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Effective Date: May 08, 2026

PLEASE READ THESE TERMS CAREFULLY. BY REGISTERING FOR AN ACCOUNT OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING ANY FUTURE UPDATES OR REVISIONS. THIS AGREEMENT PROVIDES THAT MOST DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING ARBITRATION AND THAT YOU WAIVE CLASS ACTION RIGHTS AND THE RIGHT TO A JURY TRIAL, AS SET FORTH IN THE “ARBITRATION & CLASS ACTION WAIVER” SECTION BELOW. BY ENTERING THIS AGREEMENT, YOU RELINQUISH YOUR RIGHT TO SUE IN COURT, HAVE YOUR CLAIMS HEARD BY A JURY, OR PARTICIPATE IN A CLASS OR COLLECTIVE ACTION, AS EXPLAINED FURTHER IN THIS DOCUMENT.

  1. 1. ACCEPTANCE OF TERMS
  2. SCRIBE4ME AI IS A BRAND OPERATED AND OWNED BY PHYSICIANS ANGELS, INC. (“PHYSICIANS ANGELS”), WHICH IS THE LEGAL ENTITY PROVIDING THE SERVICES DESCRIBED HEREIN.
  3. BY ACCESSING OR USING THE SCRIBE4ME AI PLATFORM, WEBSITE, OR APPLICATIONS (COLLECTIVELY, THE “SERVICE”), CUSTOMER ACKNOWLEDGES AND AGREES THAT ALL SERVICES ARE PROVIDED BY PHYSICIANS ANGELS, INC., AND NOT BY A SEPARATE LEGAL ENTITY NAMED “SCRIBE4ME AI.”
  4. FOR THE PURPOSES OF ALL AGREEMENTS, INCLUDING BUT NOT LIMITED TO THIS TERMS OF SERVICE AND THE BUSINESS ASSOCIATE AGREEMENT (BAA) UNDER THE HIPAA, THE CONTRACTING PARTY AND BUSINESS ASSOCIATE SHALL BE PHYSICIANS ANGELS, INC.
    1. a. This Agreement (“Agreement”), including Binding Arbitration provisions, Class Action Waiver, and any incorporated exhibits, addenda, or schedules, is entered into by and between Physicians Angels, Inc. (“Physicians Angels,” “we,” “us,” or “our”), acting as a Business Associate (“BA”), and the customer accepting or using the Services (“Customer,” “you,” or “your”), acting as the Covered Entity (“CE”). Physicians Angels and Customer may each be referred to individually as a “Party” and collectively as the “Parties.”
    2. b. Scribe4Me Ai offers accurate and efficient AI medical scribing services through its proprietary online platform accessible from the website and associated domain of https://scribe4me.ai("Site") and Scribe4Me Ai's desktop or mobile applications ("Apps"), all of which may be updated from time-to-time, including any successor websites and domains, and web, mobile or desktop applications (the Site together with the Apps, the "Service"). Any access to or use of the Service is subject to the terms and conditions in the Terms of Service ("Terms") set forth herein. Scribe4Me Ai may, at its discretion, update the Terms at any time. You can access and review the most current version of the Terms at the URL for this page or by clicking on the "Terms of Service" link within the Service or as otherwise made available by Scribe4Me Ai.
    3. c. Access to or use of the Service is governed by these Terms. We may update these Terms at any time, and you should review the most current version, available on this page or via a “Terms of Service” link within the Service.
    4. d. If you enter into these Terms on behalf of an entity (e.g. a company), you represent that you are authorized to bind that entity to these Terms. In that case, “you” refers to that entity. You also represent and warrant all of the following:
      • You are over eighteen (18) years of age—or the age of majority in your jurisdiction, whichever is greater
      • You are legally capable of entering into this contract.
      • You are not barred from using the Service under the laws of your country.
      • You are not in a country subject to a U.S. Government embargo or designated as a “terrorist supporting” country.
      • You are not listed on any U.S. Government prohibited or restricted parties list (e.g. the Specially Designated Nationals List).

    If you lack any of these qualifications, or if you do not agree with these Terms, you may not access or use the Service.

  1. 2. GRANT OF RIGHTS
  2. We grant you a limited, non-exclusive, non-transferable, non-sub licensable, revocable license to:
      • Access and view pages within the Service;
      • Use software, applications, or other components made available through the Service, only as provided within the Service;
      • Install, run, and use the Apps on a device you own or control (in executable, machine-readable, object-code form only).
  3. All rights granted to you under this Agreement are conditioned upon your compliance with these Terms in all material respects.
  4. 3. DEFINITIONS
    1. a. "Applicable Law" means all applicable laws and regulations, including any relating to workplace safety, anti-money laundering, anti-corruption, privacy, data protection, export control or transactions with foreign nationals.
    2. b. "Aggregate Data" means data that has been aggregated in a manner that does not reveal any personal information and cannot reasonably be used to identify Customer or End Users as the source of such data.
    3. c. "Agreement" (including, without limitation, the term "this Agreement") means, collectively, the Terms, any Policy, and other addenda which govern Customer's use of the Platform or Scribe4me Ai's provision of Service.
    4. d. "Credentials" means any user accounts, passwords and other authentication credentials associated with use of the Platform by Customer or End Users.
    5. e. "Customer Data" means all information, content, data and other materials that Customer and End Users submit, upload, email, transmit, process or otherwise make available through the Platform.
    6. f. "Customer Facilities" means Credentials, and any other account, hardware, platform, system or facility within Customer's custody or control.
    7. g. "Emergency Security Issue" means any: (i) use of the Platform by Customer or End Users that disrupts or is reasonably likely to disrupt the availability of the Platform to other users; or (ii) access to the Platform by any unauthorized third party through use of any Customer Facilities.
    8. h. "End Users" means Customer's employees and contractors who access and use the Platform pursuant to this Agreement.
    9. i. "Intellectual Property" means all rights associated with patents and inventions; copyrights, mask works and other works of authorship (including moral rights); trademarks, service marks, trade dress, trade names, logos and other source identifiers; trade secrets; software, databases and data; and all other intellectual property and industrial designs.
    10. j. "Platform" means Scribe4Me Ai's proprietary platform for accurate and efficient AI-Powered medical scribing services.
    11. k. "Policy" means any privacy or security policy and other guidelines instituted by Scribe4Me Ai or its licensors or service providers, as may be updated from time to time.
    12. l. "Suggestions" means any suggestions, comments, ideas, improvements or other feedback relating to the Platform that Customer or End Users elect to provide or make available to Scribe4Me Ai.
    13. m. "Support" means the maintenance and support services for the Platform to be provided by Scribe4Me Ai to Customer as specified in Schedule.
    4. CUSTOMER OBLIGATIONS
    1. a. Your Registration Obligations: You are required to register with Scribe4Me Ai in order to access and use the Service. You agree to provide and maintain true, accurate, current and complete information about yourself as prompted by the Service's registration form. Registration data and certain other information about you are governed by our Privacy Policy, which can be found at https://scribe4me.ai/Privacy-policy.html
    2. b. Account, Password, and Security: You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (i) immediately notify Scribe4Me Ai of any unauthorized use of your password or account or any other breach of security, and (ii) ensure that you exit from your account at the end of each session when accessing the Service. Scribe4Me Ai will not be liable for any loss or damage arising from your failure to comply with this Section.
    3. c. Restrictions. Except as expressly permitted under this Agreement, Customer shall not itself, nor shall it permit any other party to: (i) reproduce, modify, translate, adapt or create derivative works based upon the Platform; (ii) reverse engineer, decode, decompile, disassemble or otherwise attempt to access or derive the source code or architectural framework of the Platform; (iii) access the Platform for purposes of benchmarking or developing, marketing, selling or distributing any product or service that competes with or includes features substantially similar to the Platform; (iv) take any action that imposes an unreasonable or disproportionately heavy load on the Platform or its infrastructure or that negatively affects the ability of others to access or use the Platform; (v) rent, lease, lend, sell or sublicense the Platform or otherwise provide access to the Platform as part of a service bureau or similar fee-for-service purpose; or (vi) use the Platform in any way that does not comply with all Applicable Law.
    4. d. Content. You acknowledge and agree that all information, data, data records, databases, text, software, music, sounds, photographs, images, graphics, videos, messages, scripts, tags and other materials accessible through the Service, whether publicly posted or privately transmitted ("Content"), are the sole responsibility of the person from whom such Content originated. This means that you, and not Scribe4Me Ai, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available through the Service. You acknowledge and agree that by accessing or using the Service, Scribe4Me Ai may receive certain information about you and any other third parties included in Content, including personal information, and Scribe4Me Ai may collect, use, disclose, store and process such information in accordance with the Scribe4Me Ai Privacy Policy. You acknowledge and agree that Scribe4Me Ai has no obligation to pre-screen Content, although Scribe4Me Ai reserves the right in its sole discretion to pre-screen, refuse or remove any Content. Without limiting the generality of the foregoing sentence, the following are examples of the kind of content and/or use that is illegal or prohibited by Scribe4Me Ai and you agree not to use the Service to:
      1. i. Email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful racially, ethnically or otherwise objectionable; or (vi) in the sole judgment of Scribe4Me Ai, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose Scribe4Me Ai or its users to any harm or liability of any type;
      2. ii. Interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
      3. iii. Violate any applicable local, state, national or international law, or any regulations having the force of law;
      4. iv. Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
      5. v. Solicit personal information from anyone;
      6. vi. Harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
      7. vii. Advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
      8. viii. Further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or
      9. ix. Obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Service.
      10. x. Upload any non-public sensitive financial information or unrelated sensitive personal data except where expressly authorized by Scribe4Me Ai in writing. Protected Health Information (PHI) and sensitive medical information may be uploaded solely in accordance with the Section 4(j), applicable law.

      5. Scribe4Me Ai reserves the right to investigate and take appropriate legal action against anyone who, in Scribe4Me Ai's sole discretion, violates this provision, including without limitation, removing the offending content from the Service, suspending or terminating the account of such violators and reporting you to the law enforcement authorities.

    5. e. Technical Requirements. Customer and End Users shall be solely responsible for obtaining, configuring and maintaining any hardware, network connectivity and third-party software and services required to access or provide access to the Platform, including the Customer Facilities and any other computers, mobile devices, operating systems, web browsers and storage devices.
    6. f. Protection. Customer shall be solely responsible for protecting the confidentiality of Credentials and all activities undertaken using Customer Facilities. In the event that Customer becomes aware of any unauthorized access to or use of the Platform, Customer shall promptly give written notice to Scribe4Me Ai of such unauthorized access or use and make reasonable efforts to eliminate such unauthorized access or use. Customer shall at all times implement appropriate security policies and procedures and access control methodologies to safeguard access to and use of the Platform. All such measures shall comply with prevailing industry standards but in no case consist of less than reasonable care.
    7. g. Customer Back-Up. Customer acknowledges that Scribe4Me Ai may establish general practices and limits concerning use of the Platform, including without limitation the maximum period of time that Customer Data will be retained by the Platform and the maximum storage space that will be allotted on Scribe4Me Ai's servers on Customer's behalf. Customer shall be responsible for backing-up Customer Data.
    8. h. Compliance with Law. Customer shall be solely responsible for complying with Applicable Law relating to Customer's access to and use of the Platform and its collection, storage, processing and use of Customer Data.
    9. i. Policies. In addition to the terms and conditions of this Agreement, access to and use of the Platform shall comply with and be subject to any Policies.
    10. j. Customer Responsibilities (Healthcare & PHI): Customer agrees and acknowledges that it shall:
      • Obtain all required patient consents and authorizations necessary for the collection, use, and disclosure of Protected Health Information (PHI) in connection with the Service.
      • Ensure that all PHI and other data provided to Scribe4Me Ai is collected, used, and disclosed in compliance with applicable laws, including HIPAA.
      • Review, validate, and approve all AI-generated documentation prior to use in clinical decision-making or patient records.
      • Maintain the confidentiality and security of all access credentials and restrict access to authorized personnel only.
    5. FEES
    1. a. Fees. To use the Services, you will be required to make one or more payments and provide Scribe4Me Ai information regarding your credit card or other payment instrument. You represent and warrant to Scribe4Me Ai that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Scribe4Me Ai the amount that is specified in the Service in accordance with the terms therein and this Agreement. Prepayments shall be nonrefundable and may only be used for future services. Customer is responsible for any wire transfer fees. All fees specified herein are denominated in United States dollars unless otherwise specified.
    2. b. Invoicing. Scribe4Me Ai may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Scribe4Me Ai thirty (30) days after the mailing date of the invoice, or the Services may be suspended. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower. If you dispute any charges you must let Scribe4Me Ai know within thirty (30) days after the date that Scribe4Me Ai invoices you.
    3. c. Pricing. We reserve the right to change Scribe4Me Ai's prices at any time without notice. Scribe4Me Ai's pricing will be reflected on the Site. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount.
    4. d. Duplicative Uploads. Customer acknowledges and agrees that it shall be responsible for duplicative uploads of content or selecting the incorrect service type.
    5. e. Taxes. Any and all amounts payable hereunder by Customer are exclusive of any value-added, sales, use, excise or other similar taxes (collectively, " Taxes"). Customer shall be solely responsible for paying all applicable Taxes.
    6. INTELLECTUAL PROPERTY
    1. a. Responsibility for Data. Customer and End Users, and not Scribe4Me Ai, are solely responsible for all Customer Data and giving all required notices and obtaining all necessary consents (including all required permissions from Intellectual Property holders) before submitting Customer Data through or to the Platform. Customer and End Users shall not submit, upload, email, transmit or otherwise make available through the Platform any data not owned by Customer or End Users or for which Customer and End Users do not have all necessary authorization to submit, upload, email, transmit or otherwise make available through the Platform.
    2. b. Customer Ownership. Scribe4Me Ai acknowledges and agrees that, as between Customer and Scribe4Me Ai, Customer owns all rights, title and interest (including all Intellectual Property) in and to Customer Data and any AI medical scribing of such Customer Data. During the term of this Agreement, Customer hereby grants Scribe4Me Ai and its service providers a worldwide, royalty-free, non-exclusive license to use, reproduce, modify, adapt, create derivative works from, perform, display, distribute, make and have made Customer Data (including Aggregate Data) as necessary for Scribe4Me Ai to: (i) provide access to the Platform to Customer and End Users (including any maintenance, calibration, diagnostic and troubleshooting); and (ii) monitor the performance of the Platform.
    3. c. Scribe4Me Ai Ownership. Customer acknowledges and agrees that, as between Scribe4Me Ai and Customer, Scribe4Me Ai owns all right, title and interest (including all Intellectual Property) in and to the Platform and all improvements, enhancements or modifications thereto, including all data therein (except for Customer Data).
    4. d. Aggregate Data. Customer acknowledges and agrees that Scribe4Me Ai may collect or generate Aggregate Data in connection with providing Customer and End Users with access to the Platform, and Customer hereby grants Scribe4Me Ai and its service providers a perpetual, irrevocable, worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable license to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make and have made Aggregate Data for any lawful purpose.
    5. e. Suggestions. You acknowledge and agree that any Suggestions provided by you to Scribe4Me Ai are non-confidential, shall become the property of Scribe4Me Ai and Scribe4Me Ai will be entitled to the unrestricted use and dissemination of these Suggestions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
    6. f. Intellectual Property Notices. Customer shall not remove, obscure or modify in any way any copyright or trademark notices or other notices or disclaimers that appear within the Platform or any other materials made available by Scribe4Me Ai.
    7. g. Reservation of Rights. Each of the parties reserves all rights not expressly granted under this Agreement.
    8. h. Third-Party Software. Some components of the Platform may be provided with or have incorporated into them third-party software licensed under open source license agreements or other third-party license terms (" Third-Party Software"). Customer acknowledges and agrees that: (i) Scribe4Me Ai has no proprietary interest in any Third-Party Software; (ii) not with standing anything to the contrary, any Third-Party Software is provided "AS IS," with all faults, and neither the licensor of Third-Party Software nor Scribe4Me Ai shall be liable for any direct, indirect, incidental, special, punitive or consequential damages, or lost profits or cost of cover, relating to arising from Third-Party Software, including access to or use of Third-Party Software; and (iii) Third-Party Software may be subject to separate terms and conditions set forth in the respective license agreements relating to such software.
    7. TERM, SUSPENSION AND TERMINATION
    1. a. Term. The term of this Agreement will commence on the date you begin using the Service and will continue as long as you maintain a Scribe4Me Ai account, unless terminated by either party in accordance with the terms of this Agreement. Either party may terminate this agreement upon 30 days written notice to the other party.
    2. b. Suspension. Scribe4Me Ai reserves the right to suspend Customer or any End User's access to the Platform in the event of an Emergency Security Issue. Scribe4Me Ai will make commercially reasonable efforts to limit suspension to the minimum extent and duration necessary to eliminate the Emergency Security Issue. Scribe4Me Ai further reserves the right to suspend or revoke access to the Platform by any End User who violates this Agreement or any Policy.
    3. c. Termination for Cause. Notwithstanding anything to the contrary, this Agreement may be terminated as follows: (i) by the non-breaching party upon a material breach of this Agreement by the other party, which breach is not cured within thirty (30) days after receipt of written notice from the non-breaching party; or (ii) by either party in the event the other party becomes insolvent or bankrupt; becomes the subject of any proceedings under bankruptcy, insolvency or debtor's relief law; has a receiver or manager appointed; makes an assignment for the benefit of creditors; or takes the benefit of any Applicable Law in force for the winding up or liquidation of such party's business.
    4. d. Events Upon Termination. Upon expiration or termination of this Agreement for any reason: (i) all rights granted by the parties under this Agreement shall immediately terminate; and (ii) Customer shall immediately cease all use of the Platform made available under this Agreement. Upon expiration or termination of this Agreement each party shall immediately cease all use of the other party's Confidential Information (as defined in Section 10(a)) and upon written request, destroy all copies of such Confidential Information that are within its custody or control. Notwithstanding the termination of this Agreement for any reason, neither party will be relieved of any duty, obligation, debt, or liability that arose or accrued prior to the effective date of termination. Upon termination, Scribe4Me Ai shall have no obligation to refund any prepaid fees, and all amounts paid under this Agreement shall be non-refundable.
    5. e. Survival. Any provision that, by its terms, is intended to survive the expiration or termination of this Agreement shall survive such expiration or termination, including Sections: 5 (Fees); 6 (Intellectual Property); 7(d) (Events Upon Termination); 7(e) (Survival); 14 (Indemnification); 15(Disclaimers; no warranties; limitation of liability); 16 (Confidential Information); and 19 (Miscellaneous).
  1. 8. PERMITTED USES AND DISCLOSURES
  2. The Business Associate may use and disclose Protected Health Information (“PHI”) in accordance with Covered Entity instructions solely as necessary to perform services for or on behalf of the Covered Entity, as specified in the underlying service agreement, and as permitted or required by applicable law, including HIPAA.
  3. Without limiting the foregoing, the Business Associate may:
      • Use PHI to provide AI-assisted medical documentation, transcription and related healthcare support services.
      • Use PHI for proper management and administration of the Business Associate, provided that such disclosures are required by law or made to a third party under conditions that the PHI will remain confidential and used only as required by law.
      • Disclose PHI to subcontractors or agents engaged in providing services on behalf of the Covered Entity, subject to Section 11 and 12.
      • Use De-identified and anonymized data for AI model training, performance optimization, quality assurance, and accuracy enhancement purposes in accordance with HIPAA and applicable law.
  4. The Business Associate shall not:
      • Use or disclose PHI in any manner that would violate HIPAA if done by the Covered Entity.
      • Sell or use de-identified or anonymized health data for marketing, advertising, or promotional purposes without the Covered Entity’s explicit prior written authorization.
      • Use or disclose PHI beyond the “minimum necessary” standard.
  5. 9. SAFEGUARDS (ADMINISTRATIVE, PHYSICAL, TECHNICAL)
  6. The Business Associate shall implement and maintain appropriate safeguards to prevent unauthorized use or disclosure of PHI, in accordance with the HIPAA Security Rule.
  7. Administrative Safeguards
      • Conduct periodic risk assessments and implement risk management measures.
      • Maintain written information security policies and procedures.
      • Provide workforce training on HIPAA, privacy, and security obligations.
      • Enforce role-based access controls and least privilege principles.
      • Implement incident response and breach management processes.
  8. Physical Safeguards
      • Restrict physical access to systems and facilities containing PHI.
      • Implement device and media controls, including secure disposal and reuse procedures.
      • Protect equipment and infrastructure from unauthorized access, tampering, or theft.
  9. Technical Safeguards
      • Encrypt PHI in transit and at rest using industry-standard encryption protocols.
      • Implement strong authentication mechanisms, including multi-factor authentication (MFA).
      • Maintain audit logs and system activity monitoring.
      • Ensure secure system access controls, including automatic session timeouts.
      • Utilize secure cloud infrastructure compliant with recognized security frameworks.
  10. 10. BREACH NOTIFICATION
  11. The Business Associate shall report to the Covered Entity any use or disclosure of PHI not permitted under this Agreement, including any Security Incident or Breach of Unsecured PHI.
      • Notification shall be made without unreasonable delay, and in no event later than sixty (60) days from the date of discovery of the breach.
      • Where feasible, the Business Associate shall endeavor to notify within seventy-two (72) hours (non-binding best effort target) of discovery to align with industry best practices.
  12. Suchs notification shall include, to the extent known:
      • A description of the nature of the breach, including the categories of PHI involved
      • The identification of affected individuals (if available)
      • The date of the breach and date of discovery
      • A description of corrective actions taken or planned
      • Measures implemented to mitigate harm and prevent future occurrences
    1. The Business Associate shall cooperate fully with the Covered Entity in investigating, mitigating, and complying with any regulatory reporting obligations.
  13. 11. SUBCONTRACTOR FLOW-DOWN OBLIGATIONS
  14. The Business Associate shall ensure that any subcontractor, agent, or third party that creates, receives, maintains, or transmits PHI on behalf of the Business Associate agrees in writing to the same restrictions, conditions, and requirements that apply to the Business Associate under this Agreement.
  15. Specifically, the Business Associate shall:
      • Execute a written Business Associate Agreement with each such subcontractor.
      • Require subcontractors to implement appropriate administrative, physical, and technical safeguards in compliance with HIPAA.
      • Ensure subcontractors comply with breach notification obligations consistent with this Agreement.
      • Remain fully responsible and liable for the acts and omissions of its subcontractors with respect to PHI.
  16. 12. SUBPROCESSORS
  17. The Business Associate may engage Subprocessors (AI models, cloud providers), to support the delivery of the Services. The Business Associate shall ensure that all Subprocessors:
      • Are bound by written agreements imposing data protection, confidentiality, and security obligations that are no less stringent than those set forth in this Agreement.
      • Implement appropriate administrative, physical, and technical safeguards to protect Protected Health Information (PHI) in accordance with HIPAA.
      • Enter into HIPAA-compliant Business Associate Agreements (BAAs) where required.
      • Access, use, and disclose PHI only as necessary to perform services on behalf of the Business Associate and in accordance with the terms of this Agreement.
  18. The Business Associate shall remain fully responsible and liable for the acts and omissions of its Subprocessors to the same extent as if such acts or omissions were performed by the Business Associate.
  19. 13. PHI RETENTION AND DESTRUCTION TERMS
  20. The Business Associate shall:
      • Securely destroy all PHI received from, or created or maintained on behalf of, the Covered Entity within seven days(7days) by default, unless otherwise required by applicable law
      • Ensure that no copies of PHI are retained in active systems except where retention is required including but not limited to backup systems, security logs, legal hold, or regulatory obligations.
      • If the covered entity does not want Scribe4Me Ai to store any PHI, They can disable PHI storage through the application's Privacy Settings available in their login console.
  21. 14. INDEMNIFICATION
    1. You shall indemnify, defend, and hold harmless Scribe4Me Ai, its affiliates, and their respective shareholders, members, officers, directors, employees, agents, licensors, contractors, and representatives (collectively, the “Scribe4Me Ai indemnitees”) from and against any and all third-party claims, actions, proceedings, damages, liabilities, losses, penalties, costs, and expenses, including reasonable attorneys’ fees and legal expenses (collectively, “losses”), arising out of or relating to: (i) your or your authorized users’ breach of this agreement, including any breach of representations, warranties, obligations, or applicable law; (ii) any misuse, unauthorized use, or unlawful use of the platform, services, output, or content; (iii) your or your authorized users’ negligence, gross negligence, willful misconduct, fraud, misrepresentation, or violation of applicable law or third-party rights; (iv) any actual or alleged infringement, misappropriation, or violation of any copyright, trademark, confidentiality, privacy, proprietary, or other third-party rights arising from your data, prompts, content, instructions, or use of the services; or (v) your or your authorized users’ reliance upon or use of any output generated through the platform without independent review, validation, or professional judgment.
    2. The foregoing obligations are subject to Scribe4Me Ai: (a) promptly providing written notice of the applicable claim, provided that any delay shall not relieve you of your obligations except to the extent materially prejudiced thereby; (b) reasonably cooperating with you, at your expense, in the defense and settlement of the claim; and (c) granting you sole control over the defense and settlement of the claim, provided that you shall not settle any claim in a manner that admits fault by, imposes liability upon, or creates obligations for any Scribe4Me Ai indemnitee without Scribe4Me Ai’s prior written consent. Scribe4Me Ai shall additionally have the right to participate in the defense of any claim with counsel of its own choosing at its own expense.
  23. 15. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
    1. The output provided through the platform may assist you and your authorized users in making informed business decisions; however, it is not a replacement for professional legal or business advice, nor does it override the independent judgment of any party relying upon it. Any decisions made based on the output are made solely at the discretion and risk of the individual or organization making them.
    2. The platform, content, and services are offered strictly on an "as is" and "as available" basis. Scribe4Me Ai and its suppliers provide no warranties of any nature, whether express, implied, or statutory. This includes, without limitation, any warranties relating to merchantability, fitness for a specific purpose, non-infringement, accuracy, completeness, availability, timeliness, or continuous and error-free operation. Any warranties that might arise from prior dealings, performance history, or industry practice are equally disclaimed. Where the full disclaimer of implied warranties is not permitted under applicable law, such warranties shall be limited to the narrowest scope and shortest duration allowed.
    3. The platform, it’s content, and any output generated are not designed or intended to diagnose, treat, cure, or prevent any illness or medical condition. You and your authorized users assume full and sole responsibility for any medical conclusions drawn or treatment decisions made in connection with output produced by the platform. Nothing within the platform should be construed as a substitute for qualified medical advice, professional diagnosis, or clinical treatment. Scribe4Me Ai offers no guarantee regarding the performance, reliability, or suitability of the platform or its output for any particular purpose, and shall bear no responsibility for any harm, injury, or loss arising from the use of or reliance upon the platform or its output. Use of the platform, its output, or any related component is undertaken entirely at the user's own risk.
    4. Furthermore, Scribe4Me Ai makes no representations and accepts no liability regarding: (a) the accuracy, reliability, completeness, or currency of the platform or anything it produces; or (b) any outcome, result, or action taken by you based on the platform or its output. The platform and its output are provided as a convenience only and do not remove the responsibility of users to independently verify and assess the accuracy and completeness of any output generated.
    5. Regarding any claims arising under contract, warranty, or tort law: (i) Scribe4Me Ai shall not be liable for indirect, incidental, or consequential damages, including but not limited to lost profits, data loss, or business disruption resulting from the use of or inability to access the platform, content, output, or associated services, even where Scribe4Me Ai has been made aware of the potential for such damages; and (ii) any direct damages recoverable by you or your authorized users in connection with the platform, content, output, or related services shall not exceed the greater of one hundred U.S. Dollars ($100) or the total fees paid by you to Scribe4Me AI during the three (3) month period immediately before the occurrence of the relevant claim.
  25. 16. CONFIDENTIAL INFORMATION
    1. a. Definition. "Confidential Information" means all business or technical information of a party whether it is received, accessed or viewed by the recipient, whether prior to or after the execution of this Agreement, in writing, visually, electronically or orally. Confidential Information shall include, without limitation, pricing information, custom service offerings, technical information, marketing and business plans, databases, specifications, formulations, tooling, prototypes, sketches, models, drawings, specifications, procurement requirements, engineering information, product samples, computer software (source and object codes), forecasts, identity or details about actual or potential customers or projects, clinical trials, techniques, inventions, discoveries, know-how and trade secrets, and any other information that could reasonably be considered as confidential information. Confidential Information also includes all such business or technical information of any third party that is in the possession of a party subject to the exceptions set forth in this Section. Confidential Information does not include information that:
      1. i. Was available to recipient prior to disclosure of such information to the recipient and free of any confidentiality obligation in favor of the disclosing party and known to the recipient at the time of disclosure;
      2. ii. Is made available to the recipient from a third party not known by the recipient at the time of such availability to be subject to a confidentiality obligation in favor of the disclosing party;
      3. iii. Is made available to third parties by the disclosing party without restriction on the disclosure of such information;
      4. iv. Is or becomes available to the public other than as a result of disclosure by the recipient prohibited by this Agreement; or
      5. v. Is developed independently by a party or its directors, officers, members, partners, employees, consultants, contractors, agents, representatives or affiliated entities (collectively, "Associated Persons").
    2. b. Non-Disclosure. The recipient will keep secret and will not disclose to anyone any of the Confidential Information, other than furnishing the Confidential Information to Associated Persons; provided that such Associated Persons are bound by agreements respecting confidential information. The recipient will use reasonable care and adequate measures to protect the security of the Confidential Information and to attempt to prevent any Confidential Information from being disclosed or otherwise made available to unauthorized persons or used in violation of the foregoing.
    3. Notwithstanding anything to the contrary herein, a recipient is free to make, and this Agreement does not restrict, disclosure of any Confidential Information in a judicial, legislative or administrative investigation or proceeding or to a government or other regulatory agency; provided that, if permitted by law, the recipient provides to the disclosing party prior notice of the intended disclosure and permits the disclosing party to intervene therein to protect its interests in the Confidential Information, and cooperate and assist the disclosing party in seeking to obtain such protection.
    4. c. Data Security Scribe4Me Ai will use commercially reasonable efforts to maintain security in accordance with Exhibit B: Security.
    5. d. Publicity Customer agrees that Scribe4Me Ai may use Customer's name and trademarks in Scribe4Me Ai's marketing materials and website; however, Scribe4Me Ai will not use Customer's name or trademarks in any other publicity (e.g., press releases, customer references and case studies), without first obtaining approval in writing.
  27. 17. OFFSHORE ACCESS TO PHI (CROSS-BORDER DATA ACCESS DISCLOSURE)
  29. The Covered Entity acknowledges and agrees that, in the course of providing services, the Business Associate may permit limited access to Protected Health Information (“PHI”) by authorized workforce members or subcontractors located outside the United States, limited to India.
  30. Such offshore access shall be subject to the following controls:
    1. Restricted and Role-Based Access: Access to PHI shall be strictly limited to authorized personnel based on defined job roles and the minimum necessary standard.
    2. Auditing and Monitoring: All access to PHI from offshore locations shall be logged, monitored, and subject to periodic audit to detect and prevent unauthorized use or disclosure.
    3. Security Safeguards: Offshore access shall be governed by the same administrative, physical, and technical safeguards required under this Agreement and in compliance with HIPAA.
    4. Confidentiality Obligations: All offshore personnel shall be bound by written confidentiality agreements and HIPAA-compliant obligations.
    5. Transparency and Compliance
    6. The Business Associate affirms that all cross-border access to PHI is conducted in a controlled, minimum PHI necessary, secure, and compliant manner and is disclosed herein in accordance with HIPAA transparency and contractual requirements.
  31. 18. CLINICAL SAFETY AND INTENDED USE OF THE SERVICE
      • The Service, including Scribe4Me Ai, is intended solely as a documentation support tool designed to assist with medical transcription, clinical documentation, and workflow efficiency
      • The Service does not provide medical advice, diagnosis, or treatment recommendations and is not intended to function as a medical device or clinical decision support system.
      • All outputs generated by the Service are for documentation and informational purposes only and must be independently reviewed, validated, and approved by a qualified healthcare professional prior to use in patient care.
      • The Covered Entity and its workforce retain sole responsibility for all clinical decisions, patient care, and compliance with applicable medical standards and regulations.
  33. 19. MISCELLANEOUS
    1. a. Independent Contractors. The relationship between Scribe4Me Ai and Customer established by this Agreement is solely that of independent contractors. Neither party is in any way the partner or agent of the other, nor is either party authorized or empowered to create or assume any obligation of any kind, implied or expressed, on behalf of the other party, without the express prior written consent of such other party.
    2. b. Insurance. Scribe4Me Ai shall, during the term of this Agreement, maintain in force the insurance coverage at its own cost and expense.
    3. c. Notices. Customer routine communications to Scribe4Me Ai regarding the Platform or services should be sent to Customer's account team using the customer portal. To give a notice regarding termination of the Agreement for breach, indemnification, or other legal matter, Customer shall send it by electronic mail and overnight postal service to: [email protected] Attn: General Counsel PO Box 352647 , Toledo,Ohio, 43635.
    4. Scribe4Me Ai's routine communications regarding the Platform or services and legal notices shall be posted on the customer portal or sent by email or post to the individual(s) Customer designates as contact(s) on Customer's account. Notices are deemed received as of the time posted or delivered, or if that time does not fall within a business day, as of the beginning of the first business day following the time posted or delivered. For purposes of counting days for notice periods, the business day on which the notice is deemed received counts as the first day. Notices shall be given in the English language.
    5. d. Assignment. Customer may not assign this Agreement, or sublicense, assign or delegate any right or obligation hereunder, by operation of law or otherwise without the prior written consent of Scribe4Me Ai. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns
    6. e. Interpretation. For the purposes of this Agreement: (i) the words "such as," "include," "includes" and "including" shall be deemed to be followed by the words "without limitation;" (ii) the word "or" is not exclusive; and (iii) the words "herein," "hereof," "hereby," "hereto" and "hereunder" refer to this Agreement as a whole. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.
    7. f. Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and supersedes all previous or contemporaneous oral or written negotiations or agreements with respect to such subject matter. In the event of any conflict between this Agreement and any Policy, the terms and conditions of this Agreement shall take precedence.
    8. g. Amendment. This Agreement in effect as of the date you purchase a Service shall govern your use of that Service. Scribe4Me Ai shall have the unilateral right to update this Agreement at any time without notice to you, and any such updated Agreement will govern your use of the Service at or subsequent to any such update of this Agreement by Scribe4Me Ai.
    9. h. Severability. If any provision of this Agreement shall be held to be invalid or unenforceable under Applicable Law, then such provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, without in any way affecting the remaining parts of this Agreement.
    10. i. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the United States of America and the State of Ohio, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.
    11. j. Arbitration. The parties agree that any action, proceeding, controversy or claim between them arising out of or relating to this Agreement (collectively, an "Action") shall be submitted to binding arbitration in Toledo, Ohio, United States of America. The arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association in effect at the time the dispute or claim arose. The arbitration shall be conducted by one arbitrator from AAA or a comparable arbitration service. The arbitrator shall issue a reasoned award with findings of fact and conclusions of law. Either party may bring an action in any court of competent jurisdiction to compel arbitration under the Agreement, or to enforce an arbitration award. Neither party nor an arbitrator may disclose the existence, content, or results of any arbitration under the Agreement without the prior written consent of both parties. Either party shall be permitted to appeal the final award under the AAA's Optional Appellate Arbitration Rules in effect at the time the dispute or claim arose. Grounds for vacating the award shall include, in addition to those enumerated under the Federal Arbitration Act, 9 U.S.C. $1, et seq, that the arbitrator committed errors of law that are material and prejudicial. The appeal shall be determined upon the written documents submitted by the parties, with no oral argument. After the appellate rights described in this Section have been exercised or waived, the parties shall have no further right to challenge the award. Notwithstanding anything to the contrary, Customer and Scribe4Me Ai may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction to protect such party's intellectual property rights, whether in aid of, pending or independently of the resolution of any dispute pursuant to the arbitration procedures set forth in this Section 19(j).
    12. k. Class and Collective Action Waivers. Customer and Scribe4Me Ai mutually agree that by entering into this Agreement and agreeing to the arbitration provisions set forth herein, both waive their right to have any dispute or claim brought, heard or arbitrated as a class action and/or collective action, and an arbitrator will not have any authority to hear or arbitrate any class and/or collective ("Class Action Waiver"). Notwithstanding any other clause contained in the arbitration provision set forth in Section 19(j) or the AAA rules, any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The Class Action Waiver will be severable from the arbitration agreement in this Agreement in any case in which (1) the dispute is filed as a class and/or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is invalid, unenforceable, unconscionable, void or voidable. In such case, the class and/or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.
    13. l. No Waiver. The failure of either party to require strict performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter, nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. Any waiver of the provisions of this Agreement, or of any breach or default hereunder, must be set forth in a written instrument signed by the party against which such waiver is to be enforced.
    14. m. Force Majeure. Neither party shall be liable for any failure to perform under this Agreement to the extent due to any act of God, fire, casualty, flood, war, strike, lock out, failure of public utilities, injunction or any act, exercise, assertion or requirement of any governmental authority, epidemic, destruction of production facilities, insurrection or any other cause beyond the reasonable control of the party invoking this provision.
    15. n. California Notices. Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at scribe4me.ai PO Box 352647 Toledo, Ohio 43635 Tel. (419)318-4471. Scribe4Me Ai will not provide Customer with any services or other consideration in exchange for Customer personal information, or otherwise engage in activities that qualifies as "selling" under the California Consumer Privacy Act ("CCPA") or other applicable law (hereinafter "selling"). Scribe4Me Ai will not sell any Customer personal information and agrees to refrain from any use or transfers of Customer personal information (including to or from a subprocessor or other third party) that qualifies as selling. Except as necessary to provide services to Customer: (i) Scribe4Me Ai will not collect, share or use any Customer personal information; and (ii) shall not have, derive or exercise any rights or benefits from Customer personal information. As applicable to the services provided, Scribe4Me Ai shall implement reasonable security measures as appropriate under applicable laws and reasonably assist Customer with any request received from an individual under the CCPA or other applicable law.
      35. Exhibit A: MAINTENANCE AND SUPPORT
      GENERAL
    1. a. Contact. Customer may contact Scribe4Me Ai via [email protected] or by calling (419)318-4471. For billing inquiries, please email [email protected].
    2. b. Hours. Scribe4Me Ai shall provide maintenance and support during normal business hours, Monday through Friday, from 9:00 a.m. to 5:00 p.m. EST (excluding U.S. federal holidays).
      UPTIME
      1. i. Percentage. Scribe4Me Ai will use commercially reasonable efforts to minimize downtime of the Platform and to ensure a Monthly Availability Percentage of 99.5%, except as set forth below. The Monthly Availability Percentage is calculated on an aggregate Monthly basis as follows: Monthly Availability Percentage = (total minutes in the month - total number of minutes that the Platform is inoperable in that month) / total minutes in the month.
      2. ii. Exclusions. The Monthly Availability Percentage excludes (1) periods of scheduled maintenance; (2) issues caused by factors outside of Scribe4Me Ai's reasonable control; (3) issues resulting from Customer's actions or inactions, or the actions or inactions of a third party; or (4) issues that result from Customer's equipment or third party equipment.
      Exhibit B: SECURITY
      1. 1. Basic Security Requirements. Scribe4Me Ai will, consistent with current best industry standards and such other requirements specified by Customer based on the classification and sensitivity of Customer Information, maintain physical, administrative and technical safeguards and other security measures to:
      2. a. Maintain the security and confidentiality of Customer Information accessed, collected, used, stored or transmitted by Scribe4Me Ai, and
      3. b. To protect that information from known or reasonably anticipated threats or hazards to its security and integrity, accidental loss, alteration, disclosure and all other unlawful forms of processing.
      4. 2. Security Controls.Scribe4Me Ai will comply with the following requirements:
      5. a. Firewall. Scribe4Me Ai will install and maintain a working network firewall to protect data accessible via the Internet and will keep all Customer Information protected by the firewall at all times.
      6. b. Updates. Scribe4Me Ai will keep its systems and software up-to-date with the latest upgrades, updates, bug fixes, new versions and other modifications necessary to help maintain the security of the Customer Information.
      7. c. Anti-malware. Scribe4Me Ai will at all times use anti-malware software and will keep the anti-malware software up to date. Scribe4Me Ai will mitigate threats from all viruses, spyware, and other malicious code that are or should reasonably have been detected.
      8. d. Encryption. Scribe4Me Ai will encrypt data at rest and data sent across open networks in accordance with industry best practices.
      9. e. Testing. Scribe4Me Ai will regularly test its security systems and processes to ensure they meet the requirements of this Security Policy.
      10. f. Access Controls. Scribe4Me Ai will secure Customer Information, including by complying with the following requirements:
      11. i. Scribe4Me Ai will restrict access to Customer Information to only those people with a "need-to-know" for a Permitted Purpose.
      12. ii. Scribe4Me Ai will not use manufacturer-supplied defaults for system passwords and other security parameters on any operating systems, software or other systems. Scribe4Me Ai will mandate and ensure the use of system-enforced "strong passwords" in accordance with the best practices (described below) on all systems hosting, processing, or that have or control access to, Customer Information and will require that all passwords and access credentials are kept confidential and not shared among personnel.
      13. iii. Scribe4Me Ai will regularly review access logs for signs of malicious behavior or unauthorized access
      14. iv. Scribe4Me Ai is built using a hybrid architecture. We combine advanced large language models from leading providers with our own proprietary layers for medical context, workflow orchestration, and data handling. This allows us to deliver high accuracy and continuous improvements while maintaining strict control over healthcare-specific use cases, privacy, and integrations.
      15. v. Scribe4Me Ai is designed with U.S. healthcare compliance requirements in mind. All scribe data and generated responses are handled in accordance with applicable regulations such as HIPAA. We implement industry-standard safeguards including data encryption (in transit and at rest), access controls, audit logging, and secure data storage practices. Additionally, we ensure that any third-party infrastructure we work with meets strict compliance and security standards, including Business Associate Agreements (BAAs) where required. We also align our data handling practices with your organization’s policies, including retention, access, and deletion controls.
      16. vi. Scribe4Me Ai stores all data within secure cloud infrastructure located in the United States. However, as part of our hybrid service model, trained scribe professionals may securely access and review documentation from outside the U.S. (e.g., India) to perform quality checks and edits. This access is conducted under strict security controls, including role-based access, audit logging, and confidentiality agreements. We ensure that all such processes follow HIPAA-aligned safeguards, and appropriate contractual and operational controls are in place to protect patient data at all times.
      17. g. Network Security Policy. Scribe4Me Ai will maintain and enforce an information and network security policy for employees, subcontractors, agents, and Scribe4Me Ais that meets the standards set out in this policy, including methods to detect and log policy violations.
      18. h. Subcontracts. Scribe4Me Ai will remain responsible for the full performance of its obligations under this Security Policy. The terms and conditions of this Security Policy will be binding upon Scribe4Me Ai's Subcontractors and Personnel. Scribe4Me Ai (a) will ensure that its Subcontractors and Personnel comply with this Security Policy, and (b) will be responsible for all acts, omissions, negligence and misconduct of its Subcontractors and Personnel.
      19. i. Remote Access. Scribe4Me Ai will ensure that any access from outside protected corporate or production environments to systems holding Customer Information or Scribe4Me Ai's corporate or development workstation networks requires multi-factor authentication (e.g., requires at least two separate factors for identifying users).
      20. j. "In Bulk" Access. Except where expressly authorized by Customer in writing, Scribe4Me Ai will not access, and will not permit access to, Customer Information "in bulk" whether the Customer Information is in an Customer- or Scribe4Me Ai-controlled database or stored in any other method, including storage in file-based archives (e.g., flat files), etc. For purposes of this section, "in bulk" access means accessing data by means of database query, report generation or any other mass transfer of data. Specifically, this section prohibits any access to Customer Information except for access to individual records as needed for the Permitted Purpose. In the event that Customer provides written authorization for access to Customer Information "in bulk", Scribe4Me Ai will (1) limit such access only to specified employees with the "need to know", and (2) use tools that limit access and require explicit authorization and logging of all access.
      21. Notwithstanding anything contained in this Exhibit B or elsewhere in this Agreement, Customer acknowledges and agrees that no system, network, software, platform, or security measure is completely secure or immune from vulnerabilities, cyberattacks, unauthorized access, service interruptions, or other security incidents. While Scribe4Me Ai implements commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Information and Protected Health Information (“PHI”), Scribe4Me Ai does not guarantee or warrant that the Platform or Services will be completely secure, error-free, uninterrupted, or invulnerable to all security threats, and all such Services remain subject to the disclaimers and limitations of liability set forth in Section 15 of this Agreement.
    1. 3. SECURITY INCIDENTS
        • Scribe4Me Ai will inform Customer without unreasonable delay, and no later than 60 days(as per HIPAA), with best efforts to notify within 72 hours(non-binding best effort target) of detecting any actual or suspected unauthorized access, collection, acquisition, use, transmission, disclosure, corruption or loss of Customer Information, or breach of any environment (i) containing Customer Information, or (ii) managed by Scribe4Me Ai with controls substantially similar to those protecting Customer Information (each, a " Security Incident").
        • Scribe4Me Ai will remedy each Security Incident in a timely manner and provide Customer written details regarding Scribe4Me Ai's internal investigation regarding each Security Incident. Scribe4Me Ai agrees not to notify any regulatory authority, nor any customer, on behalf of Customer unless Customer specifically requests in writing that Scribe4Me Ai do so and Customer reserves the right to review and approve the form and content of any notification before it is provided to any party. Scribe4Me Ai will cooperate and work together with Customer to formulate and execute a plan to rectify all confirmed Security Incidents.