Terms of Service

These Terms of Service (the "Terms") are an agreement between Quillentra ("Quillentra", "we", "us") and the practice, clinic or other organization that uses Quillentra (the "Customer", "you"). They also govern each individual who uses Quillentra under the Customer's account (a "User"). Our Business Associate Agreement (the "BAA") and Privacy Policy form part of these Terms.

You accept these Terms and the BAA when you create a practice in Quillentra. We record the date and version of each acceptance. The person who accepts confirms that they are authorized to bind the Customer. If you don't agree, don't use Quillentra.

• Quillentra is for licensed healthcare professionals and the staff working under their supervision, in the United States and Canada.
• Users must be at least 18 years old, provide accurate account information, and keep it up to date.
• Each account is for one person. Don't share accounts or sign-in credentials. An account records one visit at a time: a new recording can't start while another recording on the same account is in progress.

Quillentra records or receives audio of clinical encounters, transcribes it, and uses artificial intelligence to draft clinical notes, letters and other documents in your templates. It also provides a clinical question-answering assistant and related tools. We may add, change or remove features over time. If we remove a feature you rely on in a way that materially reduces the service, we will give you reasonable notice. Features labelled "beta" or "preview" are provided as-is, and may change or be withdrawn.

Quillentra is a documentation tool. It is not a healthcare provider, and it does not practise medicine. AI-generated content can be incomplete or wrong. It can omit details, attribute statements to the wrong speaker, or include information that was not said.

• A licensed clinician must review, correct and approve every document before it is signed, placed in a medical record, sent to anyone or relied on.
• Assistant answers, including drug, dosing, coding and differential-diagnosis information, are for informational support only. They are not a substitute for professional judgment, current references or the patient's full clinical picture.
• You are responsible for the clinical decisions you make, and for the accuracy of your documentation, coding and billing.
• Don't use Quillentra for emergencies or for time-critical clinical decisions.

You are responsible for informing patients, and anyone else present, that a visit will be recorded. You must obtain any consent the law requires before recording. Recording laws vary: some jurisdictions require every party's consent. Quillentra asks you to confirm consent before each recording, and logs that confirmation. That confirmation does not replace your legal obligations.

We process protected health information as your business associate under the BAA. If these Terms conflict with the BAA on how protected health information is handled, the BAA controls. For Canadian Customers, we act as your service provider as described on our PIPEDA Compliance page.

You are responsible for having the authority to share patient information with us. That includes giving any notices required under your notice of privacy practices. You must also tell us about any restriction you have agreed to that affects how we may use that information.

• Users sign in with a one-time code sent to their email, or with Google or Apple, so each User is responsible for securing the email, Google or Apple account they use, including turning on its two-step verification. Users who add a password must set up two-step verification for it. Keep sign-in codes, passwords, authenticator and backup codes confidential.
• Customer owners and administrators control who can access the practice workspace. They can invite and remove members, change members' roles, change practice settings, reassign the records of Users who leave, manage billing and delete the practice. Owners can also make other Users owners. An owner can't be removed or demoted by anyone else; an owner may leave the practice as long as another owner remains.
• Tell us promptly at security@quillentra.com if you suspect unauthorized access to an account. You are responsible for activity under your accounts, unless it results from our failure to meet our security obligations.

"Customer Data" means the audio, transcripts, documents, patient information, templates and other content that you and your Users submit to or create in Quillentra. As between you and us, you own Customer Data.

You grant us a limited license to host, copy, process and display Customer Data. That license exists only to provide, secure and support the service for you, as described in these Terms, the BAA and our Privacy Policy. We do not sell Customer Data. We do not use it for advertising. We do not use it to train AI models. We may use operational measurements that contain no patient information, such as minutes recorded or feature usage counts, to run, bill for and improve the service.

Customer Data that Users create in the practice, such as visits, documents and patient records, belongs to the Customer. It stays with the Customer when a User leaves the practice or deletes their account, and the Customer's owners and administrators can reassign it to another User. Personal assistant conversations are deleted with the User's account.

You can export your data at any time from Settings → Data & privacy. Retention and deletion work as described on our Data retention & deletion page.

You agree not to, and not to let anyone else:

• use Quillentra in violation of any law, including privacy, recording-consent and professional-conduct laws;
• record people who have not been informed, or upload content you have no right to share;
• access another person's account or data, or try to get around access controls, two-step verification or usage limits;
• probe, scan or test the security of the service without our written permission (we welcome responsible reports at security@quillentra.com);
• upload malware, or interfere with or overload the service;
• copy, resell or reverse engineer the service, or use it to build a competing product;
• scrape the service, or extract its templates, prompts or model output in bulk for use outside Quillentra;
• represent AI-generated content as reviewed by a clinician when it was not.

We may suspend access that violates this section or puts patients, other Customers or the service at risk, as described below.

Our plans and their limits are described on our Plans page. Free plans are free of charge, and may have usage limits.

If you subscribe to a paid plan:

• fees are billed in advance for each billing period, in U.S. dollars, and are non-refundable except where these Terms or the law say otherwise;
• you are responsible for applicable taxes;
• paid plans are priced per seat, and every User in the practice is a seat, whatever their role: owners, administrators and members alike, with a minimum of one seat. The number of seats follows the practice's membership automatically;
• changes to the plan or to the number of seats, such as members joining or leaving, take effect immediately and are prorated for the rest of the billing period: upgrades and added seats are charged pro rata on your next invoice, and downgrades and removed seats are credited;
• recording hours are a monthly allowance for each clinician. On the Free plan, a clinician's allowance covers their recording in every practice they belong to; on a paid plan, each practice's plan sets the allowance for its own clinicians. A clinician who reaches the allowance can finish a recording in progress, but new recordings wait for the next month or an upgrade;
• plans described as having unlimited recording hours have no monthly cap, subject to fair use. Unlimited recording is for each User's own clinical encounters, by the one person the account belongs to and one recording at a time. If an account's use far exceeds what one clinician could record, we may review it, and we will contact the Customer before taking any action, such as asking for additional seats or a change of plan. We will not stop a recording that is in progress;
• we will give at least 30 days' notice of a price increase, and it takes effect at your next billing period;
• if payment fails, we may downgrade or suspend the paid features after giving you notice.

Quillentra, including its software, built-in templates, prompts and design, belongs to us and our licensors. These Terms do not transfer it to you. While you have an active account, we grant you a non-exclusive, non-transferable right to use the service, including the built-in templates, for your practice's internal purposes.

Templates you create belong to you. If you send us suggestions or feedback, we may use them without obligation to you, but we will not identify you or include Customer Data.

You may paste or export Quillentra documents into electronic health record systems or other services that we don't control. Those services are governed by your agreements with their providers. We are not responsible for them, or for what happens to content once it leaves Quillentra.

• By you. You can stop using Quillentra at any time and delete your account from Settings → Data & privacy. A paid plan you cancel stays active until the end of the period you paid for. If you delete the last account in a practice, the practice is deleted and its paid plan is canceled immediately, and no further charges are made. The only owner of a practice that has other Users must make another User an owner, or delete the practice, before deleting their own account.
• Deleting a practice. The Customer's owners and administrators can delete the practice from Settings → Organization → General. Everyone loses access immediately, and a paid plan is canceled with no further charges. For 30 days an owner can restore the practice, on the Free plan; after that, its Customer Data is permanently deleted.
• By us. We may suspend or terminate access for a material breach of these Terms that you don't cure within 30 days of notice. We may act immediately when needed to protect patients, other Customers or the security of the service, or to comply with law. We may also stop offering the service, with at least 60 days' notice.
• Afterwards. Export what you need before your account closes. We delete Customer Data as described on our Data retention & deletion page and in the BAA. Sections that by their nature should survive, such as ownership, disclaimers, liability limits and indemnities, survive termination.

Except as these Terms expressly state, Quillentra is provided "as is" and "as available". To the fullest extent the law allows, we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement and accuracy. We do not warrant that AI-generated content will be accurate, complete or suitable for any clinical, billing or legal purpose, or that the service will be uninterrupted or error-free.

To the fullest extent the law allows, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data, even if it was told they were possible. Each party's total liability arising out of these Terms is capped. The cap is the amount you paid us for the service in the 12 months before the event giving rise to the claim, or US $100 if you paid nothing.

These limits do not apply to your payment obligations, to a party's indemnity obligations, or to liability that cannot be limited by law, such as liability for fraud or wilful misconduct.

You will defend and indemnify Quillentra against third-party claims arising from any of the following: your clinical decisions or documentation; recordings made without the notice or consent the law requires; Customer Data you had no right to share; or your violation of these Terms or the law. We will defend and indemnify you against third-party claims that the service, as we provide it, infringes their intellectual property. The indemnified party must promptly notify the other, give it control of the defense, and reasonably cooperate.

These Terms are governed by the laws of the jurisdiction in which Quillentra is organized, without regard to conflict-of-laws rules. Before filing a claim, each party will try in good faith to resolve the dispute informally for at least 30 days after written notice. Nothing in this section stops either party from seeking urgent relief to protect confidential information, patient information or intellectual property.

We may update these Terms. If a change is material, we will notify Customer owners and administrators by email or in the app at least 30 days before it takes effect, unless it is required sooner by law. If you keep using Quillentra after the effective date, you accept the updated Terms. If you don't agree, you may close your account before then.

• Entire agreement. These Terms, the BAA and any order form are the entire agreement on this subject. They replace any prior agreement on it.
• Assignment. Neither party may assign these Terms without the other's consent, except to a successor in a merger, acquisition or sale of substantially all of its assets. That successor must assume these Terms and the BAA.
• Severability and waiver. If a provision is unenforceable, the rest remain in effect. Not enforcing a provision is not a waiver of it.
• Force majeure. Neither party is liable for delays caused by events beyond its reasonable control. This does not excuse payment obligations or the BAA's safeguarding obligations.
• Notices. We send notices to the account owner's email address. Send notices to us at legal@quillentra.com.
• Relationship. The parties are independent contractors. There are no third-party beneficiaries.

Questions about these Terms: legal@quillentra.com. Help with the service: support@quillentra.com.