Effective date: [EFFECTIVE DATE]
Draft — under counsel review. This page is not yet in effect; the bracketed items are placeholders.
These Terms of Service ("Terms") govern access to and use of the HealthTech Builder platform (the "Service"), operated by [COMPANY LEGAL NAME] ("we," "us"). By creating an account or using the Service you agree to these Terms. If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to it.
Order of precedence. If your organization has signed a separate written agreement with us (such as a platform agreement, pilot agreement, or Business Associate Agreement), that agreement controls where it conflicts with these Terms.
The Service lets organizations shape and operate software tools that run their clinical and operational services. Tools built on the Service organize, track, surface, and inform; they are designed so that licensed clinicians remain the decision-makers and can review the basis of anything a tool surfaces. The Service and applications built on it are not medical devices: they do not analyze medical images or signals, do not direct diagnosis or treatment, and are not intended to be relied on in place of professional judgment. See our Disclaimers.
You are responsible for your credentials and for activity under your account. Keep your password secure, enable multi-factor authentication where offered, and notify us promptly of any suspected unauthorized access. Organization administrators control membership and roles within their organization and are responsible for those grants.
You agree not to: (a) use the Service for any unlawful purpose; (b) probe, disable, or circumvent security or access controls; (c) misrepresent your identity or affiliation; (d) resell or provide the Service to third parties except as your agreement with us permits; or (e) use applications built on the Service for clinical decision-making. Do not enter protected health information (PHI) or other patient-identifying information into the build surfaces of the Service— including build conversations, project descriptions, and decision notes. The Service's build environment is not intended to receive PHI.
You retain ownership of the content you submit and, as between you and us, of the application source code and decision logs produced for your organization. On termination, you may export your application code and decision logs. We retain ownership of the Service itself, including our platform, templates, and infrastructure; nothing in these Terms transfers our platform to you. You grant us the rights needed to host, process, and display your content in order to provide the Service. If you give us feedback, we may use it without obligation.
The Service uses artificial-intelligence systems to assist in building applications and drafting content (for example, drafting operational rules from your policy documents). AI output can be incomplete or incorrect. The Service is designed so that consequential outputs are reviewed and approved by people before they take effect, and you are responsible for those reviews and approvals within your organization.
Fees, billing cadence, and payment terms are set out in your organization's platform agreement or order form. Except where that agreement says otherwise, fees are exclusive of taxes and non-refundable once the billed period has begun.
We maintain administrative, technical, and physical safeguards appropriate to the Service, described further in our Privacy Policy. Each party will protect the other's confidential information with at least reasonable care and use it only as needed to perform under these Terms.
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. THE SERVICE DOES NOT PROVIDE MEDICAL, LEGAL, OR COMPLIANCE ADVICE, AND USE OF THE SERVICE DOES NOT BY ITSELF MAKE ANY ORGANIZATION COMPLIANT WITH ANY LAW, REGULATION, OR FRAMEWORK.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR REVENUES, EVEN IF ADVISED OF THE POSSIBILITY. EXCEPT FOR YOUR PAYMENT OBLIGATIONS OR A PARTY'S BREACH OF SECTION 3, EACH PARTY'S TOTAL LIABILITY UNDER THESE TERMS IS LIMITED TO THE FEES PAID OR PAYABLE BY YOUR ORGANIZATION IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.
You may stop using the Service at any time; organization deletion removes platform-side records as described in the Privacy Policy. We may suspend or terminate access for material breach of these Terms. On termination of a paid agreement, we will make your application code and decision logs available for export as described in that agreement.
We may update these Terms; material changes will be notified through the Service or by email, and the effective date above will change. Continued use after the effective date constitutes acceptance.
These Terms are governed by the laws of [STATE], excluding its conflict-of-laws rules. Questions about these Terms: [CONTACT EMAIL].