Terms and Conditions

Last Updated: May 17, 2025

Welcome to Medicus Notes (the "App"), a software application owned and operated by UnaryOps LLC ("we," "us," "our," or the "Company"). These Terms and Conditions ("Terms") govern your access to and use of the App as a qualified, licensed medical professional ("you," "User," or "Medical Professional"). The App is designed as an administrative tool to assist you in transforming patient visit audio recordings into structured draft medical SOAP notes ("SOAP Notes") using artificial intelligence ("AI") technology.

By downloading, accessing, registering for, or using the App, you affirm that you are a licensed medical professional, that you have read, understood, and agree to be bound by these Terms, and that you consent to the collection and use of your information as set forth in our Privacy Policy (see Privacy Policy here - Privacy Policy), which is incorporated by reference into these Terms. If you do not agree with these Terms or our Privacy Policy, you must not access or use the App.

CRITICAL WARNINGS TO MEDICAL PROFESSIONALS:

IMPORTANT NOTICE REGARDING HIPAA AND PROTECTED HEALTH INFORMATION (PHI) FOR USERS IN THE UNITED STATES:

The App is intended to process audio recordings and generate notes that may contain Protected Health Information ("PHI") as defined by the Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations ("HIPAA").

1. Description of Service

The App provides a platform for authorized Medical Professionals to record audio from patient visits. This audio is then processed using AI technology to generate draft SOAP Notes. The purpose is to aid in efficient medical documentation. The features and functionalities of the App may be updated, modified, or discontinued at our sole discretion.

2. Eligibility and User Accounts

Eligibility: Access to and use of the App is strictly limited to individuals who are licensed medical professionals in good standing in their respective jurisdictions and who are legally authorized to create and maintain medical records. By creating an account and using the App, you represent and warrant that you meet these qualifications.

Account Registration: You must provide accurate, complete, and current information during account registration and maintain the accuracy of this information.

Account Security: You are responsible for maintaining the confidentiality of your account credentials (username and password) and for all activities that occur under your account. You agree to notify us immediately of any suspected or actual unauthorized use of your account or any other breach of security. The Company will not be liable for any loss or damage arising from your failure to comply with this section.

3. Data Handling, Privacy, and PHI

User Content: All audio recordings, patient information, and the content of SOAP Notes you create, upload, or process through the App ("User Content") are subject to our Privacy Policy and, if applicable, our BAA.

AI Processing: User Content, including PHI, will be processed by AI systems, which may include third-party services and our proprietary models. You consent to this processing.

Data Security: We implement commercially reasonable technical and administrative safeguards designed to protect User Content. However, you acknowledge that no data transmission or storage system can be guaranteed to be 100% secure. You are responsible for implementing your own security measures related to your devices and access to the App.

Patient Consents: You represent and warrant that you have obtained all legally required consents from patients for the collection, recording, use, processing, and storage of their information (including PHI) through the App for the purposes of generating SOAP Notes and as otherwise described in these Terms and our Privacy Policy.

4. Use of AI and Accuracy of Generated Notes

AI-Generated Drafts: The SOAP Notes generated by the App are AI-generated DRAFTS. They are not final medical records.

NO GUARANTEE OF ACCURACY: WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, OR SUITABILITY OF ANY AI-GENERATED SOAP NOTES. ERRORS, OMISSIONS, AND MISINTERPRETATIONS CAN AND DO OCCUR WITH AI SYSTEMS.

MANDATORY PROFESSIONAL REVIEW AND RESPONSIBILITY: You, the Medical Professional, are ABSOLUTELY AND SOLELY RESPONSIBLE for:

The App is an administrative tool only. It does not practice medicine or provide medical services.

5. Intellectual Property Rights

Our IP: The App, its underlying software, AI models (excluding certain third-party components to which we have a license), algorithms, designs, text, graphics, user interface, and all other components and documentation, and all intellectual property rights therein or thereto (collectively, "Company IP"), are and will remain the exclusive property of UnaryOps LLC and its licensors. These Terms grant you no right or license to the Company IP except for the limited right to use the App as expressly permitted herein.

User Content Ownership: As between you and the Company, you (or the relevant patient, as per applicable law and your agreements) retain ownership of the PHI and other patient-specific data contained within your User Content.

License to Company for User Content: You grant the Company a limited, non-exclusive, royalty-free, worldwide license to access, use, process, reproduce, modify, and display User Content solely: (i) to provide, maintain, and improve the App and its services to you; (ii) to provide support; (iii) as permitted by our Privacy Policy and, if applicable, our BAA; and (iv) to develop, train, and improve our AI models and services, provided that for this purpose (iv), User Content constituting PHI will only be used in a de-identified or aggregated form in compliance with HIPAA and any applicable BAA.

Feedback: If you provide us with any suggestions, comments, or other feedback relating to the App ("Feedback"), such Feedback will be the sole and exclusive property of the Company, and you hereby assign all of your right, title, and interest in and to such Feedback to us.

6. User Conduct and Restrictions

You agree to use the App solely for its intended purpose as a medical documentation aid and in compliance with all applicable laws, regulations (including HIPAA), and these Terms. You specifically agree not to:

7. Fees and Payment (If Applicable)

Subscription Terms: Access to the App, or certain features thereof, may be subject to your payment of subscription fees ("Subscription Fees"). All applicable Subscription Fees, billing cycles, and payment terms will be disclosed to you at the time of your subscription or purchase.

Payment: You agree to pay all Subscription Fees when due. Payments will be processed by a third-party payment processor. You authorize us (and our payment processor) to charge your chosen payment method.

Renewals: Subscriptions may automatically renew unless canceled by you in accordance with the cancellation procedures disclosed to you.

Fee Changes: We reserve the right to change Subscription Fees upon reasonable prior notice. Your continued use of the App after a fee change constitutes your agreement to pay the modified fee.

No Refunds: Except as may be expressly provided or required by law, Subscription Fees are non-refundable.

8. Third-Party Services and Content

The App may integrate with or provide links to third-party services or websites. We do not control and are not responsible for such third-party services, their content, accuracy, privacy policies, or practices. Your use of any third-party services is at your own risk and subject to the terms and conditions of those third parties.

9. Disclaimer of Warranties

THE APP, INCLUDING ALL AI-GENERATED CONTENT AND SERVICES, IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, UnaryOps LLC AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, COMPLETENESS, RELIABILITY, SECURITY, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE APP WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL CODE, NOR DO WE MAKE ANY WARRANTY AS TO THE ACCURACY, COMPLETENESS, RELIABILITY, OR TIMELINESS OF ANY CONTENT (INCLUDING AI-GENERATED SOAP NOTES) AVAILABLE THROUGH THE APP. YOU ACKNOWLEDGE THAT THE APP RELIES ON COMPLEX AI SYSTEMS THAT ARE INHERENTLY PRONE TO ERRORS AND LIMITATIONS. YOUR RELIANCE ON THE APP AND ANY AI-GENERATED CONTENT IS SOLELY AT YOUR OWN RISK, AND YOU ARE RESPONSIBLE FOR ALL PROFESSIONAL DECISIONS AND PATIENT OUTCOMES.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL UnaryOps LLC, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE APP OR ANY CONTENT (INCLUDING AI-GENERATED SOAP NOTES) OBTAINED THEREFROM.

THIS LIMITATION APPLIES REGARDLESS OF THE THEORY OF LIABILITY (WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SPECIFICALLY, AND WITHOUT LIMITING THE FOREGOING, WE SHALL NOT BE LIABLE FOR ANY DAMAGES, LOSSES, OR INJURIES (INCLUDING PERSONAL INJURY OR DEATH TO PATIENTS) RESULTING FROM:

OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS, DAMAGES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE APP SHALL NOT EXCEED THE GREATER OF (I) THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY YOU TO US FOR USE OF THE APP DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (II) ONE HUNDRED U.S. DOLLARS ($100.00).

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND UnaryOps LLC. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

11. Indemnification

You agree to defend, indemnify, and hold harmless UnaryOps LLC, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, actions, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

12. Term and Termination

Term: These Terms commence when you first access or use the App and continue until terminated.

Termination by You: You may terminate these Terms by ceasing all use of the App and deleting your account.

Termination by Us: We may, in our sole discretion, suspend, restrict, or terminate your access to or use of the App, or terminate these Terms, at any time and for any reason (or no reason), including if we believe you have breached these Terms, without prior notice or liability.

Effect of Termination: Upon termination, all rights granted to you under these Terms will immediately cease. We are not liable for any damages or losses resulting from termination. We may delete your account and User Content upon termination, subject to our data retention policies, our Privacy Policy, and any applicable BAA.

Survival: Sections including but not limited to Critical Warnings, HIPAA Notice, Intellectual Property Rights, Disclaimers of Warranties, Limitation of Liability, Indemnification, Governing Law and Dispute Resolution, and Miscellaneous shall survive any termination or expiration of these Terms.

13. Governing Law and Dispute Resolution

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the internal laws of the State of Virginia, United States, without giving effect to any choice or conflict of law provision or rule.

Any legal suit, action, or proceeding arising out of, or related to, these Terms or the App shall be instituted exclusively in the federal courts of the United States or the courts of the State of Virginia in each case located in the City of Richmond and County of Powhatan, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

14. Changes to Terms

We reserve the right to modify these Terms at any time in our sole discretion. If we make material changes, we will provide notice through the App, by email, or by other means we deem appropriate. We will indicate the "Last Updated" date at the top of these Terms. Your continued use of the App after any such changes take effect constitutes your acceptance of the new Terms. If you do not agree to the amended Terms, you must stop using the App.

15. Miscellaneous

Entire Agreement: These Terms, our Privacy Policy, and any applicable BAA constitute the sole and entire agreement between you and UnaryOps LLC regarding the App and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.

Severability: If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

No Waiver: No waiver by the Company of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

Assignment: You may not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section is null and void. We may assign our rights or delegate our obligations under these Terms freely.

Notices: We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide or (ii) by posting to the App. Notices sent by email will be effective when we send the email, and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.

Headings: The section headings used in these Terms are for convenience only and will not be given any legal import.

16. Contact Information

For any questions, concerns, or notices regarding these Terms, or to request a Business Associate Agreement, please contact us at:

UnaryOps LLC
3338 Double Ridge Ter.
Powhatan, VA 23139

Email: support@unaryops.com