Clinician Platform Terms of Service

These WardlyAI Clinician Platform Terms of Service (these "Terms") govern Your ("You," "Your," or "User") access to and use of the WardlyAI clinician facing artificial intelligence enabled clinical workflow and documentation support platform, including any related web applications, mobile applications, conversational agents, communication systems, documentation tools, dashboards, analytics interfaces, integrations, application programming interfaces, model generated outputs, and related services (collectively, the "WardlyAI Platform" or the "Platform") made available by WardlyAI Technologies Inc., a Delaware corporation ("WardlyAI ," "WardlyAI ", "Company," "We," "Us," or "Our").

These Terms describe Your legal rights, responsibilities, and obligations in connection with Your use of the Platform and any related services provided by WardlyAI (collectively, the "Services"). These Terms are intended to be legally binding and suitable for execution.

PLEASE READ THESE TERMS CAREFULLY. BY (A) CLICKING "ACCEPT," (B) EXECUTING AN ORDER FORM, STATEMENT OF WORK, OR SIMILAR ORDERING DOCUMENT THAT REFERENCES THESE TERMS (AN "ORDER FORM"), (C) CREATING AN ACCOUNT, OR (D) OTHERWISE ACCESSING OR USING THE PLATFORM OR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS, INCLUDING THE PRIVACY POLICY AND ANY APPLICABLE BUSINESS ASSOCIATE AGREEMENT ("BAA"), EACH OF WHICH IS INCORPORATED INTO THESE TERMS BY REFERENCE. IF YOU DO NOT AGREE, YOU MAY NOT ACCESS OR USE THE PLATFORM.

IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A HEALTHCARE ORGANIZATION OR OTHER ENTITY (A "CUSTOMER" OR "ORGANIZATION"), YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO BIND SUCH ENTITY, AND "YOU" AND "YOUR" WILL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, DO NOT ACCEPT THESE TERMS AND DO NOT USE THE PLATFORM.

UNLESS YOU ARE LOCATED IN A JURISDICTION THAT PROHIBITS THE EXCLUSIVE USE OF ARBITRATION FOR DISPUTE RESOLUTION, THESE TERMS REQUIRE BINDING ARBITRATION AND INCLUDE A WAIVER OF YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN CLASS OR REPRESENTATIVE ACTIONS. DETAILS ARE SET FORTH IN SECTION 19.

1. What These Terms Cover

1.1 The WardlyAI Platform and Services

These Terms govern clinician and healthcare organization access to and use of the Platform and Services. The Platform is designed to support healthcare operations, including without limitation patient intake and history collection, patient communications, summarization, transcription, structured data extraction, workflow support, documentation drafting, administrative routing, analytics, and related features. The Platform may include automated patient communications (including voice, SMS, email, and in application messaging), recording technologies, structured data extraction, and artificial intelligence generated documentation support.

1.2 Patient Facing Products Not Covered

If WardlyAI offers any patient facing applications, portals, or other consumer products, those products may be governed by separate terms of service, end user license agreements, privacy notices, and other agreements. These Terms do not apply to such patient facing products unless expressly stated in writing by WardlyAI .

1.3 Additional Terms; Order of Precedence

Your use of the Platform may be subject to additional terms, policies, rules, or guidelines that WardlyAI may post, link, or otherwise make available, including without limitation an acceptable use policy, security documentation, support policies, or product specific terms (collectively, "Additional Terms"). Additional Terms are incorporated by reference and form part of these Terms.

If You or Customer enters into an Order Form, statement of work, master services agreement, enterprise agreement, or similar written agreement with WardlyAI (each, an "Enterprise Agreement"), then these Terms apply except to the extent expressly superseded by the Enterprise Agreement. In the event of a conflict, the order of precedence is: (a) the Enterprise Agreement (if any), (b) the applicable Order Form, (c) the BAA (solely with respect to Protected Health Information and HIPAA compliance matters), and (d) these Terms and any Additional Terms.

2. Definitions

For purposes of these Terms, the following capitalized terms have the meanings set forth below.

• "Account" means the registered account, access credentials, and permissions enabling access to and use of the Platform.
• "Account Data" means information provided by You or Customer in connection with registration or administration of an Account.
• "BAA" means the Business Associate Agreement between WardlyAI and Customer or You, if and to the extent required under HIPAA.
• "HIPAA" means the Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations.
• "Output" means any transcription, summary, extracted information, documentation draft, or other content generated by the Platform.
• "Patient Data" means any data submitted to, collected by, transmitted through, or processed within the Platform relating to a patient.
• "PHI" or "Protected Health Information" has the meaning defined under 45 C.F.R. § 160.103.
• "Services" has the meaning set forth in the introductory paragraphs of these Terms.

3. Eligibility; Authority; Professional Requirements

3.1 Eligibility

You may access and use the Platform only if You are legally able to enter into a binding contract and are not prohibited from using the Platform under applicable law.

3.2 Clinical and Professional Requirements

You represent and warrant that, where applicable, You are duly licensed, certified, credentialed, or otherwise authorized to provide healthcare services in the jurisdictions in which You practice, and that You will use the Platform only in connection with lawful healthcare operations and within the scope of Your professional licensure and applicable standards of care.

3.3 Authority to Bind

If You accept these Terms on behalf of an Organization, You represent and warrant that You have authority to bind that Organization. If You do not have such authority, You must not accept these Terms or use the Platform.

4. License Grant; Permitted Use; Usage Restrictions

4.1 License Grant

Subject to Your compliance with these Terms and any applicable Order Form, WardlyAI grants You a limited, non exclusive, non transferable, non sublicensable, revocable license during the Term to access and use the Platform and Services solely for Customer's or Your internal healthcare operations.

4.2 Permitted Uses

Without limiting Section 4.1, permitted uses include:

• legitimate patient care support and clinical documentation assistance;
• operational workflow management, administrative routing, and practice operations support;
• internal evaluation, pilot, and training activities for adoption of the Platform; and
• use of approved integrations and APIs in accordance with Documentation and applicable agreements.

4.3 Prohibited Uses and Restrictions

As a condition of access and use, You will not, and will not permit any Authorized User or third party to:

• use the Platform to provide services to third parties as a service bureau, time sharing arrangement, or managed service, except as expressly authorized;
• copy, modify, translate, adapt, or create derivative works of the Platform or WardlyAI technology;
• reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive or discover source code, model architecture, training methodology, underlying ideas, trade secrets, or techniques;
• access, probe, scan, benchmark, or test the Platform for the purpose of building competing products or for publication of performance results without consent;
• use Output to train, fine tune, or improve any machine learning or AI system not provided by WardlyAI , except solely for internal clinical documentation purposes;
• remove, obscure, or alter any proprietary notices, labels, or branding;
• bypass, disable, or interfere with security related features, rate limits, usage controls, or access controls;
• introduce or transmit malware, viruses, worms, Trojan horses, logic bombs, or other harmful code;
• attempt to gain unauthorized access to the Platform, Accounts, systems, networks, or data;
• harvest, scrape, or extract data from the Platform by automated means except through approved interfaces;
• impersonate any person or entity or misrepresent affiliation;
• use the Platform in any manner that may cause patient harm without appropriate clinical oversight and safeguards; or
• authorize, enable, induce, or encourage any third party to do any of the foregoing.

4.4 Reservation of Rights

WardlyAI and its licensors reserve all rights not expressly granted in these Terms. No rights are granted by implication, estoppel, or otherwise.

Note: This page displays sections 1-4 of the complete Clinician Platform Terms of Service. The full agreement includes 34 sections covering:

Sections 5-34: Accounts & Authorized Users • Platform Operation & Support • Communications & Consent • Nature of AI Systems • Medical Advice Disclaimers • Clinical Responsibility • Emergency Limitations • Patient Communications & Recording • HIPAA Compliance & BAA • Data Rights & De-Identification • Data Location & Retention • Security Obligations & Incidents • Third Party Integrations • Fees & Payment • Confidentiality • Term & Termination • Dispute Resolution & Arbitration • Governing Law • Representations & Warranties • Disclaimers • Limitation of Liability • Indemnification • Intellectual Property • Publicity • Export Compliance • Force Majeure • Assignment • Modifications • Notices • and other provisions.

For the complete terms document, please contact siva@WardlyAI .com.