Medical Observer User Agreement

Version 1.7 · Effective November 8, 2026 · Golden Observer LLC

This User Agreement (the "Agreement") is between Golden Observer LLC, a Wyoming limited liability company operating from Ashland, Oregon ("Golden Observer," "we," "us"), and the medical, dental, therapy or other health care practice that installs or uses a Medical Observer device (the "Clinic," "you"). It also covers anyone who visits this website, observer.clinic.

Please read it carefully. Sections 6, 7, 8, 13 and 14 set out responsibilities that belong to the Clinic, Sections 15 and 16 limit our liability, Section 17 requires the Clinic to indemnify us, and Section 21 requires disputes to be resolved by binding individual arbitration, not in court or by jury, and waives class actions.

1. Accepting this Agreement

The Clinic accepts this Agreement by signing a Pilot Agreement or order form that refers to it, or by installing or using a Device. The person who accepts for the Clinic confirms that they are at least 18 years old and are authorized to bind the Clinic. If a signed Pilot Agreement, order form or the Business Associate Agreement conflicts with this Agreement, the signed document controls on that point, and the Business Associate Agreement controls on any question about protected health information.

2. Definitions

• "Device" means the Medical Observer hardware we provide, with its memory card, drive, microphone, camera (if equipped), screen and the software on it.
• "Service" means the Device, its software and updates, installation, and the support we give under this Agreement.
• "Clinic Data" means everything the Device records or produces at the Clinic: audio, transcripts, reports, staff voice profiles, settings and the Device's access record.
• "Authorized Users" means the members of the Clinic's workforce the Clinic allows to use the Device.
• "PHI" means protected health information as defined in the HIPAA Rules (45 CFR Parts 160 and 164).
• "Pilot Agreement" means a signed agreement for a pilot of the Device made before November 6, 2026.

3. The Device and the Service

3.1 Medical Observer records and transcribes conversations in the Clinic's office and shows the Clinic how its practice runs, such as what each conversation was about, which hours are busiest, and each staff member's calls, check-ins, scheduling and callbacks. It is an operations tool.

3.2 During the term, we grant the Clinic a limited, non-exclusive, non-transferable right to use the Device and its software at the Clinic's own premises, for the Clinic's own internal operations. The software is licensed, not sold.

3.3 We install and set up the Device, or supervise its installation, at the location the Clinic chooses and we agree is suitable.

3.4 The Device remains our property unless a signed order form transfers ownership. The Clinic's data on it remains the Clinic's property (Section 5).

4. Pilot, fees and term

4.1 Pilot. We no longer offer pilots. A pilot under a signed Pilot Agreement runs on that agreement's terms, and either party may end it with 7 days' notice by email.

4.2 Fees. After a pilot, or where the Clinic subscribes directly, the fees, term and renewal are those in the Clinic's signed order form. Fees are billed monthly in advance unless the order form says otherwise. Except where the law requires, fees already paid are not refundable.

4.3 Changes to fees. We may change fees for a renewal term by giving at least 60 days' written notice before the renewal. Fees do not change during a term already agreed.

4.4 Taxes. Fees do not include sales, use or similar taxes, which the Clinic pays where they apply.

5. Your data, and what you may choose to share

5.1 The Clinic owns Clinic Data. We claim no ownership of it.

5.2 It stays on the Device unless the Clinic turns sharing on. Clinic Data is stored on the Device at the Clinic. The Device never sends Clinic Data to any cloud service, and sends us none of it unless the Clinic turns on training mode (5.5) and, for audio, Listen and correct (5.6). Recordings are kept for as long as the Clinic chooses; the Clinic may set an automatic deletion schedule or delete recordings at any time.

5.3 We have no access to its content. We cannot open what the Device records. With training mode off, nothing it records reaches us; with it on, only what 5.5 and 5.6 describe does. A conversation in which a patient is heard or talked about never reaches us with its audio.

5.4 Improvement on the Device. The Device may improve its own transcription and recognition using the Clinic's recordings and the corrections the Clinic makes under 5.6. That learning happens on the Device and stays there.

5.5 Training mode (off until the Clinic turns it on). With training mode on, a front-desk Device sends us a report of that day's conversations once a day to train and improve our products. Before anything leaves, the Device removes every identifier HIPAA's Safe Harbor method lists (45 CFR 164.514(b)(2)), including names, calendar dates, identifying numbers, telephone numbers, email and street addresses, shows each speaker only as staff or visitor, and holds back any report in which it still finds one. Each conversation is sent under a random ID; its calendar date stays on the Device. The Clinic can see each report exactly as sent and can turn training mode off at any time. A patient-room Device sends no report.

5.6 Listen and correct (off until the Clinic turns it on). With it on, the Clinic's owner and privacy officer, and no one else, can open a conversation from the day's report on the Device, hear each line, see the Device's transcript beside it, type what was actually said, and answer whether a patient is in it.

(a) A patient is heard or talked about: the corrections stay on the Device and teach only that Device. We receive no copy of them. Training mode leaves that conversation out, and if it was already sent, the Device tells us to drop it.

(b) Staff only, no patient heard or talked about: with training mode on, the corrected words and the audio of that conversation are sent to us under its random ID, never with its date or anyone's name. The Device sends the audio only after every line has been played, and keeps it on the Device if the words show any identifier such as a date, a number or an address.

(c) The Clinic is responsible for its answer. If we find that audio sent to us as staff only contains a patient or a patient's information, we delete it and tell the Clinic as the BAA requires.

(d) The Clinic may withdraw any conversation it shared ("Stop sharing" on the Device). We then delete our copy of its audio and drop it from training.

5.7 What we do with what the Clinic shares. We use what training mode and Listen and correct send us only to train and improve our products. We do not sell it. We do not use it to identify, contact or profile anyone, and we do not try to re-identify anyone or combine it with other information for that purpose. We keep a shared conversation's audio until the Clinic withdraws it or we no longer need it for training, and then delete it.

6. HIPAA and the Business Associate Agreement

6.1 The Clinic is a covered entity under HIPAA and is responsible for its own compliance, including its Notice of Privacy Practices, its workforce policies and its risk analysis.

6.2 Because the Device holds PHI for the Clinic, we sign a Business Associate Agreement ("BAA") with every Clinic before a Device is installed. The BAA is part of this Agreement.

6.3 We provide a ready-made section describing the Device for the Clinic's security risk analysis. The Clinic should include the Device in its own risk analysis and review it each year.

6.4 If we become aware of a security incident or breach involving PHI on a Device, we will notify the Clinic as the BAA requires. Notifications to patients, regulators or the media remain the Clinic's responsibility as the covered entity.

7. Telling patients and staff

7.1 Recording and privacy laws differ from state to state. The Clinic is responsible for making sure its use of the Device is lawful where the Device is installed, including giving any notice and obtaining any consent that law requires.

7.2 At minimum, the Clinic will: (a) keep the Device visible and never conceal it; (b) add the notice sentence we supply, or its own equivalent, to its Notice of Privacy Practices or intake form; and (c) add the staff notice we supply, or its own equivalent, to its workplace policies and, before it turns on Listen and correct with training mode, add to that notice that staff-only conversations may be shared with us to improve the product (5.6).

7.3 We supply template wording as a convenience. It is not legal advice, and the Clinic should have its own counsel confirm it for the Clinic's state.

8. Staff voice recognition

8.1 The Device can recognize the Clinic's staff by voice so that its reports show who handled what. It does this only for staff members who have enrolled, and it never builds a voice profile of a patient.

8.2 Some states regulate voice profiles as biometric information. Where the Device is installed in Illinois, Texas or Washington, or anywhere else a law requires it, the Clinic will obtain each staff member's written consent before that person enrolls, using the form we supply or its own. The Clinic will delete a staff member's voice profile when that person leaves or asks, and in any case within the time the law of the Clinic's state requires.

8.3 Audio shared under 5.6(b) contains staff voices. Where a law requires a person's consent before a recording of their voice is shared (Illinois, Texas and Washington among them), the Clinic will obtain each staff member's consent before turning on Listen and correct with training mode. A staff member may ask the Clinic to withdraw any shared conversation they are in, and the Clinic will do so under 5.6(d).

9. The patient-room setting

9.1 A Device set up for a patient room keeps no transcript, no audio and no pictures. It can show an alert to staff when a patient may need help.

9.2 The patient-room setting is assistive only. It is not a medical device, not a medical alarm, not a nurse-call system and not a substitute for staff observation or the Clinic's own patient-safety procedures. It may miss events and may raise alerts when nothing is wrong. The Clinic remains responsible for the care and supervision of its patients.

9.3 The Clinic will not point a camera at a restroom, a changing area or any place where a patient would reasonably expect not to be seen.

10. Software updates and service

10.1 We keep the Device's software current with updates that we sign.

10.2 We will make reasonable efforts to respond to a support request within one business day. Support is given without access to Clinic Data. If a Device's hardware fails, we repair or replace it.

10.3 The Service is not guaranteed to be uninterrupted. The Device may stop recording because of power loss, hardware failure, maintenance or other causes.

11. Access, PINs and security

11.1 The Clinic decides which Authorized Users may use the Device and what each may see, and is responsible for their actions. The Clinic will keep PINs confidential, give each person only the access they need, and remove access promptly when someone leaves.

11.2 The Device records each sign-in, view, setting change and update in an access record on the Device. The Clinic's privacy officer may review it at any time.

11.3 The Clinic will keep the Device in a reasonably secure place within its office, connect it only to a network the Clinic controls, and tell us promptly if a Device is lost, stolen or tampered with.

12. Care of the Device

12.1 The Clinic will use reasonable care with the Device and not open, modify, move off premises, sell, lend or dispose of it without our written consent. Normal wear is our risk; loss or damage caused by misuse, neglect or theft is the Clinic's.

12.2 The Clinic will give us reasonable access during its business hours to install, service, replace or collect the Device.

13. Acceptable use

The Clinic will not, and will not let anyone:

• use the Device to record anyone secretly, or hide or disguise it;
• use the Device in a restroom, changing area, or any space where recording is not lawful;
• use the Device or its output to diagnose, treat or make clinical decisions about a patient;
• use the Device to identify patients by voice or face;
• use the Device in violation of any law, including recording, wiretap, privacy, biometric, employment and anti-discrimination law;
• sell, license or otherwise commercialize recordings, transcripts or voice profiles;
• reverse engineer, decompile or copy the software, or bypass its security, except where the law expressly allows it despite this restriction; or
• move the Device to premises the Clinic does not control, or provide the Service to anyone else.

We may suspend the Service if we reasonably believe the Device is being used in breach of this Section, and will tell the Clinic why.

14. Your representations

The Clinic confirms that it will use the Device only for its own health care operations, that it has given or will give every notice and obtained every consent the law requires before the Device records, and that the information it gives us is accurate.

15. Warranties and disclaimers

15.1 We warrant that the Device will perform materially as we describe it during the term. If it does not, we will repair or replace it; if we cannot, either party may end the affected subscription and we will refund any fees paid in advance for the unused period. This is the Clinic's only remedy for a breach of this warranty.

15.2 Except for the warranty in 15.1, the Service 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 and non-infringement. We do not warrant that any transcription, voice recognition, report or alert will be complete or accurate, that the Device will detect every event, or that the Clinic's use of the Device will be lawful in any particular place.

15.3 Not a medical device. Medical Observer is not intended for diagnosis, treatment, monitoring of a medical condition or emergency response, and its output is not part of any patient's medical record. In an emergency, call 911.

15.4 Not legal advice. Templates and guidance we provide are for convenience and are not legal advice.

16. Limitation of liability

16.1 To the fullest extent the law allows, neither party will be liable to the other for any indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or goodwill, even if told they were possible.

16.2 To the fullest extent the law allows, our total liability arising out of or relating to this Agreement and the Service will not exceed the fees the Clinic paid us in the 12 months before the event giving rise to the claim, or $1,000 where the Clinic has paid no fees.

16.3 These limits do not apply to our obligations under the Business Associate Agreement to the extent that agreement provides otherwise, to the Clinic's obligations under Sections 7, 8, 13 and 17, or to liability that cannot be limited by law.

17. Indemnification

17.1 The Clinic indemnifies Golden Observer. The Clinic will defend, indemnify and hold harmless Golden Observer LLC and its members, managers, officers, employees, contractors, agents, successors and assigns (the "Golden Observer Parties") from and against any and all claims, demands, suits, investigations, audits, fines, penalties, losses, damages, judgments, settlements, costs and expenses, including reasonable attorneys' and experts' fees, arising out of or relating to:

1. the use of the Device or the Service by the Clinic or anyone the Clinic allows to use it;
2. Clinic Data, or any recording, transcript, report or alert, including any claim by a patient, visitor, staff member or other person who was recorded or whose information the Device holds;
3. any failure to give a notice or obtain a consent required by law, including recording, wiretap, eavesdropping, privacy and biometric laws;
4. the care, treatment, supervision or safety of any patient, including any reliance on, or failure to act on, an alert or report from the Device;
5. the Clinic's breach of this Agreement, the Business Associate Agreement or any signed Pilot Agreement or order form;
6. the Clinic's violation of any law, including HIPAA and state privacy, recording, employment and consumer-protection laws; or
7. the negligence or willful misconduct of the Clinic or its workforce.

This obligation does not cover a claim to the extent it is finally determined to have been caused by Golden Observer's gross negligence, willful misconduct or material breach of the Business Associate Agreement.

17.2 Our intellectual-property indemnity. We will defend and indemnify the Clinic against third-party claims that the Device's software, as we provide it, infringes a United States patent, copyright or trademark, except where the claim arises from a modification, combination or use we did not provide or authorize. If such a claim is made, we may modify or replace the software, obtain a license, or end the Clinic's use and refund fees paid in advance for the unused period. This is our entire obligation for infringement claims.

17.3 Procedure. The party seeking indemnity will notify the other promptly in writing (a delay excuses the indemnifying party only to the extent it is prejudiced), let it control the defense and settlement with counsel of its choice, and cooperate reasonably at the indemnifying party's expense. No settlement may admit fault on behalf of, or impose an obligation on, the indemnified party without its written consent. The Golden Observer Parties may take part in the defense with their own counsel at their own expense.

18. Ending the Agreement

18.1 This Agreement lasts for as long as the Clinic has a Device, a pilot or a subscription.

18.2 Either party may end this Agreement if the other materially breaches it and does not cure the breach within 30 days of written notice. We may suspend or end it at once for a breach of Section 13, or if fees remain unpaid 30 days after notice.

18.3 When it ends, the Clinic may keep a copy of its Clinic Data, in a format we will help it export. We will then erase the Device, give the Clinic a certificate of erasure, and collect the Device. Any Clinic Data the Clinic chooses to keep is the Clinic's to protect.

18.4 Sections 5, 6, 7, 13 through 17, 18.3, 19, 21 and 22 survive the end of this Agreement.

19. Intellectual property and confidentiality

19.1 We and our licensors keep all rights in the Device design, software, documentation and the Observer and Medical Observer names. Patents are pending. Nothing in this Agreement transfers them.

19.2 If the Clinic sends us suggestions, we may use them freely without obligation.

19.3 Each party will keep the other's non-public business information confidential and use it only for this Agreement. This does not apply to information that is public, already known, independently developed or lawfully received from someone else, or that must be disclosed by law after notice where lawful.

20. Using this website

20.1 Anyone may read observer.clinic. The site describes our products and is not an offer; a Clinic's terms are those in this Agreement and its signed documents.

20.2 The site sets no tracking cookies and has no user accounts. How it handles visitor information is described in our Privacy Notice.

20.3 Please do not send patient information to us by email or through this site. Visitors may not attempt to disrupt the site, probe it for weaknesses without our written permission, or copy its content for commercial use.

20.4 A visitor who misuses this site will indemnify the Golden Observer Parties against claims and costs, including reasonable attorneys' fees, arising from that misuse.

21. Governing law and binding arbitration

21.1 Governing law. This Agreement is governed by the laws of the State of Oregon, without regard to its conflict-of-law rules, and by applicable federal law. The Federal Arbitration Act (9 U.S.C. §§ 1–16) governs the interpretation and enforcement of this Section 21.

21.2 Talk first. Before starting arbitration, a party must send the other a written description of the dispute and the relief it wants, and the parties will try in good faith to resolve it for at least 30 days.

21.3 Mandatory binding arbitration. Any dispute, claim or controversy between the Clinic (or any visitor to this site) and any Golden Observer Party arising out of or relating to this Agreement, the Device, the Service, this website, or the relationship between them — including whether a dispute must be arbitrated, and claims in contract, tort, statute or otherwise — will be resolved exclusively by final and binding arbitration. The arbitration will be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules (or, for an individual visitor who is a consumer, its Consumer Arbitration Rules) in effect when the demand is filed, before one arbitrator. The seat of arbitration is Jackson County, Oregon; hearings may be held by video. The arbitrator's award is final, and judgment on it may be entered in any court with jurisdiction.

21.4 No class actions and no jury. Each party may bring claims against the other only in its individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding. The arbitrator may not consolidate claims of different clinics or persons or preside over any form of class or representative proceeding. Each party waives any right to a trial by jury.

21.5 Exceptions. Either party may (a) bring an individual claim in small-claims court within that court's limits, and (b) seek a temporary restraining order or preliminary injunction in a court to protect intellectual property, confidential information or the Device, or to stop a violation of Section 13, pending arbitration.

21.6 Costs. Filing and arbitrator fees are paid as the AAA rules provide. Each party pays its own attorneys' fees, unless the arbitrator finds a claim or defense frivolous or a statute requires otherwise.

21.7 Confidential. The arbitration, and any award, is confidential except as needed to enforce the award or as the law requires.

21.8 Time limit. To the extent the law allows, any claim must be brought within one year after it arises, or it is permanently barred.

21.9 If part of this Section fails. If the class-action waiver in 21.4 is found unenforceable for a claim, that claim alone will proceed in the state or federal courts located in Jackson County, Oregon, after the arbitrable claims are decided; the rest of this Section still applies. Any claim not subject to arbitration will be brought only in those courts, and each party consents to their jurisdiction.

21.10 Nothing in this Section limits a person's right to file a complaint with, or cooperate with, a government agency such as the U.S. Department of Health and Human Services Office for Civil Rights.

22. General terms

22.1 Changes. We may update this Agreement. We will post the new version here with its effective date and tell each Clinic by email at least 30 days before a change that affects it takes effect. A change to fees or to the handling of Clinic Data applies to a Clinic only with its written agreement or at its next renewal.

22.2 Entire agreement. This Agreement, the BAA, and any signed Pilot Agreement or order form are the entire agreement between the parties on this subject.

22.3 Assignment. Neither party may assign this Agreement without the other's consent, except to a successor to substantially all of its business that agrees in writing to be bound by it, including the BAA.

22.4 Other terms. If any part of this Agreement is unenforceable, the rest remains in effect. A delay in enforcing a right is not a waiver. Neither party is liable for delay caused by events beyond its reasonable control. The parties are independent contractors. Notices must be in writing and may be given by email to the addresses in the signed documents.

23. Contact

Golden Observer LLC · Ashland, Oregon · [email protected]