Terms of Use

VoiceboxMD End User License Agreement & Terms of Service

Last Updated: April 28, 2026

YOU ACKNOWLEDGE THAT YOU ARE BEING GRANTED THE RIGHT TO INSTALL AND USE THE CLIENT SOFTWARE AND ACCESS THE SERVER SOFTWARE (AS THOSE TERMS ARE DEFINED IN THE EULA BELOW) PURSUANT TO YOU BEING DESIGNATED AS AN AUTHORIZED USER (AS DEFINED IN THE EULA BELOW). AS AN AUTHORIZED USER, BY CLICKING THE “I ACCEPT” CHECKBOX BELOW, OR BY INSTALLING, ACCESSING, OR OTHERWISE USING ANY VOICEBOXMD PRODUCT, YOU AGREE THAT YOUR ACCESS AND USE OF THE SOFTWARE WILL BE IN ACCORDANCE WITH THE TERMS OF THE EULA POSTED BELOW.

END USER LICENSE AGREEMENT (“EULA”)

Zuzis LLC.

This Agreement governs your use of the following VoiceboxMD products and services (collectively, the “Software” or “Products”):

VoiceboxMD Desktop Dictation (macOS and Windows)
VoiceboxMD Mobile (iOS and Android applications)
VoiceboxMD Web (browser-based dictation platform)
VoiceboxMD vMic (Virtual microphone iOS application)
VB Virtual Scribe (stand-alone mobile EHR and AI medical scribe)
QuickSOAP (telemedicine EHR platform)
XenFax (HIPAA-compliant internet fax services)

IMPORTANT, PLEASE READ CAREFULLY: Your acceptance of the terms of this End User License Agreement (“Agreement”) is required before your use of any of the Products listed above.

This Agreement is between you (either an individual or a single entity, hereinafter referred to as “Licensee” or “you”) and Zuzis LLC, developer of VoiceboxMD and the related Products listed above (collectively, “VoiceboxMD”).

BY INSTALLING, REGISTERING FOR, ACCESSING, OR OTHERWISE USING ANY OF THE PRODUCTS, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT PURCHASE, INSTALL, ACCESS, OR USE THE SOFTWARE. THIS AGREEMENT IS ENFORCEABLE AGAINST ANY PERSON OR ENTITY (E.G., SYSTEM INTEGRATOR, CONSULTANT OR CONTRACTOR) THAT PURCHASES, INSTALLS, ACCESSES, OR USES THE SOFTWARE OR ANY COMPONENT OF THE SOFTWARE PACKAGE ON ANOTHER PERSON’S OR ENTITY’S BEHALF.

THIS IS A LICENSE TO USE CLIENT SOFTWARE AND NOT A SALE OF SOFTWARE CODE.

Your rights under this Agreement may be subject to additional terms and conditions in a separate written software license agreement, Business Associate Agreement (BAA), Data Processing Agreement, or service-specific terms with VoiceboxMD or with any of VoiceboxMD’s authorized resellers, intended to govern the use of the Software Package, which supplements or supersedes all or portions of this Agreement.

Definitions

“Administrator License” means a limited right to use the Server Software web portal (or the corresponding administrative console of any Product) to set up licensed users, manage the user options, and perform maintenance tasks on the Server Software, and to use the Client Software for the sole purpose of testing to support licensed users. For the avoidance of doubt, the Software cannot be used, pursuant to an Administrator License, for clinical dictation, patient charting, telemedicine encounters, or fax transmissions.

“Authorized User” means an employee or contractor of Licensee who is permitted to access and use the Software subject to the terms and restrictions contained in this Agreement.

“Authorized User License” means Licensee’s limited right to allow a single employee or contractor (for each such license purchased, as indicated in the Order) to use the Software in a manner commensurate with its intended use.

“Business Associate Agreement” or “BAA” means the separate written agreement between VoiceboxMD and Licensee, where applicable under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), governing the handling of Protected Health Information.

“Device” means a personal computing device (including, without limitation, a desktop computer, laptop, tablet, or smartphone) as specified in the accompanying Documentation.

“Documentation” means the user manuals and/or technical publications, as applicable, supplied with the Software in printed or electronic form, relating to the installation, use, and administration of the Software.

“Instance” An “instance” of the Software is created by executing the Software’s setup or install procedure, by registering an account, or by otherwise activating access to the Software. An instance of the Software is also created by duplicating an existing instance. References to the Software in this Agreement include “instances” of the Software.

“License Duration” means the duration of the license grant specific to a particular Software license, which duration is either a Perpetual License or a Term License.

“Maintenance Services” are services that VoiceboxMD provides pursuant to an Order to maintain the Software and equipment (as applicable). The description of these Maintenance Services purchased by Licensee is posted online on VoiceboxMD’s website at the URL voiceboxmd.com. VoiceboxMD may update the URL from time to time.

“Non-Physicians” means employees or contractors of Licensee who are not Physicians, but provide medical services on behalf of the Licensee, including, but not limited to, nurses, physician assistants, psychologists, medical assistants, and scribes.

“Non-Physician Client License” means a license grant as per Section 1(b) of this Agreement, limited for use to only a Non-Physician, as indicated in the Order, pursuant to the terms of this Agreement. For the avoidance of doubt, Software licenses pursuant to a “Non-Physician Client License” cannot be used by Physicians.

“Order” means a purchasing document or online subscription enrollment placed by Licensee hereunder for Software licenses, equipment, and Maintenance Services, which indicates, among other things, the number and type of Software license(s) and services purchased by you.

“Patient Data” means any health, demographic, billing, or other patient-related information that Licensee or its Authorized Users transmit, store, or process using the Software, including any Protected Health Information (“PHI”) as defined under HIPAA.

“Perpetual License” means a license grant that is not limited in duration, subject to early termination pursuant to this Agreement.

“Physicians” means physicians (including, but not limited to: full-time and part-time physicians, attending physicians, D.O.s, residents, and licensed independent practitioners) working on behalf of the Licensee.

“Physician Client License” means a license grant as per Section 1(b) of this Agreement, limited for use to only a Physician, as indicated in the Order, pursuant to the terms of this Agreement.

“Product” or “Products” means any of the VoiceboxMD software applications and services listed in the introduction to this Agreement, individually or collectively.

“Run-time Engine” means the programmed access of the Software by a Licensee application or a third-party application integrated with the Software.

“Server License” means the limited right defined in Section 1(a) of this Agreement.

“Software Package” means the Software, the associated media, and the Documentation.

“Speech Data” means the audio files, associated transcriptions, and log files provided by you hereunder or generated in connection with the Software.

“Subscription” means the recurring license to access and use one or more Products under a Term License model, as specified in the applicable Order or online enrollment.

“Term License” means a license grant that is limited in duration, which duration is as indicated in the Order, subject to early termination pursuant to this Agreement.

“User Profile” refers to the record of speaker-specific data that provides a consistent dictation experience across successive dictation sessions.

“Software” shall include each of the Products listed in the introduction to this Agreement, as well as any modified versions, updates, or upgrades of the Software licensed to you by VoiceboxMD. You may install and use a modified version, update, or upgrade of the Software only if you have a validly licensed existing version of the Software being modified, updated, or upgraded. If you download, install, copy, or otherwise use a modified version, update, or upgrade of the Software, then your license terminates as to the previous version or edition of the Software that was the basis for your eligibility to such modified version, update, or upgrade, and you have a license only to such modified version, update, or upgrade or edition of the Software under the terms of this Agreement.

The Software contains the following components:

(a) “Server Software” means the component of the Software (including any cloud-hosted backend, web portal, API, or transcription engine) that provides services or functionality on VoiceboxMD’s servers or on Licensee’s server infrastructure (your physical hardware systems capable of running Server Software are “servers”; a hardware partition or blade is considered to be a separate physical hardware system).

(b) “Client Software” means the component of the Software that provides functionality on a Device to utilize the functionality in conjunction with accessing or utilizing Server Software, including the desktop dictation applications, mobile applications (iOS and Android), the vMic virtual microphone application, the VB Virtual Scribe application, the QuickSOAP application, the XenFax web and client interfaces, and any browser-based front end.

1. Grant of License

Subject to the terms and conditions of this Agreement, VoiceboxMD grants Licensee a non-exclusive, non-transferable license to use the Software subject to the following:

(a) Server Software. Licensee may install and run, at any one time, one Instance of any on-premises Server Software in one compatible Physical Operating System Environment or one Virtual Operating System Environment, whereby, to “run an Instance” means to load the Server Software into memory and execute one or more of its instructions. Once running, an Instance is considered to be running (whether or not its instructions continue to execute) until it is removed from memory. One Instance of the Server Software is only licensed for use with one database. Where the Server Software is hosted by VoiceboxMD as a cloud service, Licensee is granted a right to access and use such hosted service in accordance with the Order.

(b) Client Software. Licensee may allow a single employee or contractor, for each Authorized User License purchased, to use the Client Software solely in conjunction with Server Software, in a manner commensurate with its intended use. Pursuant to such right, you are authorized to reproduce and install copies of Client Software on any number of Devices, for use solely by the Authorized Users. A separate Authorized User License must be purchased for each user whose User Profile(s) is/are being used by the Software. An Authorized User is permitted to create and use multiple User Profiles under a single Authorized User License. Licensee may authorize a third party to use the Software in connection with any of Licensee’s User Profiles solely for the purpose of performing editing or correcting functions for Licensee; however, such third party must purchase a separate Authorized User License to create his or her own User Profile.

(c) Documentation. Subject to the terms and conditions of this Agreement, VoiceboxMD grants to Licensee a non-exclusive license to make copies of the Documentation in connection with its use of the Software in accordance with this Agreement, but no more than the amount reasonably necessary. Any permitted copy of the Documentation that Licensee makes must contain the same copyright and proprietary notices that appear on or in the Documentation.

(d) Conversion. A “Conversion” is defined as a voluntary exchange for a license to use the Software subject to the terms of this Agreement, in lieu of another VoiceboxMD software product (“Replaced Product”) and license agreement, if such an option to exchange is made available by VoiceboxMD. Licensee must possess a valid license for each user of Replaced Product in order to elect a Conversion to an equal number of Authorized User Licenses of Client Software. Licensee agrees that by using the Software upon obtaining it as a Conversion, Licensee voluntarily terminates Licensee’s right to use the Replaced Product and agrees to un-install, return, or destroy the copies of the Replaced Product which were the basis for Licensee’s eligibility for the Conversion. As an exception, Licensee may continue to use the Replaced Product after Licensee obtains the Conversion to the Software, but only for a reasonable period of time to assist Licensee in the transition to the Software, and further provided that such simultaneous use shall not be deemed to increase the number of copies, licensed amounts, number of Authorized Users, or scope of use granted to Licensee hereunder.

(e) Administrator License. If you have purchased an Administrator License, as indicated in the Order, you are granted a limited right to use the Server Software web portal to set up licensed users, manage the user options, and perform maintenance tasks on the Server Software, and to use the Client Software for the sole purpose of testing to support Authorized Users. For the avoidance of doubt, the Software cannot be used, pursuant to an Administrator License, for clinical dictation, patient documentation, telemedicine, or transmission of fax communications.

(f) Product-Specific Scope. The Grant of License above applies to each Product that Licensee has subscribed to or purchased. A license to one Product (e.g., VoiceboxMD Desktop Dictation) does not automatically grant rights to any other Product (e.g., QuickSOAP, XenFax, or VB Virtual Scribe). Each Product requires its own valid Order or active Subscription.

2. VoiceboxMD’s Rights

Licensee acknowledges that the Software Package consists of proprietary information and products of VoiceboxMD (or other third parties) protected under United States or other patent, copyright, or trade secret laws. Licensee further acknowledges and agrees that all right, title, and interest in and to the Software Package, and each component thereof, are and shall remain with VoiceboxMD. This Agreement does not convey to Licensee an interest in or to the Software Package, but only a limited right to use, revocable in accordance with the terms of this Agreement. VoiceboxMD reserves all rights not expressly granted to you in this Agreement.

3. Term and Termination

(a) This License is effective upon Licensee’s first installation, access, registration, and/or use of the Software and shall continue for the License Duration. Licensee may terminate this Agreement at any time by uninstalling the Software, ceasing all use of the Products, and (where applicable) returning the Software Package to VoiceboxMD. VoiceboxMD may terminate this Agreement at any time upon breach by Licensee of any terms hereof including non-payment of applicable fees, as indicated in the Order, to VoiceboxMD or its reseller, as applicable. Upon such termination by VoiceboxMD, Licensee agrees to uninstall the Software, cease all use of the Products, and promptly return the Software Package to VoiceboxMD.

(b) Termination of this Agreement shall not relieve Licensee of its payment obligations incurred prior to such termination, including all remaining (and subsequently invoiced) monthly payments of license fees with respect to a Term License purchased under this Agreement.

(c) Upon termination, Licensee shall cease all use of the Products. Upon written request received within thirty (30) days after termination, VoiceboxMD will make Licensee’s stored Patient Data available for export in a commercially reasonable format, after which VoiceboxMD may delete such data in accordance with its standard retention policies and any applicable BAA.

4. Other Restrictions

(a) Licensee may not sub-license, rent, lease, lend, or otherwise commercialize the Software Package or any portion of the Software in any manner including rights (such as use or access rights) on a membership, subscription, or pay-per-use basis.

(b) Except as expressly authorized under this Agreement, Licensee is prohibited from providing use of the Software in a computer service business, third-party outsourcing facility or service, service bureau arrangement, or time-sharing basis.

(c) Licensee may not reverse engineer, decompile, modify, create derivative works (except for User Profiles or custom vocabularies as set forth in the Documentation) of, or disassemble the Software, except to the extent that the foregoing restriction is expressly prohibited by applicable law.

(d) Licensee may only use the Software for its internal use only, in accordance with and in the manner intended by the Documentation.

(e) Licensee may not publish the results of benchmarking the Software against competitive software, except to the extent that the foregoing restriction is expressly prohibited by applicable law.

(f) Licensee may not transfer or assign this license or the Software Package to any third party without the prior express written consent of VoiceboxMD. Any changes to, modifications to, or derivative works (except as set forth above) of the Software shall become the exclusive property of VoiceboxMD, except to the extent that the foregoing restriction is expressly prohibited by applicable law.

(g) This license for the Software Package does not allow Licensee to use the Software as a Run-time Engine.

(h) Unauthorized Public Reviews. Licensee and its Authorized Users may not access, install, register for, subscribe to, or otherwise use any of the Products with the intention of publishing a review without consent. For the avoidance of doubt, using the app with an intention of publishing a review without consent, including any public review, rating, comparison, evaluation, blog post, video, livestream, podcast, social media post, press article, app-store review, or other public commentary about the Software, is strictly prohibited unless Licensee has obtained VoiceboxMD’s prior express written consent. This restriction includes, without limitation:

Creating accounts, free trials, or paid subscriptions for the purpose of generating content for publication;
Capturing screen recordings, screenshots, audio, or video of the Software for use in any public-facing review, comparison, or commentary;
Publishing independent reviews without permission, including reviews framed as “honest,” “unbiased,” “personal,” or otherwise;
Coordinating with, paying, sponsoring, or otherwise enabling any third party (including journalists, influencers, content creators, competitors, or affiliates) to do any of the foregoing on Licensee’s behalf;
Republishing, reposting, or syndicating VoiceboxMD’s user interface, output, branding, or proprietary terminology in any review or commentary; and
Using any output of the Software (including transcriptions, generated SOAP notes, AI summaries, or fax transmissions) as the basis of a public review or comparison without consent.

Any access or use of the Software in violation of this Section 4(h) is unauthorized, terminates this Agreement immediately, and constitutes a material breach. VoiceboxMD reserves the right to seek all available legal and equitable remedies for any such violation, including, without limitation, injunctive relief, actual and statutory damages, disgorgement of any revenue derived from such unauthorized review, and recovery of attorneys’ fees and costs. Requests for review consent may be submitted in writing to press@voiceboxmd.com.

(i) No Scraping or Automated Access. Licensee may not scrape, crawl, harvest, or use automated tools, bots, or scripts to access the Software or extract data from it, except through interfaces and methods expressly authorized in writing by VoiceboxMD.

(j) No Use to Build Competing Products. Licensee may not use the Software, its output, or any data derived from the Software (excluding Licensee’s own Patient Data and User Profile content) to design, develop, train, or improve any competing speech recognition, AI scribe, EHR, telemedicine, or fax product or service.

5. Proprietary Rights

Title, ownership rights, and intellectual property rights in the Software Package shall remain in VoiceboxMD and/or its suppliers or licensors. Licensee acknowledges such ownership and intellectual property rights, and will not take any action to jeopardize, limit, or interfere in any manner with VoiceboxMD’s or its suppliers’ or licensors’ ownership of or rights with respect to the Software Package. The Software Package is protected by copyright and other intellectual property laws and by international treaties.

6. Limited Warranty

VoiceboxMD warrants that the Software will perform substantially in accordance with the accompanying Documentation for a period of 90 days from the date of receipt (“Limited Warranty”). If an implied warranty or condition is created by your state/jurisdiction and federal or state/provincial law prohibits disclaimer of it, you also have an implied warranty or condition, BUT ONLY AS TO DEFECTS DISCOVERED DURING THE PERIOD OF THIS LIMITED WARRANTY (90 DAYS). AS TO ANY DEFECTS DISCOVERED AFTER THE NINETY (90) DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND. Some states/jurisdictions do not allow limitations on how long an implied warranty or condition lasts, so the above limitation may not apply to you. Any modified versions, updates, or upgrades to the Software provided to you after the expiration of the 90-day Limited Warranty period are not covered by any warranty or condition, express, implied, or statutory.

LIMITATION ON REMEDIES; NO CONSEQUENTIAL OR OTHER DAMAGES. Your exclusive remedy for any breach of this Limited Warranty is as set forth below. Except for any refund elected by VoiceboxMD, YOU ARE NOT ENTITLED TO ANY DAMAGES, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES, if the Software does not meet VoiceboxMD’s Limited Warranty, and, to the maximum extent allowed by applicable law, even if any remedy fails of its essential purpose. The terms of Section 8 below (“Exclusion of Incidental, Consequential and Certain Other Damages”) are also incorporated into this Limited Warranty. Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. This Limited Warranty gives you specific legal rights. You may have others, which vary from state/jurisdiction to state/jurisdiction.

YOUR EXCLUSIVE REMEDY. VoiceboxMD’s and its suppliers’ liability and your exclusive remedy shall be, at VoiceboxMD’s option from time to time exercised subject to applicable law, (a) return of the price paid (if any) for the Software, or (b) a repair or replacement of the Software that does not meet this limited warranty and that is returned to VoiceboxMD with a copy of your receipt. You will receive the remedy elected by VoiceboxMD without charge, except that you are responsible for any expenses that you may incur (example: cost of shipping the Software to VoiceboxMD). This Limited Warranty is void if failure of the Software has resulted from accident, abuse, misapplication, abnormal use, or a virus. Any replacement software will be warranted for the remainder of the original warranty period or thirty days, whichever is longer.

7. Disclaimer of Warranty

THE LIMITED WARRANTY THAT APPEARS ABOVE IS THE ONLY EXPRESS WARRANTY MADE TO YOU AND IS PROVIDED IN LIEU OF ANY OTHER EXPRESS WARRANTIES (IF ANY) CREATED BY ANY DOCUMENTATION OR PACKAGING. EXCEPT FOR THE LIMITED WARRANTY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VOICEBOXMD AND ITS SUPPLIERS PROVIDE THE SOFTWARE PACKAGE, MAINTENANCE SERVICES, OR OTHER SERVICES (IF ANY) ON AN “AS IS” BASIS, AND DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, WARRANTIES THAT IT IS FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE, OR NON-INFRINGING, AS WELL AS WARRANTIES OF ACCURACY, COMPLETENESS OF RESPONSES, RESULTS, WORKMANLIKE EFFORT, LACK OF VIRUSES, AND OF LACK OF NEGLIGENCE, ALL WITH REGARD TO THE SOFTWARE PACKAGE AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE AND ANY MAINTENANCE SERVICES OR OTHER SERVICES IS BORNE BY LICENSEE. SHOULD THE SOFTWARE PROVE DEFECTIVE IN ANY RESPECT, LICENSEE AND NOT VOICEBOXMD OR ITS SUPPLIERS OR RESELLERS ASSUMES THE ENTIRE COST OF ANY SERVICE OR REPAIR. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE SOFTWARE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

8. Exclusion of Incidental, Consequential and Certain Other Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VOICEBOXMD OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY, INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT, OR BREACH OF WARRANTY OF VOICEBOXMD OR ANY SUPPLIER, AND EVEN IF VOICEBOXMD OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Limitation of Liability and Remedies

NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF VOICEBOXMD AND ANY OF ITS SUPPLIERS UNDER ANY PROVISION OF THIS AGREEMENT AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING (EXCEPT FOR ANY REMEDY OF REPAIR OR REPLACEMENT ELECTED BY VOICEBOXMD WITH RESPECT TO ANY BREACH OF THE LIMITED WARRANTY) SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. THE FOREGOING LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS (INCLUDING SECTIONS 6, 7, AND 8 ABOVE) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

10. Assignment

In no event may Licensee assign its rights or obligations hereunder or subcontract any portion of its performance hereunder without VoiceboxMD’s prior written consent.

11. Remedies

If Licensee breaches this Agreement, Licensee shall promptly cease all use of the Software and (where applicable) return the Software Package to VoiceboxMD. A breach by Licensee will irrevocably harm VoiceboxMD, and VoiceboxMD shall be entitled to injunctive and/or other equitable relief, in addition to any other remedies afforded by law.

12. Governing Law; Venue; Jury Trial Waiver

(a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

(b) Exclusive Venue. The parties agree that any action, suit, or proceeding arising out of or relating to this Agreement, or to Licensee’s use of the Software, shall be brought exclusively in the state or federal courts of competent jurisdiction located in (i) New York County, New York, or (ii) Bergen County, New Jersey, and each party hereby irrevocably consents to the personal jurisdiction of, and venue in, such courts. Each party waives any objection based on forum non conveniens.

(c) Jury Trial Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

(d) Equitable Relief. Notwithstanding the foregoing, VoiceboxMD may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property, confidential information, or rights under Section 4 (Other Restrictions), including, without limitation, Section 4(h) (Unauthorized Public Reviews).

13. Severability

Should any term of this Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof, and the parties intend that such void or unenforceable term be reformed to the minimum extent necessary to make it enforceable while preserving its original intent.

14. No Waiver

The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

15. United States Government End Users

This Section applies to all acquisitions of the Software by or for the Federal government or by any prime contractor or subcontractor (at any tier) under any contract, grant, cooperative agreement, or other activity with the Federal government. By accepting delivery of the Software, the government hereby agrees that this software qualifies as “commercial” computer software within the meaning of the acquisition regulation(s) applicable to the procurement. The terms and conditions of this Agreement shall pertain to the government’s use and disclosure of the Software and shall supersede any conflicting contractual terms or conditions. If this Agreement fails to meet the government’s needs or is inconsistent in any respect with Federal law, the government agrees to return the Software, unused, to VoiceboxMD. The following additional statement applies only to acquisitions governed by DFARS Subpart 227.4 (October 1988): “Restricted Rights, Use, duplication, and disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 (Oct. 1988).” In the event any of the above-referenced agency regulations is amended or replaced, the equivalent successor regulation shall apply instead.

16. Medical Disclaimer; No Practice of Medicine

Licensee expressly agrees that VoiceboxMD is not a licensed health care provider and that the Software is not a substitute for independent medical decision-making by a qualified health care practitioner. The Software (including, without limitation, VoiceboxMD Desktop Dictation, VoiceboxMD Mobile, VoiceboxMD Web, vMic, VB Virtual Scribe, QuickSOAP, and XenFax) is a documentation, communication, and workflow tool only. It does not diagnose, treat, cure, or prevent any disease or condition, and any AI-generated summaries, SOAP notes, clinical insights, or suggestions are not medical advice. Licensee is solely responsible for its own conduct with respect to patient care, including the accuracy and completeness of any clinical documentation, and any reliance upon the Software shall not diminish Licensee’s responsibility for patient care that you may be involved or associated with. Licensee is responsible for reviewing and verifying all transcriptions, generated notes, and fax transmissions before they are entered into the medical record or sent to any recipient.

17. Export Restrictions

You acknowledge that the Software Package is subject to U.S. export jurisdiction. You agree to comply with all applicable laws that apply to the Software Package, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by the U.S. government.

18. Consent to Use of Speech Data and Service Data

The Software has a feature by which you may enable VoiceboxMD to collect Speech Data. By turning on the feature to provide VoiceboxMD with Speech Data, you acknowledge, consent, and agree that VoiceboxMD may collect and use the Speech Data as provided hereunder. The parties agree that Speech Data shall only be used by VoiceboxMD or third parties acting under the direction of VoiceboxMD, pursuant to confidentiality agreements, to tune, enhance, and improve the speech recognition and other components of the Software, and other VoiceboxMD services and products. VoiceboxMD will not use the information elements in any Speech Data for any purpose except as set forth above.

In addition, VoiceboxMD may collect and use de-identified, aggregated metadata and service-usage information (such as feature usage counts, error rates, latency metrics, and device type) to operate, secure, and improve the Software. Such de-identified information does not include Patient Data or any information that identifies an individual patient or user.

19. HIPAA, Privacy, and Patient Data

Where Licensee uses the Software to create, receive, transmit, maintain, or store Protected Health Information (“PHI”), VoiceboxMD will act as a Business Associate within the meaning of HIPAA. The parties shall enter into a Business Associate Agreement, which shall govern the handling of PHI and shall control in the event of any conflict with this Agreement with respect to PHI. Licensee is solely responsible for: (a) obtaining all required patient consents and authorizations; (b) the accuracy and lawfulness of any Patient Data submitted to the Software; (c) configuring user access controls appropriately; and (d) complying with all applicable federal and state privacy and security laws, including, where applicable, the HIPAA Privacy and Security Rules, the New York SHIELD Act, and the New Jersey identity-theft prevention statutes.

20. Subscriptions, Billing, and Refunds

Service begins as soon as your initial payment is processed. Your subscription will continue without renewal notice until you cancel. If you cancel within 14 days of your initial order, you will be fully refunded. Should you cancel after 14 days, your payment is non-refundable and your service will continue until the end of that month’s billing period. Because there is no annual contract, your monthly rate is subject to change, but you will be notified of any change in your monthly rate with the option to cancel in accordance with these terms. Cancellations can be made any time via email to support@voiceboxmd.com without any reason.

For Products with annual or multi-year terms (where applicable in the Order), refund eligibility, renewal terms, and termination rights shall be as specified in such Order, which shall control over the monthly default terms above.

21. Third-Party Services and Integrations

The Software may interoperate with third-party applications and services, including, without limitation, electronic health record systems, telehealth platforms, identity providers, payment processors, fax recipients, and cloud infrastructure providers. Licensee’s use of any such third-party service is governed by that third party’s terms and privacy policy, and VoiceboxMD makes no warranties and accepts no liability with respect to any third-party service.

22. Modifications to this Agreement

VoiceboxMD may modify this Agreement from time to time. Material changes will be communicated by email to the address associated with Licensee’s account, by in-product notice, or by posting an updated Agreement at voiceboxmd.com with a revised “Last Updated” date. Continued use of the Software after the effective date of the modified Agreement constitutes Licensee’s acceptance of the modified terms. If Licensee does not agree to the modified terms, Licensee’s sole remedy is to cancel its Subscription in accordance with Section 20.

23. Entire Agreement

This Agreement, together with any applicable Order, Business Associate Agreement, Data Processing Agreement, or other written agreement signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral.

24. Contact

Zuzis LLC (d/b/a VoiceboxMD)

General support, Legal and HIPAA matters: support@voiceboxmd.com

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