Rhazes Clinician Terms of Use

These Terms of Use (Terms) govern your access to and use of the Service. By creating an account, clicking to accept, accessing, or using the Service, you agree to be bound by these Terms.

If you are using the Service on behalf of a clinic, practice, hospital, employer, or other organisation, you represent and warrant that you have authority to bind that organisation, and you includes both you and that organisation.

If you do not agree to these Terms, you must not access or use the Service.

The Service is a professional tool intended only for use by licensed, registered, certified, or otherwise legally authorised healthcare professionals acting in their professional capacity in jurisdictions where they are permitted to practise (Clinicians).

By using the Service, you represent, warrant, and agree that:

1. you are, and will remain at all relevant times, a Clinician in good standing in the jurisdiction(s) where you use the Service;
2. you are using the Service solely for professional, business, or organisational purposes and not as a consumer, patient, or member of the general public;
3. you will use the Service only within the scope of your training, licence, registration, privileges, supervision arrangements, and applicable law;
4. you are responsible for ensuring that your use of the Service is permitted in your jurisdiction and practice setting; and
5. you will immediately stop using the Service if you cease to be duly authorised to practise, are suspended, restricted, or otherwise become ineligible.

The Service is not directed to patients, consumers, children, or the general public. Patients and other non-clinicians may not create accounts or use the Service.

We may require evidence of your identity, licensure, registration, professional affiliation, or authority to use the Service and may suspend or terminate access if we cannot verify eligibility to our satisfaction.

The Service is an assistive software platform designed to support clinical workflows, including, depending on configuration, documentation, transcription, summarisation, coding support, auditing support, knowledge retrieval, and clinical decision support.

The Service is provided to assist Clinicians; it does not replace professional judgment, diagnosis, prescribing, coding judgment, billing judgment, safeguarding obligations, escalation decisions, referral decisions, or any legal, ethical, professional, or clinical duties owed by you or your organisation.

You remain solely responsible for all:

• clinical decisions, diagnoses, treatment plans, prescriptions, referrals, and follow-up;
• coding, claims, billing, reimbursement submissions, and compliance submissions;
• patient communications, disclosures, consent processes, and record entries;
• review, verification, editing, approval, and sign-off of all outputs before use, disclosure, filing, or reliance; and
• compliance with applicable laws, regulations, professional standards, payer rules, local policies, and employer rules.

You must exercise independent judgment and appropriately review all outputs before relying on them. You must not rely on the Service as the sole basis for any diagnosis, treatment, prescribing, triage, coding, billing, or other decision.

The Service is not intended to be your sole or primary system for handling medical emergencies or other time-critical situations where delayed, incomplete, or incorrect output could reasonably be expected to cause harm without independent professional review.

You must not use the Service as the sole basis for:

1. emergency triage or emergency intervention decisions;
2. high-risk medication dosing, contraindication assessment, or life-support decisions without independent verification;
3. any decision requiring immediate specialist escalation where delay may cause harm; or
4. any use prohibited by applicable law, regulation, or professional guidance.

You must provide accurate, complete, and current information when creating and maintaining your account. You are responsible for all activity occurring under your account and for keeping your credentials confidential.

You must not:

• share your login credentials with any other person;
• allow any non-Clinician to access the Service using your account;
• impersonate another person or misrepresent your identity, role, qualifications, or authority; or
• create accounts using false, misleading, or unverifiable professional details.

You must promptly notify us of any suspected unauthorised access, security incident, or compromise affecting your account or the Service.

You may submit, upload, record, transmit, prompt, store, or otherwise make available content through the Service, including recordings, transcripts, notes, templates, documents, prompts, outputs, images, files, coding data, and other information (Customer Content).

You are solely responsible for Customer Content and for your decision to submit it to the Service. You represent, warrant, and agree that:

1. you have all rights, permissions, notices, consents, and lawful bases required to collect, upload, record, process, and use the Customer Content with the Service;
2. your Customer Content and your use of the Service do not and will not violate any law, regulation, confidentiality obligation, professional duty, privacy right, employment obligation, contractual restriction, or third-party right;
3. you have complied, and will comply, with all applicable requirements relating to patient privacy, confidentiality, recording, monitoring, surveillance, consent, transparency, retention, and cross-border transfer;
4. you will not submit Customer Content that you are not authorised to process; and
5. you will maintain your own copies, records, and backups where appropriate for your legal and professional obligations.

Where you use the Service with patient data or other regulated personal data, you acknowledge that you or your organisation act as the controller (or equivalent) for that data and that Rhazes acts as a processor/service provider only to the extent described in our Privacy Policy or any separate data processing agreement.

As between you and Rhazes, you retain ownership of Customer Content.

You grant Rhazes and its affiliates, subprocessors, and service providers a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, store, transform, display, process, and otherwise use Customer Content solely to:

1. provide, operate, secure, maintain, support, and improve the Service;
2. perform troubleshooting, debugging, abuse prevention, safety monitoring, and quality assurance;
3. comply with law and enforce these Terms; and
4. exercise our rights and perform our obligations under these Terms, the Privacy Policy, and any applicable order form or data processing agreement.

Any use of Customer Content for model training or other purposes beyond those described in the Privacy Policy or a separate written agreement will be governed by those documents and your settings or instructions.

The Service may generate transcripts, summaries, drafts, coding suggestions, retrieval results, recommendations, or other outputs using statistical, machine-learning, or generative AI systems (Outputs).

Outputs may be incomplete, inaccurate, out of date, biased, non-compliant, misleading, or unsuitable for your patient, payer, organisation, specialty, or jurisdiction. The Service may omit clinically relevant information, generate incorrect citations, or produce text that appears authoritative but is wrong.

Accordingly:

1. you must independently review, verify, and edit all Outputs before using, relying on, filing, sharing, signing, submitting, or implementing them;
2. you must independently verify diagnoses, differential diagnoses, contraindications, dosing, interactions, management plans, coding, billing rules, and references;
3. you must not represent any Output as having been validated by Rhazes for your specific patient, specialty, organisation, payer, or jurisdiction unless we expressly state so in writing; and
4. you assume all risk arising from your use of or reliance on Outputs.

You must not, and must not permit others to:

1. access or use the Service if you are not an eligible Clinician;
2. use the Service for consumer, personal, household, or patient self-service purposes;
3. upload or process data without appropriate rights, notices, consents, or lawful basis;
4. use the Service in a way that infringes any person's privacy, confidentiality, intellectual property, publicity, or other rights;
5. use the Service to develop, train, benchmark, or improve a competing product or model;
6. scrape, harvest, crawl, mirror, frame, or systematically extract data or content from the Service;
7. reverse engineer, decompile, disassemble, derive source code from, or attempt to discover underlying models, prompts, methods, or trade secrets except to the extent such restriction is prohibited by law;
8. bypass, disable, interfere with, or circumvent rate limits, security features, usage restrictions, access controls, or safety mechanisms;
9. introduce malware, harmful code, or malicious content;
10. use the Service in connection with unlawful discrimination, unlawful surveillance, harassment, defamation, spam, or any unlawful or abusive activity;
11. resell, sublicense, rent, lease, timeshare, bureau, or otherwise commercially exploit the Service except as expressly authorised in writing by Rhazes; or
12. publish or disclose performance tests, security test results, or competitive analyses relating to the Service without our prior written consent.

The Service may interoperate with third-party systems, including EHRs, transcription providers, model providers, cloud providers, payment processors, communication tools, or other integrations.

We do not control and are not responsible for third-party services, data, systems, uptime, acts, omissions, policies, or security practices. Your use of third-party services may be subject to separate terms and privacy policies.

We may add, remove, suspend, or change integrations at any time without liability.

The Service, including all software, models, interfaces, workflows, templates supplied by us, branding, documentation, text, graphics, design, know-how, and all related intellectual property rights, are and remain the exclusive property of Rhazes and its licensors.

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during the term solely for your internal professional use as an eligible Clinician.

Except for the limited rights expressly granted in these Terms, no rights are granted to you by implication, estoppel, or otherwise.

If you provide suggestions, ideas, comments, improvements, bug reports, or other feedback about the Service, you grant Rhazes a perpetual, irrevocable, worldwide, royalty-free, fully paid-up right to use, reproduce, adapt, modify, distribute, commercialise, and otherwise exploit that feedback without restriction or obligation to you.

Some features may be free, and some may require payment now or in the future. If you purchase a paid subscription or paid features:

1. you agree to pay all applicable fees, charges, and taxes;
2. fees are billed in advance unless otherwise stated;
3. except where required by law, fees are non-cancellable and non-refundable;
4. we may change pricing on prospective notice; and
5. if payment fails or is overdue, we may suspend or terminate access.

We may, without liability and with immediate effect, suspend, restrict, or terminate your access to all or part of the Service if:

1. we reasonably believe you are not, or are no longer, an eligible Clinician;
2. you breach these Terms, the Privacy Policy, or any other applicable agreement;
3. your use poses a legal, regulatory, security, operational, safety, reputational, or misuse risk to us, the Service, patients, third parties, or other users;
4. we are required to do so by law, court order, regulator, licensor, or supplier;
5. payment is overdue; or
6. we discontinue the Service or a feature.

You may stop using the Service at any time. On termination or suspension, your right to use the Service ceases immediately, but provisions that by their nature should survive will survive, including provisions relating to liability, indemnity, intellectual property, disputes, accrued rights, and payment obligations.

We may modify, update, restrict, replace, suspend, or discontinue any part of the Service at any time, with or without notice, including features, functionality, supported jurisdictions, supported integrations, limits, availability, and technical requirements.

We have no obligation to maintain any particular feature, workflow, compatibility, uptime level, or product roadmap unless expressly agreed in writing.

To the maximum extent permitted by law:

1. the Service and all Outputs are provided "as is" and "as available";
2. we make no representation, warranty, or guarantee that the Service or any Output will be accurate, complete, reliable, clinically appropriate, payer-compliant, current, error-free, secure, uninterrupted, or fit for your purposes;
3. we disclaim all implied warranties, conditions, and terms, including merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, quiet enjoyment, and any warranties arising from course of dealing or usage of trade;
4. we do not warrant that the Service will detect, prevent, or avoid all clinical, administrative, coding, security, legal, or operational errors; and
5. you are solely responsible for implementing appropriate human review, governance, supervision, fallback processes, and clinical safeguards.

Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or limited under applicable law, including liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.

Subject to the paragraph above, to the maximum extent permitted by law:

1. Rhazes, its affiliates, licensors, service providers, and their respective officers, directors, employees, and agents will not be liable for any indirect, incidental, special, exemplary, punitive, or consequential loss or damage, or for any loss of profit, revenue, business, contracts, goodwill, reputation, opportunity, data, anticipated savings, claims by patients or third parties, or business interruption, in each case whether direct or indirect;

2. we will not be liable for any loss, damage, liability, cost, or claim arising out of or relating to:

   • your clinical decisions or omissions;
   • your coding, billing, reimbursement, or compliance submissions;
   • your failure to verify Outputs;
   • Customer Content, including its accuracy, legality, integrity, quality, or lawfulness;
   • your failure to obtain required notices, permissions, consents, approvals, or lawful bases;
   • any unauthorised access caused by your systems, credentials, personnel, or devices;
   • third-party services, integrations, model providers, EHRs, networks, cloud services, payment processors, or external dependencies;
   • downtime, delay, unavailability, errors, omissions, corruption, or loss of data; or
   • any act or omission by you or any person using your account;
3. our aggregate liability arising out of or relating to the Service and these Terms will not exceed the greater of: (a) the total amounts paid by you to Rhazes for the Service in the 12 months immediately preceding the event giving rise to the claim; and (b) GBP £100.

Any claim arising out of or relating to the Service or these Terms must be brought within 12 months after the event giving rise to the claim, to the extent permitted by law.

You will defend, indemnify, and hold harmless Rhazes, its affiliates, licensors, service providers, and their respective officers, directors, employees, and agents from and against any and all claims, actions, proceedings, demands, liabilities, damages, judgments, settlements, fines, penalties, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to:

1. your access to or use of the Service;
2. your Customer Content;
3. your breach of these Terms;
4. your breach of any law, regulation, professional duty, payer rule, confidentiality duty, or privacy obligation;
5. any allegation that you lacked authority, lawful basis, notice, or consent to collect, upload, record, disclose, or process Customer Content;
6. any clinical, coding, billing, reimbursement, or operational decision made, influenced, or documented using the Service; or
7. your infringement or misappropriation of any third-party right.

We may assume the exclusive defence and control of any matter subject to indemnification by you, and you will cooperate fully with us.

Our Privacy Policy explains how we process personal data. By using the Service, you acknowledge that you have read and understood the Privacy Policy.

If a separate data processing agreement, enterprise agreement, business associate agreement, order form, or other written agreement applies to your use of the Service, then that agreement will control to the extent of any conflict for the subject matter it covers.

You are solely responsible for determining whether and how the Service may be used in your jurisdiction, specialty, employer, or practice setting. You are solely responsible for ensuring that your use of the Service complies with all applicable:

• healthcare, privacy, confidentiality, and data protection laws;
• recording and consent laws;
• professional standards and licensing requirements;
• documentation, coding, reimbursement, and billing rules;
• employer, hospital, payer, and local policies; and
• export control, sanctions, and anti-corruption laws.

You must not use, export, re-export, access, or permit use of the Service in violation of applicable export control, sanctions, or trade laws. You represent and warrant that you are not located in, ordinarily resident in, or subject to sanctions or restrictions that would prohibit your use of the Service.

We may update these Terms from time to time. The updated version will become effective when posted, unless a later effective date is stated. Your continued use of the Service after the effective date of updated Terms constitutes acceptance of the updated Terms.

If we consider a change material, we may provide notice by posting within the Service, by email, or by other reasonable means, but we are not obligated to provide advance notice except where required by law.

These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of England and Wales.

Subject to any mandatory law to the contrary, the courts of England and Wales will have exclusive jurisdiction over any dispute, claim, or controversy arising out of or relating to the Service or these Terms.

Entire agreement. These Terms, together with the Privacy Policy and any applicable written order form or data processing agreement, constitute the entire agreement between you and Rhazes regarding the Service and supersede prior or contemporaneous understandings relating to the same subject matter.

Severability. If any provision is held unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be construed to the minimum extent necessary to make it enforceable.

No waiver. A failure or delay to exercise any right does not waive that right.

Assignment. You may not assign, transfer, or novate these Terms without our prior written consent. We may assign, transfer, novate, subcontract, or otherwise deal with our rights and obligations under these Terms at any time.

Force majeure. We are not liable for delay or failure caused by events beyond our reasonable control.

No third-party rights. Except as expressly stated otherwise, no person other than you and Rhazes has any right to enforce these Terms.

Rhazes AI Ltd

Email: contact@rhazes.ai