Medical Liability Shield & Risk Allocation

1. Clinical Decision Responsibility

The Partners expressly agree that VoiceProtocol.ai is a clinical decision-support tool only and does not provide medical advice, diagnosis, or treatment.

All clinical decisions, diagnoses, treatment plans, and patient care actions shall remain the sole and exclusive responsibility of the licensed healthcare provider using the Platform.

Under no circumstances shall the Platform, or its outputs, replace the independent medical judgment of a qualified practitioner.

2. No Practice of Medicine

The Partners acknowledge and agree that:

• VoiceProtocol.ai does not practice medicine
• The Platform does not establish a provider-patient relationship
• The Platform functions solely as an assistive AI documentation and protocol-generation tool

Any use of the Platform must be interpreted as advisory, informational, and educational only.

3. User Responsibility & Indemnification

All end users (including physicians, practitioners, and clinics) shall:

• Independently verify all AI-generated outputs
• Exercise professional judgment prior to implementation
• Assume full responsibility for patient care decisions

To the fullest extent permitted by law, users agree to indemnify, defend, and hold harmless the Company and its Partners from any claims arising from:

• Clinical use of generated protocols

• Misuse or misinterpretation of outputs

• Patient outcomes related to decisions made using the Platform

4. Limitation of Liability

To the maximum extent permitted by applicable law, the Company and its Partners (including Mark Hall and Dr. Salome Masghati) shall not be liable for:

• Any direct, indirect, incidental, consequential, or special damages
• Clinical outcomes, adverse events, or patient harm
• Errors, omissions, or inaccuracies in AI-generated content

Liability, if any, shall be strictly limited to the amount paid by the user to access the Platform within the preceding 3 months.

5. No Warranties

The Platform is provided “AS IS” and “AS AVAILABLE” without warranties of any kind, express or implied, including but not limited to:

• Accuracy of clinical outputs
• Fitness for a particular medical purpose
• Reliability or completeness of protocols
• Regulatory compliance in all jurisdictions

6. Medical Director Role Clarification

While Dr. Salome Masghati and partners may contribute clinical expertise, protocol frameworks, and oversight:

• She does not assume responsibility for individual patient outcomes
• She is not supervising or directing care for end users’ patients
• Her role is limited to content development and advisory capacity within the Platform

7. Regulatory Compliance Disclaimer

The Partners acknowledge that:

• The Platform is intended to function as a non-diagnostic, non-treatment AI support tool
• It is the responsibility of the end user to ensure compliance with state medical board regulations
• Scope of practice laws
• Telehealth and prescribing laws
• HIPAA and data privacy regulations

8. Professional Use Requirement

VoiceProtocol.ai is intended for use only by licensed healthcare professionals or trained practitioners operating within their legal scope of practice.

Use by unlicensed individuals is strictly prohibited.

9. Insurance Requirements

Each Partner agrees to maintain appropriate:

• Professional liability insurance (malpractice, where applicable)
• General business liability insurance
• Cyber liability insurance (recommended)

The Company may also obtain a separate errors & omissions (E&O) policy for software-related risk.

10. Survival

All provisions within this section shall survive termination of the Agreement indefinitely.

11. Clinical Intelligence and Data Use (Draft — for counsel review)

VoiceProtocol.ai’s clinical intelligence features operate within Practitioner’s own practice. Practitioner data and patient data are used to provide the services to Practitioner’s practice and are not used to train or improve models or recommendations for other practices.

Practitioner understands and agrees that:

• Cross-practice learning is disabled by default and is not enabled by registering for or using the platform
• Cross-practice learning may be offered only after documented legal, privacy, security and clinical reviews, a separate written opt-in by Practitioner’s authorized representative, and any patient authorization required by law
• Clinical notes, transcripts, recordings, embeddings and attachments are never used for cross-practice learning
• If Practitioner later opts in and then withdraws, future contributions stop; contributions already incorporated into aggregate statistics or models may not be removable
• No ownership rights are transferred regarding practitioner-specific patient records
• The platform functions as a clinical decision-support and educational intelligence system only
• All medical decisions remain solely under the authority and responsibility of the licensed practitioner

This section is a draft pending review by counsel and does not represent a guarantee of regulatory compliance.