User Agreement — Rosette Scribe

Last updated: 2024-12-19 These Platform Terms of Use ("Terms of Use") form the legal agreement between you and Rosette Health Inc.("Rosette Health," "we," "us," or "our"). These Terms of Use dictate the specifics of how you may engage with and leverage our proprietary AI Medical Interpreter platform, delivered to you as a web application and/or mobile application (the "Platform"), should one be available. PLEASE REVIEW THESE TERMS OF USE THOROUGHLY. BY ACCESSING AND/OR UTILIZING THE PLATFORM, YOU DECLARE THAT YOU HAVE PURVIEWED, COMPREHENDED, AND ACCEPT TO BE LEGALLY BOUND BY THESE TERMS OF USE, AS WELL AS THE TERMS AND STIPULATIONS OF OUR PRIVACY POLICY (THE "PRIVACY POLICY"). THE PRIVACY POLICY IS HEREBY BUILT INTO THESE TERMS OF USE BY REFERENCE AND MADE A CONSTITUENT HEREOF (COLLECTIVELY, THE "AGREEMENT"). IF YOU CANNOT AGREE OR DISPUTE ANY OF THE TERMS IN THIS AGREEMENT, PLEASE ABSTAIN FROM UTILIZING THE PLATFORM. 1. RIGHT TO ACCESS AND USE THE PLATFORM 1.1. Subject to your compliance with the terms and obligations (including payment obligations) of this Agreement, Rosette Health grants you a revocable, limited, non-transferable, non-exclusive, and non-sublicensable, right throughout the Term of this Agreement, to access and employ the AI Medical Interpreter platform strictly for your internal business purposes. 1.2. You are not permitted to (nor should you authorize, encourage, or allow any third-party to): - Reverse engineer, decompile, disassemble, decrypt, or attempt to derive the source code of, the Platform - Alter, translate, or modify the Platform, or any component or portion of it - Replicate the Platform or any part or component thereof - Distribute, copy, rent, lease, resell, or sublicense, assign, transmit, sell or otherwise transfer the Platform - Delete or modify any proprietary marks or restrictive legends placed on the Platform - Use the Platform in violation of applicable law or for unauthorized purposes - Upload harmful code or viruses to the Platform - Circumvent security features of the Platform 2. AUTHORIZED USERS You and your employees and contractors who operate and employ the Platform are herein referred to as "Authorized Users". Each Authorized User must establish an account by providing his/her email address and generating a password (collectively referred to as "Login Credentials"). Login Credentials must not be shared among Authorized Users or by any Authorized User with a third party. 3. INTELLECTUAL PROPERTY RIGHTS The Platform encompasses various elements like software, text, information, documents, descriptions, products, software, graphics, images, audio recordings, audiovisual works, photos, sounds, videos, interactive features, and services that we provide you, and other material sourced from or facilitated by Rosette Health (the "Materials") and the trademarks, service marks and logos contained therein ("Trademarks", and together with the Materials, the "Content"), is the property of Rosette Health and/or its licensors and may be protected by applicable copyright or other intellectual property laws and treaties. 4. YOUR INFORMATION AND DATA In this Agreement, "Your Information" stands for any data or information submitted by you or your Authorized Users to the Platform, including, but not limited to, Patient Records and personal information of Authorized Users. You are solely responsible and liable for Your Information, as well as for the Results. 5. RETENTION OF YOUR INFORMATION Information will be deleted once it is no longer needed for the purposes it was collected for, or following a valid consumer request under applicable privacy laws. You acknowledge that the Platform does not operate as an archive or file storage service. 6. PAYMENT OBLIGATIONS In consideration for access and usage of the Platform, you may be required to make a payment for the applicable subscription plan chosen during the registration process within a timeframe of thirty (30) days upon receipt of the invoice. 7. GUIDELINES FOR PLATFORM USAGE Upon accessing and/or engaging with the Platform, you shall abide by the following terms: - Use the Platform in compliance with all applicable laws - Do not use the Platform for any illegal activities - Do not upload harmful code or viruses - Do not attempt to reverse engineer the Platform - Do not interfere with Platform security features 8. USAGE AGE LIMITATIONS The operation of the Rosette Health Platform is strictly limited to individuals who are 18 years old or above. If your age falls below this legal age threshold, we respectfully request you to refrain from accessing, operating and/or using the Platform. 9. DISCLAIMERS AND LIMITS ON LIABILITY THE PLATFORM AND/OR THE RESULTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. 10. THIRD-PARTY WEBSITES The Platform may contain links to websites governed by third parties ("Third-Party Websites"). These links are offered for your benefit and convenience, and do not constitute an endorsement or approval by us of the content available on such Third-Party Websites. 11. CONFIDENTIALITY You may have access to certain non-public or proprietary information and Materials of Rosette Health and/or its affiliates, whether in tangible or intangible form ("Confidential Information"). You shall take commercially reasonable measures to protect Rosette Health's Confidential Information within your possession or control, from misuse or disclosure to a third party. 12. ASSURANCES AND GUARANTEES You hereby represent, warrant and covenant that you have: (i) all requisite rights and privileges that allow you to supply us with, or authorize our access and utilization of, Your Information, and (ii) procured all essential and appropriate approvals, permissions, and consents in compliance with any and all applicable laws and regulations relating to Your Information provided herein. 13. TERMINATION This Agreement shall remain in effect until terminated by either party. You may terminate this Agreement at any time by ceasing to use the Platform and notifying us in writing. We may terminate this Agreement immediately upon written notice to you if you breach any of the terms and conditions of this Agreement. 14. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which Rosette Health is incorporated, without regard to its conflict of law provisions. 15. CONTACT INFORMATION If you have any questions about this Agreement, please contact us at the email address provided in the Platform or through our customer support channels.