Sapience Med
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End User License Agreement

Effective date: 2026-05-18 (initial version 2026-05-07) Licensor: Sapience Systems LLP, an English limited liability partnership (LLP No. OC454938), registered office at Stoney Works, 8 Stoney Lane, London SE19 3BD, United Kingdom Software: Sapience Med (the "Software")

This End User License Agreement ("Agreement") is a legal agreement between you ("Licensee", "you") and Sapience Systems LLP ("Sapience", "we", "us") for the use of Sapience Med, a voice-dictation desktop application.

This Agreement governs the software license. The subscription that authorizes that license — billing, automatic renewal, refunds, cancellation, acceptable use of the broader Sapience Med Offering — is governed by our Terms of Service, which is incorporated into this Agreement by reference. The handling of personal information is described in our Privacy Policy. In the event of inconsistency between this Agreement and the Terms of Service, the Terms of Service control as to subscription, billing, refunds, and cancellation; this Agreement controls as to the technical scope of the software license and the warranty disclaimers.

By installing, copying, or using the Software, you agree to the terms of this Agreement. If you do not agree, do not install or use the Software.

1. Grant of license

Subject to your compliance with this Agreement, the Terms of Service, and your timely payment of all applicable fees, Sapience grants you a non-exclusive, non-transferable, revocable license to install and use the Software on the number of devices equal to the number of seats you have purchased. Each seat authorizes one named clinician to use the Software on one device at a time. You may not share a single seat across multiple clinicians.

You may move your installation to a new device by uninstalling from the prior device and emailing team@sapience.systems to deactivate the prior license binding. License re-binding to a new device is processed within one (1) U.K. business day.

2. Trial

A 14-day free trial is available without payment. Trial features are identical to the paid version. At the end of the trial period, dictation features stop functioning until a license key is activated. The license-validation behavior described in §6 Updates and license validation applies during both the trial and the paid term.

3. Restrictions

You may not:

  • Reverse-engineer, decompile, or disassemble the Software, except where this restriction is prohibited by applicable law
  • Modify, adapt, or create derivative works of the Software
  • Resell, sublicense, rent, or distribute the Software
  • Remove or alter copyright, trademark, or other proprietary notices
  • Use the Software in violation of any law or regulation
  • Use the Software to commit fraud, harass, defame, or violate the privacy of any individual, including patients

4. Privacy and clinical content — important

This is the most important section of this Agreement and you should read it carefully.

4.1 No transmission of clinical content

The Software is architected so that patient audio, transcripts, and any clinical content remain on your device. Sapience does not create, receive, maintain, or transmit Protected Health Information (as defined under HIPAA, 45 CFR § 160.103) on your behalf when you use the Software as designed.

4.2 No Business Associate relationship

Because Sapience does not handle PHI on your behalf, Sapience is not a Business Associate of you, your clinic, or any covered entity for which you work, as those terms are defined under 45 CFR § 160.103. Accordingly, no Business Associate Agreement is required between you and Sapience for use of the Software.

If your clinic's compliance program nevertheless requires a written contract reflecting our role, we offer a Limited-Scope Vendor Agreement that codifies the no-PHI architecture. Contact us to request the template.

4.3 Your responsibilities as Covered Entity (or Business Associate of one)

You retain all of your own HIPAA Privacy Rule, Security Rule, and Breach Notification Rule obligations as a Covered Entity (or as a Business Associate of one). The Software is one tool among many on your device; the device, the operating system, the disk encryption, the screen-lock policy, your patient consent process, your training program, your audit-log maintenance, and your incident-response plan all remain your responsibility.

4.4 What you must not send to Sapience

You agree not to send Sapience patient audio, transcripts, clinical notes, or any other Protected Health Information for any reason. This includes, but is not limited to, support correspondence, bug reports, feedback, and product-improvement suggestions.

If you must illustrate an issue with example content, redact all patient identifiers (names, dates of birth, conditions, dates of service, contact information, and any other identifier described in the HIPAA Safe Harbor de-identification standard) before sending.

If you send Protected Health Information to Sapience despite this clause, Sapience will delete the content immediately upon recognizing it, document the deletion, and notify you. Sapience will not retain, store, transmit, or process such content.

4.5 Local data on your device

The Software stores small JSON files on your local filesystem (dictionary, corrections, snippets, settings, license, usage counter). These files are under your control. You are responsible for backing them up if you wish, and for securely deleting them upon uninstallation if your clinic policy requires it. The Software provides an in-application "delete all local data" function for this purpose.

5. Software license, not a sale

The Software is licensed, not sold. Sapience retains all right, title, and interest in the Software, including all intellectual property rights. Nothing in this Agreement transfers ownership.

6. Updates and license validation

Sapience may, but is not obligated to, provide updates, patches, or new versions of the Software. Updates may be required for continued operation. When the auto-updater is enabled in a future version of the Software, updates will be delivered as cryptographically signed binaries verified locally on your device before installation. Until then, updates are distributed manually via download from downloads.sapience.systems.

The Software performs periodic license-validation calls to license.sapience.systems to confirm that your subscription is still active. The validation request transmits the license-key identifier, a salted one-way HMAC of your device identifier, the Software version, and the operating-system architecture. It does not transmit audio, transcripts, dictionary contents, snippet contents, clinical content of any kind, or anything derived from clinical content. Full details are in the Privacy Policy §4.3 and the HIPAA Architecture Brief §4.4.

Sapience will not deliver an update that materially changes the data-handling architecture of the Software (specifically, the no-PHI-transmission architecture described in §4.1) without first publishing a revised version of this Agreement, a revised Privacy Policy, and a revised HIPAA Architecture Brief, and giving active licensees at least 30 days' advance notice by email.

7. Term and termination

This Agreement is effective until terminated. It terminates automatically if you fail to comply with any of its terms. You may terminate by uninstalling the Software and ceasing all use. Sapience may terminate, with reasonable notice, if you breach this Agreement or fail to pay fees due. Upon termination, you must uninstall the Software.

Sections that by their nature survive termination (including §3 Restrictions, §4 Privacy and clinical content, §8 Disclaimer of warranties, §9 Limitation of liability) survive.

8. Disclaimer of warranties

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF TRANSCRIPTION, OR NON-INFRINGEMENT.

THE SOFTWARE IS NOT A MEDICAL DEVICE. IT DOES NOT DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE OR CONDITION. CLINICAL DECISIONS REMAIN YOUR PROFESSIONAL RESPONSIBILITY. YOU MUST REVIEW ALL TRANSCRIBED OUTPUT FOR ACCURACY BEFORE USING IT IN A CLINICAL RECORD.

9. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SAPIENCE'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE GREATER OF (A) THE AMOUNT YOU PAID FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100). THIS CAP IS THE SAME CAP STATED IN THE TERMS OF SERVICE; THE CUMULATIVE LIABILITY ACROSS THIS AGREEMENT AND THE TERMS OF SERVICE IS NOT ADDITIVE.

IN NO EVENT WILL SAPIENCE BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST DATA, OR PROFESSIONAL LIABILITY ARISING FROM CLINICAL DECISIONS BASED ON TRANSCRIBED OUTPUT, EVEN IF SAPIENCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

These limitations apply regardless of the legal theory (contract, tort, statute, or otherwise) and regardless of whether a remedy fails of its essential purpose.

Some jurisdictions do not allow the exclusion or limitation of certain damages; in those jurisdictions, the limitations above apply only to the maximum extent permitted by law.

10. Indemnification

You agree to indemnify and hold harmless Sapience from any third-party claim arising from your use of the Software in violation of this Agreement, including without limitation any claim that your use violated HIPAA, GDPR, or any other privacy or healthcare law.

11. Governing law and disputes

This Agreement is governed by the laws of England and Wales, without regard to conflict-of-laws principles. The exclusive forum for any dispute is the courts of England and Wales, except that you may also bring small-claims actions in your local jurisdiction where permitted.

12. Entire agreement

This Agreement, together with any additional written agreement signed between you and Sapience (including any Limited-Scope Vendor Agreement or order form), is the entire agreement between you and Sapience regarding the Software.

13. Contact

Sapience Systems LLP Stoney Works 8 Stoney Lane London SE19 3BD United Kingdom Limited Liability Partnership No. OC454938

Email: team@sapience.systems

By installing or using Sapience Med, you acknowledge that you have read and agreed to the terms of this Agreement.