal documents, which may include but are not limited to Non-Disclosure Agreement (NDA), Master Services Agreement (MSA), Statement of Work (SOW), Business Associate Agreement (BAA) or other relevant agreements. 4.2 Execution of Agreements: Prior to the installation of the Application, Users may be required to execute one or more of these agreements to formalize the relationship and ensure compliance with applicable laws and regulations. 5. License Grant 5.1 Developer grants Users a limited, non-exclusive, non-transferable, revocable license to install and use the Application for its intended purpose, subject to these Terms and the execution of any required agreements. 6. Prohibited Uses 6.1 Users agree not to: 6.1.1 Modify, copy, distribute, or create derivative works based on the Application. 6.1.2 Reverse engineer, decompile, or disassemble the Application, except as permitted by law. 6.1.3 Use the Application for any unlawful, harmful, or unauthorized purposes. 6.1.4 Transmit any viruses, worms, or other harmful code through the Application. 7. Security Measures 7.1 Data Security: Developer will implement appropriate security measures to protect the Personal Data and health-related information collected during the installation and operation of the Application. 7.2 User Responsibility: Users are responsible for ensuring that their systems and networks are secure and that unauthorized access to the Application is prevented. 8. Disclaimer of Warranties 8.1 “As-Is” Basis: The Application is provided on an "as-is" and "as available" basis, without any warranties of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, and title. 8.2 No Guarantee: Developer does not guarantee that the Application will be error-free, uninterrupted, secure, or free from viruses or other harmful components. 9. Limitation of Liability 9.1 Exclusion of Damages: To the fullest extent permitted by law, Developer will not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to loss of profits, data, goodwill, or other intangible losses, arising out of or in connection with the use or inability to use the Application, even if Developer has been advised of the possibility of such damages. 9.2 Cap on Liability: To the extent permitted by law, in no event shall Developer's total liability to User for all claims arising from or related to the Application exceed the amount paid by User, if any, for accessing the Application during the twelve (12) months preceding the event giving rise to the claim. 10. Indemnification 10.1 Users agree to indemnify, defend, and hold harmless Developer, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of or related to: 10.1.1 Users' use of the Application. 10.1.2 Users' violation of these Terms. 10.1.3 Users' violation of any third-party rights, including but not limited to intellectual property, privacy, or data protection rights. 11. Termination 11.1 Termination by User: Users may terminate their use of the Application at any time by uninstalling the Application and ceasing all access to and use of the Application. 11.2 Termination by Developer: Developer reserves the right to terminate or suspend access to the Application, without notice, for conduct that Developer believes violates these Terms or is harmful to other Users, Developer, or third parties. 11.3 Effect of Termination: Upon termination, the User’s rights under these Terms will immediately cease, and the User must delete all copies of the Application. 12. Governing Law and Dispute Resolution 12.1 Governing Law: These Terms shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict of law principles. 12.2 Dispute Resolution: Any disputes arising out of or in connection with these Terms shall be resolved through binding arbitration conducted in Fulton County, Georgia, by one (1) arbitrator. The arbitrator shall be knowledgeable in the commercial aspects of custom software development, Internet applications, Consulting Services, and copyright and patent law and shall otherwise conduct the arbitration in accordance with the United States Arbitration Act. 12.3 Class Action Waiver: By using the Application, you agree to resolve any disputes or claims against Developer on an individual basis and waive any right to participate in a class, collective, or representative action. All claims must be brought individually, and you agree not to combine your claim with others. If this waiver is found unenforceable, any agreement to arbitrate or other dispute resolution provisions shall be null and void. 13. Changes to These Terms 13.1 Developer reserves the right to modify these Terms at any time. If we make material changes, we will notify Users by posting the updated Terms within the Application or through other communication channels. Continued use of the Application after such changes constitutes acceptance of the revised Terms. 14. Miscellaneous 14.1 Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue to be valid and enforceable. 14.2 Entire Agreement: These Terms constitute the entire agreement between Developer and Users regarding the use of the Application and supersede all prior or contemporaneous communications, understandings, or agreements. 14.3 Waiver: No waiver by Developer of any breach or default by Users shall be deemed a waiver of any preceding or subsequent breach or default. 15. Contact Information 15.1 If you have any questions about these Terms, please contact us at Healthcare.Development@itransition.com Acceptance of Terms By using the Application, you acknowledge that you have read, understood, and agree to be bound by these Terms. Contact Form Notice We value your privacy and will use this information solely to respond to your inquiry and maintain our professional relationship. By submitting this form, you acknowledge and agree with our Privacy Policy. By checking this box and submitting this form, you confirm that you have read, understood and agreed to our Terms & Conditions.