MARVIX AI, INC. TERMS OF SERVICE
Last Updated: June 23, 2026

If you, or an organization on whose behalf you access or use the Product (such as your employer, practice, or health system), have entered into a separate agreement (such as a Cloud Service Agreement) that covers your use of the Product, that separate agreement applies instead of these terms while it is in effect. If that separate agreement has terms governing continued use after it ends, those terms apply to such continued use. These terms apply only when no separate agreement covers your use of the Product - including use after such a separate agreement has ended and is no longer governing your use of the Product. This Agreement is between Marvix AI, Inc. and the company or person accessing or using the Product. This Agreement consists of: (1) the Order Form and (2) the Key Terms, both set out below (together, the “Cover Page” for purposes of the Standard Terms); (3) the Common Paper Cloud Service Agreement Standard Terms Version 2.1 posted at https://commonpaper.com/standards/cloud-service-agreement/2.1 (“Standard Terms”), incorporated by reference; and (4) the Business Associate Agreement (“BAA”), comprising the BAA Key Terms below and the Common Paper BAA Standard Terms Version 1.0, incorporated by reference. Any modifications to the Standard Terms made on the Cover Page control over conflicts with the Standard Terms. Capitalized words have the meanings given on the Cover Page or in the Standard Terms.
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If you are accessing or using the Product on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company. By signing up, accessing, or using the Product, Customer indicates its acceptance of this Agreement and agrees to be bound by its terms. This Agreement supersedes and replaces any prior Marvix Terms of Service that Customer or its Users previously accepted, as of the date Customer accepts this Agreement; the prior terms continue to apply only to use occurring before that date.  

COVER PAGE 

Order Form
Cloud Service: The Marvix AI Scribe and Marvix Live software (including any and all iOS, Android, web-based, and desktop applications) that provide AI-assisted clinical documentation, dictation, question answering, and related features, as further described in Marvix's product documentation.
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Subscription Start Date: The Effective Date.
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Subscription Period: 30 days (the “Free Trial”).

Use Limitations: Maximum number of Users: 1. Consumption of up to 75 hours/month of audio recording (including dictations) for the User. If the User exceeds this limit, further access to the Product may be restricted.

Cloud Service Fees: No fee will be charged by Publisher to Customer for the Subscription Period (Free Trial).
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Payment Period: Not applicable.
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Invoice Period: Not applicable.

Key Terms
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Customer: The company or person who accesses or uses the Product. If the person accepting this Agreement does so on behalf of a
company, “Customer” means that company.

Provider: Marvix AI, Inc.
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Role Clarification: The party defined as “Provider” in the Standard Terms is referred to in this Agreement as “Publisher” (and may also be referred to as “Software Publisher”). “Provider” and “Publisher” mean the same entity; this clarification does not alter any rights or obligations under the Standard Terms.
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Effective Date: The earlier of the date Customer first accepts this Agreement or the date Customer or any of its Users first accesses or uses the Product.

Governing Law: The laws of the State of Delaware.
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Chosen Courts: The state or federal courts located in Delaware.
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Notice Address: For Publisher: notices@marvix.ai (with hard copy to 131 Continental Dr Ste 305, Newark DE 19713, United States). For Customer: the email address used to accept this Agreement or the main email on Customer's account.

Attachments and Supplements
‍BAA: Publisher and Customer enter into the Business Associate Agreement set out below as of the Effective Date, which governs Protected Health Information (“PHI”) regulated by HIPAA. The BAA controls in the event of any conflict with this Agreement with respect to PHI.
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Acceptable Use: Customer and its Users will comply with the Acceptable Use terms in this Agreement.
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Changes to the Standard Terms
Publicity Rights: Publisher may identify Customer and use Customer's name and logo on Publisher's website and in marketing materials to identify Customer as a user of the Product, during the term of this Agreement. Customer grants Publisher a non-exclusive, royalty-free license for this purpose.

Auto-Renewal: Modifying Section 5.1 of the Standard Terms, the Subscription Period does not automatically renew and will expire at the end of the Subscription Period unless the parties agree otherwise in writing or Customer enters into a separate Cloud Service Agreement.
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Continued Use After the Free Trial: If Customer or any User continues to access or use the Product after the Subscription Period, this Agreement (including the BAA) continues to govern that use. Continued use after the Free Trial is not free: from the day after the Subscription Period ends, fees accrue at Publisher's then-current standard rates published at https://www.marvix.ai/pricing until a separate Cloud Service Agreement is executed. If a Cloud Service Agreement is later executed, it governs Customer's use and fees from its effective date and, to the extent it so provides, the period of continued use between the end of the Free Trial and that effective date. Unpaid accrued fees remain due.

Reservation of Rights: Replacing Section 11 of the Standard Terms, except for the limited license to access the Product given to Customer, Publisher retains all right, title, and interest in and to the Product, including any aspects, features, functionality, or improvements created in response to or derived from Feedback, insights, or learnings, whether developed before or after the Effective Date, regardless of whether such insights or learnings arose from Customer's or its Users' use of the Product. This clause does not assign Customer Content or PHI to Publisher; Customer Content and PHI remain owned by Customer or the applicable individual, and PHI is governed by the BAA. Publisher's ownership of the Product and such improvements is not limited by Customer's ownership of Customer Content or PHI. Publisher owns all Feedback, including that which results from on-boarding, support, or sales processes. Customer hereby assigns to Publisher all of its right, title, and interest in and to Feedback and will reasonably cooperate to establish, prove, or defend Publisher's ownership of Feedback.

Machine Learning and De-Identified Data: Modifying Section 1.6 of the Standard Terms, Publisher's retention, return, and deletion of PHI is governed by the BAA. Publisher may de-identify PHI in accordance with 45 CFR §164.514(b); such de-identified data is not PHI, does not require aggregation notwithstanding Section 1.6(a), and may be retained and used for analytics, quality assurance, and the development, training, evaluation, and improvement of artificial intelligence and machine learning models, subject to applicable law. Because de-identified data contains no identifiers enabling its location or attribution to Customer or any individual, it cannot be retrieved or deleted on request, and Publisher's retention and use of it survives expiration or termination of this Agreement. Due to the nature of AI and machine learning, generated outputs may be incorrect; AI features are not a substitute for human oversight.

AI-Generated Outputs: The Product generates AI content, including clinical documentation and (where offered) medical coding suggestions. Such outputs are informational only, may be inaccurate, and must be independently reviewed and validated by a licensed healthcare professional. The Product does not provide medical advice, diagnosis, or treatment recommendations, is not a medical device, and is not intended for diagnosis or treatment without professional judgment.

No Auto-Signing: Customer is responsible for ensuring that its Users review and validate AI-generated outputs before any clinical, billing, coding, or disclosure use, and will not configure its EHR or other systems with automation that may bypass such review. Customer is solely responsible for outcomes resulting from such
configurations or from any failure to review.

Prohibited Data: Replacing Section 3.2 of the Standard Terms, except as permitted under the BAA, Customer will not submit Prohibited Data to the Product. PHI is permitted to the extent governed by the BAA. Customer and its Users are solely responsible for obtaining all legally required consents, authorizations, notices, or opt-outs from patients or other individuals before recording any conversation or interaction using the Product, including under all-party/wiretap consent laws. Publisher expressly disclaims any liability arising from Customer's failure to obtain such consents. Customer is solely responsible for ensuring that any data transfer from
the Product to third-party software complies with that third party's terms.

Customer Indemnification: Customer will defend and indemnify Publisher against any third-party claim that results from: (1) Customer Content infringing or misappropriating a third party's intellectual property or other rights; (2) Customer's breach of Section 2.1 (Restrictions on Customer), the No Auto-Signing terms, or applicable third-party software terms; or (3) Customer's or its Users' failure to obtain legally required consents, authorizations, notices, or opt-outs, or other failure to comply with applicable wiretap or all- party consent, biometric privacy (including BIPA), or consumer privacy (including CCPA/CPRA) laws, in connection with recording, collecting, storing, processing, or transferring audio, biometric, personal, or health information using the Product.

Data Processing & Storage; Record Custodianship: Customer is responsible for determining whether its use of the Product complies with applicable data localization, transfer, and residency laws. Customer remains the custodian of all medical and billing records and is solely responsible for their retention, disclosure, and compliance. The Product is not an electronic health record, system of record, or designated record set, and Publisher is not a medical record custodian. Publisher may retain residual copies of content in backups and logs for limited operational, security, legal, and support purposes; retention, return, and deletion of PHI is governed by the BAA.

Limitation of Liability: Each party's total cumulative liability arising out of or relating to this Agreement will not exceed the greater of one (1) times the total fees paid by Customer to Publisher in the six (6) months preceding the claim or $1,000 (One Thousand US Dollars); provided that Publisher's liability for breach of its PHI-safeguarding obligations and for Security Incident reimbursement under the BAA will not exceed the greater of two (2) times such fees or $25,000 (Twenty-Five Thousand US Dollars). Neither party will be liable for indirect, incidental, consequential, special, or punitive damages. Neither party's liability for fraud or willful misconduct, nor any liability that cannot be limited under Applicable Law, is limited by this section.

Acceptable Use: Customer and its Users will not: (a) share account credentials or allow more than the licensed number of Users; (b) attempt to re-identify any de-identified data; (c) circumvent or test the security, rate limits, or access controls of the Product; (d) use the Product for any unlawful purpose or in violation of Section 2.1 (Restrictions on Customer); or (e) use automation, scripting, or robotic process automation with the Product or any connected third-party system except as permitted by that system's terms and by the Publisher in writing. Publisher may suspend or restrict access for violations of these terms, in addition to any other rights or remedies available under this Agreement or applicable law.

Notices: Modifying Section 12.9 of the Standard Terms, notices must be sent by email to the recipient's Notice Address and are effective upon confirmed email delivery; a hard-copy notice is effective only if also emailed (and confirmed delivered). Hard-copynotices to Publisher go to the physical address in its Notice Address. Each party consents to service of process in any proceeding arising out of this Agreement by email to its Notice Address, in addition to any method permitted by Applicable Law.

BUSINESS ASSOCIATE AGREEMENT (BAA)
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This BAA has 2 parts: (1) the Key Terms below (which constitute the “BAA Cover Page” for purposes of the BAA Standard Terms) and (2) the Common Paper BAA Standard Terms Version 1.0 posted at https://commonpaper.com/standards/business-associate- agreement/1.0, incorporated by reference. If there is any inconsistency between the parts of the BAA, the BAA Cover Page controls over the BAA Standard Terms. Capitalized words have the meanings given on the BAA Cover Page or in the BAA Standard Terms.

BAA Cover Page — Key Terms
Agreement: This BAA is part of, and incorporated into, the Marvix AI, Inc. Terms of Service. This BAA governs the parties'; obligations with respect to PHI and controls over any conflicting PHI terms.
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Relationship: Publisher is a Business Associate. Customer (referred to as “Company” in the BAA) is a Covered Entity. Breach Notification Period: 15 business days from discovery.
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Designated Record Set: Publisher does not maintain PHI in a Designated Record Set.
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BAA Effective Date: The earlier of the date Customer accepts this Agreement or the date Customer or any of its Users first accesses or
uses the Product.

Term (Addition): This BAA is effective from the BAA Effective Date and continues until terminated by either party on 30 days' written notice or until Publisher has returned or destroyed all PHI, whichever is later. Termination or expiration of this Agreement does not terminate this BAA while Publisher retains PHI.
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Role Clarification (Addition): References to “Provider” may also be understood to mean “Publisher” or “Software Publisher,” without altering the parties' roles as Business Associate and Covered Entity under HIPAA.
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De-identified Data (Addition): Publisher will not attempt to re-identify de-identified data except as permitted by Applicable Laws to validate that its de-identification methodology complies with the requirements of 45 CFR §164.514(b). De-identified data is not PHI, is not subject to this BAA, and Publisher may retain, use, and disclose it for any lawful purpose.
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Limitation of Liability (Addition): Each party's total cumulative liability arising out of or relating to this BAA will not exceed the greater of one (1) times the total fees paid by Customer to Publisher in the six (6) months preceding the claim or $1,000; provided that Publisher's liability for breach of its PHI-safeguarding obligations and for Security Incident reimbursement will not exceed the greater of two (2) times such fees or $25,000. Neither party will be liable for indirect, incidental, consequential, special, or punitive damages. Neither party's liability for fraud or willful misconduct, nor any liability that cannot be limited under Applicable Law, is limited by this section. This section applies notwithstanding any limitation of liability in the Agreement.
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Relationship to Other BAAs (Addition): If the parties later execute a separate business associate agreement (including a Standalone BAA or one incorporated into a Cloud Service Agreement), that agreement supersedes this BAA as of its effective date, except that this BAA continues to govern PHI created or received before that date unless the parties agree otherwise.
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Notices (Addition): Any notice under this BAA must be sent by email to the recipient at its Notice Address. For Company, its Notice Address includes the email used to accept this Agreement. Notices are effective upon confirmed email delivery; a hard-copy notice is effective only if also emailed (and confirmed delivered). Hard-copy notices to Publisher go to the physical address in its Notice Address.Breach, Security Incident, and other HIPAA-required notices from Publisher to Company are effective when sent by email to Company's Notice Address. Each party consents to service of process by email to its Notice Address, in addition to any method permitted by Applicable Law.
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Changes to the BAA Standard Terms: As set out in the Additions above.
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By accepting the Terms of Service, Customer agrees to this BAA as of the BAA Effective Date.

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