ListenDoctor® TERMS AND CONDITIONS

These Terms and Conditions (“Terms”) describe the rights and obligations of ListenDoctor and ListenDoctor’s customer (the “Customer”) (collectively, the “Parties”) related to ListenDoctor’s provision to Customer, and Customer’s and its healthcare employees or contractors (“Customer Personnel”) use of, ListenDoctor’s artificial intelligence-driven software that transforms audio recordings of patient-healthcare professional (HCP) conversations in medical consultations into editable text, and facilitates storage, transmission, extract, synthesis, and integration of conversation summaries directly into the patient's medical record (the “Services”).

1. Details related to the Services, including payment amounts, usage limitations, and other terms are set forth in a separate statement of work executed by the Parties (an “SOW” and, together with these Terms, the “Agreement”).
2. Any payment or consideration for the Services is non-refundable, so they will not be returned in the event of early termination of the Agreement for any reason.
3. The Terms shall govern in the event of a conflict between these Terms and the SOW. The Agreement shall be effective upon execution of the SOW (the “Effective Date”).
4. ListenDoctor is not a medical device software, but a software for general purposes, even when used in a healthcare setting, and is therefore not intended to be associated with a medical device or to be used, alone or in combination, for any purpose within the definition of a “medical device”.
5. ListenDoctor is an administrative supporting tool for Customer and Customer Personnel in managing medical consultations and records.
6. The Services do not imply the provision or performance of any medical, health, diagnostic or similar treatment.
7. All liability for any diagnosis, medical, healthcare and associated treatments corresponds to Customer and to Customer Personnel.
8. Customer and Customer Personnel bear also the ultimate liability for the use of ListenDoctor and for any edits and for the use of any transcriptions, summaries, extracts or any processing of any recording or transcription, total or partial (collectively, “Customer Content”).
9. It is Customer and Customer Personnel responsibility to inform and seek the prior, express and explicit patient consent for recording any patient-HCP conversation.
10. The Customer will only use the Services within the scope defined in the SOW.
11. The Services are solely for use by the Customer Personnel.
12. ListenDoctor owns and retains all right, title and interest in and to: (a) the Services, all improvements, enhancements or modifications thereto; (b) any software, applications, inventions or other technology developed in connection with the Services; and (c) all intellectual property rights related to any of the foregoing.
13. The Customer will refrain from using the Services to develop other software or similar technology, or from presenting the Services to third parties as its own.
14. The Customer may not commercialize or in any case distribute the Services to third parties, or in any way copy or integrate the Services into other software for its subsequent commercialization, offer or sale to thirds.
15. The Customer will not integrate links to their own or third-party sales websites in the Services, and will refrain from using the Services as a vehicle, tool or argument for the sale of their own or third-party products.
16. The Agreement may not be modified except by a written agreement signed by the legal representative of both Parties.
17. Both Parties may terminate the Agreement in case of non-compliance by the other Party with any of the clauses and conditions agreed in these Terms and/or the SOW, provided that such non-compliance has not been remedied within thirty (30) days from the corresponding written request.
18. Force Majeure events, understanding as such those that are beyond the diligent and reasonable control of the Parties, in accordance with the applicable civil legislation, will not entail contractual breach, although either Party may terminate this Agreement, by written notice to the other Party, if a Force Majeure event lasts over time, preventing contractual execution, for more than three (3) consecutive months.
19. Except for the use of the Services within the scope defined in the SOW, this Agreement does not imply the granting to the Customer of any license or right on the ListenDoctor software, nor on the information, knowledge, know-how and other intellectual and industrial property rights of ListenDoctor, nor on the name, logos, brands or other distinctive signs of ListenDoctor.
20. The Customer will refrain from using the Services or any development thereof in a manner other than as expressly permitted by this Agreement, or in any illegal manner or purpose, as well as modifying, altering, decompiling, applying reverse engineering, disassembling or attempting to derive or gain improper access to, or create derivative works of, the Services, or any other ListenDoctor product or information, in whole or in part, including the source code of the Services, or the underlying structure and algorithms of any of the abovementioned elements.
21. Unless otherwise agreed to by the Parties in writing, ListenDoctor may use Customer’s name and/or logo to refer to Customer as a customer of ListenDoctor on its website and other marketing materials. Customer will refrain from carrying out any activity or use of the Services or the name of ListenDoctor or any of its logos and brands that in any way could negatively affect the assets, image or reputation of ListenDoctor.
22. Customer will conduct itself at all times in accordance with the applicable Law, in all areas of the Customer's own activity, including, but without limitation, the civil or commercial, tax and criminal regulations, and those related to the labour regulations, competition, data protection or protection of the intellectual property rights of third parties.
23. Unless otherwise expressly agreed, any developments carried out by ListenDoctor at the Customer's request will be considered part of the evolutionary roadmap development of the Services, and belong as a whole and exclusively to ListenDoctor.
24. This Agreement is not exclusive. ListenDoctor reserves the right to provide the Services to third parties, and any services and developments included and/or integrated into it, present and future, under the conditions that ListenDoctor deems appropriate to establish at any time.
25. ListenDoctor reserves the right to update, modify, improve or introduce in the Services the changes that ListenDoctor deems appropriate at any time, freely and without limitation.
26. ListenDoctor will inform the Customer of the substantial updates, improvements, changes or developments that ListenDoctor introduces in the Services at any time.
27. It will be understood that the Customer accepts said updates, improvements, changes or developments by their mere use or tacit acceptance, or after a period of fifteen (15) days has elapsed from the date on which the Customer was informed and/or they were made available to Customer.
28. Customer will keep strictly confidential any information received from or related to ListenDoctor in relation to this Agreement or that it accesses as a result of its execution. Upon expiration or termination of the Agreement for any reason, or at any time at the request of ListenDoctor, the Customer will return the Confidential Information, retaining only a confidential copy for archival purposes. Said confidentiality obligation will remain in force during the term of this Agreement and for a period of five (5) years after its termination for any reason.
29. Any third parties, including technology providers or vendors contracted if any by the Customer must have assumed confidentiality commitments to the Customer prior to any access to the Services, the Customer bearing all responsibility in any case regarding any action or negligence on the part of said providers or vendors in the use and/or treatment of the information and systems of ListenDoctor.
30. Customer is responsible for its own activity, products and services. ListenDoctor declines any responsibility for the use that the Customer makes of the Services and the aforementioned activities, products and/or services.
31. CUSTOMER AGREES AND ACKNOWLEDGES THAT THE SERVICES ARE PROVIDED “AS IS” AND LISTENDOCTOR HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY AND ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, LOSS OF DATA, ACCURACY OF RESULTS, OR OTHERWISE ARISING FROM A COURSE OF DEALING OR RELIANCE. LISTENDOCTOR DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE SERVICES OR THE SOFTWARE WILL BE COMPATIBLE WITH ANY PARTICULAR DEVICE, OR THAT THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE. LISTENDOCTOR SPECIFICALLY DISCLAIMS ALL RESPONSIBILITY FOR ANY THIRD-PARTY HARDWARE, SOFTWARE, PRODUCTS, OR SERVICES PROVIDED WITH OR INCORPORATED INTO THE SERVICES.
32. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL LISTENDOCTOR BE LIABLE FOR LOSS OF PROFITS, MORAL OR REPUTATIONAL DAMAGES, OR ANY OTHER CONCEPT THAT DOES NOT INVOLVE DIRECT AND PROVEN DAMAGES, NOR FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, REVENUE, DATA, PROFITS OR GOODWILL) ARISING OUT OF THIS AGREEMENT, EVEN IF LISTENDOCTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND IN NO EVENT SHALL THE AGGREGATE LIABILITY OF LISTENDOCTOR ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY CUSTOMER.
33. The SOW includes a Data Processing Agreement under which Listen Doctor will process personal data as data processor setting out the subject-matter and duration of the processing by ListenDoctor (as data processor) for Customer (as data controller) of the relevant personal data, as well as the nature and purpose of the processing, the type of personal data and categories of data subjects and the obligations and rights of the Customer as data controller.
34. ListenDoctor, under its responsibility and for its legitimate interest, reserves the right to convert the personal data processed for rendering the Services into anonymous information that ListenDoctor may use for its own purposes, of a statistical nature and for the constant improvement of the Services, as well as for use in other development projects of own technologies or third parties.
35. Customer will refrain from directly or indirectly contracting any ListenDoctor employee, collaborator, manager, director or administrator, during the term of the SOW and for a period of two (2) years after its termination or non-renewal by any cause, as well as to send them during said period any proposal for collaboration, contracting or services encouraging them to abandon their relationship with ListenDoctor.
36. The previous clause applies to any person who has left employment or another form of service relationship or corporate relationship with ListenDoctor, within a period of one (1) year after the termination of said relationship with ListenDoctor.
37. Notwithstanding the compensation for damages that may apply, the hiring by the Customer of any of the persons referred to in the previous clauses, within the periods indicated therein, will entail payment by the Customer of a penalty equivalent to twelve (12) months of salary or compensation that the contracted person had agreed with ListenDoctor.
38. This Agreement is between independent contractors, and cannot be interpreted in any case as constituting an employment or partnership relationship between the Parties.
39. If any of the provision of this Agreement is considered null or invalid by a court, the rest of the Agreement will continue to be valid and binding between the Parties, in accordance with the will of the Parties deduced from its literality.
40. This Agreement constitutes the entire agreement of the Parties in relation to its object, and supersedes any previous conversations, agreements or negotiations between the Parties.
41. The Customer may not assign this Agreement to third parties, in whole or in part, except with the prior, express and written approval of ListenDoctor.
42. The interpretation and construction of this Agreement will be governed by the laws of Spain, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.
43. In the event of a dispute arising out of or relating to this Agreement, either Party will provide written notice of the dispute to the other, for attempted resolution by good faith negotiations, or, in the absence of agreement, the dispute will be submitted to the courts of the city of Barcelona (Spain)