Listen.Doctor® TERMS AND CONDITIONS

1. These Terms and Conditions ("Conditions") describe the rights and obligations of Listen.Doctor and the client (the "Client") (jointly, the "Parties") in relation to the provision of services by Listen.Doctor, for the Client and its healthcare professionals ("Client Personnel"), and in relation to the use by the Client, and Client Personnel, of Listen.Doctor's artificial intelligence-based software that transforms into editable text the recording of patient-healthcare professional conversations in medical consultations, and facilitates the storage, transmission, extraction, synthesis and integration of conversation summaries directly into the patient's medical record (the "Services").
2. Details relating to the Services, including payments, usage limitations and other conditions are established in a separate Purchase Order signed by the Parties (the "PO" and, together with these Conditions, the "Contract") for enterprise contracts, or in specific subscription conditions for individual users.
3. The consideration for the Services under enterprise contracts (PO) is non-refundable, therefore it will not be subject to return in case of early termination of the Contract for any cause.
4. These Conditions shall prevail over the PO in case of contradiction. The Contract shall be effective from the formalization of the PO ("Effective Date").

5. 1. DEFINITION AND NATURE OF SERVICES

6. Listen.Doctor is not a healthcare product, but a computer program for general use, even when used in the framework of healthcare assistance, and is not intended, either by itself or as an accessory, for any medical purpose established in the definition of "healthcare product".
7. Listen.Doctor is an administrative support tool for the Client and Client Personnel in the management and documentation of medical consultations.
8. The Services do not involve the provision or performance of any medical, healthcare, assistance, diagnostic or similar act or treatment.
9. All responsibility for any medical, healthcare, assistance diagnosis and treatment or any provision associated with them corresponds to the Client and Client Personnel.

10. 2. CLIENT RESPONSIBILITIES

11. The Client and Client Personnel assume full responsibility for the use of Listen.Doctor, and for any edits made and for the use of any transcriptions, summaries, extracts or any treatment of any recording or transcription, total or partial (jointly, "Client Content").
12. It is the responsibility of the Client and Client Personnel to inform the patient and obtain their prior, express and explicit consent for recording the doctor-patient conversation.
13. The Client will only use the Services within the scope defined in the PO or in the terms of their subscription.
14. The Services are solely for use by Client Personnel.
15. The Client shall conduct themselves at all times in accordance with applicable regulations, in all areas of the Client's own activity, including, without exhaustive intention, civil or commercial, tax, criminal regulations, and those relating to labor, competition, data protection or protection of third-party intellectual property rights regulations.

16. 3. ACCESS TO DIGITAL SERVICES

17. Listen.Doctor processes and provides access to software services as quickly as possible. Activation times provided during purchase are estimates and may vary due to system maintenance, software updates or technical problems. Listen.Doctor does not guarantee specific activation times and disclaims responsibility for delays caused by events outside its control, such as service interruptions, emergency maintenance or infrastructure problems.

18. Access Problems

19. If the Client experiences difficulties accessing their account or services after purchase, they must contact Listen.Doctor support at support@listen.doctor within 7 days of the purchase date. Listen.Doctor will assist in resolving the problem and provide alternative access when technically possible.

20. Client Responsibilities

21. The Client is solely responsible for providing accurate billing and contact information during purchase. Listen.Doctor is not responsible for service activation failures caused by incorrect or incomplete contact information. It is the Client's responsibility to maintain secure and updated access credentials.

22. 4. SUBSCRIPTIONS AND EARLY ACCESS

23. Subscriptions are activated immediately after payment processing. For services in beta or early access phase, functionalities may be limited and subject to changes. Listen.Doctor will notify clients about significant updates or changes in available functionalities.
24. Refunds for early access services will only be issued within the first 7 days of activation, provided that service use is minimal according to criteria established by Listen.Doctor.

25. Usage Policy for Unlimited Visits Subscriptions

26. IMPORTANT: Monthly and annual subscriptions with unlimited visits are subject to the following usage conditions. Non-compliance with these conditions will result in immediate cancellation and account suspension without possibility of refund of the pending amount:

27. Daily Usage Limits

28. Responsible use will be considered a maximum of 60 visits per day per account
29. A "visit" is defined as the act of processing a transcription that can generate different results
30. Each result generated counts as an independent billable medical act:
31. Transcription = Not considered an act
    Medical summary = 1 act
    Referral = 1 act
    Report = 1 act
32. Example: A visit that generates transcription + medical summary + referral + report = 3 billable medical acts

33. Prohibited Use

34. The following activities constitute inappropriate use and disproportionate abuse:
35. -Simultaneous sessions: Use of the same account from multiple devices or locations simultaneously
36. -Unauthorized commercial use: Sharing credentials among multiple professionals or clinics
37. -Automation: Use of bots, scripts or automated tools to generate visits
38. -Service resale: Offering Listen.Doctor services to third parties for commercial purposes

39. Monitoring and Corrective Actions

40. -Listen.Doctor continuously monitors the use of unlimited accounts. In case of detecting:
41. -Exceeding the limit of 80 daily visits
42. -Anomalous usage patterns or simultaneous sessions
43. -Any form of service abuse
44. We will immediately proceed to:
45. -Definitive cancellation without refund
46. -The Client will not be entitled to refund of any amount paid in advance in case of cancellation for abuse.

47. 5. RETURN AND REFUND POLICY

48. For Individual Subscriptions

49. Listen.Doctor offers a 30-day return policy for digital services that meet the following criteria:
50. Minimal Use: The service must not have been used extensively (extensive use is considered more than 50 sessions or 10 hours of active usage time)
51. No Violations: There must be no violations of the terms of service
52. Formal Request: The Client must contact Listen.Doctor support to obtain a Service Cancellation Authorization (SCA)
53. Voluntary Cancellations: For cancellations of services that function correctly, in no case will refunds be issued, respecting the initial 30-day trial period during which the subscription can be cancelled at any time without making any additional charge to the Client, provided it does not conflict with what is described in the previous point of the return policy.

54. Refund Processing

55. Refunds are processed to the original payment method within 15 business days after the cancellation request has been reviewed and approved. Refunds are subject to the following conditions:

56. Refund Eligibility

57. Early Access Services: Refunds will only be issued within the first 7 days and with minimal service use
58. Exclusions: Refunds exclude payment processing fees and taxes when their refund is not legally required
59. Promotional Items: Services obtained with promotional discounts may not be eligible for full refunds, unless explicitly indicated

60. 6. TERMINATION AND CANCELLATION

61. Termination by Listen.Doctor

62. Listen.Doctor reserves the right to terminate or suspend the Client's access to services, software or licenses at any time, with or without prior notice, for any reason, including but not limited to:
63. Violation of these Terms and Conditions or any applicable law and regulation
64. Improper use of services, software, including but not limited to unauthorized modifications, reverse engineering, or use for unapproved regulated or medical applications
65. Providing false, incomplete or outdated information during registration or in their interactions with Listen.Doctor
66. Actions that damage or threaten the reputation, operations or security of Listen.Doctor, its systems or other users
67. Failure to pay any fee or charge when due, if applicable
68. Changes in applicable laws or regulations that prevent the continued provision of services
69. Any other reason determined at Listen.Doctor's sole discretion

70. Termination by the Client

71. The Client may terminate their use of Listen.Doctor services or cancel their account at any time by providing written notice to Listen.Doctor or following the cancellation process described in their account settings. Termination does not entitle the Client to a refund for any purchase, subscription or fee already paid, unless explicitly indicated in the refund policy or required by applicable law.
72. The Client will remain responsible for any fee or charge incurred before and during any notice period.
73. Both Parties may terminate the Contract in case of breach by the other Party of any of the clauses and conditions agreed herein, provided that such breach had not been remedied within thirty (30) days from the corresponding written requirement.

74. Refund and Payment Obligations

75. Refunds will only be issued according to Listen.Doctor's refund policy or as required by applicable law. Subscriptions, if applicable, cannot be terminated before the end of the billing period for which payment has already been made. The Client authorizes Listen.Doctor to charge their payment method for any unpaid fee or balance, or to issue an invoice for any outstanding amount.

76. Loss of Subscription Benefits

77. Upon terminating their subscription, the Client will immediately lose access to all subscription-specific benefits, including but not limited to:
78. Priority Access to Support Team: The Client will no longer have access to expedited support services, and any unresolved technical problems may be handled under the standard support process.
79. Rapid Handling of Technical Issues: Any ongoing or pending technical issues will no longer be prioritized and will be subject to standard handling times.
80. Dedicated Onboarding Call: If the Client's onboarding process has not been completed before termination, it will be cancelled, and any remaining onboarding services will not be provided.
81. Early Access to New Features and Beta Features: The Client will lose access to any beta or new features available to subscribers.
82. Any other subscription-specific privileges or premium features included in the Client's plan.
83. Listen.Doctor may retain, delete or manage any data associated with the Client's subscription account in accordance with its Privacy Policy and applicable laws. The Client may not have access to data stored within subscription-specific tools or features after termination.

84. Force Majeure

85. Force Majeure situations, understood as those that escape the diligent and reasonable control of the Parties, according to applicable civil legislation, will not constitute contractual breach, although either Party may terminate this Contract, upon written notification to the other Party, if a Force Majeure situation persists over time, preventing contractual execution, for more than three (3) consecutive months.

86. 7. INTELLECTUAL PROPERTY RIGHTS

87. Listen.Doctor retains ownership of all rights over: (a) the Services, and improvements or modifications thereof; (b) any software, application, invention or other technology developed in relation to the Services; and (c) all intellectual property rights related to any of the foregoing.
88. The Client shall refrain from using the Services for the development of other similar software or technologies, or from presenting the Services to third parties as their own.
89. The Client may not commercialize or distribute the Services to third parties, or in any way copy or integrate the Services into other software for subsequent commercialization, offering or sale to third parties.
90. The Client will not integrate links to their own or third-party sales websites in the Services, and shall refrain from using the Services as a vehicle, tool or sales argument for their own or third-party products.
91. Except for the right to use the Services within the scope defined in the PO or subscription, this Contract does not imply granting the Client any license or right over Listen.Doctor's software, nor over the information, knowledge, know-how and other intellectual and industrial property rights of Listen.Doctor, nor over the denomination, logos, trademarks or other distinctive signs of Listen.Doctor.

92. 8. USAGE RESTRICTIONS

93. The Client shall refrain from using the Services or any development thereof in a manner other than expressly permitted by this Contract, or in any illegal manner or purpose as well as modifying, altering, decompiling, applying reverse engineering, disassembling or attempting to derive or obtain improper access, or create derivative works of the Services or any other Listen.Doctor 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 foregoing.
94. The Client shall refrain from performing any activity or use of the Services or the denomination of Listen.Doctor or any of its logos and trademarks that in any way could negatively affect the assets, image or reputation of Listen.Doctor.

95. 9. PROMOTION AND MARKETING

96. Unless otherwise agreed in writing, Listen.Doctor may mention the Client and use their denomination and/or logo to refer to the Client as a Listen.Doctor client on its website and in promotional materials.

97. 10. DEVELOPMENTS AND UPDATES

98. Unless expressly agreed otherwise, developments that may be the subject of the Contract are considered part of the evolutionary development of the Services and belong as a whole, exclusively, to Listen.Doctor.
99. This Contract is not exclusive. Listen.Doctor reserves the right to commercialize to third parties the Services and any services and developments included and/or integrated therein, present and future, under the conditions that Listen.Doctor considers appropriate to establish at any time.
100. Listen.Doctor reserves the right to update, modify, improve or introduce in the Services the changes that Listen.Doctor deems convenient at any time, freely and without limitation.
101. Listen.Doctor will inform the Client of the updates, improvements, changes or substantial developments that it introduces in the Services at any time.
102. It shall be understood that the Client accepts such updates, improvements, changes or developments by their mere use or tacit acceptance, or after fifteen (15) days have elapsed from the date on which the Client had been informed and/or they had been made available to them.

103. 11. CONFIDENTIALITY

104. The Client will maintain strictly confidential any Listen.Doctor information that they receive from it in relation to this Contract or to which they access by reason of its execution. Upon termination or termination of the Contract for any cause, or at any time at Listen.Doctor's request, the Client will return the Confidential Information, retaining only one confidential copy for filing purposes. Such confidentiality obligation will remain in force during the validity of this Contract and until five (5) years after its termination for any cause.
105. Any third parties including technological providers possibly contracted by the Client must have assumed confidentiality commitments to the Client prior to any access to the Services, the Client being responsible in any case for any action or negligence by such providers in the use and/or treatment of Listen.Doctor's information and systems.

106. 12. LIMITATION OF LIABILITY AND WARRANTIES

107. The Client is responsible for their own activity, products and services. Listen.Doctor disclaims any responsibility related to the use that the Client makes of the Services and in relation to the aforementioned activities, products and/or services.
108. THE CLIENT ACCEPTS AND ACKNOWLEDGES THAT THE SERVICES ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR LEGAL, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, DATA LOSS, ACCURACY OF RESULTS OR IN ANY WAY BASED ON BUSINESS RELATIONSHIP OR TRUST. LISTEN.DOCTOR DOES NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE SERVICES OR SOFTWARE WILL BE COMPATIBLE WITH ANY PARTICULAR DEVICE, NOR THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE. LIKEWISE, LISTEN.DOCTOR SPECIFICALLY DISCLAIMS ALL RESPONSIBILITY FOR ANY THIRD-PARTY HARDWARE, SOFTWARE, PRODUCTS OR SERVICES PROVIDED OR INCORPORATED IN THE SERVICES.
109. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IT IS AGREED THAT IN NO EVENT SHALL LISTEN.DOCTOR 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 (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, INCOME, DATA, PROFITS OR CLIENTELE) ARISING FROM THE EXECUTION OF THIS CONTRACT, EVEN IF LISTEN.DOCTOR HAD BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, AND IN NO EVENT SHALL LISTEN.DOCTOR'S TOTAL LIABILITY EXCEED THE AMOUNTS PAID BY THE CLIENT.

110. Additional Liability Limitations

111. Listen.Doctor is not responsible for:
112. Access failures caused by incorrect contact information provided by the Client
113. Loss of access due to credentials compromised by Client negligence
114. Service interruptions caused by the Client's internet providers or local connectivity problems
115. Incompatibility with Client devices or software that do not meet minimum system requirements
116. If access to services is compromised due to incorrect Client information, administrative fees may apply for access recovery.

117. 13. DATA PROTECTION

118. The PO includes a Data Processing Agreement establishing the object, duration, nature and purpose of the processing of the corresponding personal data by Listen.Doctor (as data processor), the type of personal data and categories of data subjects, and the obligations and rights of the Client (as data controller). Listen.Doctor, under its responsibility and for its legitimate interest, reserves the right to convert the personal data subject to processing for the provision of the Services into anonymous information that Listen.Doctor may use for its own purposes, of a statistical nature and for the constant improvement of the Services, as well as for its use in other projects for the development of its own or third-party technologies.

119. 14. NON-SOLICITATION CLAUSE

120. The Client shall refrain from hiring directly or indirectly any employee, collaborator, executive, administrator, or provider of Listen.Doctor during the validity of this Contract and for a period of two (2) years after its termination or non-renewal for any cause, as well as from sending them during said period any proposal for collaboration, hiring or services encouraging them to abandon their relationship with Listen.Doctor.
121. The previous clause applies to any person who has left employment or other form of service relationship or corporate relationship with Listen.Doctor within the period of one (1) year after the termination of the aforementioned employment, service or corporate relationship of said person with Listen.Doctor.
122. Without prejudice to compensation for damages that may proceed, the hiring by the Client of any of the persons referred to in the previous clauses, within the periods indicated therein, will entail payment by the Client of a penalty equivalent to twelve (12) months of the salary or remuneration that the hired person had agreed with Listen.Doctor.

123. 15. GENERAL PROVISIONS

124. Modifications

125. This Contract may only be modified by agreement between the Parties, expressly, and signed by the legal representative of both Parties.

126. Relationship between the Parties

127. This Contract is between independent contractors, and cannot be interpreted in any case as constituting an employment or partnership relationship between the Parties.

128. Severability

129. If any of the provisions of this Contract were considered null or invalid by a court, the rest of the Contract will remain valid and binding between the Parties, in accordance with the will of the Parties deduced from its literal meaning.

130. Entire Agreement

131. This Contract constitutes the entire agreement of the Parties in relation to its object, and replaces any previous conversations, agreements or negotiations between the Parties.

132. Assignment

133. The Client may not assign this Contract to third parties, totally or partially, except with prior, express and written approval from Listen.Doctor.

134. 16. SURVIVAL OF TERMS

135. The provisions of these Terms and Conditions are intended to survive and will remain in effect and continue to apply while the Client uses or possesses Listen.Doctor products or services. This includes, but is not limited to, provisions related to Intellectual Property Rights, Warranty Disclaimer, Indemnification, Limitation of Liability, Privacy and Data Protection, Applicable Law and Jurisdiction, Export Compliance and Usage Restrictions, and Miscellaneous Provisions. These provisions will govern the Client's obligations and Listen.Doctor's rights regardless of whether the Client is actively subscribed to services or is using purchased products.
136. Termination of the Client's access to Listen.Doctor products, services or subscription benefits does not affect the applicability of the Dispute Resolution provisions described in these Terms and Conditions. Any dispute, claim or controversy arising from or related to these Terms, including but not limited to the Client's use of Listen.Doctor services or software, will be resolved according to the Dispute Resolution process specified in this document.

137. 17. APPLICABLE LAW AND JURISDICTION

138. This Contract is governed by Spanish legislation.
139. In case of discrepancy, the Parties will try to resolve it amicably and by mutual agreement, and, in case this is not possible, they submit to the exclusive jurisdiction of the courts and tribunals of the city of Barcelona (Spain).
140. These Terms, including the Termination and Cancellation provisions, are governed and interpreted in accordance with the laws of Spain, without regard to conflict of law principles. Any dispute or claim not subject to arbitration, if applicable, will be resolved exclusively in courts located in Spain. By continuing to use Listen.Doctor products or services, the Client accepts this applicable law and forum for dispute resolution, even after termination of their subscription or account.
141. Last updated: June 6, 2025