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These Hello Patient Subscription Terms (these “Terms”) govern access to and use of the products and services made available by Patient Engagement Technologies Inc., a Delaware corporation, doing business as Hello Patient and Hello Fido (“Hello Patient”), including Hello Patient’s websites, applications, and application programming interfaces. These Terms are a binding agreement between Hello Patient and the individual or entity accepting them (“Customer”), and references to “you” or “your” mean Customer. These Terms, together with each Order Form and the policies and documents expressly incorporated by reference, constitute the “Agreement” between Hello Patient and Customer.
PLEASE READ THESE TERMS CAREFULLY. BY CLICKING “I AGREE” (OR A SIMILAR BUTTON OR CHECKBOX), CREATING AN ACCOUNT, PLACING AN ORDER, OR ACCESSING OR USING THE SERVICES, CUSTOMER ACCEPTS AND AGREES TO BE BOUND BY THIS AGREEMENT. THE INDIVIDUAL ACCEPTING THIS AGREEMENT REPRESENTS THAT THEY ARE AT LEAST EIGHTEEN (18) YEARS OLD AND HAS THE AUTHORITY TO BIND CUSTOMER. IF CUSTOMER DOES NOT AGREE, CUSTOMER MAY NOT ACCESS OR USE THE SERVICES.
IF CUSTOMER PURCHASES A SUBSCRIPTION, THE SUBSCRIPTION WILL AUTOMATICALLY RENEW, AND CUSTOMER’S PAYMENT METHOD WILL BE CHARGED ON A RECURRING BASIS, UNLESS CUSTOMER CANCELS BEFORE THE END OF THE THEN-CURRENT SUBSCRIPTION TERM AS DESCRIBED IN SECTION 8.1 (TERM AND RENEWAL).
If Customer and Hello Patient have executed a separate written agreement governing Customer’s use of the Services (including a master services agreement), that agreement, and not these Terms, governs. Capitalized terms have the meanings given in Section 1 (Definitions) or where first defined in these Terms.
Capitalized terms used in this Agreement have the meaning set forth below or as defined elsewhere in this Agreement.
1.1. “Account” means the account Customer registers to access, use, and administer the Services.
1.2. “Account Data” means Personal Data that relates to Hello Patient’s relationship with Customer, including the names and contact information of individuals authorized by Customer to access Customer’s account, support communications, and billing and administrative information relating to Customer. Account Data does not include Customer Data; substantive content that Customer or its Users submit in support communications or administrative fields remains Customer Data.
1.3. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than fifty percent (50%) of the voting securities or equivalent ownership interest.
1.4. “Aggregated and De-identified Data” means data derived from Customer Data, Outputs, or Usage Data that has been aggregated or de-identified such that it does not, and cannot reasonably be used, alone or in combination with other information, to identify Customer or any individual.
1.5. “Hello Patient Technology” means the Services, Documentation, and all technology, software, algorithms, models, model weights, training data, and intellectual property owned by or licensed to Hello Patient, including any modifications, improvements, or derivative works thereof, excluding Customer Data and Outputs.
1.6. “Customer Data” means any data, content, or materials submitted or made available by, or on behalf of, Customer or its Users to the Services, or otherwise collected by the Services or any connected tools on Customer’s behalf, as applicable, including any Personal Data contained therein. Customer Data does not include Usage Data, Account Data, or Aggregated and De-identified Data.
1.7. “Documentation” means Hello Patient’s then-current technical documentation, help articles, in-product guidance, user guides, and other similar materials that Hello Patient makes available to Customer as updated from time to time.
1.8. “Order Form” means an ordering document or online order specifying the Services to be provided, applicable fees, and other commercial terms, executed by both parties or completed through Hello Patient’s ordering process.
1.9. “Outputs” means any content, data, or materials generated by the Services in response to Customer Data or User inputs.
1.10. “Personal Data” means any information that identifies, relates to, describes, or could reasonably be used to identify a natural person, as defined under applicable privacy law.
1.11. “Protected Health Information” means “protected health information” as defined in 45 C.F.R. § 160.103.
1.12. “Services” means Hello Patient’s proprietary products and services, including Hello Patient’s websites, applications, and application programming interfaces, identified in the applicable Order Form or otherwise made available by Hello Patient to Customer under this Agreement, including any updates, upgrades, patches, bug fixes, or new features that Hello Patient makes generally available to its customers at no additional charge (“Updates”).
1.13. “Usage Data” means data generated by or collected through Customer’s or its Users’ interaction with the Services, including log data, feature usage statistics, performance metrics, and other operational and technical data relating to the use of the Services. Usage Data may include Personal Data, in which case Hello Patient will process it in accordance with applicable law and its applicable privacy notices. Usage Data does not include Customer Data or the content of prompts, inputs, files, Outputs, or substantive support communications.
1.14. “Users” means the individuals whom Customer authorizes to access, use, or administer the Services, including employees, consultants, contractors, and agents of Customer and its Affiliates, excluding automated or service accounts (each, a “User”).
2.1. Provision of Services; License Grant. Subject to the terms of this Agreement and the applicable Order Form, during the applicable Subscription Term (as defined in Section 8.1) or any period of free or trial access, Hello Patient hereby grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services, including any plug-ins, extensions, or components made available as part of the Services and the tools and features provided for configuration, as described in the Documentation, for Customer’s internal business purposes, and, as applicable, to generate, receive, and use Outputs in accordance with this Agreement. Hello Patient may provide Updates to the Services at its discretion, and such Updates will be subject to the terms of this Agreement. Hello Patient will not materially reduce the core functionality of the Services during a Subscription Term without Customer’s prior written consent. The Services are provided as Hello Patient-hosted cloud services; any other deployment model requires an Order Form or separate written agreement expressly providing for it.
2.2. Eligibility; Business Use; Accounts. The Services are intended solely for business use. Customer represents that: (a) Customer is entering into this Agreement for business purposes and not for personal, family, or household purposes; (b) the individual accepting this Agreement is at least eighteen (18) years old; and (c) Customer is not barred from using the Services under applicable law. Customer will provide accurate and complete information when registering an Account and will keep that information current.
2.3. Users. Customer may permit Users to access and use the Services and remains responsible for each User’s compliance with this Agreement as if it were Customer’s own use, for the confidentiality of all login credentials, and for all activities that occur under its Account. Customer will ensure that the number of Users does not exceed any limit specified in the applicable Order Form.
2.4. Subcontractors. Hello Patient may use subcontractors to perform its obligations under this Agreement. Hello Patient remains responsible for its subcontractors’ performance of Hello Patient’s obligations under this Agreement, but is not responsible for failures or unavailability of third-party services or infrastructure to the extent outside Hello Patient’s reasonable control, subject to the DPA with respect to Personal Data.
2.5. Beta Features. Hello Patient may make beta or pre-release features (each, a “Beta Feature”) available for Customer’s internal evaluation. Beta Features are provided “as is,” are not supported, may be subject to additional limitations, and may be modified or discontinued at any time, and Hello Patient has no obligation to make any Beta Feature generally available.
2.6. Support. Hello Patient will provide support for the Services as described in the Documentation. Except as expressly set forth in an Order Form, Hello Patient does not commit to any service levels, uptime percentages, response times, or service credits under this Agreement.
3.1. Use Restrictions. Customer will not, and will not permit any third party to: (a) sublicense, sell, resell, rent, lease, transfer, distribute, or otherwise make the Services available to any third party other than Users; (b) modify, copy, or create derivative works based on the Services or Hello Patient Technology; (c) reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code, object code, or underlying algorithms of the Services, or extract or reconstruct any model or training data; (d) access or use the Services or Outputs to build, train, or improve a product, service, or artificial intelligence or machine learning model that competes with the Services, or to benchmark the Services against a competitive product or service; (e) remove, alter, or obscure any proprietary notices on the Services; (f) use the Services to transmit harmful or malicious code, files, scripts, or agents (); (g) interfere with or disrupt the integrity or performance of the Services, or attempt to gain unauthorized access to the Services or their related systems; or (h) use the Services in violation of any applicable law or regulation.
3.2. AI-Specific Prohibitions. Customer will not, and will not permit any third party to, use the Services or Outputs to: (a) generate or distribute deceptive synthetic media, including deepfakes, impersonating a real person without a lawful basis; (b) engage in unlawful discrimination, or make legal, financial, employment, housing, healthcare, or other decisions that produce legal or similarly significant effects on individuals without meaningful human review; (c) generate content that sexualizes minors, promotes violence or self-harm, or facilitates illegal activity; (d) infringe or misappropriate the intellectual property or privacy rights of any third party; or (e) circumvent safety features, rate limits, or usage controls of the Services.
3.3.Customer Responsibilities. Customer is solely responsible for: (a) the accuracy, quality, and legality of Customer Data; (b) the means by which Customer acquired Customer Data; (c) Customer’s use of Outputs, including any decisions made or actions taken based on Outputs; and (d) ensuring that Customer’s use of the Services and Outputs complies with all applicable laws and regulations. Customer will use the Services in compliance with this Agreement and all applicable laws.
3.4.Restricted Data. Customer will not submit to the Services any data that is subject to heightened regulatory requirements, including payment card data subject to PCI-DSS, data controlled under the International Traffic in Arms Regulations, technical data controlled on the Commerce Control List of the Export Administration Regulations or otherwise requiring an export license (excluding EAR99 items), or data classified under government security programs, or any other Restricted Data identified in the DPA or the Documentation, unless Hello Patient has expressly agreed in writing to process such data and the parties have executed any supplemental agreements required by applicable law or regulation.
3.5.Outbound Communications; TCPA. To the extent Customer uses the Services to send outbound marketing or promotional communications subject to the Telephone Consumer Protection Act of 1991 (“TCPA”) or analogous state laws (including state mini-TCPA regulations), Customer will provide all required notices and disclosures to, and obtain all required consents and authorizations from, each recipient, and will provide Hello Patient with current and accurate opt-in and opt-out lists. The parties acknowledge that certain healthcare-related communications (including treatment, appointment, and care-coordination communications) may qualify for exemptions under the TCPA and related rules under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”); Hello Patient will design and operate the Services to support compliant use of those exemptions where applicable. Hello Patient will incorporate appropriate AI disclosure and opt-out functionality into the Services.
4.1. Hello Patient IP. As between the parties, Hello Patient retains all right, title, and interest in and to the Services, Hello Patient Technology, and any modifications, improvements, or derivative works thereof, including all intellectual property rights therein. No rights are granted to Customer except as expressly set forth in this Agreement.
4.2. Customer Data. As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants Hello Patient a non-exclusive, worldwide license to use, process, and display Customer Data solely as necessary to provide, operate, secure, support, and maintain the Services, and to create Aggregated and De-identified Data, in accordance with this Agreement and applicable law.
4.3. Feedback. Customer grants Hello Patient a perpetual, irrevocable, worldwide, royalty-free license to use any suggestions, ideas, or other feedback relating to the Services (“Feedback”) without restriction or obligation to Customer, provided that any Feedback incorporating Customer’s Confidential Information remains subject to Section 9 (Confidentiality).
4.4. Outputs. As between the parties and to the extent permitted by applicable law, Customer owns all right, title, and interest, if any, in and to Outputs, subject to Hello Patient’s rights in the Hello Patient Technology. Customer acknowledges that: (a) the Services may generate identical or similar Outputs for other customers in response to the same or similar inputs, and Hello Patient makes no exclusivity commitment with respect to any Output; and (b) Hello Patient may use Outputs to provide the Services and otherwise only as permitted under Section 4.5 (Data).
4.5. Data. Hello Patient will not use Customer Data or Outputs to train, fine-tune, develop, or improve any artificial intelligence or machine learning model, except as expressly authorized in writing by Customer or as Aggregated and De-identified Data in accordance with this Agreement. As between the parties, Hello Patient owns all right, title, and interest in and to Aggregated and De-identified Data. Hello Patient may use Aggregated and De-identified Data solely to: (a) provide, maintain, and improve the Services, including the machine learning models used to provide the Services; and (b) perform analytics and benchmarking. Hello Patient will ensure that Aggregated and De-identified Data does not identify Customer or any individual, will not attempt to re-identify Aggregated and De-identified Data and will not sell Aggregated and De-identified Data or make it available to any third party for such third party’s independent use. Hello Patient may collect and use Usage Data to operate, secure, support, maintain, analyze, improve, and develop the Services, and to comply with applicable law. As between the parties, Hello Patient owns all right, title, and interest in and to Usage Data.
Hello Patient will maintain an information security program that includes commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, disclosure, alteration, or destruction. Hello Patient will review and update its safeguards as appropriate, consistent with generally accepted industry standards for similarly situated providers. Hello Patient’s collection and use of Personal Data in connection with the Services is described in Hello Patient’s Privacy Policy available at https://www.hellopatient.com/legal/privacy. To the extent Hello Patient processes Personal Data on Customer’s behalf in connection with the Services, the terms of Hello Patient’s Data Processing Agreement available at https://www.hellopatient.com/legal/dpa (the “DPA”) apply and are incorporated into this Agreement by reference. To the extent Hello Patient creates, receives, maintains, or transmits Protected Health Information on Customer’s behalf as a business associate under HIPAA, the Hello Patient Business Associate Agreement available at https://www.hellopatient.com/legal/baa (the “BAA”) applies to that Protected Health Information and is incorporated into this Agreement by reference.
The Services may permit Customer or its Users to connect to, integrate with, or use products, services, or content provided by third parties that Customer or its Users select, authorize, access or enable, including any third-party AI model provider accessed using Customer’s own account or API keys (each, a “Third-Party Service”). A Third-Party Service is not part of the Services, and Customer’s use of any Third-Party Service is subject to that third party’s terms of service and privacy policies. Hello Patient is not liable for failures, outages, changes in capabilities, or acts or omissions attributable to any Third-Party Service, and Hello Patient makes no warranty with respect to any Third-Party Service. The Services may also rely on third-party model, hosting, or infrastructure providers, and, except as set forth in Section 2.4 (Subcontractors), Hello Patient is not liable for the acts, omissions, availability, or performance of any such provider. The Services may incorporate open-source software components that are subject to their own applicable license terms, which govern Customer’s use of those components and, in the event of a conflict, control over this Agreement solely with respect to those components. Hello Patient provides such components on an “as is” basis and makes no warranties with respect to them except as expressly set forth in this Agreement.
7.1.Fees. Customer will pay all fees specified in the applicable Order Form or as otherwise presented to Customer at the time of purchase (“Fees”). Except as expressly set forth in this Agreement, all Fees are non-refundable and non-cancellable. Customer authorizes Hello Patient and its third-party payment processors to charge Customer’s designated payment method for all Fees when due, including upon each renewal. Unless otherwise specified in the applicable Order Form, all Fees will be in USD and, where Hello Patient invoices Customer, will be payable on net thirty (30) day terms. Fees may be charged on a per-User subscription basis or on a consumption or usage basis, in each case as set forth in the applicable Order Form. For consumption-based Order Forms, Hello Patient will measure usage as described in the Order Form and may true-up usage exceeding the committed amount. Any undisputed amounts not paid when due will accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less. Customer will notify Hello Patient in writing of any disputed amounts, with reasonable supporting detail, within thirty (30) days of the applicable invoice or charge date, and will pay all undisputed amounts while the parties resolve the dispute in good faith.
7.2.Taxes. All Fees are exclusive of taxes. Customer is responsible for all applicable taxes (other than taxes based on Hello Patient’s net income) arising from or relating to this Agreement. If Hello Patient is required to collect or remit any such taxes, they will be invoiced to Customer and paid in accordance with this Section.
7.3.Free Trials; Free Access. Hello Patient may offer free trials, free tiers, or promotional access to the Services and may require a payment method at registration. Unless Customer cancels before the end of a free trial, Hello Patient may begin charging the applicable Fees at the end of the trial period. Free trials, free tiers, and promotional access are provided “as is” and without warranties, support commitments, or indemnification obligations on Hello Patient’s part, and may be modified, suspended, or discontinued by Hello Patient at any time.
8.1. Term and Renewal. This Agreement commences on the date Customer first accepts it (the “Effective Date”) and continues until all subscriptions and Order Forms have expired or been terminated. Each subscription runs for the initial subscription term selected by Customer at purchase or specified in the applicable Order Form (the “Initial Term”) and will automatically renew for successive periods equal in length to the then-expiring term (each, a “Renewal Term” and, collectively with the Initial Term, the “Subscription Term”). Hello Patient will charge Customer’s designated payment method at the then-current Fees upon each renewal, unless: (a) Customer cancels the subscription through its Account settings, or as otherwise described in the Documentation, before the end of the then-current term; or (b) Hello Patient elects not to renew by written notice at least thirty (30) days before the end of the then-current term. Cancellation takes effect at the end of the then-current Subscription Term, and Customer retains access to the Services through that date. Hello Patient may change the Fees for any Renewal Term by providing notice at least thirty (30) days before the start of that Renewal Term; the new Fees take effect at the start of that Renewal Term, and Customer may cancel the subscription before renewal if Customer does not agree to the change.
8.2. Termination for Cause. Either party may terminate an Order Form or this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice (ten (10) days for Customer’s breach of Section 3.1 (Use Restrictions) or Section 3.2 (AI-Specific Prohibitions) or use of the Services in violation of applicable law). For breaches that by their nature cannot be cured, including reverse engineering or use of Outputs to develop a competing product, Hello Patient may terminate immediately upon written notice. Either party may also terminate this Agreement immediately upon written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, has a receiver appointed, or is subject to a bankruptcy or similar proceeding not dismissed within sixty (60) days.
8.3. Termination for Convenience. Customer may cancel any subscription as described in Section 8.1 (Term and Renewal) and may stop using the Services at any time. Hello Patient may terminate this Agreement, any Order Form, or any subscription for convenience by written notice given at least thirty (30) days before the end of the then-current Subscription Term, in which case termination takes effect at the end of that Subscription Term. Hello Patient may suspend or terminate any free trial, free tier, or promotional access at any time without notice.
8.4. Suspension. Hello Patient may suspend access to the Services to the extent Hello Patient reasonably determines necessary to address a security risk, unlawful activity, a threat to the integrity or availability of the Services, or a violation of Section 3.1 (Use Restrictions), Section 3.2 (AI-Specific Prohibitions), or any policy identified in the applicable Order Form or Documentation, or to the extent required by a third-party provider used to provide the Services. Hello Patient may also suspend access upon ten (10) business days’ written notice for failure to pay undisputed amounts when due. Hello Patient will provide prompt notice of any suspension and restore access when the issue is resolved; suspension does not relieve Customer of its payment obligations.
8.5. Effects of Termination; Survival. Upon termination or expiration of this Agreement: (a) all rights granted to Customer cease; (b) Customer will discontinue use of the Services; (c) each party will return or destroy the other party’s Confidential Information in accordance with Section 9 (Confidentiality); and (d) Hello Patient will make Customer Data available for export in an industry-standard, machine-readable format for thirty (30) days, after which Hello Patient will delete Customer Data, subject to routine backups, legal retention requirements, and the DPA. Sections 4.1 (Hello Patient IP), 4.3 (Feedback), 4.4 (Outputs), 4.5 (Data) (with the license in Section 4.2 (Customer Data) surviving solely to the extent necessary for permitted retention, export, security, legal compliance, and deletion), 5 (Data Security) (for so long as Hello Patient retains Customer Data), 7 (Fees; Payment) (for outstanding payment obligations), 8.5 (Effects of Termination; Survival), 9 (Confidentiality), 10.3 (Disclaimer), 10.4 (AI Output), 11 (Indemnification), 12 (Limitation of Liability), 13 (Governing Law; Dispute Resolution), 14 (Changes to these Terms), and 15 (Miscellaneous) survive, along with any other provision that by its nature should survive.
“Confidential Information” means all non-public information disclosed by or on behalf of one party or its Affiliates (“Discloser”) to the other party (“Recipient”) that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information or the circumstances of its disclosure, including business plans, technical data, product plans, financial information, and customer lists. Hello Patient’s Confidential Information includes the Services, Hello Patient Technology, and any non-public information regarding Hello Patient’s products, product plans, security practices, and pricing. Recipient will: (a) use Confidential Information only to exercise its rights and perform its obligations under this Agreement; (b) protect it with at least the same care it uses for its own similar information, and no less than reasonable care; and (c) disclose it only to its and its Affiliates’ employees, contractors, officers, agents, directors, and professional advisors who need to know and are bound by confidentiality obligations at least as protective as this Agreement (each, a “Representative”). Recipient is responsible for any breach by its Representatives. Recipient will promptly notify Discloser of any unauthorized use, disclosure, or loss of Confidential Information and reasonably cooperate in Discloser’s investigation. Confidential Information does not include information that: (a) is or becomes public without breach of this Agreement; (b) Recipient rightfully knew, without restriction, before disclosure, as shown by its records or other reasonable evidence; (c) Recipient rightfully obtains from a third party without restriction; (d) Recipient independently develops without reference to Discloser’s Confidential Information, as shown by its records or other reasonable evidence; (e) is approved for release by Discloser in writing; or (f) is Usage Data or Aggregated and De-identified Data. Recipient may disclose Confidential Information if required by law or legal process, provided it gives Discloser prompt notice where legally permitted and, at Discloser’s expense, reasonably cooperates in any effort to limit the disclosure or obtain confidential treatment. Subject to Section 8.5 (Effects of Termination; Survival) and the DPA with respect to Customer Data, upon Discloser’s written request following termination or expiration of this Agreement, Recipient will return or destroy all Confidential Information within thirty (30) days and, at Discloser’s request, certify the return or destruction in writing. Recipient may retain: (a) archival copies for legal and compliance purposes; (b) automatic electronic backups; and (c) copies subject to legal hold or required by applicable law, in each case subject to this Agreement. The obligations set forth in this Section 9 (Confidentiality) will survive the expiration or termination of this Agreement for three (3) years; except that obligations for trade secrets continue for as long as the information remains a trade secret under applicable law.=
10.1. Authority. Each party represents and warrants that it has the legal power and authority to enter into this Agreement and to grant the rights granted in this Agreement.
10.2. Customer Warranties. Customer warrants that: (a) Customer’s use of the Services will comply with all applicable laws and regulations; (b) Customer Data does not infringe or misappropriate any third party’s intellectual property rights; (c) Customer Data has been collected in accordance with all applicable laws, including applicable data protection laws; and (d) Customer Data does not contain Harmful Code.
10.3. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES AND ANY OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND HELLO PATIENT DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, HELLO PATIENT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
10.4.AI Output. Customer acknowledges that the Services may use artificial intelligence and machine learning technologies, and that Outputs may be inaccurate, incomplete, or unsuitable for Customer’s intended purposes. Outputs, including statements made in communications generated by the Services, do not constitute professional healthcare advice, diagnosis, or treatment. The Services are powered in part by machine learning models that produce variable outputs, and Hello Patient does not warrant that the Services will produce consistent or accurate results. Customer is solely responsible for evaluating and verifying all Outputs before any use or reliance, including for compliance with applicable laws and regulations. Customer should not rely on Outputs as a substitute for independent professional judgment, and, except for Hello Patient’s express obligations under this Agreement, Hello Patient will have no liability for decisions made or actions taken by Customer based on Outputs.
11.1. Hello Patient Indemnification. Hello Patient will defend and indemnify Customer, its Affiliates, and their respective officers, directors, employees, and agents from and against any third-party claim alleging that Customer’s authorized use of the Services (excluding Outputs) in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights, and will pay any damages finally awarded or settlement amounts agreed to by Hello Patient. If the Services become, or in Hello Patient’s reasonable opinion are likely to become, the subject of an infringement claim, Hello Patient may, at its sole option and expense: (a) procure the right for Customer to continue using the Services; (b) modify the Services to make them non-infringing; or (c) if neither of the foregoing options is commercially practicable, terminate the affected Order Form and refund to Customer any prepaid Fees for the remainder of the Subscription Term. Hello Patient’s indemnification obligations under this Section will not apply to the extent any claim arises from: (i) Customer’s use of the Services or Outputs in a manner not authorized by this Agreement or the Documentation; (ii) Customer’s modification of the Services or Outputs, or their combination with products, services, or content not provided by Hello Patient; (iii) Customer’s continued use of the Services after Hello Patient has notified Customer of a potential infringement concern; or (iv) the inherent characteristics of artificial intelligence or machine learning technology. This Section states Hello Patient’s sole and exclusive liability, and Customer’s sole and exclusive remedy, for any claim of intellectual property infringement. Hello Patient’s indemnification obligations under this Section do not apply to free trials, free tiers, or promotional access (Section 7.3).
11.2. Customer Indemnification. Customer will defend and indemnify Hello Patient, its Affiliates, and their respective officers, directors, employees, and agents from and against any third-party claim arising out of or relating to: (a) Customer Data; (b) Customer’s breach of Section 3 (Customer Obligations); (c) Customer’s use of the Services or Outputs in violation of applicable law; or (d) any claim under the TCPA or analogous state law arising out of incorrect or incomplete opt-in or opt-out data provided by Customer. Customer will pay any damages finally awarded or settlement amounts agreed to by Customer.
11.3. Indemnification Procedures. The indemnifying party’s obligations are conditioned on the indemnified party: (a) providing prompt written notice of the claim; (b) granting sole control of the defense and settlement to the indemnifying party; and (c) providing reasonable cooperation at the indemnifying party’s expense. Failure to provide prompt notice relieves the indemnifying party only to the extent it is materially prejudiced. The indemnifying party will not settle any claim in a manner that imposes obligations on, requires any admission of fault by, or fails to fully release the indemnified party without the indemnified party’s prior written consent.
12.1. Consequential Damages Exclusion. EXCEPT FOR: (A) EITHER PARTY’S FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT; (B) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11 (INDEMNIFICATION); (C) CUSTOMER’S BREACH OF SECTION 3.1 (USE RESTRICTIONS) OR SECTION 3.2 (AI-SPECIFIC PROHIBITIONS); OR (D) CUSTOMER’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT (COLLECTIVELY, THE “EXCLUDED CLAIMS”), TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.2. General Cap. EXCEPT WITH RESPECT TO THE EXCLUDED CLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS (US$100).
12.3.Basis of the Bargain. The limitations of liability set forth in this Section reflect the allocation of risk between the parties and are an essential element of the basis of the bargain between the parties.
12.4.Claims Period. Except for Customer’s payment obligations, to the maximum extent permitted by applicable law, any claim arising out of or relating to this Agreement must be filed within one (1) year after the date on which the claim accrued, and any claim not filed within that period is permanently barred.
This Agreement is governed by the laws of the State of Texas, without regard to its conflict-of-laws principles. Before initiating any formal proceeding, the parties will attempt in good faith to resolve any dispute through negotiation for thirty (30) days after written notice of the dispute. Any dispute not resolved through that process will be resolved exclusively in the state or federal courts located in Travis County, Texas, and each party consents to the personal jurisdiction and venue of those courts, except that either party may seek injunctive or other equitable relief in any court of competent jurisdiction for any breach or threatened breach of Section 3.1 (Use Restrictions), Section 3.2 (AI-Specific Prohibitions), Section 4 (Intellectual Property; Data), or Section 9 (Confidentiality), which the parties agree may cause irreparable harm for which monetary damages are inadequate, without posting bond or proving damages. EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION AND ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.
Hello Patient may modify these Terms from time to time. Hello Patient will provide at least thirty (30) days’ prior notice by email, through the Services, or by posting the updated Terms with a new “Last Updated” date, and the changes will take effect at the start of Customer’s next Renewal Term or, if Customer has no active subscription, thirty (30) days after notice. Hello Patient will not make any change effective during a then-current Subscription Term, except for changes required by applicable law or by a governmental authority, which take effect on the date stated in the notice. Customer’s renewal of a subscription after notice of updated Terms constitutes acceptance of the updated Terms; if Customer does not agree to a change, Customer must cancel its subscription before the start of the next Renewal Term. Changes do not apply to any dispute between the parties arising before the effective date of the change. Changes to these Terms do not modify an Order Form executed by both parties during its then-current Subscription Term, except as expressly agreed by the parties in writing.
15.1. Publicity. Hello Patient may identify Customer by name and logo as a customer of Hello Patient on Hello Patient’s website, in customer lists, and in marketing materials, and will promptly cease any such use of Customer’s logo upon Customer’s written request. With Customer’s prior written approval (email sufficient), Hello Patient may publish a case study describing Customer’s use of the Services.
15.2.Force Majeure. Neither party will be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, government actions, epidemics, internet or telecommunications failures, or third-party infrastructure failures (“Force Majeure Event”). The affected party will give prompt written notice to the other party and will use commercially reasonable efforts to mitigate.
15.3.Assignment. Customer may not assign this Agreement, in whole or in part, without Hello Patient’s prior written consent, and any attempted assignment in violation of this Section is void. Hello Patient may assign this Agreement without consent, including to an Affiliate or in connection with a merger, change of control, reorganization, or sale of all or substantially all of its assets. This Agreement binds the parties’ permitted successors and assigns.
15.4. Notices. Hello Patient may provide notices to Customer by email to the email address associated with Customer’s Account, through the Services, or by posting to Hello Patient’s website, and such notices are deemed given when sent or posted. Customer is responsible for keeping its Account email address current. Customer will provide notices to Hello Patient by email to the email address set forth in Section 15.9 (Contact) (other than email returning an automated non-delivery notice), and such notices are deemed given upon receipt. Notices of a legal nature to Hello Patient must also be delivered by personal delivery, nationally recognized overnight courier, or certified or registered mail (return receipt requested) to the mailing address set forth in Section 15.9 (Contact).
15.5. Order of Precedence; Entire Agreement. If there is a conflict between the terms of this Agreement and any other document, the order of precedence is: (a) the applicable Order Form; (b) these Terms; and (c) all other policies, schedules, and guidelines referenced herein, except that the DPA controls over all other documents with respect to the processing of Personal Data, and any business associate agreement between the parties controls with respect to Protected Health Information. For clarity, this Agreement controls ownership of, and the permitted uses of, Aggregated and De-identified Data that no longer constitutes Personal Data. If Customer and Hello Patient have executed a separate written agreement governing Customer’s access to and use of the Services, including a master services agreement, that agreement governs and these Terms do not apply to the Services covered by that agreement. This Agreement, together with all Order Forms and any policies and documents expressly incorporated by reference, is the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any terms in Customer’s purchase order or other ordering document that are in addition to or inconsistent with this Agreement are expressly rejected and will have no force or effect. Any non-disclosure agreement between the parties will continue to govern Confidential Information disclosed before the Effective Date unless the parties expressly agree otherwise in writing; this Agreement governs Confidential Information disclosed on or after the Effective Date.
15.6. General. A party’s failure to enforce any provision of this Agreement is not a waiver of that provision. If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect. Nothing in this Agreement confers any rights or remedies on any person other than the parties and their permitted successors and assigns. The parties are independent contractors, and nothing in this Agreement creates any agency, partnership, joint venture, employment, or fiduciary relationship.
15.7. Government Users; Compliance with Laws. The Services and Documentation are “commercial items,” “commercial computer software,” and “commercial computer software documentation” under 48 C.F.R. §§ 2.101, 12.212, and 227.7202, and any U.S. Government end user acquires only the rights granted to all other customers under this Agreement. Each party will comply with all applicable export, import, sanctions, anti-corruption, and anti-bribery laws. Customer represents that it is not organized under the laws of, headquartered in, or ordinarily resident in any jurisdiction subject to comprehensive U.S. sanctions, and that neither Customer nor any person that owns or controls it is on any U.S. government restricted-party list.
15.8. Electronic Acceptance; Communications. Customer consents to transact electronically and to receive notices, disclosures, and other communications from Hello Patient electronically, including by email and through the Services. Acceptance of this Agreement by electronic means, including by clicking to accept, has the same legal effect as an original ink signature under the U.S. ESIGN Act and the Uniform Electronic Transactions Act (UETA).
15.9. Contact. Questions about these Terms, and notices to Hello Patient under Section 15.4 (Notices), may be sent via one of the methods listed below.
Email: legal@hellopatient.com
Mail: Patient Engagement Technologies Inc., 2025 Guadalupe St, Suite 260, Austin, TX 78705