Sayvant Terms of Use

This Terms of Use Policy (this "TOU") sets out the rules governing the use of Sayvant's software applications ("Software") and web services available via Sayvant's applicable web site for such Software and/or web service offering ("Sayvant Site") or any results in connection with the services provided via the Sayvant Site ("Results") (collectively, the "Service"). By using the Service, you agree to the rules set out in this TOU. This TOU is automatically incorporated by reference into the relevant agreement between you and Sayvant governing your use of the Service you are authorized to use, if any (the "Customer Agreement"). If you access the Service under a Customer Agreement (including any master services agreement, subscription agreement, statement of work, or business associate agreement), the Customer Agreement controls in the event of any conflict with this TOU.

1. ACCEPTABLE USE

You may not use the Service in any way that causes, or may cause, damage to the Service or impairment of the availability or accessibility of the Service, or any of the areas of, or services on, the Service. You may not use the Service (a) in any way that is unlawful, illegal, fraudulent or harmful; or (b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity. Additionally, you promise that you will not and will not encourage or assist any third party to:

• (a) modify, alter, tamper with, repair or otherwise create derivative works of the Service;
• (b) reverse engineer, disassemble, decompile the Service or the Software used to provide or access the Service, or attempt to discover or recreate the source code used to provide or access the Service, except and only to the extent that the applicable law expressly permits doing so;
• (c) use the Service in any manner or for any purpose other than as expressly permitted by any Customer Agreement or this TOU, the Privacy Policy, or any other policy, instruction or terms applicable to the Service ("Policies");
• (d) sell, lend, rent, resell, lease, sublicense or otherwise transfer any of the rights granted to you with respect to the Service to any third party;
• (e) remove, obscure or alter any proprietary rights notice pertaining to the Service;
• (f) use the Service to: (i) store or transmit inappropriate content, such as content that violates the intellectual property rights or rights to the publicity or privacy of others; (ii) store or transmit any content that contains or is used to initiate a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots, or spyware; or (iii) otherwise violate the legal rights of a third party;
• (g) interfere with or disrupt servers or networks used by Sayvant to provide the Service or used by other users to access the Service, or violate any third party regulations, policies or procedures of such servers or networks or harass or interfere with another user's full use and enjoyment of any software or the Service;
• (h) access or attempt to access Sayvant's other accounts, computer systems or networks not covered by these TOU, through password mining or any other means;
• (i) cause, in Sayvant's sole discretion, inordinate burden on the Service or Sayvant's system resources or capacity; or
• (j) share passwords or other access information or devices or otherwise authorize any third party to access or use the Service.
• (k) submit, transmit, or process any patient information, protected health information (as defined under HIPAA), or other regulated health information through the Service except as expressly authorized under a Business Associate Agreement or other written agreement with Sayvant;
• (l) use any output of the Service, including any Results, to develop, train, evaluate, fine-tune, or improve any artificial intelligence model, machine learning system, or product that competes with the Service; or
• (m) rely on any output of the Service as a substitute for the independent clinical judgment of a licensed healthcare professional, or use any output for patient care, medical record documentation, or billing without independent review and verification by a qualified clinician.

Sayvant reserves the right, in its sole discretion, to deactivate, change and/or require you to change your user profile that you may obtain through the Service for any reason or for no reason. Sayvant may exercise such right at any time, with or without prior notice. Sayvant will make all judgments concerning the applicability of this TOU in its sole and exclusive discretion. Sayvant reserves the right, in its sole discretion, to determine whether and what action to take in response to each such notification, and any action or inaction in a particular instance will not dictate or limit our response to a future complaint. Sayvant will not assume or have any liability for any action or inaction with respect to your use of the Service other than as authorized in these TOU.

2. USE OF THE SERVICE; CLINICAL DECISION SUPPORT; NO WARRANTY

You may use the Service solely in accordance with this TOU and any applicable Customer Agreement.

The Service uses artificial intelligence and machine learning models to generate clinical documentation, summaries, recommendations, and other outputs. All outputs of the Service are intended as clinical decision support only and do not constitute medical advice, diagnosis, or treatment. The Service does not replace, and is not intended to replace, the independent clinical judgment of a licensed healthcare professional. Every output of the Service must be reviewed, verified, and, where appropriate, edited by a qualified clinician before being used in patient care, entered into a medical record, or submitted for billing, reimbursement, or quality reporting purposes. The licensed clinician retains sole responsibility for all clinical decisions, documentation, and patient care.

Outputs may contain errors, including factual inaccuracies, omissions, fabricated content, or content that does not accurately reflect the underlying clinical encounter or source materials. You are solely responsible for reviewing each output for accuracy, completeness, and clinical appropriateness before relying on it for any purpose.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. SAYVANT DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, OR UNINTERRUPTED OPERATION. SAYVANT MAKES NO WARRANTY THAT THE SERVICE OR ANY OUTPUT WILL BE ACCURATE, COMPLETE, FREE FROM ERROR, OR SUITABLE FOR ANY PARTICULAR CLINICAL, BILLING, OR REGULATORY PURPOSE. Sayvant will have no liability of any kind arising out of or related to your use of the Service or any medical treatment, decision, advice, or care rendered in connection with the Service.

3. REPORT ABUSE

If you become aware of any material on the Service that contravenes this TOU, please notify Sayvant by email at support@sayvant.com. You must immediately notify Sayvant in writing of any unauthorized use of any account, Software, Service or Results that comes to your attention. In the event of any such unauthorized use by any third party that obtained access through you, you will take all steps necessary to terminate such unauthorized use. You will provide Sayvant with such cooperation and assistance related to any such unauthorized use as Sayvant may reasonably request.

4. CHANGES

We reserve the right to revise this TOU from time to time. We will date and post the most current version of this TOU on the Sayvant Site. Any changes will be effective upon posting the revised version of this TOU (or such later effective date as may be indicated at the top of the revised TOU). If in our sole discretion we deem a revision to this TOU to be material, we may notify you via the Service and/or by email to the email address associated with your account, if applicable. Notice of other changes may be provided via the Sayvant Site. Check the date and/or version number of the TOU whenever you visit the Sayvant Site to see if these TOU have been updated. Your continued access or use of any portion of the Service constitutes your acceptance of such changes. If you do not agree to any of the changes, we are not obligated to keep providing the Service, and you must stop using the Service.

5. CONSENT TO ELECTRONIC COMMUNICATIONS AND SOLICITATION

By registering for the Service, you understand that we may send you communications or data regarding the Service, including but not limited to (a) notices about your use of the Service, including any notices concerning violations of use, (b) updates, and (c) promotional information and materials regarding our products and services, via electronic mail and/or text message. We give you the opportunity to opt-out of receiving electronic mail or text messages from us by following the opt-out instructions provided in the messages.

For text messages, users can reply HELP for help or STOP to cancel at any time. Message and data rates may apply. Message frequency will vary depending on length of applicable situation (e.g. length of hospital stay).

6. SUSPENSION AND TERMINATION OF YOUR USE OF THE SERVICE

We reserve the right, to temporarily suspend or terminate your access to the Service at any time in our sole discretion, with or without cause, and with or without notice, without incurring liability of any kind. For example, we may suspend or terminate your access to or use of the Service for: (a) the actual or suspected violation of the Customer Agreement or this TOU; (b) the use of the Service in a manner that may cause Sayvant to have legal liability or disrupt others' use of the Service; (c) the suspicion or detection of any malicious code, virus or other harmful code by you or in your account; (d) scheduled downtime and recurring downtime; (e) use of excessive storage capacity or bandwidth; or (f) unplanned technical problems and outages. If, in Sayvant's determination, the suspension might be indefinite and/or Sayvant has elected to terminate your access to the Service, Sayvant will use commercially reasonable efforts to notify you through the Service. You acknowledge that if your access to the Service is suspended or terminated, you may no longer have access to the Results, if any, and/or the Service.

7. UPDATES TO THE SERVICE

Sayvant reserves the right, in its sole discretion, to make necessary unscheduled deployments of changes, updates or enhancements to the Service at any time. We may add or remove functionalities or features, and we may suspend or stop a Service altogether.

8. PRIVACY

In order to operate and provide the Service, we collect certain information about you. As part of the Service, we may also automatically upload information about your computer or device, your use of the Service, and Service performance. We use and protect that information as described in the privacy policy located at sayvant.com/privacypolicy ("Privacy Policy"). You further acknowledge and agree that we may access or disclose information about you, including the content of your communications, in order to: (a) comply with the law or respond to lawful requests or legal process; (b) protect the rights or property of Sayvant or our customers, including the enforcement of our agreements or policies governing your use of the Service; or (c) act on a good faith belief that such access or disclosure is necessary to protect the personal safety of Sayvant employees, customers, or the public. We retain the right to block or otherwise prevent delivery of any type of file, email or other communication to or from the Service as part of our efforts to protect the Service, protect our customers, or stop you from breaching these TOU. The technology or other means we use may hinder or break your use of the Service.

9. PROTECTED HEALTH INFORMATION; OWNERSHIP OF RESULTS; NO MODEL TRAINING

(a) Protected Health Information. Any submission, transmission, or processing of protected health information ("PHI") through the Service is governed by a Business Associate Agreement or equivalent written agreement between Sayvant and the applicable covered entity or business associate. This TOU does not authorize the submission of PHI in the absence of such an agreement. To the extent any term of this TOU conflicts with an executed Business Associate Agreement with respect to PHI, the Business Associate Agreement controls.

(b) Ownership of Results. Subject to any Customer Agreement, as between you and Sayvant, Sayvant retains all rights, title, and interest in and to the Service, including all underlying software, models, algorithms, configurations, and proprietary technology, and all intellectual property rights therein. Subject to any Customer Agreement, the customer entity on whose behalf you access the Service owns the Results generated for that customer. You and the applicable customer grant Sayvant a non-exclusive, royalty-free license to host, process, and use the Results solely as necessary to provide, support, secure, and improve the Service for that customer.

(c) No Training on Customer Data. Sayvant will not use customer data, including PHI and Results, to train, retrain, or fine-tune any foundation model, or to develop products or features outside the scope of providing the Service to the applicable customer. Sayvant may use de-identified data (de-identified in accordance with 45 C.F.R. § 164.514) and aggregated, non-identifying operational metadata for the limited purposes of monitoring, securing, troubleshooting, and improving the Service.

10. INTELLECTUAL PROPERTY

All contents of the Service including but not limited to design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement are the exclusive property of Sayvant and/or the proprietary property of its suppliers, affiliates, or licensors.

11. GENERAL

This TOU shall be governed by the laws of the State of California, without giving effect to the conflict of laws principles thereof. Any action or proceeding arising out of or relating to this TOU shall be brought exclusively in the state or federal courts located in San Francisco County, California, and the parties consent to the personal jurisdiction of such courts and waive any objection based on inconvenient forum. EXCEPT AS EXPRESSLY MODIFIED BY A CUSTOMER AGREEMENT, SAYVANT SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, LOST REVENUES, LOST PROFITS, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY). TO THE FULLEST EXTENT ALLOWED BY LAW, AND EXCEPT AS EXPRESSLY MODIFIED BY A CUSTOMER AGREEMENT, IN NO EVENT SHALL SAYVANT'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS TOU (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED $500 USD.

Survival. Sections 1, 2, 3, 6, 8, 9, 10, and 11 of this TOU, together with any provisions that by their nature should survive, shall survive any termination or expiration of your access to the Service.

Changes to this Terms of Use Policy

Sayvant has the discretion to update this Terms of Use Policy at any time.