Terms of Use

1. Introduction

By accessing or using the Soulside platform ("Platform") at soulside.ai, including any associated web application, integrations, browser extensions, or related services made available by Soulside, Inc. ("Soulside," "we," "us"); you confirm that you have read, understood, and agree to be bound by these Terms of Use ("Terms") and acknowledge our Privacy Policy, which is incorporated herein by reference as described below.

These Terms apply to authorized employees, contractors, and clinical staff ("Authorized Users") who access the Platform on behalf of a licensed behavioral health organization that has executed a Master Services Agreement with Soulside ("Customer"). If you are accepting these Terms on behalf of an organization, you represent that you have the authority to bind that organization.

Your organization's access to and use of the Platform is also governed by a Master Services Agreement ("MSA"), any applicable System Service Order or similar ordering document, and, where applicable, a Business Associate Agreement ("BAA") between Soulside and your organization. The MSA, applicable order document, and BAA govern your organization's subscription, payment obligations, data rights, PHI obligations, service commitments, termination rights, and other commercial terms. In any conflict between these Terms and the MSA, applicable order document, or BAA, the MSA, applicable order document, or BAA, as applicable, will control. If your organization does not have an active agreement with Soulside authorizing use of the Platform, you may not access or use the Platform.

Soulside reserves the right to modify these Terms at any time. Material changes will be communicated to your organization's designated contact by email or by notice within the Platform. Continued use of the Platform after the effective date of any update constitutes acceptance of the revised Terms. If a change is not acceptable to you, your organization may discontinue use and terminate the subscription in accordance with the MSA. No update to these Terms will amend, supersede, or modify the MSA, any applicable order document, or any BAA unless expressly agreed in writing by the parties in accordance with those agreements.‍

2. About the Platform

Soulside is a B2B SaaS company. We provide a cloud-based AI clinical documentation and chart audit platform exclusively to licensed behavioral health organizations and their authorized staff. The Platform is a professional tool, not a consumer product, and it is not available to patients or members of the public.

The Platform is designed to assist licensed clinicians in generating AI-assisted session notes, treatment plans, intake summaries, discharge summaries, and related clinical documentation ("AI Documentation"). The Platform also provides chart audit tools that support quality assurance and compliance workflows within behavioral health organizations. Where enabled under the applicable order document, the Platform may also provide analytics, supervision, group documentation, attendance, engagement, sentiment, authorization-support, reimbursement-support, and related workflow-support features. Together, these capabilities are referred to in these Terms as the "Services".

Soulside is not an Electronic Health Record (EHR) system.

The Platform does not serve as your organization's clinical system of record. AI Documentation generated on the Platform is a draft, and it must be reviewed, edited, and approved by a licensed clinician before it is used in patient care, transferred to an EHR, or incorporated into any official patient record. The Platform may support transfer, export, integration, browser-extension workflows, or other interoperability features with your EHR or other systems as described in the applicable MSA or order document, but your organization remains solely responsible for reviewing, approving, transferring, storing, maintaining, and preserving complete and accurate records in its designated EHR or other official system of record. Soulside does not replace your EHR recordkeeping or medical-record retention obligations, or any other related legal obligations to maintain complete and accurate patient records.

Soulside is waived from any liability arising from billing, coding, or payer engagement.  To the maximum extent permitted by applicable law and subject to the MSA and BAA, Customer and each Authorized User waive and release Soulside from any liability arising from or relating to any coding decision, billing decision, claim submission, reimbursement determination, authorization request, medical necessity determination, payer communication, denial, audit, recoupment, clawback, underpayment, nonpayment, overpayment, or other revenue-cycle, billing, coding, or payer-related action or omission based on, relating to, or allegedly resulting from use of, reliance on, or failure to review any Platform output.

Soulside does not provide clinical advice. The Platform does not offer diagnoses, treatment recommendations, or clinical decision support. All clinical judgments, care decisions, and professional responsibilities remain exclusively with the licensed clinician delivering care and the Customer organization. To the maximum extent permitted by applicable law and subject to the MSA and BAA, Soulside disclaims and shall have no responsibility or liability for any clinical decision, diagnosis, treatment recommendation, treatment plan, patient outcome, adverse event, professional judgment, documentation decision, coding or reimbursement decision, or other act or omission of any clinician, Customer, Authorized User, or healthcare provider arising from or relating to use of, reliance on, or failure to review any Platform output.

3. Privacy

Your privacy and the privacy of your patients are important to us. Our Privacy Policy (available at soulside.ai/privacy) describes how Soulside collects, uses, and protects personal information relating to soulside.ai, account administration, website visitors, and other non-PHI information. The Privacy Policy is incorporated into these Terms by reference for informational purposes regarding Soulside's privacy practices.

The Privacy Policy does not govern Protected Health Information. PHI processed on the Platform is governed exclusively by the BAA between Soulside and your organization, and by applicable requirements under HIPAA. Patients seeking information about how their health data is handled should contact their healthcare provider directly.

4. User Accounts

To access the Platform, Authorized Users must be provisioned with login credentials by their organization. You are solely responsible for maintaining the confidentiality of your credentials including any password, access token, or single sign-on integration, and for all activities conducted under your account. Soulside shall have no liability for any loss or harm resulting from your failure to protect your credentials.

You must promptly notify your organization's administrator and contact Soulside at security@soulside.ai if you believe your credentials have been compromised, that unauthorized access to your account has occurred, or that a security incident affecting Platform data may have taken place. Timely reporting is important to limit any potential harm.

You agree not to share your credentials with any other individual, allow any other person to access the Platform under your account, or create accounts on behalf of others without authorization. Your organization is responsible for maintaining an accurate list of Authorized Users, ensuring that only appropriate individuals have access, and revoking credentials promptly when an employee, contractor, or staff member departs or changes roles.

5. Use of Services

You may use the Platform only for lawful purposes, in accordance with these Terms, your organization's MSA, and any applicable order document, and solely in connection with your organization's internal clinical documentation, chart audit, and related activities authorized under the MSA or applicable order document. Unauthorized or prohibited use of the Platform may result in immediate suspension or termination of access and may give rise to legal claims.

You agree not to, and shall not permit any third party to, directly or indirectly:

1. Use the Platform for any purpose other than what's authorized under the MSA or applicable order document.
2. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying algorithms, or AI models of the Platform.
3. Modify, translate, or create derivative works based on the Platform, its software, or any of its components.
4. Rent, lease, sell, sublicense, assign, or otherwise transfer your access rights to the Platform to any third party.
5. Use the Platform to build, evaluate, or develop a competing product or service, or copy any feature, function, or design element of the Platform for competitive purposes.
6. Publish or disclose to third parties any benchmarking, performance evaluation, or competitive analysis of the Platform without Soulside's prior written consent.
7. Upload or input content that is unlawful, harmful, defamatory, obscene, fraudulent, or that infringes any third party's intellectual property, privacy, or other rights.
8. Attempt to gain unauthorized access to any other user account, system, database, or network connected to the Platform.
9. Circumvent, disable, or interfere with any security, authentication, rate-limiting, or access-control features of the Platform.
10. Use automated tools, bots, scripts, or scrapers to access, query, or extract data from the Platform without Soulside's prior written consent.
11. Remove or alter any proprietary notice, trademark, or branding present in or on the Platform.

The above list is not exhaustive. Soulside reserves the right to determine, in its reasonable judgment, whether any use of the Platform violates these Terms, and to take appropriate action, including suspension of access, without prior notice.

6. AI Documentation - Accuracy and Human Review

The Platform uses artificial intelligence and machine learning including proprietary models and thirdparty AI services to process clinical audio, generate transcripts, and produce structured clinical documentation ("AI Documentation"). By using the Platform, you acknowledge that AI-generated outputs are inherently probabilistic. The accuracy, completeness, and clinical appropriateness of AI Documentation will vary depending on audio quality, session context, clinician input, and the current limitations of AI technology. Outputs may be incomplete, inaccurate, inconsistently worded, or otherwise require material modification before they are clinically appropriate.

All AI Documentation produced through the Platform must be reviewed, edited, and approved by a licensed clinician before:

it is used in connection with patient care or clinical decision-making; it is transferred to, stored in, or submitted through any EHR system; it becomes part of any official patient record; or it is submitted for any regulatory, legal, administrative, or reimbursement purpose.

Customer is solely responsible for establishing and enforcing the review, approval, transfer, and use of all AI-generated outputs and AI Documentation. Soulside does not accept responsibility for clinical errors, documentation inaccuracies, regulatory violations, or adverse patient outcomes arising from AI Documentation that is used without adequate human review and approval. The licensed clinician using the Platform retains full professional and legal responsibility for the accuracy, completeness, and appropriateness of all documentation, including the AI Documentation, associated with the care they provide. Nothing in the Platform's outputs constitutes clinical advice, a diagnosis, or a treatment recommendation.

Soulside will make reasonable efforts to maintain service availability. However, the Platform may from time to time experience temporary interruptions due to maintenance, technical issues, or circumstances outside our control. Soulside does not guarantee uninterrupted availability and, to the extent permitted by applicable law, is not liable for service interruptions. Planned maintenance windows will be communicated where practicable. The Platform is not intended to replace your organization's EHR, official system of record, or a backup archival service for a legally required record retention system. Your organization is responsible for downloading and retaining records or documentation you may require once they have been made available to you, subject to Soulside's data export, retention, retrieval, and deletion obligations under the MSA and, with respect to PHI, the BAA.

7. Protected Health Information

Where Soulside processes Protected Health Information ("PHI") on behalf of a Customer, such processing is governed by the BAA between Soulside and the Customer and, to the extent applicable, HIPAA. These Terms do not alter, limit, or supersede the BAA. PHI should not be submitted to or processed through the Platform unless the Customer has an executed BAA with Soulside.

The BAA defines Soulside's obligations as a Business Associate under HIPAA, including data security safeguards, breach notification timelines, restrictions on PHI use and disclosure, and subcontractor oversight. Authorized Users should consult their organization's privacy and compliance team for guidance on handling PHI within the Platform consistent with HIPAA and applicable state law.

8. Intellectual Property

Soulside and its licensors retain all rights, title, and interest in and to the Platform, including its software, AI models, transcription technology, interfaces, documentation, and any enhancements or improvements thereto. All intellectual property rights not expressly granted to you under these Terms, your MSA, or applicable order document are reserved by Soulside. Your use of the Platform does not grant you any rights in Soulside's intellectual property beyond the limited access license set out in your MSA and applicable order document.

Your organization retains all rights in Customer Data, including clinical content, session recordings, transcripts, and final approved AI Documentation, subject to the MSA and BAA. Soulside may access, use, store, process, transmit, and disclose Customer Data only as permitted under the MSA, applicable order document, and BAA.  Soulside will not sell, assign, or otherwise transfer your content to any third party without your prior written consent, except as required by law or as described in the Privacy Policy, the MSA or BAA.

If you provide feedback, comments, or suggestions regarding the Platform ("Feedback"), Soulside may use that Feedback without restriction or compensation. Feedback will not be treated as confidential by Soulside unless expressly agreed otherwise in writing. For detailed IP provisions, fee arrangements, and license terms, refer to your MSA.

9. Third-Party Links and Integrations

The Platform or soulside.ai may include links to third-party websites, or the Platform may integrate with third-party services your organization uses (such as EHR systems or scheduling tools). These links and integrations are provided for convenience and do not constitute an endorsement, authorization, or representation of affiliation by Soulside.

Soulside is not responsible for the availability, accuracy, content, privacy practices, or terms of use of any third-party website or service. When you access a third-party site or activate a third-party integration, you do so subject to that third party's own terms and policies, which you should review independently. Soulside strongly recommends that you take appropriate precautions when exchanging data with external services, particularly where PHI may be involved. Soulside's obligations with respect to any EHR integration, browser extension, data transfer, or third-party system workflow are limited to those expressly set forth in the applicable MSA or order document.

10. Changes to the Platform and These Terms

Soulside reserves the right to modify, update, or discontinue the Platform or any feature of the Platform at any time, with or without prior notice, and without liability, subject to the MSA, applicable order document or applicable law. Soulside will make reasonable efforts to communicate planned maintenance or material service changes in advance. You understand and agree that Soulside has no obligation to maintain, support, or continue delivering any specific feature or function of the Platform beyond what is set out in your MSA or applicable order document.

Soulside may update these Terms at any time. Material changes will be communicated to your organization's designated contact by email or by notice within the Platform, and the revised Terms will bear an updated effective date. Continued use of the Platform after that date constitutes acceptance of the updated Terms. If a modification is not acceptable to you, your sole remedy is to discontinue use of the Platform and, if applicable, terminate the subscription in accordance with your MSA. No update to these Terms will amend, supersede, or modify the MSA, any applicable order document, or any BAA unless expressly agreed in writing by the parties in accordance with those agreements.

11. Termination

These Terms remain effective for as long as your organization has an active MSA with Soulside. Termination of the MSA, for any reason, results in the concurrent termination of all Authorized User access to the Platform. Your organization's rights and obligations upon termination including any data retrieval, deletion, and transition assistance are governed exclusively by the MSA and, with respect to PHI, the BAA.

Soulside reserves the right to suspend or terminate an individual Authorized User's access if Soulside reasonably determines that the user has violated these Terms, the MSA, applicable law, or poses a security, privacy, operational, or legal risk to the Platform, Customer, patients, Soulside, or third parties. Where practicable and legally permissible, Soulside will notify Customer of such suspension or termination. Soulside shall not be liable to you or your organization for any suspension or termination of access carried out in accordance with these Terms.

Upon termination of your access, you must immediately cease all use of the Platform and delete or return any Platform materials in your possession, as directed by your organization. Provisions of these Terms that by their nature should survive termination including those related to intellectual property, acceptable use, and governing law will continue to apply.

12. Governing Law

These Terms, and any dispute arising under or in connection with them, are governed by the governing law provisions set forth in the MSA between Soulside and the applicable Customer. Any dispute arising out of or relating to these Terms or use of the Platform will be resolved in accordance with the disputeresolution procedures, arbitration provisions, venue provisions, jury trial waiver, attorneys' fees provisions, and equitable relief rights set forth in the MSA. To the extent a dispute arises out of or relates to the use, disclosure, security, or privacy of PHI under the BAA, the BAA's dispute-resolution and governing-law provisions shall apply.

If no MSA dispute-resolution provision applies to a particular dispute, then these Terms and any dispute arising under or in connection with them will be governed by the laws of the State of Delaware, without regard to conflict-of-law principles. In that case, any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, or the Services shall be resolved by binding arbitration administered by JAMS in accordance with its then-current Comprehensive Arbitration Rules and Procedures. The arbitration shall be conducted by a single arbitrator. The seat and venue of the arbitration shall be Wilmington, Delaware, unless the parties agree otherwise in writing. The arbitration shall be conducted in English. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section limits either party's right to seek temporary, preliminary, or permanent injunctive or other equitable relief from any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

Any jury trial waiver, attorneys' fees provision, or equitable relief right applicable under the MSA applies equally to disputes arising under these Terms.

13. Miscellaneous

Entire Agreement. These Terms govern Authorized Users' use of the Platform and supplement the MSA, applicable order document, and BAA between Soulside and Customer. These Terms do not supersede or modify the MSA, applicable order document, or BAA. In the event of conflict, the MSA, applicable order document, or BAA controls as set forth above.

Liability. To the maximum extent permitted by applicable law, these Terms do not create any liability for Soulside beyond the liability, if any, expressly assumed by Soulside under the MSA or, with respect to PHI, the BAA. Any and all claims, liabilities, losses, damages, costs, or expenses arising out of or relating to these Terms, the Platform, any Platform output, or any Authorized User's access to or use of the Platform are subject to the disclaimers, exclusions, limitations of liability, liability caps, super-caps, damages waivers, and other limitations and defenses set forth in the MSA and, with respect to PHI, the BAA.

Severability. If any provision of these Terms is found to be invalid, unenforceable, or in conflict with applicable law, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

No Waiver. Soulside's failure to enforce any provision of these Terms at any time does not constitute a waiver of its right to enforce that provision in the future.

Independent Contractors. No agency, partnership, joint venture, or employment relationship is created between Soulside and any Customer or Authorized User by virtue of these Terms or the use of the Platform.

Force Majeure. Neither party shall be in default for any failure to perform its obligations under these Terms if that failure is caused by circumstances beyond its reasonable control, including acts of God, government action, natural disasters, internet or telecommunications outages, or third-party cybersecurity incidents.

Equitable Relief. You acknowledge that a breach or threatened breach of the provisions of these Terms relating to intellectual property or confidentiality may cause Soulside irreparable harm for which monetary damages would be an inadequate remedy. Soulside may seek injunctive or other equitable relief from any court of competent jurisdiction without being required to post bond or other security.

14. Contacts

For privacy questions or requests, please contact us via email at security@soulside.ai.
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Last updated: August, 2026