Terms of Service

These Terms of Service ("Terms") govern your access to and use of the website, platform, and services (collectively, the "Services") provided by Gesund Health Data, Inc. ("Gesund," "we," "us," or "our").

Please read these Terms carefully before using our Services. By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use our Services.

1. Acceptance of Terms

By accessing or using our Services, you represent and warrant that:

• You are at least 18 years of age
• You have the legal capacity to enter into these Terms
• If you are accessing or using the Services on behalf of an organization, you have the authority to bind that organization to these Terms
• Your use of the Services complies with all applicable laws and regulations

2. Description of Services

2.1 Website Services

Our website provides information about our clinical intelligence platform, use cases, and allows you to request demonstrations and contact our team.

2.2 Platform Services

Our platform provides AI-powered clinical intelligence services for healthcare organizations and life insurance carriers, including:

• Multi-source health data integration and interpretation
• Clinical reasoning and risk assessment
• Episode grouping and timeline generation
• Medication and lab analysis
• Underwriting decision support

Platform services are provided under separate agreements. These Terms govern access to our website and general inquiries.

3. Account Registration and Security

3.1 Account Creation

To access certain features of our Services, you may need to create an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Maintain the security of your password and account credentials
• Notify us immediately of any unauthorized access or security breach
• Accept responsibility for all activities that occur under your account

3.2 Account Termination

We reserve the right to suspend or terminate your account if we believe you have violated these Terms or engaged in conduct that we deem inappropriate or harmful.

4. Acceptable Use Policy

You agree not to use our Services to:

4.1 Prohibited Activities

• Violate any applicable laws, regulations, or third-party rights
• Transmit any unlawful, harmful, threatening, abusive, harassing, defamatory, or otherwise objectionable content
• Impersonate any person or entity, or falsely state or misrepresent your affiliation with any person or entity
• Interfere with or disrupt the Services or servers or networks connected to the Services
• Attempt to gain unauthorized access to any portion of the Services or any systems or networks
• Use any automated means (e.g., robots, scrapers) to access the Services without our express written permission
• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying algorithms of the Services
• Remove, obscure, or alter any proprietary rights notices displayed in connection with the Services
• Use the Services to develop competing products or services
• Transmit any viruses, malware, or other malicious code

4.2 Healthcare-Specific Restrictions

When using our Services in connection with healthcare or insurance activities, you agree to:

• Comply with all applicable healthcare laws and regulations, including HIPAA where applicable
• Not use the Services in a manner that could harm patients or result in inappropriate medical decisions
• Not rely solely on the Services for clinical decision-making without appropriate professional judgment
• Maintain appropriate professional liability insurance

5. Intellectual Property Rights

5.1 Gesund's Intellectual Property

The Services and all content, features, and functionality (including but not limited to software, algorithms, text, graphics, logos, and trademarks) are owned by Gesund and are protected by United States and international copyright, trademark, patent, and other intellectual property laws.

You are granted a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services for their intended purpose. This license does not include:

• Any right to reproduce, distribute, modify, create derivative works, or publicly display any content
• Any right to use our trademarks, service marks, or logos without prior written consent
• Any right to reverse engineer or access the source code of our software

5.2 Trademarks

"Gesund," "MultiExpert," and other marks used on our Services are trademarks or registered trademarks of Gesund Health Data, Inc. You may not use these marks without our prior written permission.

5.3 Customer Data and Feedback

For platform customers: You retain all rights to your data. We process your data only as authorized in our Master Service Agreement and Business Associate Agreement.

If you provide us with feedback, suggestions, or ideas about our Services, you grant us a worldwide, perpetual, irrevocable, royalty-free license to use, modify, and incorporate such feedback into our Services without any obligation to you.

6. Disclaimers and Limitations of Liability

6.1 "AS IS" and "AS AVAILABLE"

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• Warranties of merchantability, fitness for a particular purpose, or non-infringement
• Warranties regarding accuracy, reliability, or completeness of content
• Warranties that the Services will be uninterrupted, secure, or error-free
• Warranties that defects will be corrected

6.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, GESUND SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR USE, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNT YOU HAVE PAID US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

6.3 Healthcare Liability Disclaimer

YOU ACKNOWLEDGE AND AGREE THAT:

• Our Services are decision support tools, not replacements for professional judgment
• Healthcare providers remain solely responsible for all clinical decisions
• Insurance underwriters remain solely responsible for all underwriting decisions
• We do not provide medical advice, diagnosis, or treatment
• You should not rely solely on our Services for any medical or underwriting decision
• You maintain appropriate professional liability insurance for your activities

7. Indemnification

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

• Your use of the Services
• Your violation of these Terms
• Your violation of any rights of any third party
• Your violation of any applicable laws or regulations
• Any clinical or underwriting decisions made in connection with your use of the Services

8. Third-Party Services

Our Services may integrate with or contain links to third-party websites, services, or content. We do not control, endorse, or assume responsibility for any third-party services. Your use of third-party services is at your own risk and subject to the terms and conditions of those third parties.

9. Data Protection and Privacy

Our collection, use, and protection of your information is governed by our Privacy Policy. For information about how we handle Protected Health Information (PHI) in our platform services, please refer to our Business Associate Agreement and Security page.

10. HIPAA and Healthcare Compliance

10.1 Public Website

This website does not collect, process, or store Protected Health Information (PHI). These Terms apply to our public website only.

10.2 Platform Services

Our platform services that process PHI are HIPAA-compliant and governed by:

• Master Service Agreement (MSA): Defines the commercial terms of service
• Business Associate Agreement (BAA): Defines HIPAA compliance obligations
• Data Processing Addendum (DPA): Defines data handling and security requirements

Customers who use our platform to process PHI must execute a BAA with us before using those services.

11. Termination

11.1 Termination by You

You may terminate your account at any time by contacting us at support@gesundhealthdata.com.

11.2 Termination by Us

We may suspend or terminate your access to the Services at any time, with or without cause, with or without notice. Reasons for termination may include:

• Violation of these Terms
• Fraudulent or illegal activity
• Requests by law enforcement or government agencies
• Discontinuation of the Services

11.3 Effect of Termination

Upon termination:

• Your right to access and use the Services will immediately cease
• We may delete your account and data (subject to our data retention policies and legal obligations)
• Sections of these Terms that by their nature should survive termination will survive

12. Dispute Resolution

12.1 Governing Law

These Terms and any disputes arising out of or related to these Terms or the Services shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.

12.2 Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA), except as modified by these Terms.

The arbitration shall be conducted in Delaware, and judgment on the arbitration award may be entered in any court having jurisdiction thereof.

12.3 Exceptions to Arbitration

Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement or misappropriation of intellectual property rights.

12.4 Class Action Waiver

YOU AGREE THAT DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR OTHER REPRESENTATIVE PROCEEDING.

13. Modifications to Terms

We reserve the right to modify these Terms at any time. If we make material changes, we will notify you by:

• Posting the updated Terms on our website with a new "Last Updated" date
• Sending an email notification to your registered email address (if you have an account)
• Displaying a prominent notice on our website

Your continued use of the Services after the effective date of any changes constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Services.

14. General Provisions

14.1 Entire Agreement

These Terms, together with our Privacy Policy and any other policies or agreements referenced herein, constitute the entire agreement between you and Gesund regarding the Services and supersede all prior agreements and understandings.

14.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable.

14.3 Waiver

No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition.

14.4 Assignment

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

14.5 Force Majeure

We shall not be liable for any failure or delay in performance due to causes beyond our reasonable control, including acts of God, natural disasters, war, terrorism, pandemics, labor disputes, or government actions.

14.6 Export Control

You agree to comply with all applicable export and import control laws and regulations. You may not use or export the Services in violation of U.S. export laws and regulations.

14.7 No Agency

No agency, partnership, joint venture, or employment relationship is created between you and Gesund as a result of these Terms or your use of the Services.

15. Notices

All notices, requests, or other communications required or permitted under these Terms must be in writing and sent to:

Gesund Health Data, Inc.
Email: legal@gesundhealthdata.com

We may provide notices to you via email to the address associated with your account or by posting on our website.

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By using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.