1. Agreement to These Terms
These Terms of Service ("Terms") form a legally binding agreement between you and Healthiago ("Healthiago," "we," "us," or "our") governing your access to and use of the Healthiago websites, applications, APIs, documentation, status pages, and related remote patient monitoring and connected care technology (collectively, the "Services"). By accessing or using the Services, creating an account, clicking to accept these Terms, or executing an order form, master service agreement, or similar commercial contract that incorporates these Terms, you agree to be bound by them.
If you use the Services on behalf of a company, healthcare organization, or other legal entity, you represent that you have authority to bind that entity, and "you" refers to that entity. If you do not agree to these Terms, you must not access or use the Services. These Terms work together with our Privacy Policy, any Business Associate Agreement ("BAA"), and any written order form or master agreement between Healthiago and your organization. In the event of a conflict, the BAA controls for protected health information ("PHI"), and a signed master agreement controls over these Terms for the commercial matters it expressly covers.
2. Service Eligibility and Account Creation
You may use the Services only if you are at least 18 years of age (or the age of majority in your jurisdiction) and capable of forming a binding contract, or if you are a minor patient or caregiver accessing a portal under the supervision and authorization of a parent, guardian, or healthcare organization that has enrolled you in accordance with applicable law. The Services are intended for authorized healthcare organizations, their workforce members, contracted care teams, enrolled patients, and designated caregivers. You may not use the Services if you are barred from doing so under applicable law or if we have previously suspended or terminated your access.
When you create an account, accept an invitation, or are provisioned by an organization administrator, you agree to: (a) provide accurate, current, and complete registration information; (b) maintain and promptly update that information; (c) maintain the confidentiality of your credentials and multi-factor authentication factors; (d) use a unique password that is not reused across unrelated services; and (e) notify us and your organization administrator immediately of any unauthorized use of your account or other security breach. You are responsible for all activities that occur under your account, except to the extent caused by Healthiago's breach of these Terms.
Organization administrators are responsible for provisioning and deprovisioning users, assigning roles consistent with least privilege, ensuring that only authorized individuals access PHI, and configuring the Services in accordance with the organization's clinical, privacy, and compliance policies. Patients and caregivers may access only the information and features made available to them through their portal roles.
3. Acceptable Use Policy
You agree to use the Services only for lawful purposes and in accordance with these Terms, applicable healthcare, privacy, and consumer-protection laws, and your organization's policies. You will not, and will not permit others to:
- Use the Services to violate any law, regulation, or third-party right, including HIPAA, state privacy laws, export controls, or intellectual property laws.
- Attempt to gain unauthorized access to the Services, other accounts, computer systems, or networks connected to the Services, including through password mining, phishing, or social engineering.
- Probe, scan, or test the vulnerability of the Services, or breach any security or authentication measures, except under a written penetration-testing authorization from Healthiago.
- Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, file formats, or non-public APIs of the Services, except to the limited extent such restriction is prohibited by law.
- Copy, modify, create derivative works of, rent, lease, lend, sell, sublicense, distribute, or publicly display the Services except as expressly permitted in writing by Healthiago.
- Use bots, scrapers, spiders, crawlers, or other automated means to access, harvest, mine, or index the Services, documentation, or status data for any purpose other than ordinary interactive use of published public pages by a standard web browser, unless Healthiago has granted prior written permission (public search-engine indexing of our marketing and legal pages in the ordinary course is permitted).
- Interfere with or disrupt the integrity or performance of the Services, including by imposing an unreasonable load, introducing malware, or conducting denial-of-service attacks.
- Upload or transmit unlawful, harmful, threatening, abusive, defamatory, or otherwise objectionable content, or use the Services to send unsolicited commercial messages.
- Misrepresent your identity, affiliation, professional credentials, or authorization to access patient or organizational data.
- Use the Services to provide clinical care outside your licensed scope of practice, or treat platform alerts as a substitute for professional medical judgment or emergency services.
- Remove, obscure, or alter proprietary notices, trademarks, or labels on the Services.
The Services may generate clinical alerts, dashboards, and decision-support information. Those outputs are tools for authorized clinicians and care teams and are not a substitute for independent professional medical judgment. In a medical emergency, dial your local emergency number; do not rely on the Services as an emergency response system.
4. Intellectual Property Rights
As between you and Healthiago, Healthiago and its licensors own all right, title, and interest in and to the Services, including all software, source code, object code, user interfaces, designs, documentation, trademarks, service marks, logos, trade secrets, know-how, data models, aggregations, de-identified datasets created by Healthiago, and other intellectual property embodied in or used to provide the Services (collectively, "Healthiago IP"). These Terms do not transfer ownership of any Healthiago IP to you. Subject to your compliance with these Terms and any applicable paid subscription, Healthiago grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the term of your authorized access solely for your internal business or personal care-participation purposes as enabled by your role.
Customer data boundary: As between you and Healthiago, your organization (or you, if you are an individual consumer using a public site feature) retains ownership of data that you or your users submit to the Services ("Customer Data"), including PHI submitted by or on behalf of a covered entity customer. You grant Healthiago a worldwide, non-exclusive license to host, copy, process, transmit, display, and otherwise use Customer Data solely to provide, secure, maintain, and improve the Services, to create de-identified or aggregated data as permitted by law and your agreements, and to fulfill our legal obligations. Healthiago does not claim ownership of Customer Data. Feedback you provide about the Services may be used by Healthiago without restriction or obligation to you.
You represent that you have all rights necessary to submit Customer Data to the Services and that doing so does not violate any law or third-party rights. Public content you post in marketplace or directory features (where enabled) may be visible to other users as described in the product interface.
5. Fees, Trials, and Changes to the Services
Paid subscriptions, usage fees, and payment terms are set forth in the applicable order form or master agreement. Unless otherwise stated, fees are non-refundable except as required by law or expressly agreed in writing. We may offer free trials or demo access; trial features may be limited, and we may suspend or end a trial at any time. We may modify, suspend, or discontinue features of the Services with reasonable notice where practicable, provided that material reductions in contracted core functionality for paying customers will be handled as described in the applicable commercial agreement.
6. Confidentiality and Privacy
Each party may receive non-public information from the other that is marked confidential or that reasonably should be understood to be confidential. The receiving party will use such information only for purposes of the relationship and will protect it with reasonable care. PHI is additionally governed by the BAA and HIPAA. Our collection and use of personal data is described in our Privacy Policy. You agree not to use the Services to store or transmit PHI except through features designed for that purpose and under an appropriate BAA with Healthiago.
7. Warranties and Disclaimers
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, HEALTHIAGO DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. HEALTHIAGO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT CLINICAL ALERTS, ANALYTICS, OR RECOMMENDATIONS WILL BE ACCURATE OR COMPLETE IN EVERY CIRCUMSTANCE. YOU ARE SOLELY RESPONSIBLE FOR CLINICAL DECISIONS AND FOR VERIFYING INFORMATION BEFORE RELYING ON IT FOR PATIENT CARE.
Some jurisdictions do not allow the exclusion of certain warranties; in those jurisdictions, the above exclusions apply to the fullest extent permitted.
8. Limitations of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL HEALTHIAGO, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY; OR FOR COST OF SUBSTITUTE SERVICES; ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HEALTHIAGO'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID BY YOU TO HEALTHIAGO FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (B) ONE HUNDRED U.S. DOLLARS (US $100) IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS. The foregoing limitations do not limit liability that cannot be limited under applicable law (including certain liability for willful misconduct or gross negligence where such limitation is prohibited), and do not limit either party's obligations under a BAA to the extent the BAA expressly provides otherwise.
9. Indemnification
You agree to defend, indemnify, and hold harmless Healthiago and its affiliates, and their respective officers, directors, employees, and agents, from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services in violation of these Terms or applicable law; (b) Customer Data you submit, including claims that Customer Data infringes or misappropriates third-party rights or violates privacy or healthcare laws (except to the extent caused by Healthiago's breach of a BAA); (c) your clinical or operational decisions made using the Services; or (d) disputes between you and your patients, members, employees, or other users of your organization.
Healthiago will provide prompt notice of any claim subject to indemnification (provided that failure to give prompt notice will relieve you of your obligations only to the extent you are materially prejudiced), and will reasonably cooperate in the defense at your expense. You may not settle any claim that imposes an obligation on Healthiago or admits fault by Healthiago without our prior written consent.
10. Account Suspension and Termination
You may stop using the Services at any time. Organization customers may terminate paid access according to their commercial agreement. Healthiago may suspend or terminate your access to the Services, in whole or in part, immediately if: (a) you materially breach these Terms or an acceptable-use restriction; (b) your use poses a security risk to the Services, other customers, or PHI; (c) we are required to do so by law or a governmental authority; (d) you fail to pay undisputed fees when due after notice; (e) your account has been inactive for an extended period where permitted by your agreement; or (f) your organization's subscription or BAA ends.
Where practicable and legally permitted, we will provide notice of suspension and an opportunity to cure for non-emergency breaches. Upon termination, your right to access the Services ceases, and we may deactivate credentials. Provisions that by their nature should survive (including intellectual property ownership, confidentiality, disclaimers, limitations of liability, indemnification, governing law, and this survival clause) will survive termination. Handling of PHI upon termination will follow the applicable BAA and our Privacy Policy.
11. Governing Law and Jurisdiction
These Terms are governed by the laws of the State of Delaware, United States of America, without regard to its conflict-of-laws principles, except that HIPAA and other mandatory federal healthcare and privacy laws apply to the extent they regulate the subject matter. You and Healthiago agree that the state and federal courts located in Delaware will have exclusive jurisdiction over disputes arising out of or relating to these Terms or the Services, and each party consents to personal jurisdiction and venue in those courts.
Notwithstanding the foregoing, if you are a consumer resident of a jurisdiction that prohibits the foregoing choice of law or venue as applied to you, then the mandatory consumer-protection laws of your jurisdiction will apply to the extent required, and courts in that jurisdiction may have jurisdiction over consumer disputes as required by law. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.
If a dispute arises, the parties will first attempt in good faith to resolve it through informal discussions by contacting support@healthiago.ai before initiating formal proceedings, except where a party seeks emergency injunctive relief or where waiting would cause irreparable harm.
12. Modifications to These Terms
Healthiago may modify these Terms from time to time. When we make changes, we will post the updated Terms at this URL and revise the "Last Updated" date at the top of this page. For material changes that affect paying customers, we will provide additional notice as required by the applicable commercial agreement or by law (for example, email to the organization's admin contact or an in-product notice). Changes become effective on the stated effective date or upon posting if no separate effective date is specified.
If you do not agree to the modified Terms, you must stop using the Services and, if you are a paying customer, exercise any termination rights available under your commercial agreement. Your continued use of the Services after the effective date of the updated Terms constitutes acceptance of the changes, except where applicable law requires a different form of consent. We review these Terms periodically and at least when we introduce material new product lines or change our contracting model.
13. Miscellaneous
These Terms, together with the Privacy Policy, any BAA, and any applicable order form or master agreement, constitute the entire agreement between you and Healthiago regarding the Services and supersede prior or contemporaneous agreements on the same subject. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our prior written consent; we may assign them in connection with a merger, acquisition, or sale of assets. Notices to Healthiago regarding these Terms should be sent to support@healthiago.ai with a copy to support@healthiago.ai for privacy-related matters.
Related links: Privacy Policy · healthiago.ai · Status · Documentation · Canonical app copy: https://healthiago.ai/terms