Terms of Service

1. Service Description

Healthcare Agent is a software-as-a-service (SaaS) platform that provides an AI-powered patient assistant for healthcare clinics. The Service connects to electronic health record (EHR) systems, including Healthie and athenahealth, and provides automated patient scheduling, insurance verification, and patient intake through an embeddable chat widget.

Healthcare Agent is not a medical device and does not provide medical advice, diagnosis, or treatment. The Service is an administrative tool that helps clinics manage patient interactions. All clinical decisions remain the responsibility of licensed healthcare providers.

The AI components of the Service are powered by large language models and are designed to handle administrative tasks within deterministic safety boundaries configured by your clinic. The Service enforces policy rules that constrain what the AI can and cannot do on behalf of your practice.

2. Account Terms

Healthcare Agent is available on an invite-only basis. Access to the Service requires:

• An invitation from us or an authorized representative
• A signed Business Associate Agreement (BAA) before any protected health information (PHI) is transmitted through the Service
• An authorized representative of your organization who accepts these Terms on behalf of the organization

You are responsible for maintaining the security of your account credentials. You must immediately notify us of any unauthorized use of your account. We are not liable for any loss resulting from unauthorized access to your account that was not caused by our negligence.

Each account is intended for use by a single healthcare organization. You may not share account access across unrelated organizations. You may invite multiple users within your organization and assign role-based permissions through the admin dashboard.

3. Acceptable Use

You agree to use Healthcare Agent only for legitimate healthcare administration purposes. You may not:

• Use the Service for any purpose other than healthcare clinic operations
• Attempt to use the AI assistant to generate medical advice, diagnoses, or treatment plans
• Circumvent or disable the policy engine, safety guardrails, or compliance controls
• Reverse-engineer, decompile, or disassemble any part of the Service
• Use the Service to store or transmit malicious code
• Transmit PHI through the Service before a BAA is in place
• Share, resell, or sublicense access to the Service without our written consent
• Use the Service in violation of any applicable law or regulation, including HIPAA
• Attempt to access data belonging to other customers

We reserve the right to suspend or terminate access to the Service if we reasonably believe you are violating these Terms or using the Service in a manner that poses a security risk.

4. Data Ownership

Your data belongs to you. You retain all rights, title, and interest in and to any data you or your patients submit through the Service ("Customer Data"), including patient records, clinic configurations, and scheduling information.

You grant us a limited, non-exclusive license to process Customer Data solely for the purpose of providing and improving the Service. This license terminates when your account is closed and your data is deleted.

We do not sell Customer Data. We do not use PHI for marketing purposes. We do not train AI models on your patients' individually identifiable health information.

Aggregated, de-identified data that cannot reasonably be linked back to any individual patient may be used by us to improve the Service, monitor system performance, and develop new features.

5. Protected Health Information

To the extent that we receive, maintain, or transmit PHI on your behalf, we act as your Business Associate under HIPAA. Our obligations regarding PHI are governed by the BAA between us, which supplements these Terms.

In the event of a conflict between these Terms and the BAA regarding the handling of PHI, the BAA controls. For details on our HIPAA compliance practices, see our HIPAA Compliance page.

6. Service Availability

We strive to maintain high availability of the Service but do not guarantee uninterrupted access. The Service may be temporarily unavailable due to:

• Scheduled maintenance (we will provide reasonable advance notice)
• Unscheduled maintenance required to address security or stability issues
• Circumstances beyond our reasonable control, including third-party service outages, internet disruptions, or force majeure events

These Terms do not include a service level agreement (SLA). If your organization requires specific uptime commitments, please contact us to discuss an enterprise agreement with SLA terms.

We will make reasonable efforts to notify you of planned downtime and to minimize disruption to your operations.

7. Fees and Payment

Fees for the Service are specified in your order form or subscription agreement. Unless otherwise stated:

• Fees are billed monthly or annually in advance
• All fees are non-refundable except as required by law
• We may change our fees with at least 30 days' notice before the start of a new billing period
• Late payments may result in suspension of access to the Service

8. Intellectual Property

We retain all rights, title, and interest in the Service, including all software, algorithms, models, documentation, and related intellectual property. These Terms do not grant you any rights to our intellectual property except the limited right to use the Service as described herein.

Any feedback, suggestions, or ideas you provide about the Service may be used by us without restriction or obligation to you.

9. Confidentiality

Each party agrees to maintain the confidentiality of the other party's confidential information and to use it only for the purposes of performing under these Terms. Confidential information includes business terms, technical specifications, and any information marked as confidential.

This obligation does not apply to information that is publicly available, independently developed, rightfully received from a third party, or required to be disclosed by law.

10. Warranties and Disclaimers

We warrant that the Service will perform materially in accordance with its documentation. If the Service does not meet this warranty, your sole remedy is for us to use commercially reasonable efforts to correct the non-conformity.

Except as expressly stated above, the Service is provided "as is" and "as available." We disclaim all other warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that the Service will be error-free, that all defects will be corrected, or that the Service will meet your specific requirements beyond what is described in the documentation.

11. Limitation of Liability

To the maximum extent permitted by law, our total aggregate liability for all claims arising out of or related to these Terms or the Service shall not exceed the amounts you paid to us in the twelve (12) months preceding the event giving rise to the claim.

In no event shall we be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, business opportunities, or goodwill, regardless of whether we were advised of the possibility of such damages.

These limitations apply to all causes of action, whether in contract, tort, or otherwise. Some jurisdictions do not allow the exclusion of certain damages, so some of the above limitations may not apply to you.

12. Indemnification

You agree to indemnify, defend, and hold us harmless from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from:

• Your use of the Service in violation of these Terms
• Your violation of any applicable law, including HIPAA
• Any claim by a third party related to the data you process through the Service

13. Termination

Either party may terminate these Terms with 30 days' written notice to the other party. Upon termination:

• Data export: You will have 30 days from the effective termination date to export your data from the Service. We will provide reasonable assistance with data export upon request.
• Data deletion: After the 30-day export period, we will delete your Customer Data from our active systems. Backups containing your data will be purged according to our standard backup rotation schedule, not to exceed 90 days.
• Surviving obligations: Sections related to data ownership, confidentiality, limitation of liability, indemnification, and governing law survive termination.

We may terminate these Terms immediately if you materially breach these Terms and fail to cure the breach within 15 days of written notice, or if continuation would cause us to violate applicable law.

Termination of the Service does not affect obligations under the BAA, which has its own termination provisions.

14. Changes to Terms

We may update these Terms from time to time. When we make changes, we will update the "Last updated" date at the top of this page and notify you via email or through the Service at least 15 days before the changes take effect.

If you do not agree to the updated Terms, you may terminate your account before the changes take effect. Continued use of the Service after the changes take effect constitutes acceptance of the updated Terms.

Material changes — such as modifications to liability, data ownership, or pricing — will require affirmative acknowledgment before they take effect.

15. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles. Any disputes arising out of or related to these Terms shall be resolved in the state or federal courts located in Delaware, and both parties consent to the exclusive jurisdiction of those courts.

Before filing any claim, both parties agree to attempt to resolve disputes through good-faith negotiation for a period of at least 30 days.

16. General Provisions

Entire Agreement

These Terms, together with the BAA and any order form or subscription agreement, constitute the entire agreement between you and us regarding the Service and supersede all prior agreements and understandings.

Severability

If any provision of these Terms is found to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.

Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of substantially all of our assets, provided the assignee agrees to be bound by these Terms.

Waiver

The failure of either party to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.

Force Majeure

Neither party is liable for delays or failures in performance resulting from causes beyond its reasonable control, including natural disasters, government actions, internet disruptions, or pandemics.

Notices

Notices under these Terms should be sent by email. Notices to us should be sent to the contact address listed below. Notices to you will be sent to the email address associated with your account.

17. Contact

If you have questions about these Terms, contact us at:

[Company Name]
Email: legal@healthcareagent.com