Zone Scribe User Licence

BACKGROUND

Zone Scribe is a transcription tool developed and powered by Actualised Living Limited which Actualised Living wishes to licence to consumers and small businesses (either directly or through Zone Scribe Limited).

The Zone Scribe transcription tool is a software application that uses artificial intelligence to assist users in creating, organising, and managing written content. The service enables users to generate summaries, notes, documents, transcripts, and other text outputs based on information provided by the user, including typed input, uploaded documents, and recorded or uploaded audio. It can set actions and populate standard or client created templates.

Registration and Account

To purchase a licence to use Zone Scribe or take up a free trial, you must register and create an Account following the website prompts.
By registering with us and creating an account you confirm that you have the power and authority to enter into, be bound by this licence.
If you are registering and creating an account under the instruction or authority of an employer or client, you are agreeing on their behalf that they will abide by these terms.
As part of the registration and account activation process:
- you will need to provide us with information, including personal information about you, which we collect to enable our business to operate efficiently and effectively and that Zone Scribe remains safe and secure for users.
- you will choose your username and password. You are responsible for keeping your username and password secure and are responsible for all use and activity carried out through your Account on Zone Scribe.
- If you are acting under the instruction of a Data Controller, you must ensure that your use of Zone Scribe aligns with the data protection policies and agreements of that Data Controller.
- You will be asked to provide details of your payment card.
Please see our Privacy Policy for more detailed information about how we use your personal and business information

Term

The licence commences on registration and can be terminated by either of us in accordance with these Terms.

Zone Scribe Service

Subject to an event of Force Majeure, Zone Scribe aims to be accessible 99.5% of the time.
Maintenance will be planned and whilst none are anticipated you will be notified of any possible access restrictions during planned maintenance.

Fees and payments

In registering and creating your account you will be asked to subscribe for your chosen Tier of licence.
Fees are charged monthly in British pounds to your registered payment card and based on your chosen Tier or plan.
Fees (including any required taxes) are payable monthly in advance.
Non-payment of the Fees after the expiry of any free trial access means we will terminate access to your Account and you will no longer be able to use Zone Scribe.
Zone Scribe may terminate your licence where you have not paid the relevant subscription fees, or where it is determined that your use of Zone Scribe violates the data protection agreements or policies of any Data Controller under whose instruction you are acting.
We reserve the right to increase our fees from time to time and will give you at least one month's notice of any increase.
Your subscription will automatically renew at the end of each month, unless you cancel your subscription hand. The cancellation will take effect at 00.01 hours on the day after the last day of the then-current month.
If you use all of your access within the month you can change Tier for the appropriate fee to procure additional features.
The fee is for an entire month, Zone Scribe does not provide refunds or credits for any partial usage during any month.

Licence

On registration:
- We grant you a limited, non-exclusive, non-transferable licence to access and use Zone Scribe and your material siting within your Account (including but not limited to transcriptions and uploaded material) which we call Zone Scribe Content commensurate with the description of your chosen Tier, made available to you during the Term of this agreement solely for your personal, internal business, organisational, or professional purposes, to generate, create, organise, or manage written or audio-derived content for legitimate administrative, operational, clinical, managerial, educational, or other lawful activities relevant to your personal requirements or organisation or role.
- You grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable licence and authority:
  - to use the material you provide or otherwise make available for the purpose of facilitating your use of the functionality available to you as a Zone Scribe licensee; and
  - to use your feedback for its business purposes to facilitate improvements derived 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.
Except as expressly permitted by us, you must not:
- modify, copy, distribute, transmit, display, perform, reproduce, publish, license, commercially exploit, create derivative works from, transfer or sell any Zone Scribe functionality;
- resell, sub-license, or otherwise provide access to Zone Scribe to any third party except as permitted by your Account;
- use Zone Scribe for any purpose that is unlawful, misleading, or infringes the rights of any person.

Third Party Functionality/Processing

Zone Scribe licences certain components and content from third parties delivering third party functionality integral to your use of Zone Scribe.
Zone Scribe uses third-party speech-to-text and AI service providers to deliver transcription and generated outputs. For Free, Basic and Plus plans, transcription may be processed using Groq (including Whisper models). For Pro and Enterprise plans, transcription may be processed using Speechmatics. These providers process your inputs (including audio and text) solely to provide the services.
Some third party functionality (including integrations, connectors, web-enabled features, and browser extensions where available) may involve you instructing Zone Scribe to send selected content to third-party services, websites or applications, and to receive content back. You are responsible for ensuring you have the rights and permissions to share that content and for complying with the third party's terms.
Our use of service providers may change from time to time; our Privacy Policy describes our current providers and processing locations.

Updated functionality

We reserve the right to update Zone Scribe and add to its functionality.
We will provide 30 days notice of any new and updated functionality which may be subject to both updated terms of use and/or an increase in fees.
Continued use of Zone Scribe following the expiration of the notice period referred to above and implementation of the update shall be deemed acceptance of the new updated terms.

Data Sharing and Processing

Each party must, in the performance of these Terms, comply with all applicable privacy laws in respect of any personal information, including without limitation the General Data Protection Regulation (GDPR) in the European Union and any other relevant jurisdictional privacy laws.
You warrant and represent that you hold all necessary authorisations and consents required under such applicable privacy laws to disclose to us, and to permit us to use for the purposes outlined in our privacy Policy and process, any personal information you provide to us.
You warrant and represent that you have the requisite authorisations and consents to process data/content using Zone Scribe and that such processing is in accordance with all relevant data sharing/processing/policies/laws and regulations in place that may impact the relevant data.
By registering and creating an account, you consent to the personal data and content which you have shared whilst using Zone Scribe being processed in the UK/EEA and in other countries where our service providers (including Groq and Speechmatics) operate, as described in our Privacy Policy.

Personal Information Collection Notice

By providing your personal information to us, and by your access to and use of Zone Scribe and Zone Scribe Content you consent to the collection, use, storage, and disclosure of that information as set out in this Licence and our Privacy Policy.
We collect, store, use and disclose personal information about you in order to provide you with access to and use of Zone Scribe and Zone Scribe Content.
If you do not/are unable to provide requested information, we will not be able to provide you with access to and use of Zone Scribe.
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 here or contact us at support@zonescribe.ai

Your Obligations

You warrant and represent to us that you will:
- comply with all applicable laws and professional obligations whilst accessing and using Zone Scribe;
- obtain consent from any person whose personal and or sensitive information is shared using Zone Scribe;
- cooperate and comply with all reasonable directions of Zone Scribe in relation to your use of Zone Scribe;
- notify Zone Scribe immediately if you become aware of:
  - any actual or potential defect in Zone Scribe, its safety, quality, efficacy performance or presentation;
  - any complaint reported by any other person in connection with Zone Scribe;
  - any problem or incident associated with Zone Scribe that has caused, or could cause, harm to people.
Except as otherwise permitted under these Terms, you must not:
- distribute, sub license or otherwise transfer all or any part of Zone Scribe to any other person;
- grant any security interest over Zone Scribe;
- attempt to disassemble, decompile or otherwise reverse engineer the tool,;
- alter, customise, modify, or create derivative works of Zone Scribe;
- expose Zone Scribe, or any data to reasonably avoidable cyber risks;
- remove, obliterate or alter any proprietary notice on Zone Scribe;
- supply inaccurate or illegal data to Zone Scribe or any other person through Zone Scribe;
- do any act that would have an adverse impact on the reputation or standing of Zone Scribe or Actualised Living; or
- do any act that is unlawful or is prohibited by any applicable laws.
You are solely responsible for ensuring that your information technology and other systems are functionally interoperable with Zone Scribe.
You agree that you will maintain accurate and complete records and documents related to your interaction with and use of Zone Scribe, including as required by law.

Linked sites and resources

The website may contain links to websites 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 those contained in this Licence, so you should read them before using Third Party Resources.

Intellectual Property

Unless otherwise indicated, Actualised Living Limited owns or licenses from third parties all rights, title, and interest (including copyright, designs, patents, trademarks and other intellectual property rights) in the tool Zone Scribe and any material (including all text, graphics, logos, audio and software) made available to you through Zone Scribe.

Proprietary and Confidential information

You must not disclose any information of a confidential or proprietary nature communicated by us, or otherwise learnt, accessed or generated by you as a result of accessing or using Zone Scribe, (Confidential Information) except:
- to your employees or agents 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).
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, being at least equal to the steps you take to protect your own proprietary and/or confidential information.
You must promptly notify us of any actual or suspected breach of confidentiality in relation to Zone Scribe or your access to or use of Zone Scribe and Zone Scribe Content.

Human Oversight and Responsibility

The ambient AI functionality within Zone Scribe is not intended to function as an autonomous decision-maker/making system or have any other autonomous decision making capability. The AI functionality provides generated text, summaries, or recommendations solely to support human users.
By using Zone Scribe, you acknowledge and agree that:
- Zone Scribe outputs are assistive and do not constitute advice or justifiable opinions
- responsibility for all operational or administrative decisions actions or outputs rests exclusively with the human user who is responsible for verifying the accuracy, completeness, and appropriateness of all Zone Scribe generated information prior to inclusion in any record, communication, intervention or other implementation or similar plan .
- Zone Scribe accepts no liability for any professional, operational, or administrative decision made solely on the basis of generated Zone Scribe content without appropriate human oversight.

Zone Scribe Pro and Enterprise

Zone Scribe Pro and Enterprise is registered as a Class I medical device with the UK Medicines and Healthcare products Regulatory Agency (MHRA). It is designed as a digital dictation, transcription and documentation support tool to assist registered medical practitioners in creating clinical notes.
You warrant and represent to us that:
- you will only use Zone Scribe and Zone Scribe Content for the purposes of supporting administrative processes;
- only a qualified medical professional will make/take professional and medical decisions in relation to a patient's diagnosis, advice, or treatment.
If you are a qualified medical professional operating within the United Kingdom and using Zone Scribe you warrant and represent that your use of Zone Scribe will be consistent with applicable MHRA, DTAC, standards governing human oversight in medical device and medical data management contexts.
If you are a qualified medical professional operating in a jurisdiction other than the UK and using Zone Scribe you warrant and represent that your use of Zone Scribe will be consistent with applicable standards governing human oversight in medical device and medical data management contexts.
You further agree and acknowledge that Zone Scribe and Zone Scribe Content do not and can not:
- constitute professional medical or healthcare advice, diagnosis or recommendation of treatment, or to replace professional medical advice;
- directly assess, maintain or improve the physical, mental or emotional health of a patient; or
- directly diagnose or treat a patient's illness or disability.
You will not represent frame or suggest that:
- Zone Scribe or any Zone Scribe Content constitutes professional medical or healthcare advice, diagnosis or recommendation of treatment, or that it can be relied upon as professional medical advice (including any representation or warranty with respect to any treatment, action, suitability or application of medication, preparation by any person or health service); or
- Zone Scribe or any Zone Scribe Content can be relied upon without independent consideration and confirmation by a qualified medical practitioner.

Termination

You may terminate your use of Zone Scribe (and accordingly this licence) by emailing support@Zonescribe.ai or through your Account settings at any time.
We may terminate this licence if:
- you have not paid your monthly fee;
- we reasonably believe you have breached any of the terms of this licence or of any data protection or data sharing agreement or like policy;
- we withdraw Zone Scribe from market; or
- we consider it reasonably necessary to comply with applicable law.
Where you terminate this licence we will not refund any fees.
Where we terminate this licence, we will not refund any fees or other amounts that you have paid save where any updated version materially and detrimentally impacts your use of Zone Scribe or withdraw Zone Scribe from the market in our sole discretion, you will be entitled to a pro rata refund of any relevant fees paid in advance.
Subject to the above, in any other event, on termination:
- you must pay all relevant outstanding fees or other amounts (including payment due pursuant to an indemnity);
- the licence granted by Zone Scribe will cease and we shall cease providing (and you shall cease using) Zone Scribe;
- 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; and
  - subject to any agreed retention periods and as detailed in our Privacy Policy we will delete or return Zone Scribe Content and personal data after termination, except to the extent we are required to retain it by law.
Accrued rights and obligations which are intended or which by their nature survive termination will continue to remain in full force and effect notwithstanding the termination of this Licence.

Indemnity

You agree to indemnify Zone Scribe from and against any third-party claim, proceedings, loss, damage, costs, or liability whatsoever arising directly or indirectly from:
- your unlawful use of Zone Scribe or Zone Scribe Content;
- your own negligent acts or omissions, or those of your employees and agents;
- your breach of this Licence, including any data protection obligations applicable to your use of Zone Scribe and Zone Scribe Content; or
- your intentional, wilful, or fraudulent misconduct.
We will take reasonable steps to mitigate any loss arising from any matter to which this indemnity applies and will notify you promptly upon becoming aware of any claim relating to your indemnified obligations.

Limitation of Liability

Zone Scribe and Zone Scribe Content are provided without warranty or guarantee of and we will not be liable for any direct and indirect loss, damage costs or expenses you may suffer or incur:
- due to your use of Zone Scribe or the information or materials contained on or made available through it (including Zone Scribe Content);
- as a result of you not being able to access the Zone Scribe service or Zone Scribe Content;
- any loss, corruption or destruction of data or material resulting from Zone Scribe transcription and/or uploaded content;
- as a result of unauthorised access to, or alteration of either data or materials entered into or produced by Zone Scribe;
- due to any communications performance related issues, disconnection of transmission services, failures or delays in transmission of Zone Scribe connected with telecommunication or other third party transmission and other services;
- as a result of the fact that certain information or materials contained on Zone Scribe (including any Zone Scribe 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 Zone Scribe.
Notwithstanding the above, to the extent permitted by law, the aggregate liability of the Zone Scribe for loss sustained by you in connection with your use of Zone Scribe and Zone Scribe Content (whether under statute, in contract or in tort, including for negligence, or otherwise) is limited to the fees paid by you for your use of Zone Scribe during each year of the Licence.

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 this Licence.
If we are partially or wholly precluded from complying with our obligations under this licence by any event, matter or circumstance that is beyond our 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 during this time. In the event that the event matter or circumstance lasts for a period of 28 days this licence shall be deemed terminated on the 29th day.
Nothing in this licence 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.
This licence constitutes the entire agreement between us relating to its subject matter and supersedes and cancels any previous agreement, understanding or arrangement whether written or oral.
If any part or provision of this licence 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 this licence will be binding on the parties.

Jurisdiction and governing law

These Terms are governed by the laws of England and Wales and you submit to the non-exclusive jurisdiction of the courts in England and Wales.