The General Terms and Conditions (GTC) govern the use of the AI-based platform offered by DUDOXX UG (DUDOXX, We). These conditions must be accepted by you (Customer) before you use the platform. DUDOXX and the Customer are hereinafter referred to individually as a Party or collectively as the Parties.

DUDOXX UG has developed a software platform that supports physicians in treatment documentation. In this process, an audio recording of the doctor–patient conversation is transcribed and, using AI functions, a summary of the consultation is generated, which can then be reviewed, adjusted, and signed off by the physician.

Definitions

• DUDOXX Platform: The contractual software based on AI technologies designed to support physicians in treatment documentation.
• AI: In the context of these GTC, Artificial Intelligence refers to computer systems, algorithms, and software programs developed to perform tasks that typically require human intelligence, such as speech recognition, natural language processing, or transcription. The term KI Summary refers to the summary of a consultation generated by the software, i.e. the doctors report.
• Confidential Information: Includes information, documents, trade secrets, and technical methods that are either expressly marked as confidential or whose confidential nature is evident from the circumstances or the nature of the information itself.

1. Use of the Platform

Subject to the Customers compliance with these GTC, DUDOXX grants the Customer a limited, non-exclusive, non-transferable right to use the platform.

2. Obligations of the Customer

1. Account Creation:

   The Customer must create an account with DUDOXX if one does not already exist, in order to use the platform.

2. Patient Information:

   Prior to using the platform and during any consultation with a patient, the Customer must adequately inform the patient about the use of the platform – including that the consultation is being recorded – and obtain the patients consent.

3. Review of the AI Summary:

   The Customer is obligated to carefully review each AI summary generated by the platform to ensure that it completely and accurately reflects the consultation. The Customer bears sole responsibility for verifying the accuracy of the AI summary. Despite DUDOXXs best efforts to ensure the accuracy of the AI summary, it cannot be guaranteed to be error free. By accepting or using the AI summary, the Customer confirms that they have reviewed its content and found it to be correct.

4. Technical Requirements:

   The Customer must ensure that the necessary devices and technical prerequisites required to use the platform are available and functioning properly.

5. Limited Role of the Platform:

   The Customer acknowledges that the platform is intended as a support tool and does not replace professional medical evaluation. It is solely intended to summarize the consultation and does not provide medical advice or diagnoses. The platform is not considered a medical device. The Customer is responsible for complying with all regulatory requirements related to medical records.

6. Compliance with Laws and Regulations:

   The Customer undertakes to comply with all applicable laws, regulations, and guidelines. The Customer confirms that they are aware of the legal and regulatory requirements regarding health data applicable to them in connection with the use of the platform. It is the Customers responsibility to ensure that the features and usage of the platform comply with the legal and regulatory requirements applicable to them as a data controller.

3. Fees

• The platform is provided to the Customer free of charge and without restrictions during a one-month trial period.
• The Customer acknowledges that after this trial period, DUDOXX has the right, during the term of the contract, to introduce fees for the use of the platform and to adjust these fees if necessary.
• Should fees be introduced or changed, DUDOXX will inform the Customer via a communication channel determined by DUDOXX. The new fees will take effect from the calendar month following the notification. If the Customer does not accept the new fees, they have the right to terminate the use of the platform and the agreement in accordance with Section 10.

4. Intellectual Property

All rights to intellectual property – including, but not limited to, copyrights, technical protection rights, trademark rights, rights to computer software and source code, rights to use and protect confidential information (including trade secrets and know-how), as well as any other comparable rights, whether registered or not, and including all applications, extensions, or enhancements of such rights, and all comparable forms of protection that currently exist or may exist in the future worldwide – remain exclusively with the provider. These rights (hereinafter Protection Rights) are comprehensively protected by applicable laws and international intellectual property agreements.

The Customer acknowledges that, as far as legally possible, all Protection Rights are attributed to the provider. Without the prior explicit written consent of the provider, the Customer is prohibited from:

1. Reproducing, copying, modifying, publishing, downloading, rearranging, adapting, uploading, reselling, assigning, licensing, sublicensing, or otherwise distributing the Protection Rights, or creating derivative works from them;
2. Accessing the platforms source code, decompiling it, copying it, or attempting to integrate it into other websites, platforms, or software solutions;
3. Using the platform for purposes other than those specified in these conditions;
4. Undertaking interventions such as penetration tests, denial-of-service attacks, hacks, or other disruptions to the functionality of the platform.

The Customer agrees to indemnify and hold the provider harmless from any losses, damages, costs, expenses (including attorney fees), claims, or liabilities arising directly or indirectly from a breach of the above provisions by the Customer.

5. Data

The parties agree that the provision of the platform includes the processing of personal data, including health data. In this context, the Customer remains solely responsible for data processing and retains full control over the personal data collected and processed by them. DUDOXX acts solely as a data processor within the meaning of applicable data protection laws. Both parties undertake to comply with their respective obligations under the applicable data protection regulations governing the processing of personal data in the context of this contract.

The terms for data processing shall be governed either (i) by an existing data processing agreement concluded between the Customer and DUDOXX, or (ii) if no such agreement exists, by the provisions of the data processing agreement contained in Appendix A. These provisions set forth the obligations under which DUDOXX processes personal data on behalf of the Customer.

For the services provided under this contract, DUDOXX also employs Deepgram as a subprocess to enable speech-to-text transcriptions.

Regarding anonymized data, the Customer grants DUDOXX a perpetual, worldwide, royalty free, and non exclusive license to use the transmitted data in anonymized form for internal business purposes. This includes the further development and optimization of the platform.

6. Confidentiality

6.1 During the use of the platform, you may transmit confidential information to us, and you may also gain access to our confidential information through the use of the platform. Both parties agree to protect the confidential information of the other party with appropriate measures against unauthorized access by third parties. Information that is publicly accessible is not considered confidential.

6.2 Confidential information includes technical or business data, know how, specifications, procedures, inventions, or initiatives, including but not limited to the platform and all associated tests, that one party (the disclosing party) discloses to the other party (the receiving party) or to its employees, agents, affiliated companies, or subcontractors. This also includes any other information relating to this agreement, the business relationship, new customers, or the products and services of the disclosing party that is made available to the receiving party.

The receiving party agrees to disclose such information only to those employees, agents, affiliated companies, or subcontractors who need it to fulfill the contractual obligations, and to ensure that these persons are bound by confidentiality obligations equivalent to those of the receiving party. Disclosure of confidential information is permitted if required by law or by governmental or judicial order.

The parties agree that information provided directly to DUDOXX by a prospective or new customer in the context of the business relationship shall not be considered confidential information within the meaning of this agreement. The obligations to protect confidential information shall remain in effect indefinitely, even after the termination of this agreement.

7. Liability

7.1 Our liability is limited to verifiable damages that are directly attributable to a breach on our part of this agreement or applicable legal provisions.

7.2 Should we be liable, the maximum amount we owe you under these conditions for any reason is limited to the sum of the fees you have paid to us for the use of the platform in the twelve (12) months preceding the claim.

7.3 Neither DUDOXX nor its affiliated companies or employees shall be liable for lost profits, loss of revenue, consequential damages, incidental or indirect damages, or any other claims for damages arising from the use of the platform or this agreement.

7.4 The aforementioned limitations of liability do not apply to damages caused by intentional or grossly negligent actions by DUDOXX, nor to damages resulting from injury to life, body, or health.

Notwithstanding the above provisions, we do not exclude or limit our liability in any manner that would contravene applicable law.

8. No Warranty

The platform is provided in its current condition and on an as available basis. Unless expressly stated otherwise in these conditions or required by applicable law, we make no warranties or representations of any kind – neither express nor implied, statutory nor otherwise.

Any and all other conditions, representations, or provisions that might otherwise apply between the parties or be incorporated into this agreement – whether by statutory provisions, common law, or otherwise – are hereby excluded. This specifically includes any implied warranties or representations regarding satisfactory quality, fitness for a particular purpose, or the application of reasonable care and expertise.

We do not guarantee that the platform is free of errors. You are responsible for properly configuring your IT systems, devices, computer programs, and platforms to access the platform. It is your responsibility to employ appropriate antivirus software.

We are not liable for any damages or losses resulting from viruses, distributed denial-of-service attacks, or other technologically harmful content that may affect your IT equipment, programs, data, or other copyrighted material in connection with your use of our platform.

Likewise, we assume no liability for interruptions or outages of the platform that are attributable to your devices or the internet infrastructure you use, nor for impairments caused by third parties over whose actions we have no control.

9. Further Development of the Platform

DUDOXX reserves the right to further develop the platform at its sole discretion, particularly to comply with legal or technical requirements, add new features, or improve existing functions.

Furthermore, DUDOXX reserves the right to adjust the fees to reflect the further development of the platform. In this case, the price change will be implemented in accordance with the provisions in Section 3 Fees. If the Customer does not agree with the fee adjustment, they have the right to terminate the agreement in accordance with Section 10.

10. Term and Termination

These GTC come into effect on the day of acceptance by the Customer and remain in force for the duration of the use of the platform. Should the Customer wish to terminate the use of the platform, these GTC may be terminated with a notice period of at least 30 days by email to kontakt@dudoxx.com.

DUDOXX reserves the right to change, suspend, or deactivate the platform and/or terminate these GTC and the agreement at any time without providing reasons.

While DUDOXX will make every economically reasonable effort to inform Customers of such measures in a timely manner, it is not obligated to do so. DUDOXX may take the aforementioned measures without any liability arising for the Customer.

In addition to any other rights and remedies under these GTC, DUDOXX may suspend, terminate, or restrict the Customer s access to or use of the platform without prior notice in order to:

• (a) prevent damage or impairment to the integrity of the platform;
• (b) comply with a law, regulation, court order, or other governmental request or order; or
• (c) otherwise protect DUDOXX from harm to its reputation or business operations.

DUDOXX will make all economically reasonable efforts to inform the Customer as soon as possible of any such restriction, suspension, or termination, but is not obligated to do so.

In the event of a restriction or suspension, DUDOXX will restore the Customer s access to the platform once it determines that the issue has been resolved.

Nothing in these GTC restricts DUDOXXs right to take measures or exercise legal remedies, nor does anything herein constitute a waiver of DUDOXXs rights with respect to any of the above actions.

DUDOXX is not liable for any losses or damages of any kind incurred by the Customer as a result of a restriction, termination, or suspension of the platform pursuant to this clause No. 2.

11. Miscellaneous

We reserve the right to make changes to any part of these conditions at our sole discretion at any time. Such changes will take effect 30 days after the revised version is communicated to you. Until that time, the previous version of these conditions remains in effect.

If you do not agree with the changes, you have the right to terminate the agreement in accordance with Section 10. If you do not notify us within the 30-day period that you wish to terminate, your continued use of the platform will be deemed acceptance of the revised conditions.

Should any provision of this agreement be wholly or partially invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The same applies if there is a regulatory gap. In such a case, the invalid or unenforceable provision shall be replaced by a new provision that as closely as possible reflects the economic objectives of the parties, insofar as legally possible.

12. Governing Law and Jurisdiction

These conditions, as well as any disputes or claims arising out of or in connection with them, shall be governed by and construed in accordance with the laws of the Federal Republic of Germany. For all disputes arising from or in connection with this contract, the parties agree, insofar as legally permissible, to the exclusive jurisdiction of the competent court in Hamburg.