Terms of Use

1. Accounts and registration

1.1 Accounts

To access Craibe, you must register for, and hold, an account for your use (Account). By creating an Account you confirm that you:

• possess the legal right and ability to enter into a legally binding agreement with us; and
• agree to use Craibe only in accordance with these Terms and our Usage Policy.

1.2 Registration process

As part of registering for, and activating, your Account, you will need to provide us with information, including personal information about you, which we collect to operate our business and Craibe and ensure Craibe remains safe and secure for users. This information will include your full name, employment, and contact details (such as the contact email and phone number). We will use and disclose this information for the purposes of operating our business, Craibe, the related services, and as otherwise described in our Privacy Policy.

1.3 Account security

When you register and activate your Account, you can choose your username and password. You are responsible for keeping this username and password secure and are responsible for all use and activity carried out your Account on Craibe.

2. Services

2.1 Craibe overview

Craibe provides conversation capture, transcription, summarization, and follow-up workflow functions for customer, prospect, and internal business conversations, as described on our website.

2.2 Updates to Craibe functions

From time to time, we may (in our sole discretion):

• change or update Craibe or its functions; or
• agree to provide new functions.

Such updates or new functions may be subject to additional terms and fees as notified to you by Craibe.

2.3 Term

These Terms commence when you first access Craibe and will continue until terminated by you or Craibe in accordance with these Terms.

3. Fees and payments

3.1 Subscription Fees and additional fees

In order to access Craibe, you may be required to pay a subscription fee as published on our website, Craibe, or as otherwise agreed with you (Subscription Fee) for your chosen subscription period (Subscription Period). All fee amounts are in US dollars unless otherwise indicated.

Subscription Fees (including any required taxes) are payable in advance for the relevant Subscription Period and Craibe may terminate your Account and these Terms where you have not paid the relevant Subscription Fees, or where the Subscription Period has expired.

Craibe may vary the Subscription Fee on reasonable advance notice with such varied Subscription Fee to apply at the commencement of your next Subscription Period.

Your subscription will automatically renew at the end of the applicable Subscription Period, unless you cancel your subscription before the end of the then-current Subscription Period. The cancellation will take effect the day after the last day of the then-current Subscription Period. Craibe does not provide refunds or credits for any partial Subscription Period, except as expressly stated in these Terms.

You further agree that your access to and use of new or updated functions (as contemplated by clause 2.2) may be subject to additional fees which will be agreed between us before your access and use.

4. Privacy and data use

4.1 Privacy obligations

Each party must, in the performance of these Terms, comply with applicable privacy laws in respect of any personal information, including without limitation the Privacy Act 1988 (Cth) in Australia, the General Data Protection Regulation (GDPR) in the European Union, the California Consumer Privacy Act (CCPA) in the United States, the Personal Information Protection and Electronic Documents Act (PIPEDA) in Canada, and any other relevant jurisdictional privacy laws.

Without limiting clause 1(a), you must ensure that at all times you hold all necessary authorisations and current consents from individuals whose information you upload or submit to Craibe, so that Craibe may collect, use, store and disclose personal information (including sensitive information where applicable) for the purpose of operating Craibe and as described in our Privacy Policy, without you or Craibe infringing any law or the rights (including intellectual property, moral rights, or privacy rights) of any individual.

4.2 Personal Information Collection Notice

We collect, store, use and disclose personal information about you and the individuals whose information you submit to Craibe in order to provide you with use of Craibe and for purposes otherwise set out in our Privacy Policy at /support/privacy.

Our Privacy Policy explains:

• how we store and use, and how you may access and correct your personal information;
• how you can lodge a complaint regarding the handling of your personal information; and
• how we will handle any complaint. If you would like any further information about our Privacy Policy or practices, you can view our Privacy Policy or contact us at suppport@medialai.com

By providing your personal information to us, you consent to the collection, use, storage, and disclosure of that information as described in these Terms and our Privacy Policy.

We may disclose personal information to third parties that help us deliver our services or improve Craibe (including to software developers, information technology and communication suppliers and our business partners) or as required or permitted by law.

If you do not provide this information, we will not be able to provide Craibe or related services to you.

4.3 Use of de-identified information

Craibe AI may de-identify information, including health information, that is made available to Craibe AI in connection with Craibe and use or disclose such information in a de-identified form for the purposes of:

• making available relevant functionality to you; and
• as otherwise described in our Privacy Policy.

(De-identified Use).

You acknowledge that De-identified Use may involve disclosure of de-identified information to third parties as part of making Craibe and certain functionality (including Third Party Functionality) available to you.

Craibe will take reasonable steps to ensure that information that is de-identified under clause 4.3(a) cannot be reverse-engineered, re-identified, or linked back to you or any identified individual by third parties.

5. Use of Craibe

5.1 General

You must:

• comply with all applicable laws and professional obligations in connection with:
  • a. these Terms; and
  • b. your use of Craibe and any related services;
• receive any legally required consent before sharing personal or sensitive information with Craibe;
• cooperate and comply with all reasonable directions of Craibe in relation to your use of Craibe;
• comply with Craibe's Platform Usage Policy as notified to you from time to time;
• notify Craibe immediately if you become aware of:
  • a. any actual or potential defect in Craibe or related services; and
  • b. any complaint reported by any other person in connection with Craibe; and
• comply with these Terms in full at all times.

Except as otherwise permitted under these Terms, you must not:

• distribute, sub license or otherwise transfer all or any part of Craibe to any other person;
• grant any security interest over Craibe;
• Attempt to disassemble, decompile or otherwise reverse engineer the Platform, except as permitted by applicable copyright laws;
• alter, customise, modify, or create derivative works of Craibe;
• expose Craibe, or any data to reasonably avoidable cyber risks;
• remove, obliterate or alter any proprietary notice on Craibe;
• supply inaccurate data to Craibe or any other person through Craibe;
• you must not do any act that would have an adverse impact on the reputation or standing of Craibe; or
• you must not do any act that is unlawful or is prohibited by any Laws applicable to Craibe

5.2 Third-party functionality

Craibe's functionality may involve the use of software, data, applications, services, or content that is provided to Craibe by third parties (Third Party Functionality).

You agree to comply with any reasonable additional terms notified to you by Craibe in respect of the use of Third Party Functionality, or outputs of such functionality. If you do not agree to comply with those terms, we will not be able to offer Craibe and the related services to you and accordingly, we may need to cancel or terminate your Account, or you may cancel or terminate your Account.

5.3 Records

You will maintain accurate and complete records and documents related to your interaction with and use of Craibe and the related services, including as required by law.

6. Linked sites and resources

Craibe may contain links to websites and resources operated by third parties (Third Party Resources). Unless expressly stated otherwise, we do not endorse and are not responsible for the content of Third Party Resources, and have no control over or rights in those Third Party Resources. The terms that may apply to Third Party Resources may differ substantially from these Terms, so you should read them before using Third Party Resources.

7. Intellectual Property

7.1 Our intellectual property rights

Unless otherwise indicated, we own or license from third parties all rights, title, and interest (including copyright, designs, patents, trademarks and other intellectual property rights) in Craibe and any material (including all text, graphics, logos, audio and software) made available through Craibe (Craibe Content).

To enable Craibe AI to use your feedback for its business purposes and to improve Craibe, you agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable licence and authority to use feedback you provide to us for these purposes. This licence allows us to make improvements to Craibe from your suggestions, enhancement requests, recommendations, and information you provide to us (including any information which is your intellectual property) without restriction and without payment.

7.2 License to the Craibe and Content

Craibe grants you a limited, non-transferable, non-exclusive licence to use Craibe and Craibe Content for the duration of these Terms solely for your internal business use in capturing, reviewing, and acting on conversations and related records. You must not use Craibe or Craibe Content for any unlawful purpose, or otherwise modify, copy, distribute, transmit, display, perform, reproduce, publish, license, commercially exploit, create derivative works from, transfer, or sell any Craibe Content, software, products, or services contained within Craibe.

Craibe licenses Craibe from third parties. You acknowledge and agree that your use of such Content may be subject to further restrictions imposed by such third parties and notified to you by Craibe.

7.3 License to your materials

You grant to Craibe a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable licence and authority to use the deidentified material you provide or otherwise make available to Craibe for the purpose of Craibe making Craibe functionality available to you, and as otherwise permitted by these Terms.

8. Confidential information

You must not disclose any Content or any information of a confidential nature communicated by us, or otherwise learnt, accessed or generated by you as a result of entering into these Terms or using Craibe, Craibe Content or receiving related services (Confidential Information) except:

• to your personnel who have a need to know;
• if the disclosure is required by law; or
• if the recipient of the Confidential Information has independently obtained such information from a third party (other than via a breach of confidence).

For the avoidance of doubt, information which is in the public domain (other than as a result of a breach of confidence) is not Confidential Information.

You must hold the Confidential Information in strict confidence and employ all reasonable steps to protect the Confidential Information from unauthorised or inadvertent disclosure, including without limitation all steps you take to protect your own information that you consider proprietary and/or confidential. You must promptly notify us of any actual or suspected security breach in relation to Craibe or related services, or your access to or use of Craibe, Craibe Content or related services.

9. Limitations

9.1 Technical requirements

You acknowledge that you are responsible for ensuring that your information technology and other systems are able to work in conjunction with Craibe.

9.2 No professional advice or system-of-record guarantee

You agree that your use of Craibe, Craibe Content and the related services is solely for the purposes of supporting your internal business processes. You remain responsible for the accuracy of your records, the decisions you make using the service, and any legal, compliance, sales, operational, or professional obligations that apply to your business.

You further agree and acknowledge that Craibe, Craibe Content and the related services do not:

• constitute legal, financial, medical, compliance, or other regulated professional advice;
• replace your obligation to review outputs before acting on them;
• serve as your sole system of record or evidence archive unless you independently validate that use; or
• guarantee that any output is complete, error-free, or fit for a specific regulated use case.

You agree that you must not frame or suggest that:

• Craibe or any Craibe Content constitutes regulated professional advice or can be relied upon without independent review; or
• Craibe or any Craibe Content can replace your own judgement, approvals, or recordkeeping obligations.

We make no representations or warranties with respect to any action, recommendation, or business decision taken by you or any other person based on Craibe Content or otherwise. In no circumstances will we be liable for any direct, indirect, consequential, special, exemplary or other damages, however arising, from the same.

9.3 Notification of adverse events

You must notify Craibe immediately if you become aware of:

• any problem or incident associated with Craibe that has caused, or could cause, material harm to users, customers, or other individuals; or
• any deficiencies or potential deficiencies in safety, quality, efficacy, performance or presentation of Craibe.

10. Suspension and termination

10.1 Suspension

Where practicable, we will provide you with notice of any outages or suspensions of Scribe and will communicate this to you within a reasonable time. We reserve the right to restrict, suspend or terminate your access to Scribe without notice (although we will provide prior notice wherever practicable). To the maximum extent permitted by law, we will not be responsible for any loss, cost, damage or liability that may arise as a result.

10.2 Termination

You may terminate your use of Craibe (and accordingly these Terms) by emailing suppport@medialai.com or through your Account settings. Craibe will not refund any fees or other amounts that you have paid.

We may terminate these Terms if:

• (i) we reasonably believe you have breached any of these Terms;
• (ii) we withdraw Craibe from market, provided you will be entitled to a pro rata refund of fees paid; or
• (iii) we consider it reasonably necessary to comply with applicable law.

Where we terminate these Terms, except as expressly provided in these Terms or as required by applicable law, we will not refund any fees or other amounts that you have paid.

10.3 Effect of termination

On termination or expiry of these Terms:

• you must pay all relevant outstanding fees or other amounts (including under an indemnity) due under these Terms;
• the licence granted by Craibe to you under clause 7.2 will cease and we shall cease providing (and you shall cease using) Craibe and related services;
• to the extent permitted by law, you must (at our request) return or destroy all copies of Confidential Information retained in your systems or otherwise in your possession or control;
• to the extent permitted by law, we may in our discretion, delete any data, content or materials which have been provided to us; and
• this will not affect any accrued rights, and rights and obligations which are intended or which by their nature survive termination will continue to have effect.

11. Indemnity

You must at all times indemnify and hold harmless and release Craibe and our related bodies corporate from and against any loss, liability, demand, claim, action or expense (however arising and whether present or future, fixed or unascertained, actual or contingent) incurred or suffered by any of Craibe or its related bodies corporate relating to or arising from:

• any claim made by a patient in relation to any act or omission of you, except to the extent the loss is attributable to the unlawful, or wilful misconduct of Craibe or its related bodies corporate;
• any negligence or breach of or failure to comply with applicable law (including privacy laws) or applicable professional obligations by you in connection with these Terms;
• any willful, unlawful, fraudulent or negligent act or omission by you or your personnel;
• any damage to or loss of any real or personal property or death or injury to us or any of our related bodies corporate to the extent caused by your (or your personnel's) negligent or willful acts or omissions arising as a result of these Terms;
• your use of Craibe, Craibe Content or related services, except to the extent the loss is attributable to the unlawful, or wilful misconduct of Craibe or its related bodies corporate; and
• any infringement or misappropriation of intellectual property rights in connection with Craibe, Craibe Content or the related services by you or your personnel, except where caused by an act or omission of Craibe or its related bodies corporate.

12. Liability

12.1 Disclaimer

You acknowledge that the functionalities of Craibe involve the use of artificial intelligence and machine learning and while Craibe seeks to ensure accuracy of Craibe and Craibe Content, due to the probabilistic and rapidly evolving nature of such functions, Craibe and Craibe Content may in certain circumstances be inaccurate, incomplete or inappropriate. While we continue to work on improving the accuracy, reliability and safety of Craibe, it is your responsibility to evaluate the accuracy of any Craibe Content as appropriate, including by undertaking a manual review of Craibe Content, to ensure that it appropriately reflects the information you have inputted, before such Craibe Content is further used or relied upon.

Craibe, Craibe Content and the related services are provided "as is" without warranty or guarantee of any kind, and we will not be liable for any direct and indirect loss, damage or expense – irrespective of the manner in which it occurs – which may be suffered:

• due to your use of Craibe, the related services and/or the information or materials contained on or made available through it (including Craibe Content);
• as a result of the inaccessibility of Craibe, Craibe Content or the related services (including any loss, corruption or destruction of your material);
• as a result of unauthorised access to, or alteration of either data or materials entered into or produced by Craibe or the related services;
• due to communications, performance, security or data corruption problems, disconnection of transmission services or failures or delays in transmission of Craibe or the related services connected with telecommunication services and other means of transmission provided by third parties;
• as a result of the fact that certain information or materials contained on Craibe or through the related services (including any Craibe Content) are incorrect, incomplete or not up-to-date; and/or
• in connection with an interference with or damage to your computer systems occurring in connection with the use of Craibe or a linked site.

12.2 Craibe Liability

Without limiting clause 12.1, to the extent permitted by law, the aggregate liability of the Craibe for loss sustained by you in connection with these Terms (whether under statute, in contract or in tort, including for negligence, or otherwise) during any consecutive twelve month period from the commencement of these Terms and from any anniversary of the commencement date (as the case may be) is limited to the fees which Craibe is entitled to in relation to your use of Craibe and the related services during that period.

13. Jurisdiction and governing law

These Terms are governed by the law of Delaware, United States and you submit to the non-exclusive jurisdiction of the courts exercising jurisdiction in Delaware, United States.

14. Updates

We may (in our sole discretion) modify, update or replace any or all of these Terms from time to time by providing reasonable and, where practicable, 30 days' prior written notice of the update to the Terms, including details of the relevant changes.

This notice may be provided via notification on Craibe or via other methods. Where the change materially and detrimentally affects:

• your use of Craibe;
• the function, receipt or use of related services; or
• your rights and obligations under these Terms, you will be entitled to terminate these Terms and your Account (including your access to Craibe and the related services) through your Account settings on Craibe or by emailing suppport@medialai.com. In such circumstances, you will be entitled to a pro rata refund of any relevant Subscription Fees paid in advance. Continued use of Craibe following the reasonable notice period and implementation of the update shall be deemed acceptance of the new updated Terms.

15. Relationship of parties

Each party is acting in the capacity of independent contractor. These Terms do not constitute any partnership, trust, agency, joint venture or employment relationship between the parties.

Neither party has the authority to act, contract or to incur any obligation or responsibility on behalf of the other party except as provided in these Terms.

16. General

Your Account is personal to you, and you may not permit any other person to use your Account or transfer, assign or sub-contract or sub-licence or otherwise dispose of any of your interests, rights or obligations under these Terms.

If we are partially or wholly precluded from complying with our obligations under these Terms by any event, matter or circumstance that is beyond our reasonable control, then our obligation to perform will be suspended for the duration of the delay arising out of that event, matter or circumstance and we will not be liable for failure to perform our obligations.

Nothing in these Terms or any circumstances associated with it or its performance give rise to any relationship of partnership, principal and agent, or employer and employee and you have no right to assume or create any obligations of any kind, express or implied, in the name of or on behalf of us.

These Terms constitute the entire agreement between us relating to the subject matter of these Terms and supersedes and cancels any previous agreement, understanding or arrangement whether written or oral.

If any part or provision of these Terms are invalid, unenforceable or in conflict with the law, the invalid or unenforceable part or provision will be replaced with a provision which, as far as possible, accomplishes the original purpose of the part or provision. The remainder of these Terms will be binding on the parties.

Each party agrees to do all things and execute all deeds, instruments, transfers or other documents as may be necessary or desirable to give full effect to the provisions of this Terms and the transactions contemplated by it.