Solliva Physician End User Terms of Use

Version 1.0 | Effective September 18, 2026 | Supersedes all prior versions

These End User Terms of Use (these "Terms") are a binding agreement between you — the individual physician, advanced practice provider, nurse, pharmacist, care manager, care navigator, medical assistant, coder, billing professional, or administrator using the Solliva Physician application — and Solliva LLC, a Florida limited liability company located at 7901 4th Street N STE 300, St. Petersburg, Florida 33702 ("Solliva"). You have access to the Solliva Physician application and administrative platform (the "Platform") because a healthcare organization — your employer, the organization you contract with, or a care management company serving your practice (your "Organization") — has entered into a Platform License Terms agreement and a business associate agreement with Solliva (together, the "License Agreement") and has provisioned an account for you. These Terms govern your individual use. The License Agreement governs the commercial relationship between Solliva and your Organization; you are not a party to it, and nothing you accept here modifies it.

1. Definitions

"AI Features" means Platform features that use artificial intelligence or machine learning, including generation of draft summaries. "Authorized User" means an individual whose account has been provisioned by an Organization under a current License Agreement. "PHI" means protected health information as defined at 45 C.F.R. § 160.103. "Privacy Policy" means the Solliva Physician Privacy Policy presented with these Terms. Other capitalized terms are defined where they first appear.

2. Acceptance and Relationship to the License Agreement

2.1 Acceptance. You accept these Terms and the Privacy Policy by clicking to accept when they are presented at your first login, and you re-accept any materially updated version when it is presented. If you do not accept, you may not use the Platform; tell your Organization’s administrator. Solliva records the date, time, version, and account associated with each acceptance and maintains that record as evidence of your assent. 2.2 Condition of access. Your right to use the Platform exists only while (a) your Organization’s License Agreement is in effect, (b) your Organization maintains your account, and (c) you comply with these Terms. If any of those ends, your access ends, in some cases without advance notice to you. 2.3 Order of precedence. As between Solliva and your Organization, the License Agreement controls. As between Solliva and you, these Terms control your personal obligations. The business associate agreements control the handling of PHI over both. Your Organization’s own policies also govern your conduct; where its policies are stricter than these Terms, follow its policies. 2.4 Unauthorized access. If you access the Platform on behalf of an entity that has no License Agreement with Solliva, or after your account should have been deactivated, you are not an Authorized User, you have no license, and you are personally responsible for that access. 2.5 Changes. Solliva may update these Terms. Material changes will be presented for acceptance at login or announced at least thirty (30) days in advance. Continued use after the effective date constitutes acceptance. No change applies retroactively to a claim of which Solliva had actual notice before the change took effect.

3. Your Account and Credentials

3.1 Individual credentials. Your account is yours alone. Never share your credentials, never use another person’s account, and never allow anyone — including a colleague or supervisor — to work under your login. Shared or generic accounts are prohibited. 3.2 Security practices. Use a strong, unique password; enable multi-factor authentication where offered; lock or log out of any device you step away from; and use the Platform only on devices and networks your Organization permits. 3.3 Compromise reporting. If you know or suspect that your credentials or a device with Platform access has been compromised, lost, or stolen, report it to your Organization and to Solliva at contact@solliva.com without delay and in no event later than twenty-four (24) hours after discovery. 3.4 Accuracy of your profile. Keep your professional information — name, role, credentials, license status — accurate, and notify your Organization promptly of any change, including any restriction, suspension, surrender, or lapse of a professional license or any exclusion from a federal or state healthcare program.

4. Professional Status and Independent Judgment

4.1 Your credentials. You represent that you hold, and will maintain while using the Platform, every license, certification, and registration required for the activities you perform through it; that those activities are within your scope of practice under the law of the state where the patient is located; and that you are not excluded, debarred, or suspended from participation in any federal or state healthcare program. You will stop using the Platform and notify your Organization immediately if any of these ceases to be true. 4.2 Independent judgment. THE PLATFORM DOES NOT PRACTICE MEDICINE, NURSING, OR ANY OTHER PROFESSION, AND NOTHING IN IT — NO TEMPLATE, FIELD, WORKFLOW, NOTE, TIME ENTRY, OR AI OUTPUT — IS MEDICAL ADVICE, A CLINICAL RECOMMENDATION, OR A STANDARD OF CARE. YOU MUST EXERCISE YOUR OWN INDEPENDENT PROFESSIONAL JUDGMENT IN EVERY USE OF THE PLATFORM, AND YOU MUST INDEPENDENTLY VERIFY INFORMATION DISPLAYED IN IT BEFORE RELYING ON IT FOR ANY CLINICAL OR ADMINISTRATIVE PURPOSE. 4.3 No supervision by Solliva. Solliva does not employ, supervise, or direct you, and is not responsible for your clinical or professional decisions. Your professional accountability runs to your patients, your licensing board, and your Organization.

5. Patient Information: Your Duties

5.1 Access only for your work. Access, view, use, and disclose patient information only as needed to perform your assigned duties, consistent with the minimum necessary standard at 45 C.F.R. § 164.502(b) and your Organization’s policies. Accessing the record of any patient — including a family member, a colleague, a public figure, or yourself — without a work-related reason is prohibited, is logged, and may violate federal and state law, including the criminal provisions of 42 U.S.C. § 1320d-6. 5.2 No extraction. Do not download, export, copy, photograph, screenshot, or transmit patient information outside the Platform except through documented Platform features and as your Organization’s policies permit. 5.3 Incident reporting. Report any suspected or actual unauthorized access, use, or disclosure of patient information to your Organization immediately, and cooperate with any resulting investigation. 5.4 Sensitive categories. Follow your Organization’s instructions regarding records subject to heightened protection, including substance use disorder records under 42 C.F.R. Part 2, reproductive health information, and records protected by state mental health, HIV, or genetic privacy statutes. 5.5 Survival. Your obligations under this Section continue after your account is deactivated and after these Terms terminate.

6. AI Features

6.1 Nature of AI output. AI FEATURES CAN PRODUCE OUTPUT THAT IS INACCURATE, INCOMPLETE, INTERNALLY INCONSISTENT, OUTDATED, OR FABRICATED, INCLUDING OUTPUT THAT LOOKS AUTHORITATIVE BUT IS NOT SUPPORTED BY THE UNDERLYING RECORD. AI OUTPUT IS A DRAFT. IT IS NOT A CLINICAL NOTE, NOT AN ATTESTATION, AND NOT DOCUMENTATION OF ANY KIND UNTIL YOU HAVE REVIEWED IT IN FULL AGAINST THE SOURCE RECORD, CORRECTED IT, AND ADOPTED IT. 6.2 Mandatory review and attestation. Before you enter AI-generated content into a medical record, rely on it clinically, disclose it to a patient, or use it to support a claim, you must (a) review it against the source documentation, (b) edit it as necessary, and (c) attest to its accuracy. When you adopt AI-generated content, you are its author for all professional, licensure, evidentiary, and reimbursement purposes, exactly as if you had written it yourself. 6.3 Prohibited reliance. Do not use AI output as the sole basis for any diagnostic or treatment decision, and do not represent AI output as having been humanly authored when it was not, where a disclosure obligation applies under your Organization’s policies or applicable law. 6.4 Report problems. If an AI Feature produces output that is clinically dangerous, systematically inaccurate, or biased, report it to your Organization and to Solliva at contact@solliva.com.

7. Documentation Integrity

7.1 Truthful records. Every note, entry, and attestation you make in the Platform must be accurate and truthful. Do not enter false or fabricated information, and do not backdate, alter, or falsify any record. 7.2 Time entries. Time entries must reflect time actually spent on the recorded activity. The Platform’s time capture is a recordkeeping tool; it does not verify your entries, and it does not determine whether any service is billable. You understand that records you create may support claims submitted to Medicare, Medicaid, and other payers, and that knowingly false records or statements can create personal liability under the False Claims Act, 31 U.S.C. §§ 3729–3733, and analogous laws, in addition to your Organization’s exposure. 7.3 Not billing advice. Nothing in the Platform is billing, coding, compliance, or legal advice. Codes, descriptors, and thresholds displayed in the Platform are illustrative only. Direct billing questions to your Organization.

8. No Emergency Monitoring

8.1 Not monitored. THE PLATFORM IS NOT MONITORED BY SOLLIVA FOR URGENT FINDINGS, DETERIORATION, DRUG INTERACTIONS, SUICIDALITY, ABUSE OR NEGLECT, OR ANY OTHER SAFETY SIGNAL, AND SOLLIVA HAS NO DUTY TO DETECT OR ESCALATE ANY SUCH MATTER. PATIENT SUBMISSIONS — INCLUDING, WHEN THAT FEATURE IS ENABLED, PATIENT-GENERATED AI SUMMARIES — ARE UNVERIFIED PATIENT-REPORTED INFORMATION AND ARE NOT TRIAGED BY SOLLIVA. 8.2 Follow your protocols. Follow your Organization’s policies for reviewing patient submissions and for escalation of urgent findings, and use your Organization’s established channels — not the Platform — for emergencies. Mandatory reporting obligations, including for communicable disease and suspected abuse or neglect, remain yours and your Organization’s under applicable law. 8.3 Downtime. The Platform may be unavailable at times. Know and follow your Organization’s downtime procedures so patient care and documentation can continue.

9. Acceptable Use

9.1 You will not: (a) use the Platform for any purpose other than performing your duties for your Organization and its patients; (b) share credentials, use another person’s account, or circumvent access controls, tenancy separation, security features, or usage metering; (c) reverse engineer, decompile, or attempt to derive the Platform’s source code, models, weights, prompts, or architecture; (d) use the Platform or its outputs to build, train, evaluate, or benchmark any competing product or artificial intelligence model, or publish performance evaluations of the Platform without Solliva’s prior written consent; (e) scrape, crawl, bulk-export, or use automated tools to extract data beyond documented features; (f) introduce malicious code, or conduct security testing without Solliva’s prior written authorization; (g) remove or alter proprietary notices; or (h) use the Platform in violation of any law or of your Organization’s policies. 9.2 Enforcement. Solliva and your Organization may investigate suspected violations. Solliva may suspend or terminate your account, and your Organization may take its own action, for conduct that violates these Terms or creates legal, security, or patient safety risk.

10. Monitoring and Audit Logs

10.1 Notice. YOUR ACTIVITY ON THE PLATFORM — LOGINS, RECORDS ACCESSED, ENTRIES CREATED AND EDITED, TIME ENTRIES, ATTESTATIONS, EXPORTS, AND ADMINISTRATIVE ACTIONS — IS LOGGED WITH TIMESTAMPS, DEVICE, AND NETWORK INFORMATION. THESE LOGS ARE REQUIRED BY THE HIPAA SECURITY RULE, ARE REVIEWED BY SOLLIVA FOR SECURITY, INTEGRITY, SUPPORT, AND COMPLIANCE PURPOSES, AND ARE AVAILABLE TO YOUR ORGANIZATION, WHICH MAY USE THEM UNDER ITS OWN POLICIES, INCLUDING FOR INVESTIGATIONS. YOU SHOULD HAVE NO EXPECTATION OF PERSONAL PRIVACY IN YOUR ACTIVITY WITHIN THE PLATFORM. 10.2 Your personal information. The Privacy Policy, presented with these Terms, describes what personal information Solliva collects about you as a professional user, how it is used and disclosed, how long it is retained, and the rights available to you under applicable state law.

11. Confidentiality, Intellectual Property, and Feedback

11.1 Solliva confidential information. Non-public information about the Platform — its features, architecture, security details, documentation, and performance — is Solliva’s confidential information. Do not disclose it except within your Organization as your duties require. 11.2 Ownership. Solliva and its licensors own the Platform and all intellectual property in it. These Terms give you a personal, revocable, non-transferable right to use the Platform for your duties while Section 2.2’s conditions are met, and nothing more. All rights not expressly granted are reserved. 11.3 Feedback. If you give Solliva suggestions, feature requests, bug reports, or other feedback, Solliva may use them without restriction, attribution, or compensation, and owns any resulting improvements.

12. Disclaimers

12.1 THE PLATFORM AND ALL AI FEATURES ARE PROVIDED TO YOU "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS. TO THE FULLEST EXTENT PERMITTED BY LAW, SOLLIVA DISCLAIMS ALL WARRANTIES TO YOU, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. SOLLIVA DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE; THAT ANY AI OUTPUT WILL BE ACCURATE, COMPLETE, OR SUFFICIENT TO SUPPORT ANY RECORD ENTRY OR CLAIM; THAT INFORMATION DISPLAYED IN THE PLATFORM IS ACCURATE OR CURRENT; OR THAT THE PLATFORM WILL DETECT ANY ERROR, INTERACTION, SAFETY SIGNAL, OR REPORTABLE CONDITION.

13. Limitation of Liability

13.1 TO THE FULLEST EXTENT PERMITTED BY LAW, SOLLIVA WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST INCOME, LOST DATA, OR LOSS OF PROFESSIONAL REPUTATION, ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM; AND SOLLIVA WILL HAVE NO LIABILITY TO YOU FOR ANY CLAIM ARISING FROM CLINICAL OR BILLING DECISIONS, FROM YOUR RELIANCE ON OR DISREGARD OF AI OUTPUT, FROM ANY ACT OR OMISSION OF YOUR ORGANIZATION (INCLUDING PROVISIONING, DEPROVISIONING, DISCIPLINE, OR ANY EMPLOYMENT MATTER), OR FROM ANY ACT OR OMISSION OF ANY PATIENT OR THIRD PARTY. 13.2 SOLLIVA’S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM WILL NOT EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100), REFLECTING THAT THE PLATFORM IS PROVIDED TO YOU AT NO CHARGE TO YOU PERSONALLY. 13.3 Limits of the limitation. Sections 12 and 13 do not apply to liability that applicable law does not permit to be excluded or limited, or to Solliva’s own gross negligence, willful misconduct, or fraud. Nothing in these Terms limits any right or remedy you may have against your Organization, or any of your Organization’s rights and remedies under its License Agreement with Solliva.

14. Your Responsibility for Unauthorized Use

14.1 Scope. You are personally responsible for, and will indemnify Solliva against losses arising from, (a) access or use of the Platform by you outside the authorization your Organization has granted, including access described in Sections 2.4 and 5.1, and (b) your intentional misuse of the Platform or of patient information. This Section does not make you responsible for ordinary acts within your authorized duties, which are addressed between Solliva and your Organization under the License Agreement.

15. Suspension and Termination

15.1 By Solliva or your Organization. Your Organization controls your account and may deactivate it at any time. Solliva may suspend or terminate your access immediately for breach of these Terms, at your Organization’s direction, upon termination of the License Agreement, or where continued access presents a legal, security, or patient safety risk. 15.2 Effect. On termination, your right to use the Platform ends. Sections 5, 6.2 (as to content you adopted), 7, 10, 11, 12, 13, 14, 16, and 17 survive, along with any provision that by its nature should survive. Audit logs of your activity are retained as described in the Privacy Policy.

16. Dispute Resolution

16.1 Informal resolution first. Before starting arbitration, you or Solliva will send the other a written notice describing the dispute and the relief sought (to Solliva at 7901 4th Street N STE 300, St. Petersburg, Florida 33702 or contact@solliva.com), and the parties will negotiate in good faith for sixty (60) days. Limitations periods are tolled during this process. 16.2 Arbitration. Except as stated in Sections 16.3 and 16.4, any dispute between you and Solliva arising out of or relating to these Terms or the Platform will be resolved by final and binding individual arbitration administered by American Arbitration Association under its applicable rules, before a single arbitrator, seated in Hillsborough County, Florida, with the option to participate by videoconference. The Federal Arbitration Act governs this Section. The arbitrator may award any relief available to an individual in court but may not preside over any class, collective, or representative proceeding, and you and Solliva each waive trial by jury. Solliva will pay arbitration fees exceeding what you would have paid to file in court unless the arbitrator finds your claim frivolous. 16.3 Exceptions. Either party may bring a qualifying individual claim in small claims court, and either party may seek injunctive relief in court to protect intellectual property, confidential information, or PHI, or to stop unauthorized access. 16.4 Opt-out. You may opt out of arbitration by written notice to contact@solliva.com within thirty (30) days after first accepting these Terms, stating your name, your account email, and that you opt out. Opting out affects nothing else in these Terms and will not affect your access. 16.5 This Section binds you and Solliva only. Disputes between Solliva and your Organization are governed by the License Agreement, and disputes between you and your Organization are governed by your relationship with it; neither is subject to this Section.

17. General

17.1 Governing law and venue. These Terms are governed by Florida law, excluding its conflict of laws rules, except that the Federal Arbitration Act governs Section 16. For any claim not subject to arbitration, exclusive venue is the state or federal courts in Hillsborough County, Florida, except where applicable law entitles you to proceed in your state of residence. 17.2 Entire agreement as to you. These Terms and the Privacy Policy are the entire agreement between you and Solliva regarding your individual use of the Platform. They do not modify the License Agreement, and they create no rights in your Organization or in any patient. 17.3 Severability; waiver; assignment. If any provision is held unenforceable, it will be narrowed or severed and the rest remains in effect. No failure to enforce is a waiver. You may not assign these Terms; Solliva may assign them in connection with a merger, acquisition, reorganization, or sale of assets. 17.4 Electronic records. You consent to transact electronically and to receive these Terms, the Privacy Policy, and related notices in electronic form. 17.5 Contact. Support: contact@solliva.com. Security: contact@solliva.com. Privacy: contact@solliva.com. Legal notices: Solliva LLC, 7901 4th Street N STE 300, St. Petersburg, Florida 33702, with a copy to contact@solliva.com.