Effective Date: April 29th, 2025

1. ACCEPTANCE OF TERMS

Welcome to Empatia AI ("Empatia," "we," “our” or "us"). By accessing or using our software services, including supports providers, and provider practices, in patient management through audio records, transcription services, and Empathia Content (as defined below) on the Platform, as more fully described in these Terms (collectively, the “Empathia Services”), you (”Your” or “You) agree to comply with and be bound by these Terms of Service ("TOS"). If you do not agree with these terms, please do not use our Services.

2. USER AGREEMENT

These TOS form a legally binding agreement between Empatia AI and the users of our Services ("Users"). These TOS apply to all Users, including primary care physicians, clinicians, colleagues, and patients.

3. DESCRIPTION OF SERVICES

Empathia AI provides a platform, including a website and related mobile applications (collectively, the “Empathia Platform”), which makes available to Health Care Professionals various services, including transcription, summarization, scribing, document generation, patient education and other similar functions (the "Services"). For purposes of these Terms, “Health Care Professional” means a physician, nurse, nurse practitioner, or similar professional, or a student in medical training. The specific features of the Services that are available may change from time to time, and Empathia AI may choose to discontinue some or all of the Services, in its discretion.

You understand and agree that the Services may include certain communications from Empathia AI, such as service announcements and administrative messages. You consent to receive such communications from us electronically. Unless explicitly stated otherwise, any new features that augment or enhance the current Services, including the release of new Empathia AI features, shall be subject to these Terms.

The Services include or may include information, data, text, messages, software, audio, video, photographs, graphics, images, tags, and/or other materials ("Content"). You acknowledge and agree that the Content available through the Services may be obtained or derived from third-party sources (collectively, "Content Providers"), such as individuals or entities that have created and contributed such Content to the Empathia Platform. Content may also include materials that the institution or private company by whom you are employed or to whom you provide services (“Employer”) decides to make available to you via the Empathia Platform. Your use of any Content, including, without limitation any
medical information, is at your own risk, as described in more detail below.

Demo Version

You can request and may be invited to try a limited preview version of the
Empathia Platform via our website. You acknowledge that the Demo Version does not represent a final product from Empathia. The Demo Version is available to you "AS-IS", and Empathia disclaims any warranty or liability obligations to you of any kind. You accept and acknowledge that the sole purpose with the Demo Version is for you to evaluate the potential usage of the Empathia Platform. Further, you accept and acknowledge that you will not use
the Demo Version to record an actual medical encounter or include patient health information in the conversation.

4. USER ACCOUNT

Once You create an Empathia account on the Platform (“Empathia Account”), You will be considered a “User”. You should be the sole user of your Empathia Account. You are fully responsible and liable for Your employees’ compliance with these Terms and unauthorized use of your Empathia Account.

4.1 CONDITIONS ON ACCESS TO THE SERVICES

Access to and use of the Services is limited to Health Care Professionals who are at least 18 years of age. You must register to use the Services. To register, you must provide Empathia with your name, valid email and other information specified in the registration form
("Registration Data"). By registering, and in consideration of the use of the Services, you represent and warrant that: (i) the Registration Data that you provide about yourself is true, accurate, current, and complete; (ii) you are a Health Care Professional; (iii) you are at
least 18 years of age; and (iv) you will maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You authorize Empathia to confirm the truthfulness and accuracy of the Registration Data. If you provide any information that is untrue, inaccurate, not current or incomplete, or if Empathia has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Empathia has the right to suspend or terminate your account and refuse any and all current or future use of the Services.

You acknowledge and agree that your use of the Services is dependent upon access to
telecommunications and Internet services. You further understand that your use of the Services may involve or require the transmission of significant amounts of data.

You understand and agree that you are solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software required to access and use the Services, including, without limitation, any and all costs, fees, expenses and taxes of any kind related to the foregoing or that may otherwise arise from your
use of the Services. Empathia shall not be responsible for any loss or corruption of data, lost
communications, loss of functionality or any other loss or damage of any kind arising from any such telecommunications and Internet services.

Use of the Services is void where prohibited. By using the Empathia Platform, you represent and warrant that you have the right, authority, and capacity to agree to and abide by these Terms and that you are not prohibited by law from using the Services.

4.2 NOT MEDICAL ADVICE; DISCLAIMERS

Empathia AI is designed to assist licensed healthcare professionals by supporting clinical workflows and documentation. It is not a substitute for professional medical judgment or decision-making. All diagnoses, treatments, and clinical decisions must be made by a qualified healthcare provider. Empathia assumes no liability for medical decisions made based on its output. The software is provided solely as a support tool for licensed medical professionals. Under no circumstances should the software's suggestions be treated as medical advice without validation by a qualified clinician.

Empathia AI does not provide medical advice and does not make diagnostic, treatment, or other
clinical decisions or judgments. The Services and Content are not a substitute for the competent analysis and professional judgment of Health Care Professionals. The medical information that is provided to you through the Services is dependent upon the Content that you access and the information that you select and enter, as well the specifics of your situation. NEITHER EMPATHIA NOR ANY CONTENT PROVIDER WARRANTS OR GUARANTEES THAT THE MEDICAL INFORMATION OR ANY RESULTS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELEVANT, COMPLETE, OR UP TO DATE. YOU, AND NOT EMPATHIA ARE SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY OF ALL MEDICAL INFORMATION, FOR MAKING DIAGNOSTIC AND CLINICAL DECISIONS, AND FOR
COMPLYING WITH ALL LAWS, REGULATIONS, LICENSING REQUIREMENTS, AND THE
APPLICABLE STANDARD OF CARE AND SCOPE OF PRACTICE IN DELIVERING HEALTH CARE
SERVICES. EMPATHIA NOR ANY CONTENT PROVIDER IS RESPONSIBLE OR LIABLE FOR ANY ADVICE, COURSE OF TREATMENT, DIAGNOSIS, OR ANY OTHER INFORMATION OR SERVICES THAT ANY PATIENT MAY OBTAIN OR RECEIVE. EMPATHIA IS NOT RESPONSIBLE OR LIABLE FOR ANY BILLING, CODING, OR CLAIMS ACTIVITIES CONDUCTED BY YOU.

By accessing the Services, you assume full responsibility for the use of any information obtained through the Services and agree that neither Empathia nor any of its licensors or Content Providers is responsible or liable for any claim, loss, or damage arising from the use of the information. Your reliance upon the Content obtained or used by you through the Services is solely at your own risk. You also acknowledge that the output or information generated through the Services may be computer-generated and not human generated, and that such information may be inaccurate or incomplete.

5. USER CONDUCT AND COMPLIANCE

5.1 LIMITED USE LICENSE

Subject to the restrictions set forth in these Terms, Empathia grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Platform in connection with the Empathia Services and to access other information related to conversations and visits shared with you from patients (“Patient Data”) on the Platform. You may use the Platform, subject to these Terms, solely for Your internal business purposes limited to training, patient care services, and evaluating the Platform for potential use in patient care services. You and not Empathia shall be solely responsible to obtain Your patient's consent to allow Empathia to collect, store, and process Patient Data in any form for Empathia to provide the Empathia Services to You.

You shall not, and shall not permit others to, modify, decompile, reverse engineer, or create derivative works of the Platform or Patient Data.

Empathia reserves the right to revoke or terminate the license granted in this section if you breach these Terms, fail to comply with applicable laws, or discontinue payment of subscription fees.

Empathia will implement reasonable security measures to protect Patient Data, but the User remains responsible for obtaining all necessary consents, ensuring compliance with applicable data protection laws, including HIPAA, and safeguarding any data shared with Empathia.

5.2 ACCEPTABLE USE POLICY

You may only use the Platform in compliance with applicable federal, state, local and international laws, rules and regulations and our Acceptable Use Policy (“AUP”) described below. You agree that we have the right to investigate violations of these Terms and may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

In using the Platform, You should refrain from any abusive, dangerous, or threatening behavior. We reserve the right to immediately suspend, block and/or terminate Your access to or use of the Platform if, in our sole discretion, such behavior is exhibited.

As a condition of Your access to or use of the Platform, You agree to:

i. Comply with the Terms and this AUP;

ii. Comply with all applicable laws, rules and regulations;

iii. Upload and use only Account Data which You own or to which You have obtained all required rights, waivers, permissions and consents and in accordance with all applicable laws, rule and regulations;

iv. Prevent unauthorized access to or use of the Platform and keep passwords and all other login information to Your account secure and confidential;

v. Promptly notify us if You become aware of or reasonably suspect any illegal or unauthorized activity or a security breach involving Your account, including any theft, loss, unauthorized access to, disclosure, or use of any login information or account; and

vi. Comply with all terms applicable to any third party products and services, including any that You elect to use along with the Platform, if any.

Further, as a condition of Your access to or use of the Platform, You will not:

Attempt to reverse engineer, decompile, disable, disassemble, modify, copy, translate, or disrupt the features, functionality, integrity, or performance of the Platform, or sublicense, resell or time share the Platform;

ii. Attempt to gain unauthorized access to all or a portion of the Platform, the networks or systems related to the Platform, or any data contained therein;

iii. Interfere with another’s use of the Platform;

iv. Permit access to the Platform by any third party;

v. Rent, lease, lend, or grant a security interest in the Platform to any third party;

vi. Provide the Platform to third parties in any service-bureau or similar capacity;

vii. Disclose any user IDs, passwords, API keys or other similar access credentials to any third party;

viii. Modify, copy, or make derivative works based on the Platform;

ix. Upload to, or transmit from, the Platform any data, file, software, or link that contains or redirects to a worm, virus, Trojan horse or other harmful code or a technology that unlawfully accesses or downloads content or information stored within the Platform;

x. Violate any applicable law, rules or regulations, the privacy rights of any third party or use the Platform to store or transmit any information that may infringe upon or misappropriate any third party intellectual property rights;

xi. Post or transmit any Account Data or other content that is fraudulent or misleading;

xii. Post, upload, share or distribute any content that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate;

xiii. Impersonate any person or entity or misrepresent Your affiliation with any person or entity;

xiv. Access, search, or use any software or other tool or method to access, search, or download any intellectual property from the Platform by any means other than our approved interfaces (i.e., ‘scraping’);

xv. “Frame” or “mirror” any of Empathia’s content;

xvi. Probe, scan, or test the vulnerability of any of our systems or networks, breach any security or authentication measures, or attempt to gain unauthorized access to the Platform, systems or networks including to circumvent any software, security protections or monitoring of the Services;

xvii. Initiate a denial-of-service attack or a distributed denial-of-service attack, or otherwise attempt to interfere with the proper working of the Platform;

xviii. Attempt to obtain personal information, or collect or record any information about users of the Platform;

xix. Use the Platform except for Your own individual use for training, patient care services, and evaluating the Platform for potential use in patient care services;

xx. Send or share any altered, deceptive or falsely sourced information, including ‘spoofing’ or ‘phishing’;

xxi. Use the Platform in any manner that may harm any person or entity;

xxii. Engage in activity that incites or encourages violence or hatred, or that discriminates;

xxiii. Access or use the Platform in order to build a similar or competitive product or service;

xxiv. Without Empathia’s prior written consent, publish, disclose to any third party, or otherwise disseminate any benchmarking or other test results or similar data or reports, or other information, opinions, or results generated in connection with Your use of the Platform, including any comparisons of the Platform with alternative services or technology; or

xxv. Authorize, permit, enable, induce or encourage any third party to do any of the above.

6. OWNERSHIP

Empatia AI retains ownership of all intellectual property associated with the Services, including content, trademarks, and AI technology. Users may not reproduce, distribute, or modify any part of our Services without prior written consent.

Empathia and its licensors exclusively own and retain all rights, title and interest in and to, including all intellectual property rights therein and thereto the Empathia Platform including the Platform and all websites, mobile applications, software, processes, algorithms, designs, user interfaces, look and feel, branding, documentation, specifications, application programming interfaces, and other technology provided or used in connection with or that constitutes the the Services (collectively, “Empathia Technology”). Empathia and its licensors reserve all rights not expressly granted in these Terms. No right or license is granted to make any improvements, derivative works, or modifications to the Platform or to any of the Empathia's Intellectual Property related to the Platform (“Improvements”). To the extent Improvement is made by the User or otherwise arises from the User's use of or access to the Platform, all rights in such Improvement are hereby assigned to Empathia. In the event this assignment fails for any reason, User grants to Empathia a worldwide, perpetual, irrevocable, fully paid up, sublicensable (through multiple tiers), transferable license to practice such Improvement to Empathia.

You shall not, and shall not permit others to, modify, decompile, reverse engineer, or create derivative works of the Platform or Patient Data.

7. PRIVACY AND DATA HANDLING

Users' use of our Services is subject to our Privacy Policy. By using our Services, Users consent to the collection, use, and processing of their data in accordance with our Privacy Policy.

8. PAYMENT AND SUBSCRIPTION

Users are responsible for paying subscription fees in accordance with our pricing model, as detailed in the applicable subscription agreement.

Subscriptions are billed on a monthly or annual basis, with payment due at the start of each billing period. Subscriptions will automatically renew unless canceled before the end of the current period. Cancellations take effect the day after the current subscription period ends, and users must cancel before the next billing cycle to avoid charges for the upcoming period.

Empathia reserves the right to change subscription fees with reasonable advance notice. Any fee changes will apply at the start of the next subscription period.

If payment is not received by the due date, Empathia reserves the right to suspend or terminate access to the platform until payment is made. Empathia does not offer refunds or credits for partial subscription periods, except as expressly stated in these Terms.

9. TERMINATIONS OF SERVICES

Your use of the Services is subject to and expressly conditioned on your compliance with these Terms. We may terminate and/or suspend your access to any portion of the Services upon notice to your Employer in the event that we reasonably determine that you have violated the Terms.

Upon termination, you shall immediately destroy any Content in your possession, if any, and
cease use of the Services.

Sections 7, 8, 9 and 10 through 12 shall survive termination of these Terms for any reason.

10. LIMITATION OF LIABILITY

Empathia shall not be liable for any direct, indirect, incidental, consequential, or punitive damages arising from the use or inability to use our Services.

IN NO EVENT WILL WE OR OUR LICENSORS OR SUPPLIERS HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL OUR OR OUR LICENSORS OR SUPPLIERS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR USE OF THE EMPATHIA SERVICES OR PLATFORM BY YOU (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY (INCLUDING NEGLIGENCE)) EXCEED $1,000. THE FOREGOING WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. YOU AGREE THAT THE TERMS IN THIS LIMITATION OF LIABILITY SECTION ALLOCATES THE RISKS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS.

11. INDEMNITY

You will indemnify, defend, and hold harmless Empathia, its affiliates, officers, directors, shareholders, employees, contractors, licensors, licensees, agents, and representatives (the “Covered Entities”) against all liability, claims, costs, damages, settlements, and expenses (including interest, penalties, attorney fees and expert witness fees) (“Liabilities”) incurred by any Covered Entity in any way arising out of or relating to this Agreement, your use of the Services and/or your content. Empathia reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.

12. MISCELLANEOUS

1. The Agreement incorporates all Empathia policies and additional terms found on the website.
2. We reserve the right to change these terms at any time. When we make such changes, we will post them to our websites and you will be able to access them through the same link you used before. Your use of the Services after such changes constitutes acceptance of the new terms.
3. Empathia will be entitled to recover any legal fees and other costs associated with enforcing the Agreement.
4. We will communicate with you either by emailing the address associated with your account or by posting on the website itself. You and we will give any notices required or permitted by the Agreement (other than legal process) by email with the proviso that we will email your account address and you will email us at notice@empathia.ai. Emails to other addresses will not satisfy any notice requirement.
5. You are responsible for being informed about and complying with all laws, rules and regulations that apply to your use of the Services. For example, to the extent the CAN-SPAM Act applies to anything you do, you agree to comply with it.
6. The Agreement is the entire agreement between you and Empathia and it replaces any other agreement between us on this subject. Aside from our right to make changes described in this Agreement, any amendments to the Agreement must be in a writing signed by both parties.
7. We may include Your name and logo in lists of Empathia’ s customers, solely to identify You as a user of the Platform and further provided that such customer lists shall not be presented in such a way as to indicate or imply any endorsement by or affiliation with You unless Empathia obtains Your prior written consent.‍
8. You cannot assign the Agreement without our written agreement. We can assign the agreement to any entity that agrees to be bound by the terms of the Agreement.
9. The Agreement is governed by the laws of the State of California, excluding its choice of laws principles. The parties will resolve any disputes in the courts of Los Angeles County, California, except for any optional arbitration as described next. Excluding claims for equitable relief, if the total amount in dispute is less than $10,000, either party may elect to resolve the claim through binding arbitration by initiating arbitration through an established provider that is agreed by the parties. The arbitration must be conducted under the following rules: (a) at the choice of the party seeking relief, the arbitration shall be conducted by telephone, online, or solely on written submissions; (b) no party or witness will make any personal appearance unless the parties agree otherwise; and (c) the winning party may have the arbitrator’s award entered as a judgment in any court of competent jurisdiction.
10. Except to the extent applicable law does not permit the following restriction, any claim (in court or in arbitration) must be brought in the initiating party’s individual capacity and not as a plaintiff or class member in any class action or other similar proceeding.
11. If any provision of the Agreement is unenforceable, the validity and enforceability of the remaining provisions will not be affected. No waiver will be effective unless it is in an explicit writing and signed by an authorized representative of the waiving party.

By using the Services, you acknowledge that you have read, understood, and agreed to these Terms of Service.

If you have any questions about these TOS, please contact us at support@empathia.ai