Last updated: August 10, 2026
These Terms of Service (the "Terms") form a binding agreement between Suvi Health, Inc. ("Suvi Health," "we," "us," or "our") and you, describing the conditions under which you may access and use our ambient clinical scribe, recovery, and discharge platform and associated software, applications, websites, application programming interfaces, content, and other technology offerings (collectively, the "Platform"). The Platform supports inpatient care and post-discharge recovery. The Platform is not a telehealth service, and Suvi Health does not provide clinical care. Read these Terms carefully before using the Platform.
BY CREATING AN ACCOUNT, CLICKING "I AGREE," OR ACCESSING OR USING ANY PART OF THE PLATFORM, YOU CONFIRM THAT YOU HAVE READ AND UNDERSTAND THESE TERMS AND AGREE TO BE BOUND BY THEM, TOGETHER WITH THE SUVI HEALTH PRIVACY POLICY, ANY APPLICABLE BUSINESS ASSOCIATE AGREEMENT BETWEEN SUVI HEALTH AND YOUR HEALTH SYSTEM OR OTHER COVERED ENTITY, AND ANY ADDITIONAL TERMS THAT APPLY TO SPECIFIC FEATURES YOU USE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE PLATFORM.
UNLESS YOU RESIDE IN A JURISDICTION WHERE SUCH PROVISIONS ARE UNENFORCEABLE, THESE TERMS REQUIRE THAT MOST DISPUTES BETWEEN YOU AND SUVI HEALTH BE RESOLVED THROUGH INDIVIDUAL, BINDING ARBITRATION AND NOT IN COURT. YOU WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION, EXCEPT AS PROVIDED BELOW. PLEASE READ PART VIII (DISPUTE RESOLUTION AND ARBITRATION) CAREFULLY.
YOU MAY OPT OUT OF THIS ARBITRATION AGREEMENT WITHIN THIRTY (30) DAYS AFTER YOU FIRST ACCEPT THESE TERMS BY EMAILING LEGAL@SUVI.HEALTH.
THE PLATFORM IS NOT DESIGNED OR INTENDED FOR USE IN A MEDICAL EMERGENCY. IF YOU OR SOMEONE IN YOUR CARE IS EXPERIENCING A MEDICAL EMERGENCY, CALL 911 OR GO TO THE NEAREST EMERGENCY DEPARTMENT IMMEDIATELY. DO NOT RELY ON THE PLATFORM, ANY VOICE AGENT, CHATBOT, MESSAGING FEATURE, OR NUDGE FOR EMERGENCY CARE OR FOR TIME-SENSITIVE MEDICAL DECISIONS.
These Terms are divided into nine parts.
If you are a Care Team User (such as a clinician, nurse, care coordinator, social worker, technician, administrator, or other workforce member of a health system that has engaged Suvi Health), Parts I, II, III, V, VI, VII, VIII, and IX apply to you. If you are a Patient User, Authorized Representative, or Caregiver User, Parts I, II, IV, V, VI, VII, VIII, and IX apply to you. Where a provision applies to a particular group only, the Terms identify that group. Headings are included for convenience only and do not affect interpretation.
In these Terms, capitalized words have the meanings given below. Other capitalized words are defined where they first appear. The words "include," "includes," "including," and similar words are not limiting. References to a statute include any successor or amendment. References to "days" mean calendar days unless otherwise stated. Singular includes plural and vice versa.
"Account" means the user account created for you on the Platform, whether provisioned directly by Suvi Health or through a Health System.
"Additional Terms" means any supplemental terms, policies, guidelines, rules, or agreements that Suvi Health makes available in connection with a specific feature, program, beta offering, or promotion, which are incorporated by reference into these Terms when they apply to you.
"Ambient Scribe" means the Platform feature that passively captures audio during an encounter and generates a structured clinical note, transcript, summary, or other documentation.
"Authorized Representative" means an individual who is legally authorized under applicable law, Health System policy, and any required documentation to act for a Patient User with respect to the Patient User’s care while the Patient User is under treatment, including by accessing the Platform, providing consents or instructions, and otherwise standing in the shoes of the Patient User for those authorized purposes.
"BAA" means a written Business Associate Agreement entered into between Suvi Health and a Health System that governs the creation, receipt, maintenance, or transmission of Protected Health Information on behalf of that Health System.
"Beta Offering" means any feature, product, service, or capability that Suvi Health designates as alpha, beta, preview, pilot, limited release, experimental, or evaluation, or that is otherwise not generally available.
“Caregiver User” means a caregiver, family member, or other individual whom a Patient User chooses to give access to Patient User information through the Platform, or who otherwise receives limited access enabled by the Platform or a Health System in accordance with applicable law. Caregiver User access is limited to the Patient-selected or Platform-enabled information, tasks, status updates, and features made available to that Caregiver User. A Caregiver User does not stand in the Patient User’s shoes and is not authorized, solely by virtue of Caregiver User access, to make medical decisions for the Patient User, provide recording consent for the Patient User, exercise privacy-rights requests for the Patient User, act as the Patient User's legal representative or proxy, access the Patient User's Account credentials, or bind the Patient User.
"Care Team User" means a clinician, nurse, care coordinator, social worker, administrator, technician, or other individual who accesses the Platform in the course of providing or supporting care on behalf of a Health System.
"Chatbot" means a text-based or conversational interface on the Platform through which a Patient User can communicate with automated agents. The Chatbot may route or surface certain questions, tasks, or status information for Care Team User review only when that functionality is enabled by the Health System, but it is not a current general direct-messaging service with Care Team Users.
"Feedback" means any comments, suggestions, enhancement requests, ideas, recommendations, or other information you provide to Suvi Health regarding the Platform.
"Health System" means a hospital, health system, physician practice, clinic, provider group, accountable care organization, or other healthcare organization that has contracted with Suvi Health to make the Platform available to its patients, caregivers, workforce, and other users.
"Health System Agreement" means the written agreement between Suvi Health and a Health System under which the Platform is made available to that Health System and its Care Team Users.
"HIPAA" means the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, as amended, together with the Health Information Technology for Economic and Clinical Health Act of 2009 and its implementing regulations, as amended.
"Nudge" means a reminder, suggestion, educational message, check-in, survey, question, or other communication generated by the Platform, including communications informed by machine learning or other automated systems, intended to support a Patient's recovery, adherence, care navigation, or engagement with the Patient's care plan.
"Patient" means an adult individual, age 18 or older, whose care is supported by the Platform, including during an inpatient admission and during any post-discharge recovery period.
“Patient User” means a Patient who accesses or uses the Platform directly through the Patient’s own Account, or an Authorized Representative acting within the scope of documented authority to stand in the shoes of that Patient while the Patient is under treatment.
"Patient Data" means any information about a Patient that is created, received, stored, or transmitted through the Platform, including PHI, recordings, transcripts, summaries, assessments, messages, and Nudges.
"Privacy Policy" means the Suvi Health Privacy Policy published on our website, as updated from time to time.
"Protected Health Information or PHI" means individually identifiable health information as defined under HIPAA.
"Services" means the Platform together with any related support, training, documentation, implementation, and other services provided by Suvi Health.
"Suvi Health IP" means all intellectual property and proprietary rights in and to the Platform and the Services, including software, source code, object code, models, algorithms, weights, prompts, user interfaces, look and feel, designs, documentation, content, logos, trademarks, service marks, trade names, trade dress, know-how, and APIs.
"User" means any individual age 18 or older who is authorized to access or use the Platform, including Care Team Users, Patient Users, Authorized Representatives, Caregiver Users, and any other authorized individual.
"User Content" means any audio, video, image, text, document, message, file, form response, or other content that you submit, upload, transmit, record, or otherwise make available through the Platform, together with communications you send through the Platform.
"Voice Agent" means a spoken-language automated agent on the Platform through which a User can interact with the Platform by voice.
You must be at least 18 years old and able to form a binding contract to create an Account and use the Platform. The Platform is intended only for adults, and Suvi Health does not knowingly permit individuals under 18 years of age to create Accounts or use the Platform directly. If you are a Care Team User, you must also meet the licensure, credentialing, employment, and training requirements your Health System imposes.
The Platform is intended only for Users located in the United States. Suvi Health makes no representation that the Platform is appropriate or available for use outside of the United States, and access from jurisdictions where such use is unlawful or where Suvi Health has not authorized it is prohibited.
Most features of the Platform require an Account. You may obtain an Account directly from Suvi Health where that option is offered, or through a Health System that has engaged Suvi Health. If your Account is provisioned through a Health System or is otherwise linked to a Health System (for example, because you are a Patient receiving care from that Health System or a workforce member of that Health System), that Health System may control aspects of your Account and your access to the Platform, including your role, permissions, available features, session duration, retention of information, and the ability to suspend, reassign, or terminate your Account in accordance with the Health System Agreement and applicable law. If your relationship with a Health System ends, your Account associated with that Health System may be deactivated, and any continued use of the Platform will require a separate arrangement.
You agree to provide accurate and current information when creating and maintaining your Account, to promptly update it when it changes, to keep your credentials confidential, and to accept responsibility for all activity that occurs under your Account, whether or not authorized by you. You may have only one Account unless Suvi Health expressly allows otherwise. You may not share, sell, rent, loan, or transfer your Account or credentials to any other person. Depending on your user role, access to the Platform may require patients and caregivers to authenticate using phone-number authentication, passkeys, and multi-factor authentication, and may require Care Team Users to authenticate through the applicable Health System’s enterprise identity provider using SAML 2.0 or OIDC federation. Where authentication or similar security features are required, you agree to use and comply with those access-control measures.
By creating an Account, you consent to receive communications from Suvi Health and, where applicable, from your Health System, through the Platform or at the email address, phone number, or other contact information associated with your Account. These communications may include notices about your Account, changes to the Services, security alerts, legal and compliance notices, support communications, care-related reminders, Nudges, task and status updates, summary availability, survey invitations, and administrative messages. You may receive communications by email, in-app notification, push notification, SMS text message, voice call, or other means we select. Standard carrier messaging and data charges from your telecommunications provider may apply, and carrier availability and quality are outside our control. Communications features are intended for administrative, coordination, engagement, and non-urgent care-support purposes only, may be limited to task/status sharing, dashboard review, or other enabled workflows, and are not monitored continuously for emergency or time-sensitive needs. Unless a Health System expressly enables a specific workflow, the Platform does not provide general direct messaging with Care Team Users.
You agree that your electronic acceptance of these Terms has the same legal effect as a handwritten signature, and that electronic records and notices satisfy any legal requirement that communications be in writing. Where text message notifications are available, you may opt out by replying with the keyword identified in the message (such as "STOP"), and you may opt out of other categories of communications through the settings provided in the Platform. Opting out of certain communications may reduce or disable features of the Platform, and you assume any resulting risk. Suvi Health may treat a notice as received within twenty-four hours after it is posted to the Platform or sent to the contact information associated with your Account.
You are responsible for using reasonable security practices when accessing the Platform, including keeping your operating system and applications up to date, using current security software where appropriate, protecting the devices you use to access the Platform, and signing out of shared devices. You are responsible for any activity that occurs through your Account as a result of failing to maintain appropriate security. You agree to notify Suvi Health promptly if you suspect or become aware of any unauthorized access to or use of your Account or credentials, any loss or theft of a device you use to access the Platform, or any other security incident affecting your Account. Suvi Health is not liable for losses caused by unauthorized access to your Account that results from your failure to comply with these security responsibilities or from factors outside our reasonable control.
You agree to use the Platform only for its intended purposes and in compliance with all applicable federal, state, local, and international laws and regulations, including HIPAA where applicable, and, for Care Team Users, with any policies imposed by your Health System. You agree to abide by the following rules at all times. Without limiting any other provision, you agree that you will:
You agree that you will not, and will not allow or encourage any third party to:
Suvi Health may investigate suspected violations, cooperate with law enforcement or regulators, preserve or produce records as required by law, and take any action we reasonably deem appropriate to protect the Platform, our Users, our Health System customers, or third parties, including removing content, suspending features, and suspending or terminating Accounts, in each case with or without notice.
Your use of the Platform is subject to the Privacy Policy, which describes how Suvi Health collects, uses, shares, and protects identifiable information about you. The Privacy Policy is incorporated by reference into these Terms. If you are a Patient User receiving the Platform through a Health System, the Health System's notice of privacy practices also governs the Health System's use and disclosure of your PHI, and Suvi Health's handling of PHI on behalf of the Health System is governed by the applicable BAA. Where Suvi Health creates, receives, maintains, or transmits PHI on behalf of a Health System, the applicable BAA takes precedence over any conflicting provision in these Terms with respect to that PHI. Nothing in these Terms limits any right you have under HIPAA or other applicable privacy law, including the right of a Patient User to request access to PHI held about the Patient User, which will be handled through the applicable Health System. Caregiver User access does not, by itself, make the Caregiver User the Patient User's personal representative or authorize the Caregiver User to exercise the Patient User's HIPAA or other privacy-law rights unless that authority is separately documented and legally valid under applicable law. Authorized Representatives may stand in the shoes of the Patient User only to the extent of their documented authority under applicable law and Health System policy.
This Section 8 applies only to Care Team Users. In the course of accessing the Platform you may receive non-public information belonging to Suvi Health, your Health System, other Users, or third parties (collectively, "Confidential Information"). Confidential Information includes technical information about the Platform, pricing and commercial terms, business plans, and any other information that a reasonable person would understand to be confidential given the circumstances of disclosure. You agree to keep Confidential Information confidential, to use it solely for the purposes for which it was provided, and to protect it with at least the degree of care you use to protect your own confidential information of similar sensitivity, and in no event less than a reasonable degree of care. Confidential Information does not include information that is or becomes publicly available without breach of a duty of confidence, that you lawfully possessed without an obligation of confidence before disclosure, or that you independently develop without reference to Confidential Information. You may disclose Confidential Information if required by law, provided that, to the extent legally permitted, you promptly notify Suvi Health so that we may seek a protective order or other appropriate relief, and you reasonably cooperate with any such effort. Nothing in this Section limits your ability to report possible violations of law to a governmental agency or to respond truthfully to lawful legal process.
Certain features of the Platform, or your participation in certain programs, may be subject to Additional Terms. When you access a feature or participate in a program with Additional Terms, those Additional Terms are incorporated by reference into these Terms with respect to your use of that feature or program. In the event of a conflict between these Terms and any Additional Terms, the Additional Terms control with respect to the feature or program to which they apply, unless the Additional Terms state otherwise.
This Part III applies to Care Team Users in addition to Parts I, II, V, VI, VII, VIII, and IX.
If you access the Platform as a Care Team User, you do so under and subject to the Health System Agreement, any policies your Health System adopts, and these Terms. Your Health System controls the roles and permissions within its instance of the Platform and may modify, suspend, reassign, or terminate your access at any time. If there is a conflict between the Health System Agreement and these Terms with respect to a matter between Suvi Health and the Health System, the Health System Agreement controls; with respect to a matter between you as an individual and Suvi Health, these Terms control. Where your access to the Platform is provisioned, sponsored, or otherwise commissioned by a Health System, your access is the responsibility of that Health System and is governed by the applicable Health System Agreement. Where your access is not provisioned, sponsored, or otherwise commissioned by a Health System, these Terms govern your access to and use of the Platform. Your Account and use of the Platform remain subject to these Terms regardless of the Health System Agreement.
Subject to your compliance with these Terms and the Health System Agreement, Suvi Health grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform for the purpose of providing or supporting care to Patient Users, coordinating with Authorized Representatives and Caregiver Users, evaluating the Platform for potential use, and training on the Platform, in each case solely within the scope of your duties for your Health System and the permitted uses described in the Health System Agreement. All rights not expressly granted are reserved. This license does not confer any ownership interest in the Platform, any Suvi Health IP, or any output generated by the Platform.
If you use the Platform as a licensed healthcare professional, you represent and warrant that you hold and will maintain in good standing all licenses, registrations, certifications, and other credentials required by the jurisdictions in which you practice, and that you are not excluded, debarred, or otherwise prohibited from participating in federal or state healthcare programs or from providing healthcare services. You agree to use the Platform in accordance with the standard of care applicable to your profession, specialty, and jurisdiction of practice. You remain solely responsible for all clinical decisions, and nothing in the Platform should be construed as establishing a provider-patient relationship between Suvi Health and any Patient.
The Platform supports, but does not replace, clinical judgment. Care Team Users remain fully responsible for all decisions regarding patient care, including triage, diagnosis, treatment, medication management, escalation, and discharge planning. You are responsible for reviewing, correcting, signing, and validating any clinical documentation, summary, transcript, assessment, Nudge, message, or other output generated by or through the Platform before relying on it, signing it, communicating it to a patient as guidance, or incorporating it into a medical record. For Health System workflows and clinical encounters, recording, transcription, and related consent processes are governed by your Health System’s policies, workflows, and applicable law, and are addressed further in Section 6 (Acceptable Use) and Section 22 (Recording and Wiretap Consent). Your Health System remains responsible for obtaining any required recording, transcription, wiretapping, eavesdropping, or similar consents from patients, Health System staff, and providers. Suvi Health may also provide an in-app consent workflow or otherwise obtain recording consent as an additional measure, but Suvi Health does not replace your Health System’s consent obligations. You are responsible for complying with those requirements, for complying with any limitations your Health System places on use of the Platform, and for ensuring that Patient Data entered into the Platform is accurate and complete to the extent within your control. Suvi Health is not responsible for whether, when, or how any Platform output is entered into a medical record.
You agree not to use the Platform in a way that would cause your Health System or Suvi Health to violate HIPAA, state privacy laws, information-blocking rules, or other applicable laws and regulations. You agree to follow your Health System's policies regarding the content of messages, task/status updates, summaries, and Nudges sent or made available to Patient Users, Authorized Representatives, and Caregiver Users, and regarding any triage, review, or response obligations associated with enabled asynchronous workflows.
The Platform may integrate with electronic health record systems, patient portals, identity providers, communication systems, and other third-party platforms used by your Health System, including through standards such as SMART on FHIR, HL7, single sign-on, and similar protocols. Availability, functionality, and performance of these integrations depend on the corresponding third-party systems, their configurations, and their terms of service. The Platform is not a medical record, and information in the Platform is not part of your official medical record. The Platform does not send, post, or otherwise write information into any electronic health record, and it does not change or update the records your Health System maintains. The electronic health record maintained by your Health System remains the authoritative source of your medical record; information shown in the Platform may differ from, or may not appear in, that record. Suvi Health is not responsible for the availability, accuracy, or performance of third-party systems, or for any information exchanged through them, except to the extent expressly provided in the Health System Agreement or an applicable BAA.
You agree to notify Suvi Health and your Health System promptly if you identify a suspected security incident, data breach, material error in Platform output, suspected misuse of the Platform, or any circumstance that could reasonably pose a risk to a Patient, to other Users, or to the integrity of the Platform. You agree to cooperate reasonably with any investigation, remediation, or regulatory response.
This Part IV applies to Patient Users, Authorized Representatives, and Caregiver Users in addition to Parts I, II, V, VI, VII, VIII, and IX.
The Platform is intended to help you, whether you are a Patient User, an Authorized Representative, or a Caregiver User, stay connected with information from the Patient User's care team, track the Patient User's recovery, receive reminders and educational content, share task or status information with Caregiver Users, and support enabled care-coordination, in each case to the extent of your role and the access made available to you. The Platform is designed for recovery and discharge support; it is not a telehealth service, Suvi Health does not practice medicine, does not replace the relationship between a Patient User and the Patient User's clinicians, and does not provide medical advice, diagnosis, or treatment. Information displayed on the Platform, including summaries, transcripts, Voice Agent and Chatbot responses, and Nudges, is for informational purposes only and should not be relied on as a substitute for professional medical judgment. Platform information may not be reviewed in real time by the care team, does not create a direct-messaging channel with the care team unless the Health System has enabled one, and does not automatically become part of the Patient User's medical record. Always speak with a qualified clinician about the Patient User's specific situation before making a healthcare decision. The Platform is not designed to detect or respond to medical emergencies and should not be used for that purpose.
For Patient Users, choosing not to use the Platform, or discontinuing use at any time, will not affect your right to receive care from your clinicians or your Health System. Your use of the Platform is voluntary.
Any User may discontinue use at any time by closing or deactivating their Account or, for Patient Users, by asking the Patient User's Health System to disenroll the Patient User. Ceasing to use the Platform, without more, does not by itself close an Account or terminate these Terms. To close your Account, you may use the account-closure or deactivation option in the Platform's settings, contact Suvi Health at support@suvi.health, or ask your Health System to deactivate or disenroll your Account on your behalf. Account closure will take effect within a reasonable processing period, and Suvi Health's handling and retention of your User Content, Patient Data, and PHI following closure are governed by the Privacy Policy, any applicable BAA, the Health System Agreement, and applicable law.
A Patient User may authorize one or more Authorized Representatives to access and use the Platform on the Patient User’s behalf while the Patient User is under treatment, to the extent permitted by applicable law, Health System policy, and any required documentation. If you are an Authorized Representative, you represent and warrant that you have the documented authority required to stand in the shoes of the Patient User for the Platform access and actions you take, and you agree to use the Platform only within the scope of that authority, for the Patient User’s benefit, and in compliance with applicable law and Health System requirements. A Patient User may also allow one or more Caregiver Users to create their own Accounts and access Patient-selected or Platform-enabled information, tasks, status updates, and features for the purpose of supporting the Patient User’s care. If you are a Caregiver User, you represent and warrant that the Patient User has chosen to give you access to the information and features made available to you, and that your use of the Platform is permitted under applicable law. You agree to use the Platform only for the Patient User's benefit, to respect the Patient User's privacy and choices, to communicate truthfully in any enabled workflow, and to stop using the Patient User's information on the Platform promptly if your authorization is revoked or ends. Caregiver User access does not authorize you to stand in the Patient User’s shoes, make medical decisions for the Patient User, provide recording consent for the Patient User, exercise privacy-rights requests for the Patient User, act as the Patient User's legal representative or proxy, access the Patient User's Account credentials, or bind the Patient User.
A single Authorized Representative or Caregiver User may be authorized to support multiple Patient Users, and a single Patient User may authorize multiple Authorized Representatives or Caregiver Users, where the Platform supports those configurations. A Patient User may modify or revoke an Authorized Representative’s or Caregiver User's access at any time through the Platform or by contacting the Patient User's Health System, subject to reasonable processing time and limitations imposed by applicable law or the Health System. Suvi Health is not responsible for independently verifying the ongoing validity or scope of an Authorized Representative’s authority or a Caregiver User's access beyond the processes the Platform or the Health System provides, and is not responsible for any Authorized Representative’s or Caregiver User's actions with respect to information accessed through the Patient User's authorization.
If you are a Patient User, you acknowledge that granting access to an Authorized Representative allows that person to stand in your shoes within the documented scope of authority while you are under treatment, and that granting access to a Caregiver User allows that person to see sensitive health information and to receive Nudges, task/status updates, summaries, and other enabled communications about your care. Unless separately documented and legally valid under applicable law, granting Caregiver User access does not authorize the Caregiver User to make medical decisions for you, provide recording consent for you, exercise your privacy rights, act as your legal representative or proxy, access your Account credentials, or bind you. You are responsible for deciding whom to authorize, for periodically reviewing your authorizations, and for revoking authorizations that are no longer appropriate.
The Platform may allow you to exchange messages with your care team. If enabled, messaging is intended for non-urgent communication. Care team members may not be available at all times, and response times vary depending on your Health System's policies, staffing, hours, and circumstances. Do not use messaging for emergencies, urgent symptoms, or time-sensitive issues. For an emergency, call 911 or go to the nearest emergency department. For an urgent but non-emergent concern, follow the instructions your Health System has provided, such as calling a designated number. Your Health System is responsible for defining response-time expectations and for triaging incoming messages; Suvi Health provides the messaging infrastructure but does not provide clinical triage.
Sharing content you control. Where the Platform allows, Patient Users may have the ability to share certain User Content, such as task progress, summaries, or other care-related information, with other Users. If you are a Patient User and you choose to share User Content, you are responsible for deciding with whom to share, for the accuracy and appropriateness of what you share, and for any use the recipient makes of the shared content. Suvi Health has no responsibility for how a recipient uses, stores, or further shares any content you have elected to share. You may revoke sharing access for future access where the Platform provides that capability, as described in Section 18 (Authorized Representatives and Caregiver Users), but content that a recipient has already viewed, downloaded, or copied may not be recoverable.
Content shared with you. If you are a recipient and another User shares content with you through the Platform, your continued access to that content is determined by the sharing User and by any applicable Health System policies, and Suvi Health makes no representation that you will have ongoing access. You agree to use content shared with you only for the purposes for which it was shared, to respect the sharing User's privacy, and not to redistribute or publicly disclose shared content without the sharing User's consent or a lawful basis to do so.
You may pause or end a recording or a session with a Voice Agent, Chatbot, or Ambient Scribe at any time. If you do so, only the portion captured before you paused or ended will be available for processing, and only that portion may be shared with the recipients you select. Notwithstanding the foregoing, if you decline to consent to a recording, transcript, or session (as distinct from revoking consent you previously gave to collection that already occurred), any information recorded or captured before consent is given will be promptly deleted, in accordance with the Privacy Policy, any applicable BAA, the Health System Agreement, and applicable law, and will not be processed, retained, or shared except as required by law. Connectivity, device, or Platform issues may also cause recordings, transcripts, Nudges, or messages to be incomplete, delayed, or lost. Suvi Health does not guarantee the delivery, completeness, or retention of any specific User Content, and you agree that you have no remedy against Suvi Health for content that is incomplete, delayed, lost, or otherwise unavailable, except as provided by applicable law.
Recording laws vary by state. Some jurisdictions require the consent of all parties to a recorded communication; others require the consent of at least one party. This Section 22 supplements your recording obligations under Section 6 (Acceptable Use). For Health System workflows and clinical encounters conducted using the Platform, the Health System remains responsible for obtaining and documenting any legally required recording, transcription, wiretapping, eavesdropping, or similar consents from patients, Health System staff, and providers under the Health System’s consent processes, policies, and applicable law. Suvi Health may also provide an in-app consent workflow or otherwise obtain recording consent as an additional measure, but Suvi Health does not replace the Health System’s consent obligations. If you choose to record another person's voice through the Platform, you are responsible for understanding and complying with the laws that apply to that recording, including obtaining any required consent from all required persons as described in Section 6 (Acceptable Use). If any person captured in a recording you initiate is a minor under the age of 18, you are responsible for obtaining the consent of that minor’s parent or legal guardian, and you represent and warrant that you have obtained any such consent before initiating or continuing the recording. By initiating such a recording through the Platform, you represent and warrant that you have obtained all consents required by applicable law, and you assume all risk associated with the recording.
Subject to your compliance with these Terms, Suvi Health grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform for your personal, non-commercial use in connection with your own care or, if you are an Authorized Representative or Caregiver User, in connection with your authorized support of a Patient User. All rights not expressly granted are reserved. This license does not confer any ownership interest in the Platform, any Suvi Health IP, or any output generated by the Platform.
This Part V applies to all Users who interact with Suvi Health’s Voice Agent, Chatbot, or Ambient Scribe, or who receive Nudges from the Platform.
The Platform uses machine learning, large language models, speech-to-text transcription, text-to-speech, and other automated systems to support features, including Voice Agents, Chatbots, Ambient Scribes, clinical documentation features, summaries, Nudges, and similar capabilities. These systems produce probabilistic outputs that can be incomplete, inaccurate, outdated, inconsistent with the source material, or inappropriate for a given individual. They may omit important information, misattribute statements, fabricate information that sounds plausible but is wrong, reflect the biases of their training data, or fail to recognize safety-relevant signals. You acknowledge these limitations and agree to use automated outputs accordingly.
Suvi Health does not sell PHI or identifiable User Content, and does not use identifiable User Content, Patient Data, or PHI for product improvement, research, analytics, or model training outside the boundary of the applicable BAA and Health System Agreement. Identifiable data is governed by the Privacy Policy and, for Patient Users, the applicable Health System’s notice of privacy practices. Suvi Health may process identifiable User Content, Patient Data, and PHI only as necessary to operate, maintain, secure, support, and provide the Platform and Services, and as otherwise permitted by the applicable BAA, Health System Agreement, Privacy Policy, and law. Suvi Health's rights with respect to de-identified derived data are described in Section 26 (Use of Data to Improve the Services).
Care Team Users must review, correct, and validate any clinical documentation, summary, transcript, task, reminder, assessment, or other automated output before relying on it for clinical decisions or incorporating it into a medical record. Patient Users, Authorized Representatives, and Caregiver Users must not rely on automated outputs for medical decisions and should confirm any question about care with a qualified clinician. Suvi Health is not liable for actions taken or not taken in reliance on automated outputs.
The Platform may send reminders, educational messages, suggestions, questions, check-ins, tasks, and other Nudges intended to support recovery, adherence, and engagement with a Patient's care plan. Nudges are informational and are not personalized medical advice. Nudges may be generated, scheduled, or personalized by automated systems based on information about the Patient, the Patient's care plan, the Patient's interactions with the Platform, and other signals. Whether and how you act on a Nudge is your decision, and you should confirm any question about care with a qualified clinician.
You may opt out of non-essential categories of Nudges through the Platform's settings or by following instructions included in the Nudge itself. Certain Nudges may be essential to the Platform's safe operation or required by your Health System, and may not be subject to opt-out. Opting out of certain Nudges may reduce the benefit you receive from the Platform, and you assume any resulting risk.
These automated features serve different functions. The Ambient Scribe passively captures audio during an encounter and generates a structured clinical note, transcript, summary, or other documentation; it does not converse with you. A Voice Agent is a spoken-language agent you interact with by voice. The Chatbot is a text-based or conversational interface through which a Patient User communicates with automated agents.
When the Ambient Scribe is active during an encounter, the Platform may capture audio, generate a transcript, and produce a summary, note, or other documentation. When a Voice Agent is in use, the Platform captures and processes your spoken input in order to respond. Activation may be initiated manually by a Care Team User, Patient User, or Authorized Representative through an in-app workflow, or automatically based on contextual signals configured by the Health System, in each case after the required in-app permission or applicable Health System workflow has been completed. Manual start, pause, and stop controls may remain available as configured for the applicable workflow. Users are responsible for understanding when the Ambient Scribe or a Voice Agent is active, and Care Team Users are responsible for pausing or stopping capture when clinically or legally appropriate.
The Chatbot and Voice Agent are the text and voice interfaces through which Patient Users access Suvi Health's AI assistant, which is designed to help Patient Users ask questions, receive care-related explanations, and support onboarding and engagement. The AI assistant may help answer Patient User questions about their care by drawing on the Patient User’s transcribed conversations and a curated set of trusted clinical sources. Questions that the AI assistant cannot or should not answer, including questions that require clinical judgment or additional clinical context, may be saved to a “Parking Lot” so that they can be addressed by Care Team Users where that workflow is available. The Parking Lot feature does not operate post-discharge. If the AI assistant cannot answer a post-discharge question, or if care-team escalation is not available through the Platform, you should use your Health System’s patient portal where directed or contact a medical provider directly.
Subject to applicable law, the Privacy Policy, any BAA, and the Health System Agreement, Suvi Health may create, use, disclose, commercialize, and otherwise exploit derived data, analytics, insights, models, statistics, trends, benchmarks, or other information derived from use of the Platform for any purpose, provided that the data or information is de-identified in accordance with HIPAA or otherwise does not identify you or any Patient User. Identifiable data is governed by the Privacy Policy and, for Patient Users, the applicable Health System’s notice of privacy practices. Suvi Health does not sell PHI and does not use identifiable User Content, Patient Data, or PHI for product improvement, research, analytics, or model training outside the boundary of the applicable BAA and Health System Agreement.
Suvi Health may make Beta Offerings available from time to time. Beta Offerings are provided "as is" and "as available," may be changed, limited, or discontinued at any time, and may contain errors, inaccuracies, or other issues that do not appear in generally available features. Beta Offerings may be subject to Additional Terms presented at the time of access. Use of a Beta Offering is voluntary, and you should evaluate the suitability of a Beta Offering for your use case before relying on it. Feedback on Beta Offerings is especially welcomed and is subject to Section 32 (Feedback).
When you access the Platform through a mobile device, your contract with your mobile carrier continues to apply. Your carrier may charge fees for data, messaging, voice calls, roaming, and other services. You are responsible for those charges. The quality, speed, and availability of the Platform on a mobile device depend on factors outside of Suvi Health's control, including the carrier's coverage, network congestion, your device, and the operating system and applications installed on it. Suvi Health does not guarantee that the Platform will be compatible with any particular device, carrier, network, or service plan, and is not responsible for delivery, storage, or processing failures attributable to the carrier, the device, or the network.
Suvi Health provides access to its Platform through a mobile application. If you downloaded our app (“Suvi Health App”) from the Apple App Store or Google Play (the “App Provider”), by agreeing to these Terms, you acknowledge that you understand and agree to the following:
Apple users only: If you downloaded the Suvi Health App from the App Store, the license granted to you in these Terms is non-transferable and is for use of the Platform on any Apple products that you own or control.
Suvi Health may release updates, patches, or new versions of the Platform from time to time, including updates that add, modify, or remove features. Updates may be required to continue using the Platform, and older versions may stop working. Some features may not be available on older devices or operating systems. You agree that Suvi Health may deliver and install updates automatically or require you to install them as a condition of continued use.
Suvi Health and its licensors own all right, title, and interest in and to Suvi Health IP. Except for the limited licenses expressly granted to you in these Terms, you receive no rights in Suvi Health IP. You will not remove, alter, or obscure any trademark, copyright, patent, or other proprietary notice included in or on the Platform. Suvi Health reserves all rights not expressly granted. No right or license is granted to you to make any improvement, derivative work, or modification of the Platform, and to the extent any such improvement, derivative work, or modification arises from your use of or access to the Platform, you hereby assign it to Suvi Health. If assignment is not effective for any reason, you grant Suvi Health a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable, transferable license to use, make, have made, practice, reproduce, distribute, prepare derivative works of, publicly display, publicly perform, and otherwise exploit the improvement, derivative work, or modification.
Feedback is voluntary and is not Confidential Information of the party providing it. You grant Suvi Health a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable, transferable license to use, reproduce, modify, create derivative works of, distribute, and otherwise exploit any Feedback for any lawful purpose, without attribution, compensation, or obligation to you.
You retain any ownership rights you have in your User Content. By providing User Content, you grant Suvi Health a worldwide, non-exclusive, royalty-free, sublicensable license to host, store, copy, transmit, display, adapt, and process that User Content as necessary to provide, maintain, support, secure, troubleshoot, and comply with law in connection with the Services for you and your Health System, in each case in accordance with the Privacy Policy, any applicable BAA, the applicable Health System Agreement, and applicable law. This license does not permit Suvi Health to use identifiable User Content, Patient Data, or PHI for product improvement, research, analytics, or model training outside the boundary of the applicable BAA and Health System Agreement, but Suvi Health may use de-identified derived data as described in Section 27 (Use of Data to Improve the Services). You represent and warrant that you have all rights, consents, permissions, and authorizations necessary for Suvi Health to handle your User Content in this way.
Suvi Health owns all right, title, and interest in and to the de-identified and aggregated outputs, operational metrics, and de-identified data that Suvi Health creates in connection with the Services ("Suvi Health Derivatives"), provided that Suvi Health Derivatives do not include identifiable User Content, Patient Data, or PHI. Suvi Health may create, use, disclose, commercialize, and otherwise exploit Suvi Health Derivatives and other derived data for any purpose, provided that the data is de-identified in accordance with HIPAA or otherwise does not identify you or any Patient User. Identifiable User Content, Patient Data, and PHI remain subject to the Privacy Policy, any applicable BAA, the Health System Agreement, applicable law, and, for Patient Users, the applicable Health System’s notice of privacy practices. Suvi Health may not license, sell, or otherwise commercialize identifiable User Content, Patient Data, or PHI except as expressly permitted by those authorities.
Suvi Health has no obligation to pre-screen or monitor User Content and is not responsible for the accuracy, completeness, content, or delivery of User Content. Suvi Health may, in its reasonable discretion, review, refuse, remove, or disable access to User Content that Suvi Health believes violates these Terms, violates applicable law, threatens the safety of a User or third party, or exposes Suvi Health or a Health System to liability.
The Platform may incorporate or interoperate with third-party software, services, datasets, or content provided by licensors or partners of Suvi Health. Use of those components or services may be subject to additional license terms imposed by the third-party provider and communicated to you. You agree to comply with any such additional terms that are made available to you. Suvi Health is not responsible for third-party components, services, or content that you choose to use with the Platform outside of the integrations Suvi Health provides, and Suvi Health is not liable for any loss or damage caused by your use of those third-party offerings.
Where the Platform incorporates content that is licensed from third parties, you agree to the additional notices and terms that apply to that content, which Suvi Health will make available to you through the Platform, through a linked page, or in an exhibit to these Terms. Such notices may include, where applicable, notices required by code set or terminology licensors, clinical content providers, and other third-party content providers. Where a third-party licensor requires end-user terms to be included, those terms are incorporated by reference when the applicable content is made available to you.
Health Systems generally cover the fees for the Platform, so most Users access the Platform free of charge. If Suvi Health offers paid features directly to you in the future, the applicable fees, billing terms, payment methods, automatic renewal terms, and cancellation terms will be presented at the time of purchase and will form part of these Terms when you accept them. You are responsible for any third-party charges you incur when using the Platform, including internet access, mobile data, device costs, and text message charges.
Each party represents that it has the authority to enter into these Terms and to perform its obligations under them, and that the execution and performance of these Terms will not conflict with any law or any contractual obligation to a third party. Suvi Health will provide the Services in a professional manner consistent with generally accepted industry standards for similar services.
You represent and warrant that (a) you will use the Platform in compliance with these Terms, your Health System's policies where applicable, and applicable law; (b) you have all rights, consents, permissions, and authorizations necessary to provide any User Content you submit or recording you initiate and to authorize the processing of that User Content as described in these Terms and the Privacy Policy; (c) your User Content does not infringe, misappropriate, or violate any third party's intellectual property, privacy, publicity, recording-consent, or other rights, and does not violate any applicable law; and (d) your use of the Platform will not violate the rights of any third party or cause Suvi Health or a Health System to violate any law.
EXCEPT AS EXPRESSLY STATED IN THESE TERMS, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SUVI HEALTH DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, ACCURACY, COMPLETENESS, TIMELINESS, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
SUVI HEALTH DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE FROM ERROR, VIRUSES, OR OTHER HARMFUL COMPONENTS, OR THAT ANY OUTPUT, INCLUDING TRANSCRIPTS, TASKS, REMINDERS, SUMMARIES, VOICE AGENT OR CHATBOT RESPONSES, ASSESSMENTS, OR NUDGES, WILL BE ACCURATE, COMPLETE, RELIABLE, OR SUITABLE FOR A PARTICULAR INDIVIDUAL OR PURPOSE. SUVI HEALTH DOES NOT PRACTICE MEDICINE, DOES NOT PROVIDE MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT, AND IS NOT LIABLE FOR DECISIONS MADE OR NOT MADE BASED ON PLATFORM OUTPUTS. THE PLATFORM IS NOT INTENDED FOR USE IN A MEDICAL EMERGENCY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO CERTAIN OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL SUVI HEALTH OR ITS AFFILIATES, LICENSORS, OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND REGARDLESS OF WHETHER SUVI HEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF SUVI HEALTH AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS ARISING OUT OF OR RELATING TO THESE TERMS AND THE PLATFORM WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO SUVI HEALTH FOR THE PLATFORM IN THE SIX MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).
The limitations in this Section 41 allocate risk between the parties, form an essential basis of the bargain, and apply even if a remedy fails of its essential purpose. Notwithstanding anything to the contrary in these Terms, nothing in this Section 41 or elsewhere in these Terms excludes or limits liability for fraud or fraudulent misrepresentation, gross negligence, recklessness, or willful misconduct, for death or personal injury, or for any other liability that cannot be excluded or limited under applicable law. Some jurisdictions do not allow the exclusion or limitation of certain damages, and in those jurisdictions, Suvi Health's liability is limited to the fullest extent permitted by law.
You will defend, indemnify, and hold harmless Suvi Health and its affiliates, and each of their officers, directors, employees, agents, licensors, and contractors (each, an "Indemnified Party"), from and against any and all third-party claims, actions, proceedings, demands, damages, liabilities, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to (a) your breach of these Terms, including any Additional Terms, the Privacy Policy, or any applicable BAA; (b) your violation of applicable law or of the rights of any third party, including recording, wiretapping, eavesdropping, consent, privacy, Authorized Representative authority, or Caregiver User access laws; (c) your User Content; (d) your use of the Platform, including any decision you make or fail to make in connection with the Platform; (e) any claim that, if true, would constitute a breach of the representations or warranties you make in these Terms; (f) your negligent, willful, or wrongful conduct; or (g) any use of your Account or credentials by another person to the extent resulting from your failure to protect your Account or credentials or comply with these Terms.
Suvi Health will notify you of any claim for which we seek indemnification and allow you to control the defense and settlement of the claim, provided that you will not settle any claim in a manner that imposes any liability, admission, or obligation on an Indemnified Party or that requires payment by an Indemnified Party, or that is otherwise materially adverse to an Indemnified Party, without the affected Indemnified Party's prior written consent (not to be unreasonably withheld). Any Indemnified Party may, at its option and expense, participate in the defense with counsel of its choice. You will cooperate reasonably with the defense, and the Indemnified Party will cooperate reasonably with you at your expense.
These Terms apply from the moment you first access the Platform and remain in effect until terminated. You may terminate these Terms at any time by closing or deactivating your Account, or by asking your Health System to deactivate or disenroll your Account, in each case using the account-closure process described in Section 17 (Voluntary Use and Account Closure). Ceasing to use the Platform, without more, does not by itself terminate these Terms or close your Account, and these Terms will continue to apply to your Account until it is closed or deactivated. Suvi Health may suspend or terminate your access to the Platform at any time if we reasonably believe that you have violated these Terms, that suspension or termination is needed to protect the Platform or its Users, that continued access would create legal, regulatory, or safety risk, or that your Account has been inactive for an extended period. A Health System may also suspend or terminate an Account it has provisioned in accordance with the Health System Agreement.
On termination, your license to access and use the Platform ends, and you must stop accessing and using the Platform. Sections that by their nature should survive termination, including provisions regarding ownership, User Content license grants, confidentiality, disclaimers, limitation of liability, indemnification, dispute resolution, and general provisions, will survive. Suvi Health's obligations with respect to User Content, Patient Data, and PHI after termination are governed by the Privacy Policy, any applicable BAA, the Health System Agreement, and applicable law. Unless otherwise required by law or the Health System Agreement, Suvi Health has no obligation to retain your User Content after termination, and you are responsible for exporting or requesting export of your User Content, where such export is available, before termination.
Suvi Health may modify, add, remove, deprecate, suspend, or discontinue features of the Platform at any time. We will use commercially reasonable efforts to notify Users of material changes in advance through the Platform, by email, or through the Health System. Except as required by applicable law, Suvi Health has no liability to you for any modification, deprecation, suspension, or discontinuation of a feature.
PLEASE READ THIS PART CAREFULLY. IT REQUIRES YOU TO RESOLVE MOST DISPUTES WITH SUVI HEALTH THROUGH INDIVIDUAL, BINDING ARBITRATION AND WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION.
This Part VIII applies only to Disputes between you and Suvi Health where you are a Patient User, Authorized Representative, or Caregiver User, and references in this Part VIII to "you" mean a Patient User, Authorized Representative, or Caregiver User. This Part VIII does not apply to Care Team Users. Any Dispute arising out of or relating to a Care Team User's access to or use of the Platform is not subject to this Part VIII and instead will be resolved in accordance with the dispute resolution procedures set forth in the applicable Health System Agreement between Suvi Health and the Care Team User's Health System.
Before initiating a formal proceeding, the parties will try in good faith to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Platform (each, a "Dispute") informally. The party seeking relief must send a written notice of the Dispute to the other party that describes the nature and basis of the Dispute and the specific relief sought, using the notice addresses provided in Section 60 (for notices to Suvi Health) or the contact information associated with your Account (for notices to you). The parties will then attempt in good faith to resolve the Dispute through negotiation for a period of thirty (30) days after the notice is received. If the Dispute is not resolved during that period, either party may proceed with arbitration or other relief as provided in this Part VIII. The statute of limitations and any filing fee deadlines will be tolled while the parties engage in the informal resolution process.
Except as expressly provided in Section 49 (Exceptions) and Section 50 (Opt-Out), you and Suvi Health agree that every Dispute will be resolved by individual, binding arbitration, and not in a court of law.
Any legal or equitable dispute, claim, or controversy arising from or relating to these Terms or the breach, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this Agreement, shall be finally resolved exclusively by binding arbitration through the platform provided by New Era ADR, Inc. (https://app.neweraadr.com/) (the “New Era Platform”) in accordance with its rules and procedures for “Virtual Expedited Arbitrations” by a professional Neutral with relevant experience (the “Neutral”). The Neutral shall be chosen in accordance with the rules and procedures of the New Era Platform. The allocation of fees and costs, and any award of attorneys' fees and expenses, is governed by Section 52 (Fees and Costs) and applicable law. Judgment on the arbitration award may be entered in any court having jurisdiction.
A party shall initiate an arbitration through New Era ADR at https://app.neweraadr.com. The contact information for Suvi Health shall be legal@suvi.health and for the relevant user it shall be the last known email address. For more information on initiating disputes please go to New Era ADR’s Virtual Arbitration Help Center. For support when initiating a dispute please contact support@neweraadr.com.
Nothing in this Part VIII prevents either party from (a) bringing an individual claim in small claims court if the claim qualifies; (b) seeking injunctive or other equitable relief in a court of competent jurisdiction to protect intellectual property, confidential information, or Platform security, pending the outcome of arbitration; or (c) pursuing any enforcement action available through a governmental agency. Nothing in these Terms prevents you from reporting possible violations of law to a governmental agency or from responding truthfully to lawful legal process.
You may opt out of this agreement to arbitrate by sending a written opt-out notice to Suvi Health by email to the address specified at the beginning of these Terms, or by mail to the address in Section 60, within thirty (30) days after the date you first accept these Terms. The opt-out notice must include your first and last name, the email address associated with your Account, and a clear statement that you decline this arbitration agreement. A valid and timely opt-out will relieve you of the obligation to arbitrate future Disputes, but will not affect any other provision of these Terms, including the jurisdiction and venue provisions in Section 54.
YOU AND SUVI HEALTH AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR CONSOLIDATED PROCEEDING. THE NEUTRAL MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF.
If twenty-five (25) or more similar claims are asserted against Suvi Health by or with the coordinated assistance of the same law firm or coordinated group of law firms, the parties agree that the claims will be administered in batches of no more than fifty (50) claims per batch through the New Era Platform. Each batch will have a single set of filing and administrative fees due from claimants and Suvi Health, and New Era ADR will provide a single Neutral or set of case administrators for the batch. Claimants and Suvi Health agree to work in good faith with New Era ADR to administer the batches efficiently and to resolve any disagreements about batching. No claim in a subsequent batch may proceed until the prior batch has concluded, unless the parties agree or New Era ADR directs otherwise. This provision is intended to increase the efficiency and fairness of resolving a large number of similar claims and will be enforced to the fullest extent permitted by law.
This Section 53 governs the allocation of fees and costs in arbitration, notwithstanding any other provision of this Part VIII. The New Era Platform charges flat fees for arbitration, allocated in accordance with its rules and procedures. For any Dispute you bring as a Patient User, Authorized Representative, or Caregiver User, Suvi Health will pay the New Era Platform's filing, administrative, and Neutral fees, except that you will pay the portion of any filing fee equal to what you would have paid to file the same claim in court. Each party will otherwise bear its own costs and attorneys' fees, except that the Neutral may award reasonable attorneys' fees and expenses to a prevailing party only to the extent expressly permitted by applicable law and the rules and procedures of the New Era Platform. If the Neutral finds that a claim or a defense was frivolous or brought for an improper purpose, the Neutral may reallocate fees and costs to the extent permitted by the rules and procedures of the New Era Platform and applicable law.
For any Dispute that is not subject to arbitration, or if the arbitration agreement is held unenforceable in whole or in part, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in New Castle County, Delaware, for the resolution of the Dispute, and waive any objection to that jurisdiction or venue based on inconvenience or otherwise.
Any Dispute must be initiated within one (1) year after the claim arose, to the extent permitted by applicable law. Claims not brought within that period are permanently barred.
If Suvi Health makes any material change to this Part VIII, other than a change to the address for notices, you may reject the change by sending a written notice of rejection to the address in Section 60 within thirty (30) days after the effective date of the change. In that case, your Account will be subject to the arbitration provisions as in effect immediately before the change you rejected.
If any part of this Part VIII other than Section 51 (No Class Actions) is found to be invalid or unenforceable, the remaining provisions of this Part VIII will remain in effect. If Section 51 (No Class Actions) is found to be invalid or unenforceable with respect to a particular Dispute, that Dispute will be severed and resolved in court in accordance with Section 54. This Part VIII survives termination of these Terms.
Suvi Health may update these Terms from time to time. If we make a material change, we will notify you through the Platform, by email, or by another reasonable means before the change takes effect, and we will update the "Last updated" date at the top of these Terms. Continued access to or use of the Platform after the effective date of a change constitutes your acceptance of the updated Terms. If you do not accept a change, your sole remedy is to stop using the Platform and close your Account. Disputes will be resolved under the version of these Terms in effect at the time the Dispute arose.
These Terms and any Dispute arising out of or relating to them are governed by the laws of the State of Delaware without regard to its conflict-of-law principles, except that the Federal Arbitration Act governs the interpretation and enforcement of Part VIII. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to these Terms.
Any legal notice to Suvi Health must be sent with a copy by email to legal@suvi.health and in writing to:
Suvi Health, Inc., Attn: Legal
1580 N Logan St, Ste 660 PMB 557803
Denver, Colorado 80203
Notices to Suvi Health are deemed given when received. Suvi Health may provide notices to you through the Platform, by email to the address associated with your Account, by push or in-app notification, or by other reasonable means. Notices to you are deemed given when sent. For general questions, contact support@suvi.health. For privacy-related requests, contact privacy@suvi.health.
Suvi Health operates the Platform from within the United States. The Platform is intended for Users located in the United States. If you access the Platform from outside the United States, you do so at your own risk and are responsible for complying with the laws of the jurisdiction in which you are located. You may not use the Platform in violation of United States export control or sanctions laws.
The Platform may be subject to United States and other export control and sanctions laws. You agree to comply with all such laws, not to use or transfer the Platform in violation of those laws, and to make no use of the Platform that is prohibited by those laws. You represent that you are not located in a country or territory that is the subject of comprehensive United States sanctions, and that you are not listed on any United States government list of prohibited or restricted parties.
The Platform and any related documentation are "commercial items," and any associated software components are "commercial computer software" or "commercial computer software documentation," as those terms are used in applicable federal acquisition regulations. Accordingly, if you are a United States federal government end user, you acquire only those rights in the Platform that are granted to all other end users under these Terms. This Section is in lieu of, and supersedes, any other United States federal government clause relating to rights in software or documentation.
You may not assign, delegate, or otherwise transfer these Terms, by operation of law or otherwise, without Suvi Health's prior written consent. Suvi Health may assign these Terms, in whole or in part, without your consent in connection with a merger, acquisition, corporate reorganization, change of control, financing, or sale of all or substantially all of its assets or equity, or to an affiliate. Any attempted assignment in violation of this Section is void. Subject to the foregoing, these Terms will bind and benefit the parties' permitted successors and assigns.
Neither party will be liable for any delay or failure to perform (other than obligations to pay money) caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemics, epidemics, labor disputes, strikes, governmental actions, acts of war or terrorism, civil unrest, power outages, supply chain disruptions, cyberattacks, and failures or degradation of the internet, telecommunications services, or third-party infrastructure. The party affected will give prompt notice to the other and will use commercially reasonable efforts to resume performance.
The parties are independent contractors. These Terms do not create any agency, partnership, joint venture, franchise, fiduciary, or employment relationship, and neither party has authority to bind the other without the other's prior written consent. Caregiver User access likewise does not create an agency, fiduciary, legal representative, proxy, or other relationship authorizing the Caregiver User to bind a Patient User. An Authorized Representative may stand in the shoes of a Patient User only to the extent separately documented and legally valid under applicable law and Health System policy.
Except as expressly provided in these Terms, these Terms do not create any rights in any person other than the parties. A Health System that has contracted with Suvi Health may enforce provisions of these Terms that are identified in the Health System Agreement as intended for its benefit. Where a third-party marketplace operator is a required third-party beneficiary of the end-user license for a Suvi Health mobile application, the operator is a third-party beneficiary of that license with the right to enforce it.
With respect to Health Systems, and unless the Health System Agreement provides otherwise, Suvi Health may identify the Health System as a customer in customer lists and general marketing materials, provided that such use does not imply endorsement without the Health System's prior written consent. No equivalent right is granted with respect to individual Patient Users, Authorized Representatives, Caregiver Users, or Care Team Users.
Subject to Section 57 (Severability and Survival), if any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or Neutral of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it enforceable, or, if it cannot be so modified, severed, and the remaining provisions of these Terms will remain in full force and effect. Failure or delay by a party to enforce a right under these Terms is not a waiver of that right. A waiver is effective only if in writing and signed by the waiving party and will not constitute a waiver of any subsequent breach.
Section headings are for convenience only and do not affect interpretation. The words "including" and "include" are not words of limitation. References to laws, regulations, and agreements include successor and amended versions. These Terms have been prepared by both parties and will not be construed against either party as drafter.
These Terms are written in English. Any translation is for convenience only. In the event of a conflict between the English version and any translation, the English version controls to the extent permitted by applicable law.
These Terms, together with the Privacy Policy, any Additional Terms, and, where applicable, the Health System Agreement and any BAA, constitute the entire agreement between you and Suvi Health regarding the Platform and supersede all prior and contemporaneous agreements, proposals, and communications on that subject. In the event of a conflict, the order of precedence (from highest to lowest) is: (a) the applicable BAA with respect to PHI; (b) the Health System Agreement with respect to matters between Suvi Health and the Health System; (c) any Additional Terms with respect to the feature or program to which they apply; (d) these Terms; and (e) the Privacy Policy.
End of Terms of Service.
