Terms of Service

ARTICLE 1 — DEFINITIONS

• "Authorized User" means any individual authorized by Customer to access the Platform.
• "Customer Data" means all data, information, and materials submitted through the Platform, including Patient Data.
• "Patient Data" means data collected through Devices relating to a Patient (health, vitals, etc.).
• "PHI" means Protected Health Information as defined under HIPAA.
• "Subscription Term" means the period of authorized access specified in an Order Form.

ARTICLE 2 — PLATFORM ACCESS AND USE

• 2.1. License Grant: Hearth grants a limited, non-exclusive, non-transferable license to access and use the Platform for internal business purposes during the Subscription Term.
• 2.2. Restrictions: Users shall not copy, modify, reverse engineer, or use the Platform for any unlawful purpose.
• 2.4. Platform Modifications: Hearth reserves the right to modify or discontinue features, with commercially reasonable notice for material changes.

ARTICLE 3 — DEVICES AND INSTALLATION

• 3.1. Device Provision: Hearth provides Devices specified in the Order Form; title remains with Hearth unless specified otherwise.
• 3.2. Installation: Customer is responsible for proper installation at Patient locations and obtaining Patient consent.
• 3.4. Return of Devices: Upon termination, Customer must return all Devices within thirty (30) days.

ARTICLE 4 — CUSTOMER DATA AND PRIVACY

• 4.3. Data Security: Hearth maintains technical and physical safeguards to protect Customer Data.
• 4.4. Data Retention: Hearth retains data for the Subscription Term plus 90 days.
• 4.5. Patient Privacy: Customer is solely responsible for obtaining Patient consents and complying with privacy laws.

ARTICLE 5 — HIPAA COMPLIANCE

• 5.1. Business Associate Agreement: To the extent Hearth manages PHI, the parties shall enter into a BAA.
• 5.2. Customer Responsibilities: Customer warrants that it complies with HIPAA and will report any security incidents promptly.

ARTICLE 6 — FEES AND PAYMENT

• 6.1. Fees: Fees are specified in the Order Form and are typically in U.S. dollars.
• 6.2. Payment Terms: Invoices are due within 30 days. Late payments bear interest at 1.5% per month.
• 6.4. Fee Changes: Hearth may modify fees upon 30 days' notice prior to renewal.

ARTICLE 7 — INTELLECTUAL PROPERTY

• 7.1. Hearth IP: Hearth owns all rights to the Platform, Devices, and Documentation.
• 7.2. Feedback: Hearth may use any suggestions or feedback without obligation.

ARTICLE 8 — REPRESENTATIONS AND WARRANTIES

• 8.4. Disclaimer: THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." HEARTH DISCLAIMS ALL IMPLIED WARRANTIES.
• 8.5. No Medical Advice: THE PLATFORM SUPPORTS, BUT DOES NOT REPLACE, CLINICAL JUDGMENT. HEARTH DOES NOT PROVIDE MEDICAL ADVICE.

ARTICLE 9 — INDEMNIFICATION

Customer shall indemnify Hearth against third-party claims arising from Customer's breach of terms, misuse of data, or failure to obtain Patient consents.

ARTICLE 10 — LIMITATION OF LIABILITY

• 10.1. Exclusion of Consequential Damages: Neither party is liable for indirect or consequential damages.
• 10.2. Liability Cap: Total liability is capped at the fees paid during the preceding 12 months, except for gross negligence or indemnification.

ARTICLE 11 — TERM AND TERMINATION

• 11.3. Termination for Convenience: Customer may terminate upon 60 days' written notice, remaining liable for fees through the end of the term.
• 11.4. Effect of Termination: License ends, Devices must be returned, and Confidential Information must be destroyed.

ARTICLE 12 — GENERAL PROVISIONS

• 12.1. Governing Law: Laws of the State of Delaware.
• 12.2. Dispute Resolution: State or federal courts in Delaware.
• 12.9. Entire Agreement: These Terms (plus BAA and Order Forms) constitute the entire agreement.
• 12.10. Amendments: Hearth may modify terms by posting on the website; continued use constitutes acceptance.

CONTACT INFORMATION

Hearth Connected Care Inc.
Email: legal@hearthconnectedcare.com