Terms of Service

1. Acceptance of Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“User,” “you,” or “your”) and Health1st AI, Inc. (“Health1st AI,” “we,” “our,” or “us”) governing your access to and use of our website (health1st.ai), software applications, and AI-powered healthcare workflow automation platform (collectively, the “Services”).

By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you may not access or use the Services.

2. Definitions

• “Services” means Health1st AI's website, software platform, AI agents, and related services including clinical documentation, revenue cycle management, and interoperability solutions.
• “User” means any individual or entity that accesses or uses the Services, including healthcare providers, administrators, and authorized representatives.
• “Customer” means a healthcare organization (e.g., clinic, hospital, medical practice) that has entered into a paid subscription agreement for the Services.
• “PHI” means Protected Health Information as defined by the Health Insurance Portability and Accountability Act (HIPAA).
• “BAA” means Business Associate Agreement, a HIPAA-required contract between Health1st AI and Customers who transmit PHI through the Services.

3. License to Use Services

3.1 License Grant

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes in accordance with the subscription plan you have purchased.

3.2 Restrictions

You agree NOT to:

• Copy, modify, distribute, sell, or lease any part of the Services
• Reverse engineer, decompile, or attempt to extract source code from the Services
• Remove or alter any proprietary notices or labels on the Services
• Use the Services to develop competing products or services
• Access the Services through automated means (bots, scrapers) except via our official APIs
• Circumvent security measures or access controls
• Transmit viruses, malware, or other harmful code
• Use the Services for any illegal or unauthorized purpose
• Violate any applicable laws, regulations, or third-party rights

4. User Accounts and Registration

4.1 Account Creation

To access certain features of the Services, you must create an account. You agree to provide accurate, current, and complete information during registration and to update this information to maintain its accuracy.

4.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must immediately notify us at info@health1st.ai of any unauthorized use of your account or any security breach.

4.3 Account Termination

We reserve the right to suspend or terminate your account if you violate these Terms or engage in fraudulent, abusive, or illegal activity.

5. Subscription and Payment

5.1 Subscription Plans

The Services are offered under various subscription plans with different features and pricing. Pricing details are available at Request Demo or in your Customer Agreement.

5.2 Payment Terms

Payment is due according to the billing cycle specified in your subscription (monthly, annually, etc.). You authorize us to charge your designated payment method on each billing cycle. All fees are non-refundable except as required by law or as specified in your Customer Agreement.

5.3 Price Changes

We may change our pricing with 30 days' advance notice. Price changes will take effect on your next billing cycle. Continued use of the Services after a price change constitutes acceptance of the new pricing.

5.4 Late Payment

If payment is not received by the due date, we may suspend access to the Services until payment is made. Late payments may incur a fee of 1.5% per month or the maximum allowed by law, whichever is lower.

6. HIPAA and Protected Health Information

6.1 Business Associate Relationship

If you are a covered entity or business associate under HIPAA and you use the Services to create, receive, maintain, or transmit PHI, you and Health1st AI must execute a Business Associate Agreement (BAA) before transmitting any PHI through the Services. The BAA supplements these Terms and governs our handling of PHI.

6.2 User Responsibilities

When transmitting PHI, you are responsible for:

• Obtaining all necessary patient authorizations and consents
• Ensuring your use of the Services complies with HIPAA Privacy and Security Rules
• Implementing appropriate safeguards for PHI in your possession
• Training your workforce on HIPAA compliance
• Reporting any suspected breaches to us within 24 hours

6.3 No Transmission Without BAA

7. Intellectual Property Rights

7.1 Our Ownership

Health1st AI retains all rights, title, and interest in and to the Services, including all software, algorithms, AI models, documentation, trademarks, and other intellectual property (“Health1st AI IP”). These Terms do not grant you any ownership rights in Health1st AI IP.

7.2 Your Data

You retain ownership of all data, content, and information you input into the Services (“Customer Data”), including PHI. You grant us a limited license to use Customer Data solely to provide the Services to you. We will not use Customer Data for any other purpose without your explicit consent.

7.3 Feedback

If you provide feedback, suggestions, or ideas about the Services (“Feedback”), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate Feedback into the Services without compensation or attribution.

8. Warranties and Disclaimers

8.1 Service Availability

We strive to maintain 99.9% uptime but do not guarantee uninterrupted or error-free operation. The Services may be temporarily unavailable due to maintenance, updates, or factors beyond our control.

8.2 AI Accuracy Disclaimer

8.3 DISCLAIMER OF WARRANTIES

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE. WE DO NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE SECURE, TIMELY, ERROR-FREE, OR COMPLETELY ACCURATE.

9. Limitation of Liability

10. Indemnification

You agree to indemnify, defend, and hold harmless Health1st AI, its affiliates, and their respective officers, directors, employees, and agents from any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising from:

• Your use or misuse of the Services
• Your violation of these Terms
• Your violation of any law, regulation, or third-party rights
• Medical malpractice or patient harm claims related to your clinical decisions (even if influenced by AI outputs)
• Unauthorized access to or use of your account
• Customer Data you submit to the Services

11. Term and Termination

11.1 Term

These Terms remain in effect until terminated by you or us.

11.2 Termination by You

You may terminate your account at any time by contacting info@health1st.ai. Termination does not entitle you to a refund of prepaid fees.

11.3 Termination by Us

We may suspend or terminate your account immediately if you:

• Violate these Terms
• Fail to pay fees when due
• Engage in fraudulent, illegal, or harmful activity
• Transmit PHI without a BAA in place

11.4 Effect of Termination

Upon termination:

• Your license to use the Services terminates immediately
• We will cease processing Customer Data (subject to legal retention requirements)
• You may request a copy of Customer Data within 30 days (subject to applicable fees)
• Customer Data will be deleted after 30 days unless legally required to retain

12. Privacy and Data Protection

Our collection, use, and disclosure of your information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you consent to our privacy practices.

13. Modifications to Terms

We may modify these Terms at any time by posting the updated Terms on our website with a new “Last Updated” date. For material changes, we will provide 30 days' advance notice via email or prominent website notice. Your continued use of the Services after changes become effective constitutes acceptance of the modified Terms. If you do not agree to the changes, you must stop using the Services and terminate your account.

14. Dispute Resolution and Arbitration

14.1 Informal Resolution

Before filing a formal claim, you agree to contact us at info@health1st.ai to attempt to resolve the dispute informally for at least 30 days.

14.2 Binding Arbitration

If informal resolution fails, you and Health1st AI agree to resolve disputes through binding individual arbitration under the Federal Arbitration Act (FAA) and the rules of the American Arbitration Association (AAA). Arbitration will be conducted in San Francisco, California (or virtually if agreed).

14.3 Class Action Waiver

14.4 Opt-Out

You may opt out of arbitration within 30 days of accepting these Terms by sending written notice to info@health1st.ai. If you opt out, disputes will be resolved in courts located in San Francisco, California.

15. General Provisions

15.1 Governing Law

These Terms are governed by the laws of the State of California, without regard to conflict of law principles.

15.2 Entire Agreement

These Terms, together with the Privacy Policy and any executed BAA or Customer Agreement, constitute the entire agreement between you and Health1st AI regarding the Services.

15.3 Severability

If any provision of these Terms is found invalid or unenforceable, the remaining provisions will remain in full force and effect.

15.4 Waiver

Our failure to enforce any right or provision of these Terms does not constitute a waiver of that right or provision.

15.5 Assignment

You may not assign or transfer these Terms or your account without our prior written consent. We may assign our rights and obligations without restriction.

15.6 Force Majeure

We are not liable for any delay or failure to perform due to events beyond our reasonable control, including natural disasters, war, terrorism, riots, pandemics, or internet/network failures.

16. Contact Information