• Non-Exclusive Licence Agreement

This licence agreement (the “Agreement”) between medX Insight (“Licensor”) and you or the entity you represent (“You”) sets out the terms and conditions governing your access and/or use of the software (“Software”) as defined in paragraph 2 below. By checking the box at the end of this Agreement, you indicate your acceptance of the terms of this Agreement. This Agreement takes effect on the date you accept the terms of the Agreement in accordance with this section (the “Effective Date”). You represent that You have reached the age of majority and are therefore legally able to enter into contracts.

• Description and Usage of the Software

OneChart is a voice-to-text tool that helps doctors take notes during patient meetings. It uses your device’s microphone to listen to the conversation and transcribe what’s said. When you’re ready, you can automatically generate a SOAP note or other documentation from the transcribed text. This note is created using artificial intelligence, focusing on important details and filtering out filter words and unnecessary information. Before using OneChart, doctors must obtain the patient’s consent. Once the patient agrees, the doctor should press the start button to begin.

• Grant of Licence

Licensor grants You a limited, revocable, non-exclusive, non-sublicensable, non-transferable licence to access and/or use the Software to transcribe conversations. You agree that You may not use the Software in any manner or for any purpose other than as expressly permitted by this Agreement and in particular You may not:

 (a) modify, alter, tamper with or create a derivative work of the Software;

 (b) reverse engineer, disassemble or decompile the Software; or

 (c) resell or sublicense the Software.

• Modification of Licence

Licensor may modify the terms of this Agreement at any time without notice. Any additional or modified terms will be effective upon being posted on the Licensor’s website and/or Software. It is your responsibility to review the Agreement periodically on the website and/or Software. Your continued use of the Software constitutes your acceptance of the modified or additional terms.

• Proprietary and Intellectual Property Rights

As between Licensor and You, Licensor owns all right, title and interest in and to the Software. You acknowledge and agree that the Software is licensed to You only for the term of this Agreement and in accordance with the terms and conditions of this Agreement. Except for the limited rights granted in this Agreement, all rights are reserved by Licensor.

• Term

The term of this Agreement commences on the Effective Date and remains in effect until terminated in accordance with para. 7 of this Agreement.

• Termination

This Agreement may be terminated by either party upon 30 days’ prior written or electronic notice to the other party.

• Fees and Payment

You hereby recognize that the Licensor accepts fees or payment for use of the Software at this time through Stripe.

• Disclaimer

The Software is provided “as is”, without warranty of any kind, either express or implied, including but not limited to the implied warranties of merchantability or fitness for a particular purpose. Licensor gives no warranty that the Software will meet your particular requirements or that the operation of the Software will be uninterrupted or error free. You agree that the Licensor has taken appropriate measures to inform You of any risks associated with using the Software throughout the entirety of this Agreement. The Software is provided for general informational purposes only and is not a substitute for professional advice. Accordingly, before taking any actions based upon such information, You agree to consult with the appropriate professionals. The Software does not provide any kind of actionable or significant medical/health advice.

• Limitation of Liability

In no event shall Licensor, its directors, officers, agents, employees or affiliates be liable to You for any direct, indirect, special, consequential or exemplary damages arising out of or related to the use or inability to use the Software, even if Licensor has been advised of the possibility of such damages. This limitation of liability shall apply to any claim or cause of action whatsoever whether such claim or cause of action is based on contract, tort, strict liability or other theory.

• Responsibility for Use of Software

You are responsible and liable for all uses of the Software through access thereto provided by You, directly or indirectly. Specifically, and without limiting the generality of the foregoing, You are responsible and liable for all actions and failures to take required actions with respect to the Software by You or by any other person to whom You or any other person may provide access to or use of the Software, whether such access or use is permitted by or in violation of this Agreement. Use of the Software is intended for registered professional doctors and/or physicians who are experienced and responsible in the diagnosis, analysis, testing, and treatment of any medical and all medical complications. You are also assumed to be a current, valid member of the College of Physicians and Surgeons of Ontario OR a licensed medical doctor and/or physician in Ontario, Canada, OR a licensed healthcare practitioner in the United States. In addition, You shall have enough judgment in input and output such that You can verify all software output. This program shall not be used by any individual who can’t hand verify the program output or who does not have prior experience in responsible charge (that is being the physician and/or doctor of record). Every attempt has been made to provide a sound Software that outputs appropriate results. The Software Licensor is not liable implicitly or explicitly for any and all damages arising from the use of the Software. The accuracy and use of this program rests entirely on You only. All responsibility for final diagnosis, treatment, testing, and/or analysis resides with You. The Software should not be used for analysis unless appropriate and reasonable caution is exercised and both input and output is verified by an experienced and registered professional doctor and/or physician. You are responsible for obtaining any and all permissions and/or consent(s) required before using the Software. You agree that You are solely responsible for any and all harm caused by use of the Software.

• Indemnity

You agree to indemnify and hold harmless Licensor together with its directors, officers, agents, employees and affiliates, from and against all liability, causes of action, claims, costs and expenses arising out of or resulting from your use and/or access of the Software. You hereby agree that the Licensor has informed You that the Software is not a substitute for medical advice and/or counsel. In any given situation, medical diagnoses, treatments, and tests depend on many factors.

• Privacy and Security

Licensor is committed to respecting your privacy rights. The only information retained by the Licensor is limited to the information entered by You in the process of providing access to the Software to You. These are the fields entered by You on the Software. All other information will not be retained, protected, and or managed by the Licensor. You agree to indemnify and hold harmless Licensor together with its directors, officers, agents, employees and affiliates, from and against all liability, causes of action, claims, costs and expenses arising out of or resulting from the information you provide through the use and or access of the Software.

As a firm believer of privacy rights for our customers and to exceed the compliance of applicable privacy laws that we are subject to (PIPEDA/PHIPA) we have implemented the following rights for our data subjects:

• Right to Access: You can request access to your personal data.
• ‍Right to Correct: You can request correction of inaccurate or incomplete data.‍
• Right to Delete: You can request deletion of your personal data.‍
• Right to Processing: You can request to limit the processing of your data.‍
• Right to Portability: You can request a copy of your data in a structured, machine-readable format.‍
• Right to Object: You can object to the processing of your data for certain purposes.‍
• Right to Non-Discrimination: You have the right not to be discriminated against for exercising any of your CCPA rights.‍
• Right to Consent: You can withdraw your consent to data processing at any time.

To exercise these rights, contact us at privacy@onechart.ai

In addition to our strong privacy posture, we maintain strict security safeguards powered by a combination of automated and manual processes. This includes practices such as breach notification target of 72 hours, response plans covering privacy and security incidents, application/infrastructure logging, and a comprehensive security program based on industry leading practices.

Data Protection Officer (DPO)

We have appointed a Data Protection Officer (DPO) to oversee our data protection strategy and ensure compliance with GDPR requirements. If you have any questions or concerns about how we handle your personal data, you can contact our DPO at:

Adil Mohammed

adil@medxinsight.com

• Use of Third Party Software

By using the Software, You agree to comply with the privacy policies of any and all Third Party Softwares (as defined in para. 13). Third Party Softwares are defined as any and all third party service providers that medX Insight is working with.

medX Insight (DBA OneChart) utilizes the following subprocessors to deliver its platform:

• Google Workspace: Email/Productivity
• Hostinger: Website
• Slack: Communication
• Stripe: Payments
• Anthropic: Fine-Tuned Foundational AI model
• OpenAI: Fine-Tuned Foundational AI model
• Deepgram: Speech analytics

• Notices

All notices given under this Agreement shall be in writing or electronic mail. The Licensor hereby agrees to receive notice via email at team@medxinsight.com. You hereby agree to receive notice via email at your given email.

• No Waiver

No provision of this Agreement shall be deemed to be waived by Licensor unless such waiver is in writing and signed by the Licensor. No failure by Licensor to exercise and no delay by Licensor in exercising any right or remedy under this Agreement will be deemed to be a waiver by Licensor of that right or remedy. No waiver by Licensor of any breach by You of this Agreement shall be deemed to be a waiver of any subsequent breach by You of that provision.

• Severability

If any court of competent jurisdiction holds that any provision in this Agreement is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.

• Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

• Entire Agreement

This Agreement forms the entire agreement between the parties with respect to the subject matter hereof and supersedes and cancels any and all prior or contemporaneous discussions, negotiations, arrangements and agreements between them, express or implied, oral or written, with respect to such subject matter hereof.

• Assignment

You will not assign this Agreement or sublicense any of your rights under this Agreement without the prior written consent of the Licensor. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of, the parties and their respective successors and assigns.

• Acknowledgment

You acknowledge that You have read this licence, understand it and agree to be bound by its terms and conditions.