Suki End User License Agreement

This Suki End User License Agreement by and between Suki AI, Inc. (“Suki”) and the WellSky customer listed on the applicable Order Form (“End User”) govern End User’s access to and use of one or more licensed technology platform or component (the “Platform”) provided by Suki.

  1. Suki grants End User a non-exclusive, non-transferrable, non-sublicensable license and right to use Suki’s Platform in combination with WellSky’s software. Use of the Platform is limited to the End User’s internal business purposes.
  2. All worldwide intellectual property rights in and to the Suki Platform, including, without limitation, its software, are, and shall remain, the exclusive property of Suki and its licensors.
  3. Each party will, at all times, comply with all applicable local, state, federal, and foreign laws and regulations in accessing and using the Suki Platform or components thereof, including, without limitation, such laws and regulations relating to privacy, protected health information, and export/import controls.
  4. End User shall be responsible for ensuring the security and confidentiality of all End User accounts and IDs. End User accounts and IDs are for individual end users only and may not be shared among multiple end users.
  5. End User shall have sole responsibility for the accuracy, quality, integrity, legality, and appropriateness of user data. End User agrees not to provide, post, or transmit any content, data, or any other information or material that: (a) infringes or violates any intellectual property rights, publicity/privacy rights, law or regulation; or (b) contains any viruses or programming routines intended to damage, surreptitiously intercept, or expropriate any system, data, or personal information.
  6. WellSky and its licensors, including Suki, may access end user account(s), including, without limitation, user data, to respond to service or technical problems and for the purpose of using the user data for system tuning, grammar tuning, training of acoustic models and other models, tools and algorithms, and generally for the purpose of improving their respective products and services.
  7. End User agrees not to use the Suki Platform or components thereof to: (a) harvest, collect, gather, or assemble information or data regarding other users without their consent; (b) access or copy any data or information of other users without their consent; (c) knowingly interfere with or disrupt the integrity or performance of the Suki Platform or the data contained therein; or (d) harass or interfere with another user’s use and enjoyment of the Suki Platform or components thereof.
  8. End User agrees not to attempt to: (a) reverse engineer, disassemble, or decompile any component of the Suki Platform or components thereof; (b) interfere in any manner with the operation of the Suki Platform or components thereof; (c) use the Suki Platform or components thereof for the benefit of a third party or to operate a service bureau; (d) modify, copy, or make derivative works based on any part of the Suki Platform; (e) create Internet “links” to or from the Suki Platform, or “frame” or “mirror” any content that forms part of the Suki Platform (other than on the End User’s own internal intranets); or (f) otherwise use the Suki Platform or components thereof in any manner that exceeds the scope of use permitted under the WellSky License Agreement.
  9. To the extent End User uses any ambient voice capture or recording features of the Suki Platform (“Ambient Capture”), End User is solely responsible for (i) providing any notices or obtaining any permissions, consents, and rights necessary for Suki to process any data or information generated from such features, and (ii) complying with any applicable laws and regulations relating to the recording of conversations (including any federal or state wiretapping laws). In addition, End User will ensure that all end users only use Ambient Capture features to monitor and record patient conversations with physicians or other healthcare providers and for no other purpose.
  10. THE SUKI PLATFORM INCLUDES FEATURES AND FUNCTIONALITIES THAT ARE POWERED BY AI TECHNOLOGIES, AND THE OUTPUT GENERATED BY SUCH TECHNOLOGIES IS BASED ON ITS TRAINING DATA, AND SUKI DOES NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF SUCH OUTPUT.
  11. End User (a) will perform its responsibilities and obligations under this End User License Agreement in all material respects in accordance with this End User License Agreement; and (b) warrants that it has all rights necessary and full legal authority to provide the data (including PHI) and any other information, data or other materials that it provides hereunder, and to permit Suki to use the same as contemplated hereunder.
  12. Suki warrants that the Platform will perform in accordance with the Documentation and any specifications provided by Suki, agreed upon or developed by the parties, and in accordance with generally recognized industry performance standards for similar services.
  13. End User grants Suki and WellSky the right and license to deidentify Data, provided any such de-identification is in accordance with HIPAA, and may solely use that deidentified data for the purposes of improving and further developing the Cloud Services, including for system tuning, grammar tuning, training of acoustic models and other AI models, tools, and algorithms.
  14. OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, (A) SUKI DOES NOT PROVIDE ANY WARRANTY WITH RESPECT TO ITS PRODUCTS OR SERVICES TO THE OTHER PARTY; (B) ALL PRODUCTS AND SERVICES ARE PROVIDED BY SUKI ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS AND SERVICES PROVIDED HEREUNDER; AND (C) EACH PARTY (INCLUDING, WITH RESPECT TO SUKI, EACH OF ITS THIRD-PARTY LICENSORS) DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.  NEITHER PARTY SHALL MAKE OR PASS ON, AND SHALL TAKE ALL MEASURES NECESSARY TO ENSURE THAT NEITHER IT NOR ANY OF ITS EMPLOYEES OR REPRESENTATIVES SHALL MAKE OR PASS ON, ANY EXPRESS OR IMPLIED WARRANTY, CONDITION, OR REPRESENTATION ON BEHALF OF THE OTHER PARTY TO ANY THIRD PARTY.
  15. END USER UNDERSTANDS AND AGREES THAT (I) END USER IS RESPONSIBLE FOR FINAL REVIEW OF POST-PROCESSED DATA, INCLUDING ANY CLINICAL NOTES, ORDERS, DIAGNOSES, AND OTHER CLINICAL DOCUMENTATION, AND/OR TRANSCRIPTS GENERATED BY THE SUKI PLATFORM PRIOR TO INPUTTING THE SAME IN THEIR EMR AND RELYING THEREON, AND (II) SUKI AND WELLSKY SHALL NOT HAVE ANY LIABILITY WHATSOEVER FOR THE ACCURACY OR COMPLETENESS OF POST-PROCESSED DATA OR FOR ANY DECISION MADE OR ACTION TAKEN BY AN END USER (INCLUDING ANY AUTHORIZED USER) IN RELIANCE UPON ANY POST-PROCESSED DATA.
  16. IN NO EVENT SHALL SUKI OR WELLSKY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS/REPUTATIONAL HARM, REVENUE, DATA, OR USE, INCURRED BY OTHER PARTY OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUKI’S AGGREGATE LIABILITY SHALL BE LIMITED IN ALL CASES AND IN THE AGGREGATE TO THE AMOUNT OF FEES ACTUALLY PAID BY END USER FOR THE SUKI PLATFORM DURING THE TWELVE (12) MONTHS PRECEDING THE DATE OF THE EVENT THAT IS THE BASIS FOR THE FIRST CLAIM.

End User acknowledges and agrees that Suki may use Offshore Resources for engineering augmentation, QA services, and customer support, unless such End User provides written notice to Suki objecting to Suki’s use of such Offshore Resources.