Clinician Copilot Product Terms

These Copilot Product Terms (“Copilot Terms”) supplement and form part of the Navina SaaS License Agreement (the “License Agreement”) entered into between Navina and Customer, together with any applicable Order Form, the General Terms & Conditions, the Business Associate Agreement (“BAA”), the Service Level Agreement (“SLA”), and any other documents incorporated by reference therein (collectively, the “Agreement”).

These Copilot Terms apply solely to Customer’s access to and use of the Copilot Product (as defined below) and are intended to address features, functionality, and risks that are specific to the Copilot Product. Except as expressly set forth herein, all terms, conditions, representations, warranties, disclaimers, indemnities, and limitations of liability set forth in the Agreement remain unchanged and in full force and effect.

In the event of a conflict between these Copilot Terms and the License Agreement solely with respect to the Copilot Product, these Copilot Terms shall control. In all other cases, the License Agreement and the remainder of the Agreement shall govern.

‍1. Clinician Copilot License

1.1 Subject to the terms and conditions of the Agreement, Navina hereby grants Customer a non-exclusive, non-sublicensable, non-transferable, subscription-based, and revocable license to access and use Navina’s clinician-facing product offering known as the Clinician Copilot for Customer’s internal purposes. The Clinician Copilot includes one or more of the following components: (i) Clinical Summary, (ii) Document Search, (iii) Ambient Listener (web and mobile), and (iv) Consolidated Note, as further described in the applicable Order Form and Documentation.

1.2 Customer may grant access to the Clinician Copilot to such number of Permitted Users as specified in the applicable Order Form, and Customer shall remain responsible for all access to and use of the Clinician Copilot by its Permitted Users in accordance with the Agreement.

1.3 For clarity, where the Clinician Copilot is purchased by Customer pursuant to an Order Form or purchase order, the Clinician Copilot shall be deemed part of the Program for all purposes under the Agreement, and Customer’s access to and use of the Clinician Copilot shall be subject to the same terms and conditions applicable to the Program, as supplemented by these Clinician Copilot Product Terms.

2. Disclaimer of Warranties

2.1 The Clinician Copilot includes features that utilize automated and artificial intelligence–assisted technologies to support clinical documentation and workflow efficiency, including transcription of audio interactions and the generation of draft clinical content based on such inputs and other available data.

2.2 Customer acknowledges and agrees that outputs generated through the Clinician Copilot are provided solely as assistive tools and may be incomplete, inaccurate, or not reflect the full clinical context. The Clinician Copilot does not replace professional medical judgment, and all outputs must be reviewed, edited, and approved by a qualified healthcare professional prior to clinical use, reliance, or inclusion in a medical record.

2.3 The Clinician Copilot does not provide medical advice, clinical decision-making, diagnosis, treatment recommendations, or guarantees regarding the accuracy or completeness of any generated content. All use of the Clinician Copilot remains subject to the warranty disclaimers and limitations of liability set forth in the Agreement.

3. Regulatory Compliance

3.1 Recording Notice and Consent. Customer acknowledges that use of the Clinician Copilot may involve the capture, recording, and processing of audio interactions between healthcare professionals and patients or other individuals. Customer is solely responsible for providing any required notices and for obtaining all necessary consents, authorizations, and permissions from patients and any other individuals whose voices or information may be recorded or processed in connection with the Clinician Copilot.

3.2 Compliance with Applicable Laws. Customer shall ensure that its access to and use of the Clinician Copilot, including any audio recording or transcription functionality, complies with all applicable federal, state, and local laws, rules, and regulations, including without limitation laws governing audio recording, wiretapping, interception of communications, privacy, and consent, and any heightened requirements applicable in jurisdictions that require the consent of all parties to a communication.

3.3 No Navina Responsibility for Consent. Customer acknowledges and agrees that Navina does not determine whether recording or transcription is permitted in any particular jurisdiction or circumstance and does not provide legal advice regarding compliance with recording or consent laws. Customer assumes all responsibility and risk arising from its failure to provide notice, obtain consent, or otherwise comply with applicable laws in connection with use of the Clinician Copilot.

4. Clinician Copilot–Specific Prohibited Uses. In addition to the prohibited uses set forth in Section 5 of the License Agreement, Customer shall not, and shall not permit any Permitted User or any other individual acting on Customer’s behalf or under Customer’s license to, use the Clinician Copilot: (a) for recording purposes without required notice or consent, including recording, transcribing, or processing audio interactions where Customer has not provided all required notices or obtained all necessary consents, authorizations, or permissions under applicable law; (b) for surveillance or monitoring purposes, including continuous, passive, or covert recording or monitoring of patients, providers, employees, or other individuals, or for tracking, investigative, employment-related, law enforcement, or security purposes unrelated to a bona fide clinical encounter; (c) for non-clinical or unlawful purposes, including use outside of legitimate clinical documentation or care-related workflows, or in any manner that violates applicable law, regulation, or professional standards. Any use of the Clinician Copilot in violation of this Section shall be deemed a material breach of the Agreement.

5. Third-Party Services Used in Clinician Copilot

5.1 The Clinician Copilot utilizes and depends on certain third-party technologies and services, including services provided by Nabla Technologies, Inc. (“Nabla”), to support specific functionality such as audio processing, transcription, and generation of draft clinical documentation. Customer acknowledges that such third-party services are embedded within the Clinician Copilot and are not provided directly to Customer by Nabla or any other third-party provider.

5.2 Customer acknowledges and agrees that its access to and use of the Clinician Copilot, and the access to and use of the Clinician Copilot by any Permitted Users or any other individuals acting on Customer’s behalf or under Customer’s license, are subject to the applicable end-user terms of Nabla, available at https://www.navina.ai/legal/nabla-eula, as may be updated from time to time in accordance with their terms (the “Nabla End User Terms”). Customer agrees to comply, and to ensure that all such users comply, with the Nabla End User Terms to the extent applicable to use of the Clinician Copilot.

5.3 Customer’s contractual relationship with respect to the Clinician Copilot is solely with Navina. Nothing in these Clinician Copilot Product Terms or the Nabla End User Terms shall be deemed to create any contractual relationship between Customer (or any Permitted User) and Nabla.

6. Service Availability and Support for Clinician Copilot

6.1 The Clinician Copilot is part of the Program and, except as expressly set forth in this Section, is subject to the service availability and support commitments set forth in the SLA.

6.2 Customer acknowledges that certain features of the Clinician Copilot rely on third-party services, including services provided by Nabla. Accordingly, the availability, performance, and response times of such Clinician Copilot features may be impacted by the availability or performance of such third-party services. Any service unavailability, degradation, or failure of the Clinician Copilot that is attributable to third-party services shall be deemed an SLA Exclusion for purposes of the SLA, and shall not constitute a breach of the SLA.

6.3 Navina shall use commercially reasonable efforts to support the Clinician Copilot in accordance with the SLA and applicable Documentation; however, Navina does not guarantee uninterrupted or error-free operation of Clinician Copilot features that depend on third-party services.
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Last updated: Jan 13, 2026