Terms of Use: Ambient Clinical Intelligence Platform

Last Updated: July 15, 2026

These Terms of Use (“Terms”) govern your access to and use of the medical ambient listening software, applications, APIs, and associated services (collectively, the “Service” or “Platform”) provided by Oncology Solutions LLC (“Company,” “we,” “us,” or “our”).

By registering for an account, accessing, or using the Platform, you (“User,” “Clinician,” or “You”) agree to be bound by these Terms. If you are entering into these Terms on behalf of a clinic, hospital system, or other legal entity (an “Enterprise Customer”), you represent that you have the authority to bind such entity to these Terms.

1. Clinical Disclaimer & User Responsibility

1.1 Draft Tool Only

The Platform is an assistive administrative tool powered by artificial intelligence and machine learning designed to draft clinical notes, summaries, and structured medical documentation (e.g., SOAP notes) based on ambient audio captured during clinical encounters. The Platform does not practice medicine, provide medical advice, or render diagnoses.

1.2 “Human-in-the-Loop” Mandatory Review

• Clinician Responsibility: You retain sole and absolute clinical, ethical, and legal responsibility for all patient care, diagnoses, treatment decisions, and the accuracy of the medical record.
• Mandatory Review & Audit: You are strictly required to thoroughly review, edit, and correct any draft note, summary, or clinical documentation generated by the Platform before finalizing or signing it.
• No Reliance on AI Inaccuracies: Generative AI models are subject to errors, omissions, or misinterpretations (collectively, “hallucinations”). The Company is not liable for any clinical errors, medical malpractice claims, or adverse patient outcomes resulting from finalized notes that you failed to properly review and edit.

2. Patient Consent, Privacy & Legal Compliance

2.1 Wiretapping & Recording Laws

Ambient listening technology relies on capturing live verbal exchanges in clinical exam rooms or telehealth environments.

• Two-Party/All-Party Consent Jurisdictions: Several U.S. states require the explicit consent of all parties to a conversation before it can be recorded or transcribed.
• Your Absolute Duty: You are solely responsible for knowing the recording laws of your jurisdiction. You covenant and warrant that you will obtain all necessary, legally compliant verbal or written consents from patients, family members, and any other individuals present in the room before activating the Platform’s ambient recording features for any encounter.

2.2 Patient Refusal and Opt-Out

If a patient declines, objects, or withdraws consent to have their encounter processed by an ambient AI tool, you must immediately deactivate or refrain from starting the Platform’s recording session. You agree that a patient’s refusal to be recorded will not negatively impact their access to care.

2.3 HIPAA and Protected Health Information (PHI)

Both parties acknowledge that the use of the Platform involves the processing of Protected Health Information (PHI) under the Health Insurance Portability and Accountability Act (HIPAA).

• Business Associate Agreement (BAA): Your use of the Platform is strictly conditioned upon the execution of a mutually acceptable HIPAA Business Associate Agreement (BAA) between the Company and you or your Enterprise Customer. If no BAA is in place, you are prohibited from transmitting PHI to the Platform.

3. Account Eligibility & NPI Verification

• Credential Verification: Access to this Platform is restricted strictly to licensed healthcare professionals (e.g., MDs, DOs, NPs, PAs, RNs) practicing within the United States. To register, you must provide a valid National Provider Identifier (NPI) and medical credentials.
• Prohibition on Falsification: Falsifying medical credentials, utilizing another provider’s NPI, or permitting unlicensed individuals to utilize your clinical seat will result in immediate termination of your account and referral to appropriate regulatory authorities.
• Security of Access: The Platform is passwordless — sign-in is by one-time code sent to your registered email. You are responsible for safeguarding access to that email account and must immediately notify us of any unauthorized use of your account.

4. Data Processing, Retention & Transient Storage

To protect patient privacy, minimize data surfaces, and limit security liabilities, the Platform operates under a strict data minimization protocol:

• Audio Deletion: Raw audio is streamed to our transcription provider for processing and is never written to durable storage on our servers — it exists only transiently for the duration of that processing request. This applies uniformly to every account; it is not configurable.
• No External Training on Patient PHI: Under our AI providers’ standard API terms, data submitted through their APIs is not used to train their general-purpose models by default. We do not separately use your clinical inputs to train any model of our own.
• Retention: Transcripts, generated notes, and related encounter data are retained for a fixed 24-hour window and then automatically and permanently deleted.

5. Prohibited Uses

You agree not to, and will not permit any third party to:

1. Use the Platform for any consumer-facing self-diagnosis tool or to bypass professional human clinical judgment.
2. Record encounters without active verbal or written patient consent.
3. Reverse engineer, decompile, or attempt to extract the source code or underlying algorithms of the Platform.
4. Input into the Platform any voice files or documents for which you do not possess the requisite copyrights or processing permissions.
5. Bypass, disable, or circumvent any security measures, access controls, or rate-limiting protocols built into the Platform.

6. Intellectual Property & Feedback

• Our Ownership: The Company retains all right, title, and interest in and to the Platform, including all AI engines, custom language models, natural language processing pipelines, software updates, and user interfaces.
• Feedback: If you provide any suggestions, feature requests, or performance feedback regarding the Platform, you grant the Company an unrestricted, perpetual, royalty-free license to use and incorporate such feedback to improve our services without obligation to you.

7. Disclaimer of Warranties

The Platform is provided on an “as is” and “as available” basis. To the maximum extent permitted by law, the Company disclaims all warranties, whether express, implied, or statutory, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, and system accuracy.

We do not warrant that the transcribed texts or generated clinical notes will be 100% error-free, complete, secure, or uninterrupted. Genetic factors, co-morbidities, drug interactions, and other relevant symptom pathways drafted by the Platform must always be verified independently by clinical standards.

8. Limitation of Liability

To the maximum extent permitted by law, in no event shall the Company, its affiliates, or its officers be liable for any consequential, indirect, incidental, special, punitive, or exemplary damages, or for any damages resulting from medical malpractice, clinical errors, inaccurate clinical documentation, lost revenues, or loss of data, even if foreseeable.

The Company’s total aggregate liability arising out of or in connection with these Terms or your use of the Platform shall not exceed the total fees paid by you (or your Enterprise Customer) to the Company in the twelve (12) months preceding the event giving rise to liability.

9. Indemnification

You agree to indemnify, defend, and hold harmless the Company, its directors, and employees from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

1. Your clinical practice, medical decisions, or patient treatment outcomes.
2. Your failure to obtain necessary, legally compliant patient consents prior to recording clinical encounters.
3. Your breach of any representation, warranty, or covenant contained within these Terms or the executed BAA.

10. Governing Law & Arbitration

• Governing Law: These Terms shall be governed by and construed in accordance with the laws of the State of Indiana, without regard to conflict of law principles.
• Dispute Resolution: Any dispute, claim, or controversy arising out of or relating to these Terms shall be resolved through binding, confidential arbitration administered by JAMS in Indianapolis, Indiana, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

11. Modifications to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material updates by posting the updated Terms on our website and updating the “Last Updated” date, or by sending you an email notification. Your continued use of the Platform after such modifications constitutes your acceptance of the revised Terms.

12. Contact Information

For questions, notices, or support inquiries regarding these Terms, please contact us at compliance@oncologysolutions.us.