These Terms of Use (also referred to as the “Terms of Service”) (collectively, the “Terms”) apply to all users (“Users”) of the Calarity application and govern access to and use of the Calarity mobile application and related services (collectively, the “Services”) provided by Calarity, Inc. (“Calarity,” “we,” “us,” or “our”).

The Calarity Privacy Policy describes how Calarity collects, uses, discloses, and otherwise processes information, including “Private Information” (as defined in the Privacy Policy).

The Privacy Policy is incorporated into and made part of these Terms by reference.

If there is a conflict between these Terms and the Privacy Policy regarding privacy or data processing, the Privacy Policy will control.

You agree to provide accurate and complete information when creating an account and to keep your account information up to date. You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account.

You agree to promptly notify Calarity of any suspected unauthorized access, security incident, or breach.

NOTICE EMAIL: info@calarity.com

PRIVACY EMAIL: privacy@calarity.com

If you are a medical or healthcare professional using the Services (“Clinician User”), you represent and warrant that you are duly licensed (if required) and will use the Services only in accordance with applicable laws, professional standards, board rules, and regulations. Your relationship with patients and other end users (including your patients or clients) is directly between you and the patient or client. Calarity does not create or participate in any physician-patient relationship.

Calarity does not practice medicine or any other licensed profession and does not provide medical, legal, or other professional advice.

The Services may include AI-enabled features, including converting audio to text (transcription) and generating drafts of clinical notes or summaries based on the transcription and other inputs.

AI-generated outputs may contain errors, omissions, or inaccuracies. Transcriptions may be incomplete or incorrect due to audio quality, accents, overlapping speech, clinical terminology, or other factors.

Clinician Users are solely responsible for reviewing, editing, validating, and approving any clinical documentation, notes, summaries, or other outputs generated through the Services before relying on them, using them for clinical decision-making, or adding them to any medical record.

The Services and any AI-generated output are not a substitute for professional medical judgment. Clinician Users remain fully responsible for patient care, documentation, billing/coding accuracy, and compliance with applicable laws and standards.

If you submit, upload, transmit, or otherwise provide content through the Services (including audio recordings, text, messages, documents, or other materials) (“User Content”), you represent and warrant that you have all rights and permissions necessary to provide such content and to grant the licenses described in these Terms.

If you are a Clinician User, your submitted materials may be referred to as “Clinician User Content.” You agree not to submit any content that:

Clinician Users remain responsible for ensuring that any Clinician User Content (including any patient-related information) is collected, used, and disclosed in compliance with applicable privacy laws, including HIPAA, and that appropriate notices and consents are obtained.

Subject to the limitations and obligations contained in the Privacy Policy (including restrictions relating to identifiable Personal Information and PHI), you grant Calarity a royalty-free, worldwide, sublicensable, transferable license to host, store, reproduce, process, transmit, display, perform, and otherwise use User Content solely as necessary to provide, maintain, secure, and improve the Services and as otherwise permitted by the Privacy Policy.

Calarity does not sell, disseminate, transfer, share, or otherwise disclose identifiable Personal Information or PHI for value.

Calarity may create de-identified and/or aggregated data from information processed through the Services. Calarity may use, disclose, share, transfer, license, and/or sell such de-identified and/or aggregated data for lawful business purposes, including research, analytics, product development, improving the Services, and training and improving AI models.

Where HIPAA applies, de-identified data means information that has been de-identified in accordance with the HIPAA Safe Harbor method by removing the identifiers required by HIPAA and where Calarity does not have actual knowledge that the remaining information could be used to identify an individual.

You may opt out of certain uses of your information to create De-identified Data, including (i) AI model training and improvement and (ii) external research or commercialization (including licensing or sale), by emailing privacy@calarity.com with the subject line “Deidentified Data Opt-Out” and including the email address and phone number associated with your account.

Your opt-out will not affect: providing the Services (including requested transcription and note-generation features); security, fraud prevention, troubleshooting, quality assurance, and system integrity; compliance with law, lawful requests, and enforcement of these Terms; retention as required or permitted by law or contract (including obligations related to HIPAA/Business Associate Agreements); or use of information that has already been de-identified prior to your opt-out (to the extent permitted by law).

You agree not to: use the Services for any illegal, harmful, or unauthorized purpose; interfere with or disrupt the Services, servers, or networks; attempt to gain unauthorized access to any account or system; reverse engineer or attempt to extract source code except as permitted by law; use any automated means to access the Services except as authorized by Calarity.

Violations of system or network security may result in civil or criminal liability. Calarity may investigate occurrences that may involve such violations and may involve and cooperate with law enforcement authorities.

The Services and all content made available by Calarity (excluding User Content) are owned by Calarity or its licensors and are protected by U.S. and international intellectual property laws. You may not copy, distribute, modify, reproduce, publish, publicly display, or create derivative works from Calarity content except as expressly authorized in writing by Calarity.

The Services are provided on a temporary basis with no guarantee of future availability. Calarity may modify, suspend, or discontinue the Services (in whole or in part) at any time. Calarity reserves the right, in its sole discretion, to terminate or suspend your access to all or part of the Services, with or without cause, and with or without notice.

Your agreement with your mobile network provider (“Mobile Provider”) continues to apply when using the Services on a mobile device. You are responsible for all Mobile Provider fees and charges.

You agree to defend, indemnify, and hold harmless Calarity and its affiliates, officers, directors, employees, agents, and contractors from and against any and all third-party claims, damages, liabilities, losses, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your use of the Services; (b) your breach of these Terms; (c) your violation of applicable law; or (d) your User Content.

Clinician Users agree to defend, indemnify, and hold Calarity harmless from any claim by or on behalf of any patient of Clinician User or its personnel, or by or on behalf of any other third party, arising out of the use or operation of the Services, regardless of the cause.

These Terms are governed by the internal laws of the State of Tennessee (excluding its conflicts of law principles).

In the event of any dispute or claim relating to the Services or these Terms, you agree to the exclusive jurisdiction and venue of the state or federal courts located in Nashville, Tennessee.

Calarity may revise these Terms from time to time by updating the posting within the Services or otherwise providing notice. By continuing to use the Services after the updated Terms become effective, you agree to the revised Terms.

Notices to Calarity must be provided in writing to:

These Terms (including the Privacy Policy) constitute the entire agreement between you and Calarity regarding the Services and supersede any prior agreements.

If any provision of these Terms is held unenforceable, such provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

You may not assign, delegate, or otherwise transfer your account or obligations under these Terms without Calarity’s prior written consent, except through features of the Services.

Calarity may assign these Terms without restriction.