1. About this licence
1.1 This End User Licence Agreement (the "Licence") is between you and AlloScribe, a clinical dictation and reporting service based in the United Kingdom ("we", "us").
1.2 It applies to the following software, including any updates and documentation (the "Software"):
- the AlloScribe desktop apps;
- the AlloScribe mobile apps;
- the AlloScribe browser extension for Chrome (the "Extension"); and
- the AlloScribe on-premise EMR agent, a Windows desktop application (the "Agent").
1.3 The Software gives access to the AlloScribe service, which is governed by our Terms of Service (the "Terms"). Words defined in the Terms have the same meaning in this Licence. If there is a conflict between this Licence and the Terms about the Software itself, this Licence applies. On everything else, the Terms apply.
1.4 You accept this Licence when you install, open or use the Software. If you install the Software for an organisation, you accept it on behalf of that organisation and confirm that you have authority to do so. If you do not accept this Licence, do not install or use the Software.
2. Licence grant
2.1 Subject to this Licence and the Terms, we grant you a non-exclusive, non-transferable, revocable licence to install and use the Software on devices that you own or control, or that your organisation has authorised you to use, solely to access the AlloScribe service for your internal professional purposes.
2.2 Only Authorised Users who meet the eligibility requirements in the Terms may use the Software.
2.3 The Software is licensed, not sold. We and our licensors keep all rights not expressly granted in this Licence.
3. Restrictions
3.1 Except as expressly permitted by this Licence or by law, you must not:
- copy, modify, adapt or translate the Software, or create derivative works from it;
- decompile, disassemble, reverse engineer or attempt to derive the source code of the Software, except to the extent permitted by sections 50B and 296A of the Copyright, Designs and Patents Act 1988 to achieve interoperability, and only after asking us first for the information needed;
- sell, rent, lease, sublicense, distribute or otherwise make the Software available to anyone who is not an Authorised User;
- remove or alter any proprietary notices in the Software;
- circumvent or interfere with any security, encryption, licensing or credit mechanism in the Software;
- use the Software to build a competing product or service; or
- use the Software in breach of our Acceptable Use Policy or any applicable law.
4. Desktop and mobile apps
4.1 The desktop and mobile apps let you record, transcribe and review reports in the same way as the web application.
4.2 While you record, the apps save audio to the device's app storage so that a recording survives a crash or interruption. Finished reports, drafts and history are kept on the device. You are responsible for securing your devices with a passcode or password, keeping their operating systems up to date, and exporting anything you need to keep before you uninstall an app or reset a device. Uninstalling an app may delete content held only in it, including unprocessed recordings.
4.3 The apps ask for access to your device's microphone so that you can dictate. Where offered, they may ask for permission to send notifications. You can withdraw these permissions in your device settings at any time, although recording will not work without microphone access.
5. Browser extension
5.1 The Extension lets you dictate into a text field on a web page, such as a field in a web-based record system, and have the text inserted into that field.
5.2 Because you can dictate into a field on any web page, the Extension asks your browser for permission to run on the pages you visit. Your browser may describe this as permission to read and change data on websites. We use it only as follows:
- the Extension identifies the text field you choose to dictate into and inserts the transcribed text into that field;
- it reads only the field you dictate into, and only when you start dictation;
- it does not read, collect or send your browsing history, the other contents of the pages you visit, or what you type elsewhere; and
- it uses your browser's extension storage to keep you signed in and to remember your settings.
5.3 Audio you dictate through the Extension is processed by the AlloScribe service in the same way as other recordings, as described in our Privacy notice.
5.4 You are responsible for checking that the text inserted into a field is correct before you save or submit the page, and for complying with the terms of the website or system you are using.
5.5 You can disable or remove the Extension at any time from your browser's extension settings.
6. On-premise EMR agent
6.1 The Agent is installed by an organisation on a Windows computer within its own network. It receives reports that its users have approved in AlloScribe and delivers them to the organisation's EMR or RIS using HL7 v2 or FHIR R4.
6.2 Only an organisation, acting through its IT staff or a person it authorises, may install and configure the Agent. The organisation is responsible for:
- the computer the Agent runs on, including its operating system, security updates, access controls, backups and physical security;
- configuring the connection to its EMR or RIS, including endpoints, message formats and patient and order matching;
- testing that reports are delivered and filed correctly before clinical use, and monitoring delivery afterwards; and
- any changes to its own systems that affect delivery.
6.3 When the Agent is set up, it creates an encryption key pair on the organisation's computer. The public key is used to seal reports on the clinician's device before they leave it. The private key stays with the Agent. The AlloScribe relay only routes sealed messages and cannot read them.
6.4 Because we do not hold the Agent's private key, we cannot decrypt sealed reports or recover them if the private key is lost, deleted or damaged. The organisation must protect the private key, restrict access to it, and contact us to re-enrol the Agent with a new key if the old one may have been compromised. Finished reports remain on the clinician's device and can be exported if delivery fails.
6.5 Where the organisation uses a SMART on FHIR launch from its EMR instead of, or alongside, the Agent, the organisation is responsible for registering and configuring the AlloScribe application in its EMR.
7. Updates
7.1 We may release updates to the Software to fix errors, improve security or performance, add or change features, or comply with law. Some updates may install automatically, depending on your device and app store settings.
7.2 Some updates may be required to keep using the AlloScribe service. If you do not install them, the Software may stop working or connecting to the service.
7.3 We support recent versions of the operating systems and browsers on which the Software runs. We may stop supporting older versions.
8. App store terms
8.1 If you download a mobile app from the Apple App Store or Google Play, the following terms also apply. If they conflict with the rest of this Licence, these terms apply to that app.
Apple
8.2 If you download an app from the Apple App Store:
- this Licence is between you and us only, not Apple Inc. ("Apple"). We, not Apple, are solely responsible for the app and its content;
- your licence to use the app is limited to use on Apple-branded products that you own or control, as permitted by the Usage Rules in the Apple Media Services Terms and Conditions, except that the app may also be accessed by other accounts associated with you through Family Sharing or volume purchasing;
- we are solely responsible for providing maintenance and support for the app. Apple has no obligation to provide any maintenance or support services for the app;
- we are responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. If the app fails to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any) of the app to you. To the maximum extent permitted by law, Apple has no other warranty obligation with respect to the app, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty are our responsibility to the extent not effectively disclaimed;
- we, not Apple, are responsible for addressing any claims by you or any third party relating to the app or your possession and use of it, including product liability claims, any claim that the app fails to conform to any applicable legal or regulatory requirement, and claims arising under consumer protection, privacy or similar legislation;
- if any third party claims that the app or your possession and use of it infringes that third party's intellectual property rights, we, not Apple, are solely responsible for the investigation, defence, settlement and discharge of that claim;
- you confirm that you are not located in a country that is subject to a UK or US Government embargo, or that has been designated by the US Government as a "terrorist supporting" country, and that you are not listed on any UK or US Government list of prohibited or restricted parties;
- you must comply with any applicable third-party terms when using the app; and
- Apple and its subsidiaries are third-party beneficiaries of this Licence. Once you accept this Licence, Apple has the right (and will be deemed to have accepted the right) to enforce it against you as a third-party beneficiary.
8.3 Questions, complaints or claims about the app should be sent to us using the details in section 15.
8.4 If you download an app from Google Play, you also agree to the Google Play Terms of Service. This Licence is between you and us only, not Google LLC or its affiliates ("Google"). We, not Google, are responsible for the app, its support and maintenance, and any claims relating to it. Google may enforce the terms of this Licence that relate to the use of Google Play against you.
8.5 Sections 8.2 and 8.4 apply despite section 22.5 of the Terms.
9. Open-source components
9.1 The Software includes open-source software components. Each is licensed to you under its own licence, which governs your use of that component. Nothing in this Licence limits your rights under those licences or grants you rights that supersede them.
9.2 A list of the open-source components and their licences is available [location of open-source notices, for example an About or Licences screen in each app], or on request from legal@alloscribe.com.
10. Data and privacy
10.1 Our Privacy notice explains what data the Software and service process and why. Our Data Processing Agreement applies to patient information processed on behalf of your organisation.
10.2 The Software stores recordings, drafts, reports, history and settings on your device so that your work is not lost and does not need to be kept on our servers. On shared devices, this local data is kept separately for each signed-in user. You should sign out of shared devices when you finish.
11. Termination
11.1 This Licence continues until it is terminated.
11.2 It ends automatically if the Terms end, or if your account is closed. We may terminate it immediately by notice if you breach it in a material way.
11.3 When this Licence ends, you must stop using the Software and uninstall it. An organisation must uninstall the Agent and securely delete its private key once it no longer needs to receive reports. Before you uninstall, export any reports and other content held only on the device that you need to keep.
11.4 Sections 3, 9, 12, 14 and any other provisions intended to survive continue after this Licence ends.
12. Warranties and liability
12.1 The Software is supplied under the same warranties, disclaimers and limitations of liability as the AlloScribe service, set out in sections 17 and 18 of the Terms. Those provisions apply to this Licence as if they were written out in full here.
12.2 In particular, nothing in this Licence limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded by law. Subject to that, we are not liable for indirect or consequential loss, and our total liability is limited as set out in the Terms.
12.3 The Software produces draft Output for clinical review. Clinical responsibility remains with the clinician, as set out in section 6 of the Terms. The Software is not a medical device and must not be used for diagnosis or to make clinical decisions.
12.4 Where you got the Software free of charge, as part of an account funded by your organisation, the liability limit in the Terms is calculated by reference to the fees paid by the account holder.
13. Export and sanctions
13.1 You must comply with all applicable export control and sanctions laws, including those of the United Kingdom and, where they apply, the United States, when you download, install or use the Software. You must not use or make the Software available in any country, or to any person, in breach of those laws.
14. Governing law and jurisdiction
14.1 This Licence, and any dispute or claim arising out of or in connection with it or its subject matter (including non-contractual disputes or claims), are governed by the law of England and Wales.
14.2 The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim.
14.3 The general provisions in section 22 of the Terms (including assignment, entire agreement, severance and notices) apply to this Licence.
15. Contact
Questions about this Licence, app store claims and legal notices: legal@alloscribe.com.
Support with installing or using the Software: hello@alloscribe.com. EMR agent deployments and integrations: partners@alloscribe.com.
