Product Terms

These Product Terms (these “Product Terms”) describe the Solutions that Scribe-X, LLC (“Scribe-X”) makes available through the Clinical Intelligence Platform. These Product Terms are incorporated by reference into each Master Services Agreement, Services Agreement, statement of work, exhibit, addendum, or Order Form that references them, in each case as in effect on the effective date of that document (each, an “Agreement”, and the counterparty to an Agreement, “Customer”).

These Product Terms describe Solutions. They do not create any entitlement. Customer is entitled to a Solution, capability, or deliverable only where that item is designated on an Order Form signed by both parties. Fees are stated in the applicable Agreement, pricing exhibit, or Order Form and are not stated in these Product Terms.

1. Definitions

Capitalized terms used and not defined in these Product Terms have the meanings given in the applicable Agreement. As used in these Product Terms:

“Account Dashboard” means the account-level reporting interface described in Section 2.7.

“Adaptive Automation” means the Scribe-X software that generates a draft of clinical documentation from a captured Patient Encounter and refines its output for an individual Healthcare Provider using that Healthcare Provider’s edits, corrections, and stated preferences.

“Delivered Documentation” means clinical documentation that Scribe-X has placed into Customer’s Electronic Health Record or otherwise made available to Customer, in each case in draft form pending review and signature by a Healthcare Provider.

“Electronic Health Record” or “EHR” means the electronic medical record system Customer designates on the applicable Order Form.

“Encounter Capture” means the capture and transmission of a Patient Encounter through the Platform web or mobile applications.

“Go-Live” means, with respect to a Healthcare Provider, the date on which that Healthcare Provider first uses a Solution in a production environment.

“Healthcare Provider” or “Provider” means a licensed clinician designated on an Order Form for whom a Solution is active.

“Intelligence Layer” means a functional grouping of Platform capabilities identified in Section 6.

“Order Form” means Scribe-X’s form, signed by both parties, on which Customer designates the Healthcare Providers covered, the Solutions elected for each of them, the optional services elected, and the applicable rates.

“Patient Encounter” means a clinical interaction between a Healthcare Provider and a patient, whether conducted in person or by telehealth.

“Platform” means Scribe-X’s proprietary, cloud-hosted clinical documentation platform, currently marketed as the Clinical Intelligence Platform, together with all updates, modifications, enhancements, and successor versions. The Platform does not include the Services.

“Remote Healthcare Assistant” or “RHA” means a Remote Medical Scribe performing documentation work asynchronously rather than during the Patient Encounter. An RHA completes and checks clinical documentation generated by Adaptive Automation, including the associated orders, codes, and after-visit summary, prior to delivery. Remote Medical Scribes and Remote Healthcare Assistants are the same trained workforce, hold the same qualifications, and complete the same training described in Exhibit A. The terms distinguish when the work is performed, not who performs it.

“Remote Medical Scribe” or “RMS” means a trained member of Scribe-X’s workforce who documents a Patient Encounter, working exclusively off-site through the Platform, whether contemporaneously with the encounter under the Live Solution or asynchronously as a Remote Healthcare Assistant under the Assist Solution.

“Solution” means the Live, Assist, or Solo offering described in Sections 3, 4, and 5 respectively, and any additional offering Scribe-X publishes in these Product Terms.

“Services” means the services Scribe-X performs under an Agreement, including the Solutions.

2. Provisions Applicable to All Solutions

2.1Encounter Capture. Each Solution includes Encounter Capture through the Platform web and mobile applications. Under the Subscription Solutions, encounter audio is recorded for documentation generation and retained as stated in the Data Handling and Security Schedule. Under the Live Solution, encounter audio and video are transmitted only; the Platform has no capability to record or store either. Supported operating systems and browsers are stated in the Platform documentation.

2.2 Documentation Generation and Delivery. Each Solution includes generation of clinical documentation from the captured Patient Encounter and delivery of that documentation to Customer, by placement into Customer’s EHR or by such other method as the parties agree on the applicable Order Form.

2.3 Provider-Level Configuration. Each Solution includes configuration of documentation output to the specialty and stated preferences of each Healthcare Provider. Configuration is refined over time from that Healthcare Provider’s edits, corrections, and stated preferences, and is applied at the level of the individual Healthcare Provider.

2.4Language Support. Each Solution supports Encounter Capture and documentation in English and Spanish, and the Subscription Solutions additionally support multi-party transcription with speaker differentiation and after-visit documentation in those languages. Additional languages, where available, are stated on the applicable Order Form.

2.5 System of Record; Provider Responsibility. Customer’s EHR is the system of record. All Delivered Documentation is draft documentation until a Healthcare Provider reviews and signs it. Customer and its Healthcare Providers are solely responsible for reviewing the accuracy and completeness of all documentation prior to any clinical, billing, coding, or other use, and for all clinical, coding, and billing decisions. Nothing generated through the Platform constitutes medical advice, and the Platform does not diagnose, treat, or recommend care.

2.6 Patient Notice and Consent. Encounter Capture is subject to federal and state law governing the recording of communications and the use and disclosure of protected health information under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations at 45 C.F.R. Parts 160 and 164. Customer is solely responsible for providing any required notice to patients and for obtaining and documenting any required consent or authorization, including in jurisdictions requiring the consent of all parties to a recording.

2.7 Account Dashboard. Each Solution includes access to the Account Dashboard, which provides Customer with account-level visibility into usage of the Services, Delivered Documentation volume and delivery performance, service-level performance, and quality metrics for the Solutions elected on the applicable Order Form. The Account Dashboard is a reporting interface for the Services purchased and is not separately priced. The Account Dashboard is distinct from, and does not include, the capabilities of any Intelligence Layer other than Encounter Intelligence, including chart review and the capabilities of Quality Intelligence described in Section 6, which are available only as stated in these Product Terms.

3. Live

3.1 Description. Under the Live Solution, an assigned Remote Medical Scribe documents the Patient Encounter contemporaneously with the encounter, working directly in Customer’s EHR using credentials Customer provides.

3.2 Scope. The Live Solution includes: (a) real-time documentation of Patient Encounters by an assigned Remote Medical Scribe; (b) chart preparation and chart abstraction; and (c) administrative tasks reasonably requested by Customer during periods not required for patient documentation. Scope is further described in the Remote Medical Scribe Role Description at Exhibit A to these Product Terms.

3.3 Delivery. Documentation is created during the Patient Encounter and is complete at the conclusion of the encounter, subject to note editing and visit wrap-up.

3.4 Commercial Basis. The Live Solution is staffed and charged on an hourly basis. Shift minimums, scheduling terms, cancellation and assignment terms, overtime, travel, and rates are stated in the applicable Agreement and pricing exhibit and are not stated in these Product Terms.

3.5 Data Handling. Protected health information is not stored within the Live Solution as part of its core service. Data handling for the Live Solution is described in the Data Handling and Security Schedule at scribe-x.com/legal/data-handling.

4. Assist

4.1 Description. Under the Assist Solution, Adaptive Automation generates a draft of the clinical documentation from the captured Patient Encounter, and a Remote Healthcare Assistant completes and checks that documentation prior to delivery.

4.2 Scope. The Assist Solution includes: (a) generation of a clinical note from the Patient Encounter by Adaptive Automation; (b) completion and checking of that note by a Remote Healthcare Assistant, together with the associated orders, codes, and after-visit summary; (c) an after-visit summary; and (d) delivery of the completed documentation into Customer’s EHR.

4.3 Independent Review. Each note delivered under the Assist Solution is reviewed by a Remote Healthcare Assistant who is not the Healthcare Provider responsible for signing it.

4.4 Delivery. Documentation is delivered within the timeframe stated in the applicable Agreement or Order Form, measured from the conclusion of the Patient Encounter. Where no timeframe is stated, Scribe-X will deliver within a timeframe the parties agree in writing during implementation.

4.5 Commercial Basis. The Assist Solution is charged per Healthcare Provider, per calendar month, at the rate stated on the applicable Order Form, commencing at that Healthcare Provider’s Go-Live.

5. Solo

5.1 Description. Under the Solo Solution, Adaptive Automation generates a draft of the clinical documentation from the captured Patient Encounter and delivers that draft to Customer for review and finalization by the Healthcare Provider.

5.2 Scope. The Solo Solution includes: (a) generation of a clinical note from the Patient Encounter by Adaptive Automation; (b) an after-visit summary; and (c) delivery of the draft documentation to Customer.

5.3 No Independent Review. The Solo Solution does not include completion or checking of documentation by a Remote Healthcare Assistant or a Remote Medical Scribe. Documentation delivered under the Solo Solution has not been reviewed by any person other than Customer’s own personnel.

5.4 Onboarding. Onboarding under the Solo Solution is self-directed through the training materials made available in the Platform, unless Customer elects an onboarding option under Section 7.

5.5 Commercial Basis. The Solo Solution is charged per Healthcare Provider, per calendar month, at the rate stated on the applicable Order Form, commencing at that Healthcare Provider’s Go-Live.

6. Intelligence Layers

6.1 Layers. The Platform is organized into the following Intelligence Layers: (a) Encounter Intelligence; (b) Pre-Visit Intelligence; (c) Revenue Intelligence; (d) Quality Intelligence; and (e) Inbox Intelligence.

6.2 Encounter Intelligence. Encounter Intelligence comprises documentation of the Patient Encounter and the associated after-visit summary. Encounter Intelligence is included in every Solution.

6.3 Availability. Encounter Intelligence is included in every Solution. No other Intelligence Layer is separately available for purchase as of the effective date of these Product Terms. Where a capability within another Intelligence Layer is included in the scope of a Solution, that capability is stated in the section of these Product Terms describing that Solution.

6.4 Separate Availability. Individual capabilities within an Intelligence Layer are not separately available. Where Scribe-X makes an Intelligence Layer available as an addition to a Solution, Scribe-X will state the terms of that availability in these Product Terms before offering it.

6.5 Enhancement of Existing Layers. Where Scribe-X enhances the capabilities within an Intelligence Layer included in the scope of a Solution Customer has purchased, those enhancements are made available to Customer at no additional charge. Where Scribe-X introduces a new Intelligence Layer or a capability that constitutes a new Layer, that Layer is published in these Product Terms.

6.6 Inbox Intelligence. Inbox Intelligence is a planned Intelligence Layer and is subject to Section 9.

7. Onboarding Options

7.1 Options. Customer may onboard a Solution by any of the following methods, as elected on the applicable Order Form: (a) self-directed onboarding; (b) administrator-assisted onboarding; or (c) Scribe-X-assisted onboarding.

7.2 Self-Directed Onboarding. Each Healthcare Provider completes onboarding using the training materials made available in the Platform. Self-directed onboarding involves no scheduled session with Scribe-X personnel and is included in the Solution rate.

7.3 Administrator-Assisted Onboarding. Customer designates an administrator who conducts onboarding across Customer’s Healthcare Providers using materials Scribe-X provides, and who manages Healthcare Provider access and account configuration. Administrator-assisted onboarding is included in the Solution rate.

7.4 Scribe-X-Assisted Onboarding. Scribe-X conducts onboarding directly. Customer may elect any of the following on the applicable Order Form: (a) one or more live training sessions; (b) one day of Remote Medical Scribe support alongside a Healthcare Provider; or (c) Remote Medical Scribe support across an initial period the parties specify. Scribe-X-assisted onboarding is charged at the rate stated on the applicable Order Form.

7.5 Nature and Limits of Scribe-X-Assisted Onboarding. Remote Medical Scribe support provided under Section 7.4 is a documentation training service. The Remote Medical Scribe works alongside the Healthcare Provider to establish documentation quality, preferences, and correction practices for that Healthcare Provider. Scribe-X-assisted onboarding is a one-time service. It does not constitute the Live Solution, does not create a statement of work or exhibit for the Live Solution, does not continue beyond the period elected, and confers no entitlement to the Live Solution or to any continuing Remote Medical Scribe staffing.

8. Integration Options

8.1 Methods. Documentation is delivered into Customer’s EHR by one or both of the following methods: (a) credentialed-staff delivery; or (b) direct integration.

8.2 Credentialed-Staff Delivery. Scribe-X personnel access Customer’s EHR using credentials Customer provides and place documentation directly into that system. Credentialed-staff delivery requires no interface development, is available with any EHR, and is available at Go-Live. Credentialed-staff delivery is included in the Solution rate.

8.3 Direct Integration. Where available for Customer’s EHR, Scribe-X delivers documentation through published application programming interfaces, including FHIR REST interfaces secured by OAuth 2.0 and such vendor-published interfaces as the EHR requires. The scope, sequence, timeline, and any fee for direct integration are stated on the applicable Order Form.

8.4 Schedule Synchronization. Where available for Customer’s EHR, schedule synchronization is included in the scope of direct integration at no additional charge.

8.5 Configuration Services. Custom template development, specialty configuration, and workflow configuration beyond the configuration available through the Platform’s customization tools are available as elected on the applicable Order Form, at the rate stated on that Order Form.

8.6 Supported Systems. The Electronic Health Record and integration method applicable to Customer are recorded on the applicable Order Form. Scribe-X will confirm the integration methods available for Customer’s Electronic Health Record during implementation.

8.7 No Effect on Scope. The integration method does not alter the scope of a purchased Solution. No integration is required for a Solution to function.

9. Planned Capabilities

9.1 Identification. Scribe-X may identify capabilities, Intelligence Layers, or Solutions as planned or in development in these Product Terms, in proposals, in roadmap materials, or in discussions with Customer. As of the effective date of these Product Terms, Inbox Intelligence is so identified.

9.2 No Obligation or Entitlement. A capability identified as planned or in development is not generally available, may not be purchased, and creates no obligation on Scribe-X to develop or deliver it and no entitlement on the part of Customer. This Section 9.2 supplements, and does not limit, any provision of the applicable Agreement addressing future obligations.

9.3 Evolution of Capabilities. The capabilities of the Platform continue to evolve and expand, including through the addition of capabilities to existing Intelligence Layers and the introduction of new Intelligence Layers. A Solution grants Customer access only to the subset of Platform capabilities stated for that Solution in these Product Terms and designated on an Order Form signed by both parties. No other capability, Intelligence Layer, or Solution is granted by default, and none is included in a Solution by reason of its availability on the Platform, except as provided in Section 6.5 with respect to enhancements of capabilities already included in the scope of a purchased Solution.

10. Modification of These Product Terms

10.1 Notice. Scribe-X may modify these Product Terms upon prior written notice to Customer.

10.2 Limitation on Modification. No modification will remove the core documentation function of a Solution that Customer has purchased, or materially reduce the scope of a Solution in effect as of the effective date of Customer’s applicable Order Form, in each case during any committed term stated in the applicable Agreement.

10.3 Customer Request. Where a modification materially and adversely affects Customer, Customer may, following notice given under Section 10.1, request in writing a revision to these Product Terms as they apply to Customer, either as a reversion to a prior version acceptable to Customer or as an adjustment to Customer-specific requirements. Scribe-X will consider each request on a case-by-case basis and will agree to a requested revision only by a written agreement signed by both parties.

10.4 Prior Versions. Published versions of these Product Terms are not modified after publication. The version in effect on any given date is available at the URL above with that date appended.

11. Order of Precedence

In the event of a conflict between these Product Terms and the applicable Agreement, the Agreement controls. In the event of a conflict between these Product Terms and an Order Form, the Order Form controls as to the items designated on it. Protected health information is at all times governed by the business associate agreement between the parties, which controls over these Product Terms in any conflict.

Exhibit A. Remote Medical Scribe Role Description

This Exhibit states the scope, duties, qualifications, and working conditions of the Remote Medical Scribes and trained Remote Healthcare Assistants who deliver the Services. This Exhibit forms part of these Product Terms and is provided to inform Customer of the personnel who perform the Services.

Scribe Role

(a) Medical Scribe. A member of the medical team trained to perform real-time documentation for a Healthcare Provider.

(b) Remote Medical Scribe. A Medical Scribe who works exclusively off-site through the Platform.

(c) Trained Remote Healthcare Assistant. A trained member of Scribe-X’s workforce who completes and checks documentation drafted by adaptive automation, including the note, orders, codes, and after-visit summary, before delivery to the Healthcare Provider.

(d) Medical Scribe Trainer. An experienced Medical Scribe designated to conduct workflow assessments, apprenticeship training, and coaching.

Personnel in these roles report to the Director of Scribe Services.

Purpose

The role provides documentation before, during, and after patient encounters so that Healthcare Providers may devote clinical time to patient care rather than documentation. All documentation is draft documentation until the Healthcare Provider reviews and signs it, and the Healthcare Provider remains responsible for the medical record.

Duties and Responsibilities

(a) Prepare and abstract charts.

(b) Virtually room the patient during telehealth visits.

(c) Review past medical history with the patient.

(d) Document the visit in real time within the electronic health record.

(e) Complete and check documentation drafted by adaptive automation, including the note, orders, codes, and after-visit summary.

(f) Support management of the Healthcare Provider inbox.

(g) Collaborate with the care team before and after the visit to support preparation and follow-up, including through Platform chat, screen sharing, and document sharing.

(h) Print onsite documentation, including instructions and letters.

(i) Participate in the daily team huddle.

(j) Edit notes and complete visit wrap-up.

(k) Place reminder calls to patients, draft letters, and perform related administrative tasks as directed.

Qualifications

(a) Demonstrated academic achievement, with a bachelor’s degree with a pre-health focus strongly preferred.

(b) Experience in a medical, customer service, or clinical support setting.

(c) Strong command of medical terminology.

(d) Excellent writing and multitasking skills, and the ability to type sixty or more words per minute.

(e) Ability to communicate effectively with Healthcare Providers, clinic leadership, and the Scribe-X team.

(f) Ability to resolve issues as they arise, work independently or as part of a team, and maintain professional conduct in demanding interpersonal situations.

Training and Oversight

Each Medical Scribe completes classroom and on-site or virtual training with a Medical Scribe Trainer before working independently, including an apprenticeship period alongside an experienced Medical Scribe. Scribe-X clinical leadership defines the scope of duties performed by trained personnel, and changes to that scope are subject to compliance review before implementation. Personnel with access to protected health information complete HIPAA training and background checks.

Working Conditions

Remote Medical Scribes work off-site through the Platform. Onsite personnel, where applicable, must be able to work in confined or crowded clinical spaces without interfering with the work of others, and must be able to sit or stand and type for extended periods. Staffing is entirely onshore.