Terms of Service

1. Acceptance of These Terms

These Terms of Service ("Terms") are a binding agreement between ECNX ("ECNX," "we," "us") and you, the individual or organization using ECNX Ambient (the "Service"). By creating an account, checking an acceptance box, or using the Service, you agree to these Terms and to our Privacy Policy.

If you use the Service on behalf of a healthcare organization, you represent that you are authorized to bind that organization, and "you" includes the organization. If your organization has a separate written agreement with ECNX (including a Business Associate Agreement), that agreement controls where it conflicts with these Terms.

2. Eligibility & Accounts

• The Service is intended for licensed healthcare professionals and authorized staff of healthcare organizations. You must be at least 18 years old.
• You must provide accurate registration information and keep it current.
• You are responsible for safeguarding your credentials and for all activity under your account. Notify us immediately at security@ecnx.health if you suspect unauthorized access.
• Accounts are personal to the registered User and may not be shared.

3. License & Access

Subject to these Terms and payment of applicable fees, ECNX grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal clinical-documentation purposes. We may update, improve, or modify the Service over time.

4. Professional Responsibility & Clinical Judgment

• You retain full responsibility for the accuracy and completeness of the medical record and any claims submitted based on coding suggestions.
• The Service does not diagnose, treat, or recommend treatment, and must never substitute for professional medical judgment.
• You are responsible for complying with the documentation, licensure, and standard-of-care requirements that apply to your practice.

5. Recording & Patient Consent

The Service captures audio of clinical encounters. Recording laws vary by jurisdiction — many U.S. states and other countries require the consent of all parties to a recorded conversation. You are solely responsible for:

• Obtaining any patient consent, notice, or authorization required by applicable law and your organization's policies before starting a recording session;
• Honoring a patient's refusal or withdrawal of consent, including stopping or discarding a recording on request; and
• Ensuring recording is not used in settings where it is prohibited.

6. Customer Data & PHI

• You and your organization retain all rights to the audio, transcripts, notes, and other content you submit to or generate with the Service ("Customer Data").
• You grant ECNX a limited license to process Customer Data solely to provide, secure, and support the Service, consistent with our Privacy Policy and any applicable BAA.
• Use of the Service to process PHI requires a Business Associate Agreement with ECNX. Contact legal@ecnx.health to execute a BAA if your organization does not have one.
• You are responsible for the lawfulness of the Customer Data you submit and for your organization's medical-records retention obligations.

7. Acceptable Use

You agree not to:

• Use the Service in violation of any law, including HIPAA, recording-consent laws, and privacy laws;
• Record individuals without required consent or record non-clinical conversations;
• Attempt to access other users' or organizations' data, probe or circumvent security controls, or interfere with the Service's operation;
• Reverse engineer, copy, resell, or sublicense the Service, or use it to build a competing product;
• Use automated means to scrape or bulk-extract data from the Service;
• Upload malicious code or use the Service to transmit unlawful content.

8. Intellectual Property

The Service — including its software, models, interfaces, templates, and branding — is owned by ECNX and its licensors and is protected by intellectual-property laws. Except for the license in Section 3 and your rights in Customer Data, no rights are granted to you. Feedback you provide may be used by ECNX without restriction or obligation.

9. Fees & Subscriptions

Paid features are billed per the plan or order form your organization selects. Unless otherwise agreed in writing: fees are due in advance, are non-refundable except as required by law, and may change with at least 30 days' notice before your next billing cycle. Taxes are your responsibility. We may suspend access for non-payment after reasonable notice.

10. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, ECNX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY THAT TRANSCRIPTS OR GENERATED DOCUMENTATION WILL BE ACCURATE, COMPLETE, OR ERROR-FREE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR SECURE.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) ECNX WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST DATA, OR COSTS OF SUBSTITUTE SERVICES; AND (B) ECNX'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE WILL NOT EXCEED THE AMOUNTS PAID BY YOU FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITS DO NOT APPLY WHERE PROHIBITED BY LAW AND DO NOT LIMIT LIABILITY FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR OBLIGATIONS UNDER AN EXECUTED BAA THAT CANNOT BE LIMITED.

12. Indemnification

You will defend and indemnify ECNX against third-party claims arising from: (a) your breach of these Terms; (b) your failure to obtain legally required patient consent for recording; (c) your clinical decisions or the content of medical records you approve; or (d) claims submitted for reimbursement based on documentation or codes you approved.

13. Suspension & Termination

• You may stop using the Service and request account deletion at any time.
• We may suspend or terminate access for material breach of these Terms, security risk, unlawful use, or non-payment, with notice where practicable.
• Upon termination, your license ends. We will make Customer Data available for export for a reasonable period and then return or destroy PHI as any applicable BAA requires.
• Sections 4–8 and 10–14 survive termination.

14. Governing Law & Disputes

These Terms are governed by the laws of the jurisdiction specified in your organization's agreement with ECNX or, absent such an agreement, the laws of the State of Delaware, USA, excluding its conflict-of-laws rules. The parties will first attempt in good faith to resolve any dispute informally by contacting legal@ecnx.health.

15. Changes to These Terms

We may revise these Terms from time to time. For material changes we will give notice through the Service or by email at least 30 days before the changes take effect. Continued use of the Service after the effective date constitutes acceptance of the revised Terms.

16. Contact

Questions about these Terms? Contact legal@ecnx.health.