These terms of service (the “Terms”) are an agreement between Huniverse Global Co., Ltd. (“Huniverse”, the “Provider”, “we”, “us” or “our”) and you (the “Customer” or “you”) (each a “Party”, together the “Parties”) that govern your use of the Service (as defined below). By signing up to use the Service, you agree to be bound by these Terms. You represent that you are lawfully able to enter into contracts and, if you are signing up on behalf of a practice, clinic, hospital or other organization, that you have legal authority to bind that organization, which shall then be the Customer. These Terms incorporate the Privacy Policy and any other policies the Provider makes available in writing or on medipencil.com (the “Website”).

1.1 Definition of the Service. The Provider provides MEDIPENCIL, a software-as-a-service solution (the “Service”) that converts audio recorded during clinical consultations (“Voice Data”) into draft text (“Converted Text”) to support the preparation of clinical documentation. Converted Text is reviewed by the Customer and transferred to the Customer’s electronic medical records system or other systems (the “Customer Systems”). The Service includes access to the MEDIPENCIL web, desktop and mobile applications (the “App”), security updates, technical support and related documentation. The Provider may introduce new products, modules or functions as part of the Service from time to time.

1.2 Developer. The Service is built on the Dr.Pencil solution developed by KaiLab Co., Ltd. (“KaiLab” or the “Developer”) and licensed to the Provider.

1.3 Users. The Service may be used by the Customer and by individuals authorized by the Customer, each holding their own login credentials (each a “User”). The Customer is responsible for the use of the Service by its Users and for their compliance with these Terms.

1.4 Intended Use. The Service is intended solely for qualified healthcare professionals and healthcare organizations acting in the course of their professional activity, and not for patients or the general public.

1.5 Territory. These Terms apply to Customers located in EU/EEA region. Customers located in the Republic of Korea are subject to separate terms published for that market.

1.6 Order of Precedence. Where the Parties have entered into a separate written agreement signed by both Parties in respect of the Service, that agreement shall prevail over these Terms to the extent of any conflict.

2.1 The Customer shall complete the Provider’s registration process and shall provide and maintain accurate and up-to-date information. Each User must be a qualified healthcare professional or a person authorized by a healthcare organization to use the Service on its behalf.

2.2 Accounts are personal to each User and shall not be transferred, lent or shared. Each User shall keep their login credentials confidential and maintain control of the devices used to access the Service.

2.3 Where the Customer is an organization, it shall promptly revoke the access of any User who no longer requires it.

2.4 The Customer shall notify the Provider immediately upon becoming aware of any unauthorized use of an account. The Customer is responsible for any loss arising from a failure to keep login credentials secure, except where such loss is attributable to the Provider.

2.5 The Customer is responsible for obtaining a suitable device and internet connection to use the Service.

3.1 The Provider provides technical support during business hours at contact@medipencil.com and shall use reasonable efforts to maintain and update the Service so that it remains functional and secure. Where planned maintenance will materially interrupt the Service, the Provider shall give advance notice where reasonably possible.

3.2 The Provider may modify the Service for technical or operational reasons. Where a modification materially and adversely affects the Customer’s use of the Service, the Provider shall give at least thirty (30) days’ notice.

3.3 The core technology of the Service is developed and maintained by the Developer under a partnership agreement with the Provider. Functions may change or be discontinued as a result of the Developer’s technical circumstances, in which case the Provider shall give advance notice where reasonably possible.

3.4 The Service is not a medical records or electronic health records system. The Customer is responsible for reviewing Converted Text and transferring it to the Customer Systems.

3.5 The scope, functions and language support of the Service may differ by country, and the Service may not be available in every country.

5.1 The Provider offers free and paid plans. Features, limits and pricing may vary by country and may change in accordance with clause 5.6.

5.2 The Customer shall pay all amounts due under its plan, including subscription and usage fees (“Fees”), when it subscribes to a recurring paid plan (a “Subscription”), exceeds the limits of a free plan or uses paid features. Fees, the billing cycle and available payment methods are displayed before purchase, and no charge is made until the Customer has confirmed them. Subscription fees are billed in advance for each billing cycle selected by the Customer (a “Subscription Period”). Invoices and statements are provided electronically.

5.3 Fees include applicable taxes unless otherwise stated. Where taxes are not included, the Customer is responsible for any tax payable in its country.

5.4 Payment shall be made by credit or debit card or by any other method made available by the Provider. The Customer authorizes the Provider to charge the payment method on file for Fees as they fall due, including on automatic renewal, and shall keep its payment details current. Currency conversion is handled by the Customer’s payment provider, and the Provider is not responsible for any conversion rates or fees applied by the Customer’s bank or card issuer.

5.5 Subscriptions renew automatically at the end of each Subscription Period unless canceled. The Provider shall notify the Customer of the renewal date and the amount payable at least seven (7) days before each renewal. The Customer may cancel renewal at any time under clause 7.1.

5.6 The Provider shall not increase Fees, or convert a free feature into a paid feature, without giving at least thirty (30) days’ notice and obtaining the Customer’s express consent. If the Customer does not consent, the Subscription shall end at the end of the current Subscription Period and any feature converted to a paid feature shall cease to be available to the Customer.

5.7 Unpaid Fees may result in suspension or termination under clause 14. The Provider may charge interest on overdue amounts at the rate provided by applicable law.

6.1 The Provider may offer a free trial. Before sign-up, the Provider shall inform the Customer of the duration of the trial, whether it converts to a paid Subscription, the amount payable on conversion and the method of cancellation.

6.2 Where a free trial converts automatically to a paid Subscription, the Provider shall notify the Customer of the conversion date and the amount payable before the first charge is made. The Customer may cancel at any time during the trial without charge

7.1 The Customer may cancel a Subscription at any time through its account settings or by email to contact@medipencil.com. Cancellation stops future renewals and takes effect at the end of the current Subscription Period, until which the Customer retains access. Except as set out in clauses 7.2 and 7.3 or as required by applicable law, Fees are non-refundable.

7.2 The Customer may request a full refund of its first paid purchase within fourteen (14) days of the first payment, provided that the Service has not been used under the Customer’s account. “Use” means opening the App and pressing Start at least once, whether or not the recording is completed or converted into text; logging in, viewing screens or changing settings does not constitute use. This right may be exercised once per Customer and does not apply to renewals, to a Subscription started after a previous Subscription was canceled or lapsed, or to unused time remaining in a Subscription Period. Refunds are subject to verification of purchase and usage history. Requests shall be made by email to contact@medipencil.com.

7.3 If the Provider permanently discontinues the Service, or the Customer terminates these Terms under clause 3.2, the Provider shall refund the Fees for the unused portion of the current Subscription Period.

7.4 The Customer may close its account at any time through its account settings or by contacting the Provider.

8.1 All intellectual property rights in the underlying Dr.Pencil solution belong to the Developer.

8.2 “MEDIPENCIL” is a service name created and used by the Provider. All rights in that name and in the associated domains belong to the Provider.

8.3 The Provider holds, or is licensed, the intellectual property rights necessary to provide the Service.

8.4 Subject to these Terms, the Provider grants the Customer a non-exclusive, non-transferable, revocable license to use the Service for its professional purposes for the duration of its Subscription, limited to the number of Users permitted under its plan.

8.5 Except to the extent such restriction is prohibited by applicable law, the Customer shall not, and shall ensure that its Users do not, reproduce, modify, distribute, reverse engineer, decompile or disassemble any part of the Service, extract its source code, access it by automated means, or introduce any code intended to disrupt it.

8.6 In accordance with the Provider’s license from the Developer, the Website and the App display the notice “All technology and intellectual property belong to KaiLab Co., Ltd.”

13.1 The Customer shall not, and shall ensure that its Users do not: (a) provide false or misleading information; (b) use the Service unlawfully or in breach of the rights of any third party; (c) share login credentials; (d) redistribute or resell the Service; (e) use the Service outside the Customer’s own professional practice; or (f) use the Service or its output to develop a competing product or service.

13.2 The Service shall not be used to generate medical diagnoses, treatment recommendations or clinical advice.

13.3 The Customer shall comply with all medical, professional and data protection laws applicable to it, including any rules on the recording of consultations and the confidentiality of patient information. The Customer is solely responsible for determining which requirements apply to it.

13.4 Before each recording, the Customer shall obtain the consent of the patient, or of a person legally authorized to act on the patient’s behalf, and of any other person whose voice will be recorded, to the recording and to its processing through the Service. The Customer shall also give any notice and obtain any further consent required by applicable law. The Provider does not verify consent and bears no responsibility for whether consent has been obtained.

13.5 The Customer shall indemnify the Provider against all claims, losses, damages, costs and expenses arising from any breach of clause 13.3 or 13.4.

15.1 The Service is an administrative documentation aid. It does not constitute medical advice, diagnosis or treatment recommendations, is not a substitute for professional clinical judgment, is not intended to diagnose, treat, prevent or monitor disease, and is not a medical device.

15.2 The Customer and its Users retain sole and final responsibility for all clinical decisions and for the accuracy of all clinical documentation. Output generated using artificial intelligence may contain errors, omissions or fabricated content.

15.3 All output shall be reviewed, corrected and verified by a User exercising independent professional judgment before it is incorporated into a clinical record or relied upon for any clinical purpose.

16.1 Nothing in these Terms limits or excludes the Provider’s liability for death or personal injury caused by its negligence, for fraud, or for any other liability that cannot be limited or excluded under applicable law.

16.2 Subject to clause 16.1, the Provider shall not be liable for any loss of profit, business, goodwill or data, corruption of data, or any indirect or consequential loss.

16.3 Subject to clause 16.1, the Provider’s total aggregate liability arising out of or in connection with these Terms shall not exceed the Fees paid by the Customer in the twelve (12) months preceding the event giving rise to the claim. Where the Customer is a consumer, this limitation applies only to the extent permitted by the law of the Customer’s country of habitual residence.

16.4 Except as expressly set out in these Terms, the Service is provided “as is” and “as available”. To the fullest extent permitted by law, the Provider gives no warranty that the Service or its output will be uninterrupted, error-free, accurate or fit for any particular purpose.

16.5 The Provider shall not be liable for any loss arising from the use of output

17.1 These Terms are governed by the laws of the Republic of Korea.

17.2 Complaints may be submitted to contact@medipencil.com. The Provider shall acknowledge each complaint and endeavor to resolve it promptly. The Parties shall first attempt to resolve any dispute through good-faith discussion.

17.3 Any dispute not resolved by agreement shall be finally settled by arbitration administered by the Korean Commercial Arbitration Board under its International Arbitration Rules. The seat of arbitration shall be Seoul and the language of the proceedings shall be English.

17.4 Clause 17.1 does not deprive a Customer who is a consumer of the protection of the mandatory provisions of the law of its country of habitual residence. Notwithstanding clause 17.3, such a Customer may bring proceedings in the courts of that country, and the Provider may bring proceedings against such a Customer only in those courts.

18.1 Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

18.2 Force Majeure. Except for the Customer’s obligation to pay Fees, neither Party shall be liable for any failure or delay in performance caused by events beyond its reasonable control, including restrictions of applicable law or other government action, epidemics or pandemics, labor disputes, fire, flood, storms or other natural disasters, cyber-attacks, failure or delay of the internet, telecommunications or digital transmission links, and breakdown or failure of third-party equipment, hosting or service providers. The affected Party shall notify the other Party without undue delay.

Effective date: October 20, 2026