Last updated: June 21,2026
TheseTerms of Service (the "Terms") form a binding agreement between SuviHealth, Inc. ("Suvi Health," "we," "us," or"our") and you, describing the conditions under which you may accessand use our ambient clinical scribe, recovery, anddischarge platform and associated software, applications, websites,application programming interfaces, content, and other technologyofferings (collectively, the "Platform"). The Platformsupports inpatient care and post-discharge recovery.The Platform is not a telehealth service, and Suvi Health does not provideclinical care. Read these Terms carefully before using the Platform.
BYCREATING AN ACCOUNT, CLICKING "I AGREE," OR ACCESSING OR USING ANYPART OF THE PLATFORM, YOU CONFIRM THAT YOU HAVE READ AND UNDERSTAND THESE TERMSAND AGREE TO BE BOUND BY THEM, TOGETHER WITH THE SUVI HEALTH PRIVACY POLICY[MM1] ,ANY APPLICABLE BUSINESS ASSOCIATE AGREEMENT BETWEEN SUVI HEALTH AND YOUR HEALTHSYSTEM OR OTHER COVERED ENTITY, AND ANY ADDITIONAL TERMS THAT APPLY TO SPECIFICFEATURES YOU USE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS ORUSE THE PLATFORM.
UNLESSYOU RESIDE IN A JURISDICTION WHERE SUCH PROVISIONS ARE UNENFORCEABLE, THESETERMS REQUIRE THAT MOST DISPUTES BETWEEN YOU AND SUVI HEALTH BE RESOLVEDTHROUGH INDIVIDUAL, BINDING ARBITRATION AND NOT IN COURT. YOU WAIVE THE RIGHTTO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS OR REPRESENTATIVEACTION, EXCEPT AS PROVIDED BELOW. PLEASEREAD 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.
THEPLATFORM IS NOT DESIGNED OR INTENDED FOR USE IN A MEDICAL EMERGENCY. IF YOU ORSOMEONE IN YOUR CARE IS EXPERIENCING A MEDICAL EMERGENCY, CALL 911 OR GO TO THENEAREST EMERGENCY DEPARTMENT IMMEDIATELY. DO NOT RELY ON THE PLATFORM, ANYVOICE AGENT, CHATBOT, MESSAGING FEATURE, OR NUDGE FOR EMERGENCY CARE OR FORTIME-SENSITIVE MEDICAL DECISIONS.
TheseTerms are divided into nine parts.
· PartI contains definitions that apply throughout.
· PartII contains provisions that apply to every person who accesses the Platform.
· PartsIII and IV contain provisions that apply, respectively, to Care Team Users andto Patient Users, Authorized Representatives, and Caregiver Users.
· PartV contains provisions that apply to all users of the Platform's automatedfeatures, including voice agents, chatbots, ambient scribes, and nudges.
· PartVI contains provisions that apply when you access the Platform through a mobiledevice or application.
· PartVII contains ownership, content, fees, warranty,and liability provisions.
· PartVIII sets out dispute resolution and arbitration procedures.
· PartIX contains the remaining general provisions.
Ifyou are a Care Team User (such as a clinician,nurse, care coordinator, social worker, technician, administrator, or otherworkforce 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 CaregiverUser, Parts I, II, IV, V, VI, VII, VIII, and IX apply to you. Where a provisionapplies to a particular group only, the Terms identify that group. Headings areincluded for convenience only and do not affect interpretation.
Inthese Terms, capitalized words have the meanings given below. Other capitalizedwords are defined where they first appear. The words "include,""includes," "including," and similar words are notlimiting. 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 provisioneddirectly by Suvi Health or through a Health System.
"AdditionalTerms" means any supplemental terms, policies, guidelines, rules, oragreements that Suvi Health makes available in connection with a specificfeature, program, beta offering, or promotion, which are incorporated byreference into these Terms when they apply to you.
"AmbientScribe" means the Platform feature that passively captures audioduring an encounter and generates a structured clinical note, transcript,summary, or other documentation.
"AuthorizedRepresentative"means an individual who is legally authorized under applicable law, HealthSystem policy, and any required documentation to act for a Patient User withrespect to the Patient User’s care while the Patient User is under treatment,including by accessing the Platform, providing consents or instructions, andotherwise standing in the shoes of the Patient User for those authorizedpurposes.
"BAA"means a written Business Associate Agreement entered into between Suvi Healthand a Health System that governs the creation,receipt, maintenance, or transmission of Protected Health Information on behalfof that Health System.
"BetaOffering" means any feature, product, service, or capability that SuviHealth designates as alpha, beta, preview, pilot, limited release,experimental, or evaluation, or that is otherwise not generally available.
“CaregiverUser” means a caregiver, family member, or other individual whom a PatientUser chooses to give access to Patient User information through the Platform,or who otherwise receives limited access enabled by the Platform or a HealthSystem in accordance with applicable law. Caregiver User access is limited tothe Patient-selected or Platform-enabled information, tasks, status updates,and features made available to that Caregiver User. A Caregiver User does notstand in the Patient User’s shoes and is not authorized, solely by virtue ofCaregiver User access, to make medical decisions for the Patient User, providerecording consent for the Patient User, exercise privacy-rights requests forthe Patient User, act as the Patient User's legal representative or proxy, accessthe Patient User's Account credentials, or bind the Patient User.
"CareTeam User" means a clinician, nurse, care coordinator, social worker,administrator, technician, or other individual who accesses the Platform in thecourse 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 PatientUser can communicate with automated agents. The Chatbot may route or surfacecertain questions, tasks, or status information for Care Team User review onlywhen that functionality is enabled by the Health System, but it is not acurrent 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.
"HealthSystem" means a hospital, health system, physician practice, clinic,provider group, accountable care organization, or other healthcare organizationthat has contracted with Suvi Health to make the Platform available to itspatients, caregivers, workforce, and other users.
"HealthSystem Agreement" means the written agreement between Suvi Health anda Health System under which the Platform is made available to that HealthSystem and its Care Team Users.
"HIPAA"means the Health Insurance Portability and Accountability Act of 1996 and itsimplementing regulations, as amended, together with the Health InformationTechnology for Economic and Clinical Health Act of 2009 and its implementingregulations, as amended.
"Nudge"means a reminder, suggestion, educational message, check-in, survey, question,or other communication generated by the Platform, including communicationsinformed by machine learning or other automated systems, intended to support aPatient's recovery, adherence, care navigation, or engagement with thePatient's care plan.
"Patient"means an adult individual, age 18 or older, whose care is supported by thePlatform, including during an inpatient admission and during any post-dischargerecovery period.
“PatientUser” means a Patient who accesses or uses the Platform directly through thePatient’s own Account, or an Authorized Representative acting within the scopeof documented authority to stand in the shoes of that Patient while the Patientis under treatment.
"PatientData" 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.
"PrivacyPolicy" means the Suvi Health Privacy Policy published on our website,as updated from time to time.
"ProtectedHealth Information or PHI" means individually identifiable healthinformation as defined under HIPAA.
"Services"means the Platform together with any related support,training, documentation, implementation,and other services provided by Suvi Health.
"SuviHealth IP" means all intellectual property and proprietary rights inand to the Platform and the Services, including software, source code, objectcode, 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 thePlatform, including Care Team Users, PatientUsers, Authorized Representatives, CaregiverUsers, and any other authorized individual.
"UserContent" means any audio, video, image, text, document, message, file,form response, or other content that you submit, upload, transmit, record, orotherwise make available through the Platform, together with communications yousend through the Platform.
"VoiceAgent" means a spoken-language automated agent on the Platform throughwhich a User can interact with the Platform by voice.
You must be at least 18 years old and able toform a binding contract to create an Account and use the Platform. The Platform is intended only for adults, andSuvi Health does not knowingly permit individuals under 18 years of age tocreate Accounts or use the Platform directly. If you are a Care Team User, youmust also meet the licensure, credentialing, employment, and trainingrequirements your Health System imposes.
ThePlatform is intended only for Users located in the United States. Suvi Healthmakes no representation that the Platform is appropriate or available for useoutside of the United States, and access from jurisdictions where such use isunlawful or where Suvi Health has not authorized it is prohibited.
Mostfeatures of the Platform require an Account. You may obtain an Account directlyfrom Suvi Health where that option is offered, or through a Health System thathas engaged Suvi Health. If your Account is provisioned through a Health Systemor is otherwise linked to a Health System (for example, because you are aPatient receiving care from that Health System or a workforce member of thatHealth System), that Health System may control aspects of your Account and youraccess 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 SystemAgreement and applicable law. If your relationship with a Health System ends,your Account associated with that Health System may be deactivated, and anycontinued use of the Platform will require a separate arrangement.
You agree to provideaccurate and current information when creating and maintaining your Account, topromptly update it when it changes, to keep your credentials confidential, andto accept responsibility for all activity that occurs under your Account, whetheror not authorized by you. You may have only one Account unless Suvi Healthexpressly allows otherwise. You may not share, sell, rent, loan, or transferyour Account or credentials to any other person. Depending on your user role,access to the Platform may require patients and caregivers to authenticateusing phone-number authentication, passkeys, and multi-factor authentication, andmay require Care Team Users to authenticate through the applicable HealthSystem’s enterprise identity provider using SAML 2.0 or OIDC federation. Whereauthentication or similar security features are required, you agree to use andcomply with those access-control measures.
Bycreating an Account, you consent to receive communications from Suvi Healthand, where applicable, from your Health System, through the Platform or at theemail address, phone number, or other contact information associated with yourAccount. These communications may include notices about your Account, changesto the Services, security alerts, legal and compliance notices, supportcommunications, care-related reminders, Nudges, task and status updates,summary availability, survey invitations, and administrative messages. You mayreceive communications by email, in-app notification, push notification, SMStext message, voice call, or other means we select. Standard carrier messagingand data charges from your telecommunications provider may apply, and carrieravailability and quality are outside our control. Communications features areintended for administrative, coordination, engagement, and non-urgentcare-support purposes only, may be limited to task/status sharing, dashboardreview, or other enabled workflows, and are not monitored continuously foremergency or time-sensitive needs. Unless a Health System expressly enables aspecific workflow, the Platform does not provide general direct messaging withCare Team Users.
Youagree that your electronic acceptance of these Terms has the same legal effectas a handwritten signature, and that electronic records and notices satisfy anylegal requirement that communications be in writing. Where text messagenotifications are available, you may opt out by replying with the keywordidentified in the message (such as "STOP"), and you may opt out ofother categories of communications through the settings provided in thePlatform. Opting out of certain communications may reduce or disable featuresof the Platform, and you assume any resulting risk. Suvi Health may treat anotice as received within twenty-four hours after it is posted to the Platformor sent to the contact information associated with your Account.
You are responsible for using reasonablesecurity practices when accessing the Platform, including keeping youroperating system and applications up to date, using current security softwarewhere appropriate, protecting the devices you use to access the Platform, andsigning out of shared devices. You are responsible for any activity that occursthrough your Account as a result of failing to maintain appropriate security. Youagree to notify Suvi Health promptly if you suspect or become aware of anyunauthorized access to or use of your Account or credentials, any loss or theftof a device you use to access the Platform, or any other security incidentaffecting your Account. Suvi Health is not liable for losses caused byunauthorized access to your Account that results from your failure to complywith these security responsibilities or from factors outside our reasonablecontrol.
Youagree to use the Platform only for its intended purposes and in compliance withall applicable federal, state, local, and international laws and regulations,including HIPAA where applicable, and, for Care Team Users, with any policiesimposed by your Health System. You agree to abide by the following rules at alltimes. Without limiting any other provision, you agree that you will:
· complywith these Terms, thePrivacy Policy[MM2] ,and any Additional Terms that apply to you;
· complywith all applicable laws, regulations, and professional standards, includinglaws relating to recording, wiretapping, and eavesdropping;
· submit,initiate, or record only User Content for which you have all necessary rights,permissions, consents, waivers, and authorizations, including any consentrequired by recording, wiretapping, or eavesdropping laws when you initiate arecording or capture content outside a Health System-governed workflow; forHealth System-governed recording workflows, the Health System remains responsiblefor obtaining legally required consents from patients, Health System staff, andproviders, and Suvi Health may also obtain recording consent as an additionalmeasure;
· safeguardyour Account and credentials and prevent unauthorized access;
· promptlynotify Suvi Health of any known or suspected unauthorized activity, securityincident, or data breach involving your Account or the Platform; and
· complywith any additional terms applicable to third-party products, services,content, or integrations you elect to use with the Platform.
Youagree that you will not, and will not allow or encourage any third party to:
· usethe Platform in violation of any law, regulation, judicial order, professionalrule, or the rights of any third party;
· usethe Platform to transmit content that is unlawful, defamatory, libelous,fraudulent, deceptive, misleading, obscene, pornographic, harassing,threatening, discriminatory, hateful, or that a reasonable person would findobjectionable;
· impersonateany person or entity, misrepresent your affiliation with a person or entity, orfalsely claim authority to act on behalf of a Patient User or Health System,including by claiming Authorized Representative, Caregiver User, legal representative,proxy, or privacy-rights authority that has not been separately documentedunder applicable law;
· attemptto gain unauthorized access to the Platform, any Account other than your own,or any system, network, or infrastructure connected to the Platform;
· probe,scan, or test the vulnerability of the Platform or any of our systems, breachor circumvent any security or authentication measure, or attempt to defeat anyrate limit, access control, digital rights management, or monitoring mechanism;
· interferewith or disrupt the Platform, including by introducing viruses, worms, malware,ransomware, or other malicious code, or by launching a denial-of-service,distributed denial-of-service, resource exhaustion, or similar attack;
· reverseengineer, decompile, disassemble, translate, adapt, or otherwise attempt toderive the source code, algorithms, models, weights, prompts, training data, orunderlying structure of the Platform, except to the minimum extent thisrestriction is prohibited by applicable law;
· modify,copy, or create derivative works of the Platform or any Suvi Health IP, exceptas expressly permitted in these Terms;
· rent,lease, lend, sell, resell, sublicense, transfer, assign, or otherwisecommercially exploit the Platform, or use the Platform to provide services tothird parties in a service bureau, time-share, or similar capacity;
· permitaccess to the Platform by any third party who is not an authorized User, ordisclose your credentials, API keys, session tokens, or similar accessmechanisms to any third party;
· usethe Platform to build, train, improve, evaluate, or benchmark a competing orsubstitute product, service, model, or dataset;
· publish,disclose, or distribute any benchmark, test result, performance measurement,comparison, or similar information relating to the Platform without SuviHealth's prior written consent;
· useautomated means, including robots, spiders, scrapers, data miners, or headlessbrowsers, to access, search, copy, or download content from the Platform,except through an interface Suvi Health has expressly authorized;
· frame,mirror, or embed any part of the Platform, or remove, alter, or obscure anycopyright, trademark, patent, attribution, or other proprietary notice;
· interferewith any other User's access to or use of the Platform;
· collect,harvest, or compile information about other Users, including through scraping,social engineering, phishing, or spoofing;
· initiateor transmit spam, chain letters, pyramid schemes, unsolicited advertising, orsimilar messages through the Platform;
· upload,submit, or transmit any content intended to manipulate, mislead, or degrade thePlatform's automated systems, including prompt injection, jailbreaks, or otherattempts to cause the Platform to act outside its intended purpose;
· usethe Platform in any manner that would cause Suvi Health or a Health System to violate HIPAA, state privacy laws,consumer protection laws, or other applicable law;
· encourageor incite violence, discrimination, or any other unlawful act;
· usethe Platform to record, transcribe, or otherwise capture the communications ofany person in violation of applicable recording, wiretapping, or eavesdroppinglaws; or
· authorize,permit, enable, induce, assist, or encourage any third party to do any of theforegoing.
SuviHealth may investigate suspected violations, cooperate with law enforcement orregulators, preserve or produce records as required by law, and take any actionwe reasonably deem appropriate to protect the Platform, our Users, our HealthSystem customers, or third parties, including removing content, suspendingfeatures, and suspending or terminating Accounts, in each case with or withoutnotice.
Youruse of the Platform is subject to the Privacy Policy[MM3] ,which describes how Suvi Health collects, uses, shares, and protects identifiableinformation about you. The Privacy Policy [MM4] isincorporated 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 HealthSystem's use and disclosure of your PHI, and Suvi Health's handling of PHI onbehalf of the Health System is governed by the applicable BAA. Where SuviHealth creates, receives, maintains, or transmits PHI on behalf of a Health System, the applicable BAA takes precedenceover any conflicting provision in these Terms with respect to that PHI. Nothingin these Terms limits any right you have under HIPAA or other applicableprivacy law, including the right of a Patient User to request access to PHIheld about the Patient User, which will be handled through the applicable Health System. Caregiver User access doesnot, by itself, make the Caregiver User the Patient User's personalrepresentative or authorize the Caregiver User to exercise the Patient User'sHIPAA or other privacy-law rights unless that authority is separatelydocumented and legally valid under applicable law. Authorized Representativesmay stand in the shoes of the Patient User only to the extent of theirdocumented authority under applicable law and Health System policy.
This Section 8 applies only to Care Team Users. Inthe course of accessing the Platform you may receive non-public informationbelonging to Suvi Health, your Health System, other Users, or third parties(collectively, "Confidential Information"). Confidential Informationincludes technical information about the Platform, pricing and commercialterms, business plans, and any other information that a reasonable person wouldunderstand to be confidential given the circumstances of disclosure. You agreeto keep Confidential Information confidential, to use it solely for thepurposes for which it was provided, and to protect it with at least the degreeof care you use to protect your own confidential information of similarsensitivity, and in no event less than a reasonable degree of care.Confidential Information does not include information that is or becomespublicly available without breach of a duty of confidence, that you lawfullypossessed without an obligation of confidence before disclosure, or that youindependently develop without reference to Confidential Information. You maydisclose Confidential Information if required by law, provided that, to theextent legally permitted, you promptly notify Suvi Health so that we may seek aprotective order or other appropriate relief, and you reasonably cooperate withany such effort. Nothing in this Section limits yourability to report possible violations of law to a governmental agency or torespond truthfully to lawful legal process.
Certainfeatures of the Platform, or your participation in certain programs, may besubject to Additional Terms. When you access a feature or participate in aprogram with Additional Terms, those Additional Terms are incorporated byreference 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, theAdditional Terms control with respect to the feature or program to which theyapply, unless the Additional Terms state otherwise.
ThisPart III applies to Care Team Users in addition to Parts I, II, V, VI, VII,VIII, and IX.
Ifyou access the Platform as a Care Team User, you do so under and subject to theHealth System Agreement, any policies your Health System adopts, and theseTerms. Your Health System controls the roles and permissions within itsinstance of the Platform and may modify, suspend, reassign, or terminate youraccess at any time. If there is a conflict between the Health System Agreementand these Terms with respect to a matter between Suvi Health and the HealthSystem, the Health System Agreement controls; with respect to a matter betweenyou 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 theresponsibility of that Health System and is governed by the applicable HealthSystem Agreement. Where your access is not provisioned, sponsored, or otherwisecommissioned by a Health System, these Terms govern your access to and use ofthe Platform. Your Account and use of the Platform remain subject tothese Terms regardless of the Health System Agreement.
Subjectto your compliance with these Terms and the Health System Agreement, SuviHealth grants you a limited, revocable, non-exclusive, non-transferable,non-sublicensable license to access and use the Platform for the purpose ofproviding or supporting care to Patient Users, coordinating with Authorized Representativesand Caregiver Users, evaluating the Platform for potential use, and training onthe Platform, in each case solely within the scope of your duties for yourHealth System and the permitted uses described in the Health System Agreement.All rights not expressly granted are reserved. This license does not confer anyownership interest in the Platform, any Suvi Health IP, or any output generatedby the Platform.
If you use the Platform as a licensed healthcareprofessional, you represent and warrant that you hold and will maintain in goodstanding all licenses, registrations, certifications, and other credentialsrequired by the jurisdictions in which you practice, and that you are notexcluded, debarred, or otherwise prohibited from participating in federal orstate healthcare programs or from providing healthcare services. You agree touse the Platform in accordance with the standard of care applicable to your profession,specialty, and jurisdiction of practice. You remain solely responsible for allclinical decisions, and nothing in the Platform should be construed asestablishing a provider-patient relationship between Suvi Health and anyPatient.
ThePlatform supports, but does not replace, clinical judgment. Care Team Usersremain fully responsible for all decisions regarding patient care, includingtriage, diagnosis, treatment, medication management, escalation, and dischargeplanning. You are responsible for reviewing, correcting, signing, andvalidating any clinical documentation, summary, transcript, assessment, Nudge,message, or other output generated by or through the Platform before relying onit, signing it, communicating it to a patient as guidance, or incorporating itinto a medical record. For Health System workflows and clinical encounters,recording, transcription, and related consent processes are governed by yourHealth System’s policies, workflows, and applicable law. Your Health Systemremains responsible for obtaining any required recording, transcription,wiretapping, eavesdropping, or similar consents from patients, Health Systemstaff, and providers. Suvi Health may also provide an in-app consent workflowor otherwise obtain recording consent as an additional measure, but Suvi Healthdoes not replace your Health System’s consent obligations. You are responsiblefor complying with those requirements, for complying with any limitations yourHealth System places on use of the Platform, and for ensuring that Patient Dataentered into the Platform is accurate and complete to the extent within yourcontrol. Suvi Health is not responsible for whether, when, or how any Platformoutput is entered into a medical record.
Youagree not to use the Platform in a way that would cause your Health System orSuvi Health to violate HIPAA, state privacy laws, information-blocking rules,or other applicable laws and regulations. You agree to follow your HealthSystem'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 obligationsassociated with enabled asynchronous workflows.
ThePlatform may integrate with electronic health record systems, patient portals,identity providers, communication systems, and other third-party platforms usedby your Health System, including through standards such as SMART on FHIR, HL7,single sign-on, and similar protocols. Availability, functionality, andperformance of these integrations depend on the corresponding third-partysystems, their configurations, and their terms of service. The Platform is not a medical record, and information in the Platform isnot part of your official medical record. The Platform does not send, post, orotherwise write information into any electronic health record, and it does notchange or update the records your Health System maintains. The electronichealth record maintained by your Health System remains the authoritative sourceof your medical record; information shown in the Platform may differ from, ormay not appear in, that record. Suvi Health is not responsible for theavailability, accuracy, or performance of third-party systems, or for anyinformation exchanged through them, except to the extent expressly provided inthe Health System Agreement or an applicable BAA.
Youagree to notify Suvi Health and your Health System promptly if you identify asuspected security incident, data breach, material error in Platform output,suspected misuse of the Platform, or any circumstance that could reasonablypose a risk to a Patient, to other Users, or to the integrity of the Platform.You agree to cooperate reasonably with any investigation, remediation, orregulatory response.
ThisPart IV applies to Patient Users, Authorized Representatives, and CaregiverUsers in addition to Parts I, II, V, VI, VII, VIII, and IX.
ThePlatform is intended to help you, whether you are aPatient User, an Authorized Representative, or a Caregiver User, stayconnected with information from the Patient User'scare team, track the Patient User's recovery,receive reminders and educational content, sharetask or status information with Caregiver Users, andsupport enabled care-coordination, in each case to the extent of your role and theaccess made available to you. The Platform is designed for recovery and discharge support; it is not atelehealth service, Suvi Health does not practice medicine, does not replace the relationship between aPatient User and the Patient User's clinicians, and does not providemedical advice, diagnosis, or treatment. Information displayed on the Platform,including summaries, transcripts, Voice Agent and Chatbot responses, andNudges, is for informational purposes only and should not be relied on as asubstitute for professional medical judgment. Platform information may not bereviewed in real time by the care team, doesnot create a direct-messaging channel with the care team unless the Health System has enabled one, and does notautomatically become part of the Patient User'smedical record. Always speak with a qualified clinician about the Patient User's specific situation before makinga healthcare decision. The Platform is not designed to detect or respond tomedical emergencies and should not be used for that purpose.
ForPatient Users, choosing not to use the Platform, or discontinuing use at anytime, will not affect your right to receive care from your clinicians or yourHealth System. Your use of the Platform is voluntary.
AnyUser may discontinue use at any time by closing ordeactivating their Account or, for Patient Users, by asking the Patient User's Health System to disenroll the Patient User. Ceasing to use the Platform, withoutmore, does not by itself close an Account or terminate these Terms. To close your Account, you may use the account-closure ordeactivation option in the Platform's settings, contact Suvi Health atsupport@suvi.health, or ask your Health System to deactivate or disenroll yourAccount on your behalf. [RG5] Accountclosure will take effect within a reasonable processing period, and SuviHealth's handling and retention of your User Content, Patient Data, and PHI followingclosure are governed by the Privacy Policy, any applicable BAA, the HealthSystem Agreement, and applicable law.
APatient User may authorize one or more Authorized Representatives to access anduse the Platform on the Patient User’s behalf while the Patient User is undertreatment, to the extent permitted by applicable law, Health System policy, andany required documentation. If you are an Authorized Representative, yourepresent and warrant that you have the documented authority required to standin 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, forthe Patient User’s benefit, and in compliance with applicable law and HealthSystem requirements. A Patient User may also allow one or more Caregiver Usersto create their own Accounts and access Patient-selected or Platform-enabledinformation, tasks, status updates, and features for the purpose of supportingthe Patient User’s care. If you are a Caregiver User, you represent and warrantthat the Patient User has chosen to give youaccess to the informationand features made available to you, and thatyour use of the Platform is permitted under applicable law. You agree to usethe Platform only for the Patient User's benefit, to respect the Patient User'sprivacy and choices, to communicate truthfully in any enabled workflow, and tostop using the Patient User's information on the Platform promptly if yourauthorization is revoked or ends. Caregiver User access does not authorize youto stand in the Patient User’s shoes, make medical decisions for the PatientUser, provide recording consent for the Patient User, exercise privacy-rightsrequests for the Patient User, act as the Patient User's legal representativeor proxy, access the Patient User's Account credentials, or bind the PatientUser.
Asingle Authorized Representative or Caregiver User may be authorized to supportmultiple Patient Users, and a single Patient User may authorize multipleAuthorized Representatives or Caregiver Users, where the Platform supportsthose configurations. A Patient User may modify or revoke an Authorized Representative’sor Caregiver User's access at any time through the Platform[MM6] or by contacting the Patient User's Health System, subject to reasonableprocessing time and limitations imposed by applicable law or the Health System.Suvi Health is not responsible for independently verifying the ongoing validityor scope of an Authorized Representative’s authority or a Caregiver User'saccess beyond the processes the Platform or the Health System provides, and isnot responsible for any Authorized Representative’s or Caregiver User's actionswith respect to information accessed through the Patient User's authorization.
Ifyou are a Patient User, you acknowledge thatgranting access to an Authorized Representative allows that person to stand inyour shoes within the documented scope of authority while you are undertreatment, and that granting access to a Caregiver User allows that person tosee sensitive health information and to receive Nudges, task/status updates,summaries, and other enabled communications about your care. Unless separatelydocumented and legally valid under applicable law, granting Caregiver Useraccess does not authorize the Caregiver User to make medical decisions for you,provide recording consent for you, exercise your privacy rights, act as your legalrepresentative or proxy, access your Account credentials, or bind you. You areresponsible for deciding whom to authorize, for periodically reviewing yourauthorizations, and for revoking authorizations that are no longer appropriate.
ThePlatform may allow you to exchange messages with your care team. If enabled, messagingis intended for non-urgent communication. Care team members may not beavailable at all times, and response times vary depending on your HealthSystem's policies, staffing, hours, and circumstances. Do not use messaging foremergencies, urgent symptoms, or time-sensitive issues. For an emergency, call911 or go to the nearest emergency department. For an urgent but non-emergentconcern, follow the instructions your Health System has provided, such ascalling a designated number. Your Health System is responsible for definingresponse-time expectations and for triaging incoming messages; Suvi Healthprovides the messaging infrastructure but does not provide clinical triage.
Sharing content youcontrol. Where the Platform allows,Patient Users may have the ability to share certain User Content, such as taskprogress, summaries, or other care-related information,with other Users. If you are a Patient User andyou choose to share User Content, you are responsible for deciding with whom toshare, for the accuracy and appropriateness of what you share, and for any usethe recipient makes of the shared content. Suvi Health has no responsibilityfor how a recipient uses, stores, or further shares any content you haveelected to share. You may revoke sharing access for future access where thePlatform provides that capability, as described inSection 18 (Authorized Representatives and Caregiver Users), but contentthat a recipient has already viewed, downloaded, or copied may not berecoverable.
Content shared with you.If you are a recipient and another User shares content with you throughthe Platform, your continued access to that content is determined by thesharing User and by any applicable Health System policies, and Suvi Healthmakes no representation that you will have ongoing access. You agree to usecontent shared with you only for the purposes for which it was shared, torespect the sharing User's privacy, and not to redistribute or publiclydisclose shared content without the sharing User's consent or a lawful basis todo so.
Youmay pause or end a recording or a session with a Voice Agent, Chatbot, orAmbient Scribe at any time. If you do so, only the portion captured before youpaused or ended will be available for processing, and only that portion may beshared with the recipients you select. Notwithstandingthe foregoing, if you decline to consent to a recording, transcript, or session(as distinct from revoking consent you previously gave to collection thatalready occurred), any information recorded or captured before consent is givenwill be promptly deleted, in accordance with the Privacy Policy, any applicableBAA, the Health System Agreement, and applicable law, and will not beprocessed, retained, or shared except as required by law. Connectivity,device, or Platform issues may also cause recordings, transcripts, Nudges, ormessages to be incomplete, delayed, or lost. Suvi Health does not guarantee thedelivery, completeness, or retention of any specific User Content, and youagree that you have no remedy against Suvi Health for content that isincomplete, delayed, lost, or otherwise unavailable, except as provided byapplicable law.
[Suvi to confirm: The Platform actually purgespre-consent buffered audio/transcripts upon a declination of consent, and thatthe deletion timing and method described here align with the Privacy Policy,any applicable BAA, the Health System Agreement, and applicable law. Deletethis note before publication.]
Recordinglaws vary by state. Some jurisdictions require the consent of all parties to arecorded communication; others require the consent of at least one party. ForHealth System workflows and clinical encounters conducted using the Platform,the Health System remains responsible for obtaining and documenting any legallyrequired recording, transcription, wiretapping, eavesdropping, or similarconsents from patients, Health System staff, and providers under the HealthSystem’s consent processes, policies, and applicable law. Suvi Health may alsoprovide an in-app consent workflow or otherwise obtain recording consent as anadditional measure, but Suvi Health does not replace the Health System’sconsent obligations. If you initiate a recording outside a HealthSystem-governed clinical workflow, or otherwise choose to record anotherperson's voice through the Platform in a non-clinical or user-initiated context,you are responsible for understanding and complying with the laws that apply tothat recording, including obtaining any required consent from all requiredpersons. By initiating such a recording through the Platform, you represent andwarrant that you have obtained all consents required by applicable law, and youassume all risk associated with the recording.
Subjectto your compliance with these Terms, Suvi Health grants you a limited,revocable, non-exclusive, non-transferable, non-sublicensable license to accessand use the Platform for your personal, non-commercial use in connection withyour own care or, if you are an Authorized Representative or Caregiver User, inconnection with your authorized support of a Patient User. All rights notexpressly granted are reserved. This license does not confer any ownershipinterest in the Platform, any Suvi Health IP, or any output generated by thePlatform.
ThisPart 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, largelanguage models, speech-to-text transcription, text-to-speech, and otherautomated systems to support features, including Voice Agents, Chatbots,Ambient Scribes, clinical documentation features, summaries, Nudges, andsimilar capabilities. These systems produce probabilistic outputs that can beincomplete, inaccurate, outdated, inconsistent with the source material, or inappropriatefor a given individual. They may omit important information, misattributestatements, fabricate information that sounds plausible but is wrong, reflectthe biases of their training data, or fail to recognize safety-relevantsignals. You acknowledge these limitations and agree to use automated outputsaccordingly.
Suvi Health does not sell PHI or identifiableUser Content, and does not use identifiable User Content, Patient Data, or PHI for product improvement, research, analytics, ormodel training outside the boundary of the applicable BAA and Health SystemAgreement. Identifiable data is governed by the Privacy Policy and, for PatientUsers, the applicable Health System’s notice of privacy practices. Suvi Healthmay process identifiable User Content, Patient Data, and PHI only as necessaryto 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 withrespect to de-identified derived data are described in Section 26 (Use of Datato Improve the Services).
CareTeam Users must review, correct, and validate any clinical documentation,summary, transcript, task, reminder, assessment, or other automated outputbefore relying on it for clinical decisions or incorporating it into a medicalrecord. Patient Users, Authorized Representatives, and Caregiver Users must notrely on automated outputs for medical decisions and should confirm any questionabout care with a qualified clinician. Suvi Health is not liable for actionstaken or not taken in reliance on automated outputs.
The Platform may send reminders,educational messages, suggestions, questions, check-ins, tasks, and otherNudges intended to support recovery, adherence, and engagement with a Patient'scare plan. Nudges are informational and are not personalized medical advice.Nudges may be generated, scheduled, or personalized by automated systems basedon information about the Patient, the Patient's care plan, the Patient'sinteractions with the Platform, and other signals. Whether and how you act on aNudge is your decision, and you should confirm any question about care with aqualified clinician.
You may opt out of non-essentialcategories of Nudges through the Platform's settings or by followinginstructions included in the Nudge itself. Certain Nudges may be essential tothe Platform's safe operation or required by your Health System, and may not besubject to opt-out. Opting out of certain Nudges may reduce the benefit youreceive from the Platform, and you assume any resulting risk.[MM7]
These automatedfeatures serve different functions. The Ambient Scribe passively captures audioduring an encounter and generates a structured clinical note, transcript,summary, or other documentation; it does not converse with you. A Voice Agentis a spoken-language agent you interact with by voice. The Chatbot is atext-based or conversational interface through which a Patient Usercommunicates with automated agents.
When the Ambient Scribe is active during anencounter, the Platform may capture audio, generate a transcript, and produce asummary, note, or other documentation. When a Voice Agent is in use, thePlatform captures and processes your spoken input in order to respond.Activation may be initiated manually by a Care Team User, Patient User, orAuthorized Representative through an in-app workflow, or automatically based on contextual signals configured by the HealthSystem, in each case after the required in-app permission or applicableHealth System workflow has been completed. Manual start, pause, and stopcontrols may remain available as configured for the applicable workflow. Usersare responsible for understanding when the Ambient Scribe or a Voice Agent isactive, and Care Team Users are responsible for pausing or stopping capturewhen clinically or legally appropriate.
The Chatbot and VoiceAgent are the text and voice interfaces through which Patient Users access SuviHealth's AI assistant, which is designed to help Patient Users ask questions,receive care-related explanations, and support onboarding and engagement. TheAI assistant may help answer Patient Userquestions about their care by drawing on the PatientUser’s transcribed conversations and a curated set of trusted clinicalsources. Questions that the AI assistant cannotor should not answer, including questions that require clinical judgment oradditional clinical context, may be saved to a “Parking Lot” so that they canbe addressed by Care Team Users where thatworkflow is available. The Parking Lot feature does not operate post-discharge.If the AI assistant cannot answer apost-discharge question, or if care-team escalation is not available throughthe Platform, you should use your Health System’s patient portal where directedor 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 derivedfrom use of the Platform for any purpose, provided that the data or informationis de-identified in accordance with HIPAA or otherwise does not identify you orany Patient User. Identifiable data is governed by the Privacy Policy and, forPatient Users, the applicable Health System’s notice of privacy practices. SuviHealth does not sell PHI and does not use identifiable User Content, PatientData, or PHI for product improvement, research, analytics, or model trainingoutside the boundary of the applicable BAA and Health System Agreement.
SuviHealth may make Beta Offerings available from time to time. Beta Offerings areprovided "as is" and "as available," may be changed,limited, or discontinued at any time, and may contain errors, inaccuracies, orother issues that do not appear in generally available features. Beta Offeringsmay be subject to Additional Terms presented at the time of access. Use of aBeta Offering is voluntary, and you should evaluate the suitability of a BetaOffering for your use case before relying on it. Feedback on Beta Offerings isespecially welcomed and is subject to Section 32 (Feedback).
Whenyou access the Platform through a mobile device, your contract with your mobilecarrier continues to apply. Your carrier may charge fees for data, messaging,voice calls, roaming, and other services. You are responsible for thosecharges. The quality, speed, and availability of the Platform on a mobiledevice depend on factors outside of Suvi Health's control, including thecarrier's coverage, network congestion, your device, and the operating systemand applications installed on it. Suvi Health does not guarantee that thePlatform will be compatible with any particular device, carrier, network, orservice plan, and is not responsible for delivery, storage, or processingfailures attributable to the carrier, the device, or the network.
SuviHealth provides access to its Platform through a mobile application. If youdownloaded our app (“Suvi Health App”) from the Apple App Store orGoogle Play (the “App Provider”), by agreeing to these Terms, you acknowledgethat you understand and agree to the following:
Appleusers only: If you downloaded the Suvi Health App from the App Store, thelicense granted to you in these Terms is non-transferable and is for use of thePlatform on any Apple products that you own or control.
SuviHealth may release updates, patches, or new versions of the Platform from timeto time, including updates that add, modify, or remove features. Updates may berequired to continue using the Platform, and older versions may stop working.Some features may not be available on older devices or operating systems. Youagree that Suvi Health may deliver and install updates automatically or requireyou to install them as a condition of continued use.
SuviHealth and its licensors own all right, title, and interest in and to SuviHealth IP. Except for the limited licenses expressly granted to you in theseTerms, you receive no rights in Suvi Health IP. You will not remove, alter, orobscure any trademark, copyright, patent, or other proprietary notice includedin 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 thePlatform, you hereby assign it to Suvi Health. If assignment is not effectivefor 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.
Feedbackis voluntary and is not Confidential Information of the party providing it. Yougrant Suvi Health a perpetual, irrevocable, worldwide, royalty-free, fullypaid, sublicensable, transferable license to use, reproduce, modify, createderivative works of, distribute, and otherwise exploit any Feedback for anylawful purpose, without attribution, compensation, or obligation to you.
Youretain any ownership rights you have in your User Content. By providing UserContent, you grant Suvi Health a worldwide, non-exclusive, royalty-free,sublicensable license to host, store, copy, transmit, display, adapt, and processthat User Content as necessary to provide, maintain, support, secure, troubleshoot,and comply with law in connection with the Services for you and your HealthSystem, in each case in accordance with the Privacy Policy, any applicable BAA,the applicable Health System Agreement, andapplicable law. This license does not permit Suvi Health to use identifiableUser Content, Patient Data, or PHI for product improvement, research,analytics, or model training outside the boundary of the applicable BAA andHealth System Agreement, but Suvi Health may use de-identified derived data asdescribed in Section 26 (Use of Data to Improve the Services). You representand warrant that you have all rights, consents, permissions, and authorizationsnecessary for Suvi Health to handle your User Content in this way.
SuviHealth owns all right, title, and interest in and to thede-identified and aggregated outputs, operational metrics, and de-identifieddata that Suvi Health creates in connection with the Services ("Suvi Health Derivatives"), provided thatSuvi Health Derivatives do not include identifiable User Content, Patient Data,or PHI. Suvi Health may create, use, disclose, commercialize, and otherwiseexploit Suvi Health Derivatives and other derived data for any purpose, providedthat the data is de-identified in accordance with HIPAA or otherwise does notidentify you or any Patient User. Identifiable User Content, Patient Data, andPHI remain subject to the Privacy Policy, any applicable BAA, the Health SystemAgreement, applicable law, and, for Patient Users, the applicable HealthSystem’s notice of privacy practices. Suvi Health may not license, sell, orotherwise commercialize identifiable User Content, Patient Data, or PHI exceptas expressly permitted by those authorities.
SuviHealth has no obligation to pre-screen or monitor User Content and is notresponsible for the accuracy, completeness, content, or delivery of UserContent. Suvi Health may, in its reasonable discretion, review, refuse, remove,or disable access to User Content that Suvi Health believes violates theseTerms, 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 interoperatewith third-party software, services, datasets, or content provided by licensorsor partners of Suvi Health. Use of those components or services may be subjectto additional license terms imposed by the third-party provider andcommunicated to you. You agree to comply with any such additional terms thatare made available to you. Suvi Health is not responsible for third-partycomponents, services, or content that you choose to use with the Platformoutside of the integrations Suvi Health provides, and Suvi Health is not liablefor any loss or damage caused by your use of those third-party offerings.[MM8]
Where the Platform incorporates content thatis licensed from third parties, you agree to the additional notices and termsthat apply to that content, which Suvi Health will make available to youthrough the Platform, through a linked page, or in an exhibit to these Terms.Such notices may include, where applicable, notices required by code set orterminology licensors, clinical content providers, and other third-partycontent providers. Where a third-party licensor requires end-user terms to beincluded, those terms are incorporated by reference when the applicable contentis made available to you.[MM9]
HealthSystems generally cover the fees for the Platform, so most Users access thePlatform free of charge. If Suvi Health offers paid features directly to you inthe future, the applicable fees, billing terms, payment methods, automaticrenewal terms, and cancellation terms will be presented at the time of purchaseand will form part of these Terms when you accept them. You are responsible forany third-party charges you incur when using the Platform, including internetaccess, mobile data, device costs, and text message charges.
Eachparty represents that it has the authority to enter into these Terms and toperform its obligations under them, and that the execution and performance ofthese Terms will not conflict with any law or any contractual obligation to athird party. Suvi Health will provide the Servicesin a professional manner consistent with generally accepted industry standardsfor similar services.
Yourepresent and warrant that (a) you will use the Platform in compliance withthese Terms, your Health System's policies where applicable, and applicablelaw; (b) you have all rights, consents, permissions, and authorizationsnecessary to provide any User Content you submit or recording you initiate andto authorize the processing of that User Content as described in these Termsand 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 anyapplicable law; and (d) your use of the Platform will not violate the rights ofany third party or cause Suvi Health or a Health System to violate any law.
EXCEPTAS 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 "ASAVAILABLE" BASIS, WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND,EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SUVI HEALTH DISCLAIMS ALLWARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR APARTICULAR PURPOSE, QUIET ENJOYMENT, ACCURACY, COMPLETENESS, TIMELINESS, TITLE,AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSEOF PERFORMANCE, OR USAGE OF TRADE.
SUVIHEALTH DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, TIMELY,SECURE, OR FREE FROM ERROR, VIRUSES, OR OTHER HARMFUL COMPONENTS, OR THAT ANYOUTPUT, INCLUDING TRANSCRIPTS, TASKS, REMINDERS, SUMMARIES, VOICE AGENT ORCHATBOT RESPONSES, ASSESSMENTS, OR NUDGES, WILL BE ACCURATE, COMPLETE,RELIABLE, OR SUITABLE FOR A PARTICULAR INDIVIDUAL OR PURPOSE. SUVI HEALTH DOESNOT PRACTICE MEDICINE, DOES NOT PROVIDE MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT,AND IS NOT LIABLE FOR DECISIONS MADE OR NOT MADE BASED ON PLATFORM OUTPUTS. THEPLATFORM IS NOT INTENDED FOR USE IN A MEDICAL EMERGENCY. SOME JURISDICTIONS DONOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO CERTAIN OF THE ABOVEEXCLUSIONS MAY NOT APPLY TO YOU.
TOTHE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL SUVI HEALTH OR ITSAFFILIATES, LICENSORS, OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANYINDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES,OR FOR ANY LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, LOSS OFBUSINESS OPPORTUNITY, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF ORRELATING TO THESE TERMS OR THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY(WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND REGARDLESS OFWHETHER SUVI HEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TOTHE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF SUVIHEALTH AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS ARISING OUT OF OR RELATINGTO THESE TERMS AND THE PLATFORM WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTSYOU PAID TO SUVI HEALTH FOR THE PLATFORM IN THE SIX MONTHS PRECEDING THE EVENTGIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).
Thelimitations in this Section 40 allocate risk between the parties, form anessential basis of the bargain, and apply even if a remedy fails of itsessential purpose. Notwithstanding anything to thecontrary in these Terms, nothing in this Section 40 or elsewhere in these Termsexcludes or limits liability for fraud or fraudulent misrepresentation, grossnegligence, recklessness, or willful misconduct, for death or personal injury,or for any other liability that cannot be excluded or limited under applicablelaw. Some jurisdictions do not allow the exclusion or limitation ofcertain damages, and in those jurisdictions, Suvi Health's liability is limitedto the fullest extent permitted by law.
Youwill defend, indemnify, and hold harmless Suvi Health and its affiliates, andeach of their officers, directors, employees, agents, licensors, andcontractors (each, an "Indemnified Party"), from and against any andall third-party claims, actions, proceedings, demands, damages, liabilities,losses, costs, and expenses, including reasonable attorneys' fees, arising outof or relating to (a) your breach of these Terms, including any AdditionalTerms, the Privacy Policy, or any applicable BAA; (b) your violation ofapplicable law or of the rights of any third party, including recording,wiretapping, eavesdropping, consent, privacy, Authorized Representativeauthority, or Caregiver User access laws; (c) your User Content; (d) your useof the Platform, including any decision you make or fail to make in connectionwith the Platform; (e) any claim that, if true, would constitute a breach ofthe representations or warranties you make in these Terms; (f) your negligent,willful, or wrongful conduct; or (g) any use of your Account or credentials byanother person to the extent resulting from your failure to protect yourAccount or credentials or comply with these Terms.
SuviHealth will notify you of any claim for which we seek indemnification and allowyou to control the defense and settlement of the claim, provided that you willnot settle any claim in a manner that imposes any liability, admission, orobligation on an Indemnified Party or that requires payment by an IndemnifiedParty, or that is otherwise materially adverse to an Indemnified Party, withoutthe affected Indemnified Party's prior written consent (not to be unreasonablywithheld). Any Indemnified Party may, at its option and expense, participate inthe defense with counsel of its choice. You will cooperate reasonably with thedefense, and the Indemnified Party will cooperate reasonably with you at yourexpense.
TheseTerms apply from the moment you first access the Platform and remain in effectuntil terminated. You may terminate these Terms at any time by closing or deactivating your Account, or by asking yourHealth System to deactivate or disenroll your Account, in each case using theaccount-closure process described in Section 17 (Voluntary Use and AccountClosure). Ceasing to use the Platform, without more, does not by itselfterminate these Terms or close your Account, and these Terms will continue toapply to your Account until it is closed or deactivated. Suvi Health maysuspend or terminate your access to the Platform at any time if we reasonablybelieve that you have violated these Terms, that suspension or termination isneeded to protect the Platform or its Users, that continued access would createlegal, regulatory, or safety risk, or that your Account has been inactive foran extended period. A Health System may also suspend or terminate an Account ithas provisioned in accordance with the Health System Agreement.
Ontermination, your license to access and use the Platform ends, and you muststop accessing and using the Platform. Sections that by their nature shouldsurvive termination, including provisions regarding ownership, User Contentlicense grants, confidentiality, disclaimers, limitation of liability,indemnification, dispute resolution, and general provisions, will survive. SuviHealth's obligations with respect to User Content, Patient Data, and PHI aftertermination are governed by the Privacy Policy, any applicable BAA, the HealthSystem Agreement, and applicable law. Unless otherwise required by law or theHealth System Agreement, Suvi Health has no obligation to retain your UserContent after termination, and you are responsible for exporting or requestingexport of your User Content, where such export is available, beforetermination.
SuviHealth may modify, add, remove, deprecate, suspend, or discontinue features ofthe Platform at any time. We will use commercially reasonable efforts to notifyUsers of material changes in advance through the Platform, by email, or throughthe Health System. Except as required by applicable law, Suvi Health has noliability to you for any modification, deprecation, suspension, ordiscontinuation of a feature.
PLEASEREAD THIS PART CAREFULLY. IT REQUIRES YOU TO RESOLVE MOST DISPUTES WITH SUVIHEALTH THROUGH INDIVIDUAL, BINDING ARBITRATION AND WAIVES YOUR RIGHT TO A JURYTRIAL AND TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION.
ThisPart VIII applies only to Disputes between you and Suvi Health where you are aPatient User, Authorized Representative, or Caregiver User, and references inthis Part VIII to "you" mean a Patient User, AuthorizedRepresentative, or Caregiver User. This Part VIII does not apply to Care TeamUsers. Any Dispute arising out of or relating to a Care Team User's access toor use of the Platform is not subject to this Part VIII and instead will beresolved in accordance with the dispute resolution procedures set forth in theapplicable Health System Agreement between Suvi Health and the Care Team User'sHealth System.
Beforeinitiating a formal proceeding, the parties will try in good faith to resolveany dispute, claim, or controversy arising out of or relating to these Terms orthe Platform (each, a "Dispute") informally. The party seeking reliefmust send a written notice of the Dispute to the other party that describes thenature and basis of the Dispute and the specific relief sought, using thenotice addresses provided in Section 59 (for notices to Suvi Health) or thecontact information associated with your Account (for notices to you). Theparties will then attempt in good faith to resolve the Dispute throughnegotiation for a period of thirty (30) days after the notice is received. Ifthe Dispute is not resolved during that period, either party may proceed witharbitration or other relief as provided in this Part VIII. The statute oflimitations and any filing fee deadlines will be tolled while the partiesengage in the informal resolution process.
Exceptas expressly provided in Section 48 (Exceptions) and Section 49 (Opt-Out), youand Suvi Health agree that every Dispute will be resolved by individual,binding arbitration, and not in a court of law.
Anylegal or equitable dispute, claim, or controversy arising from or relating to theseTerms 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 theplatform provided by New Era ADR, Inc. (https://app.neweraadr.com/) (the “NewEra Platform”) in accordance with its rules and procedures for “VirtualExpedited Arbitrations” by a professional Neutral with relevant experience (the“Neutral”). The Neutral shall be chosen in accordance with the rules andprocedures of the New Era Platform. The allocation offees and costs, and any award of attorneys' fees and expenses, is governed bySection 52 (Fees and Costs) and applicable law. Judgment on thearbitration award may be entered in any court having jurisdiction.
Aparty shall initiate an arbitration through New Era ADR at https://app.neweraadr.com. The contactinformation for Suvi Health shall be ___________ and for the relevant user itshall be the last known email address. For more information on initiatingdisputes please go to New Era ADR’s VirtualArbitration Help Center. For support when initiating a dispute pleasecontact support@neweraadr.com.
Nothingin this Part VIII prevents either party from (a) bringing an individual claimin small claims court if the claim qualifies; (b) seeking injunctive or otherequitable relief in a court of competent jurisdiction to protect intellectualproperty, confidential information, or Platform security, pending the outcomeof arbitration; or (c) pursuing any enforcement action available through agovernmental agency. Nothing in these Terms prevents you from reportingpossible violations of law to a governmental agency or from respondingtruthfully to lawful legal process.
Youmay opt out of this agreement to arbitrate by sending a written opt-out noticeto Suvi Health by email to the address specified atthe beginning of these Terms, or by mail to the address in Section 59, within thirty (30) days after the date you firstaccept these Terms. The opt-out notice must include your first and last name,the email address associated with your Account, and aclear statement that you decline this arbitration agreement. A valid and timelyopt-out will relieve you of the obligation to arbitrate future Disputes, butwill not affect any other provision of these Terms, including the jurisdictionand venue provisions in Section 53.
YOUAND SUVI HEALTH AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER ONLYIN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANYPURPORTED CLASS, REPRESENTATIVE, OR CONSOLIDATED PROCEEDING. THE NEUTRAL MAY NOT CONSOLIDATE MORE THAN ONE PERSON'SCLAIMS, MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING,AND MAY NOT AWARD CLASS-WIDE RELIEF.
Iftwenty-five (25) or more similar claims are asserted against Suvi Health by orwith the coordinated assistance of the same law firm or coordinated group oflaw firms, the parties agree that the claims will be administered in batches ofno more than fifty (50) claims per batch through theNew Era Platform. Each batch will have a single set of filing andadministrative fees due from claimants and Suvi Health, and New Era ADR will provide a single Neutral or set of case administratorsfor the batch. Claimants and Suvi Health agree to work in good faithwith New Era ADR to administer the batchesefficiently and to resolve any disagreements about batching. No claim in asubsequent batch may proceed until the prior batch has concluded, unless theparties agree or New Era ADR directsotherwise. This provision is intended to increase the efficiency and fairnessof resolving a large number of similar claims and will be enforced to thefullest extent permitted by law.
This Section 52 governs the allocation of fees and costs inarbitration, notwithstanding any other provision of this Part VIII. The New EraPlatform charges flat fees for arbitration, allocated in accordance with itsrules and procedures. For any Dispute you bring as a Patient User, AuthorizedRepresentative, or Caregiver User, Suvi Health will pay the New Era Platform'sfiling, administrative, and Neutral fees, except that you will pay the portion of any filing fee equal to what you would have paidto file the same claim in court. Each party will otherwise bear its own costsand attorneys' fees, except that the Neutral may award reasonable attorneys'fees and expenses to a prevailing party only to the extent expressly permittedby applicable law and the rules and proceduresof the New Era Platform. If the Neutralfinds that a claim or a defense was frivolous or brought for an improperpurpose, the Neutral may reallocate fees and costs tothe extent permitted by the rules and procedures of the New Era Platformand applicable law.
Forany Dispute that is not subject to arbitration, or if the arbitration agreementis held unenforceable in whole or in part, the parties consent to the exclusivejurisdiction and venue of the state and federal courts located in New CastleCounty, Delaware, for the resolution of the Dispute, and waive any objection tothat jurisdiction or venue based on inconvenience or otherwise.
AnyDispute must be initiated within one (1) year after the claim arose, to theextent permitted by applicable law. Claims not brought within that period arepermanently barred.
IfSuvi Health makes any material change to this Part VIII, other than a change tothe address for notices, you may reject the change by sending a written noticeof rejection to the address in Section 59 within thirty (30) days after theeffective date of the change. In that case, your Account will be subject to thearbitration provisions as in effect immediately before the change you rejected.
Ifany part of this Part VIII other than Section 50 (No Class Actions) is found tobe invalid or unenforceable, the remaining provisions of this Part VIII willremain in effect. If Section 50 (No Class Actions) is found to be invalid orunenforceable with respect to a particular Dispute, that Dispute will besevered and resolved in court in accordance with Section 53. This Part VIIIsurvives termination of these Terms.
SuviHealth may update these Terms from time to time. If we make a material change, we willnotify you through the Platform, by email, or by another reasonable meansbefore the change takes effect, and we will update the "Last updated"date at the top of these Terms[MM10] . Continued access to or use of thePlatform after the effective date of a change constitutes your acceptance ofthe updated Terms. If you do not accept a change, your sole remedy is to stopusing the Platform and close your Account. Disputes will be resolved under theversion of these Terms in effect at the time the Dispute arose.
TheseTerms and any Dispute arising out of or relating to them are governed by thelaws of the State of Delaware without regard to its conflict-of-law principles,except that the Federal Arbitration Act governs the interpretation andenforcement of Part VIII. The United Nations Convention on Contracts for theInternational Sale of Goods and the Uniform Computer Information TransactionsAct do not apply to these Terms.
Anylegal notice to Suvi Health must be sent with a copy by email tolegal@suvi.health and in writing to:
SuviHealth, Inc., Attn: Legal
1580N Logan St, Ste 660 PMB 557803
Denver,Colorado 80203
Noticesto Suvi Health are deemed given when received. Suvi Health may provide noticesto you through the Platform, by email to the address associated with yourAccount, by push or in-app notification, or by other reasonable means. Noticesto you are deemed given when sent. For general questions, contact support@suvi.health.For privacy-related requests, contact privacy@suvi.health.
SuviHealth operates the Platform from within the United States. The Platform isintended for Users located in the United States. If you access the Platformfrom outside the United States, you do so at your own risk and are responsiblefor complying with the laws of the jurisdiction in which you are located. Youmay not use the Platform in violation of United States export control orsanctions laws.
ThePlatform may be subject to United States and other export control and sanctionslaws. You agree to comply with all such laws, not to use or transfer thePlatform in violation of those laws, and to make no use of the Platform that isprohibited by those laws. You represent that you are not located in a countryor territory that is the subject of comprehensive United States sanctions, andthat you are not listed on any United States government list of prohibited orrestricted parties.
ThePlatform and any related documentation are "commercial items," andany associated software components are "commercial computer software"or "commercial computer software documentation," as those terms areused in applicable federal acquisition regulations. Accordingly, if you are aUnited States federal government end user, you acquire only those rights in thePlatform that are granted to all other end users under these Terms. ThisSection is in lieu of, and supersedes, any other United States federal governmentclause relating to rights in software or documentation.
Youmay not assign, delegate, or otherwise transfer these Terms, by operation oflaw or otherwise, without Suvi Health's prior written consent. Suvi Health mayassign these Terms, in whole or in part, without your consent in connectionwith a merger, acquisition, corporate reorganization, change of control,financing, or sale of all or substantially all of its assets or equity, or toan 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.
Neitherparty will be liable for any delay or failure to perform (other thanobligations to pay money) caused by circumstances beyond its reasonablecontrol, including acts of God, natural disasters, pandemics, epidemics, labordisputes, strikes, governmental actions, acts of war or terrorism, civilunrest, power outages, supply chain disruptions, cyberattacks, and failures ordegradation of the internet, telecommunications services, or third-partyinfrastructure. The party affected will give prompt notice to the other andwill use commercially reasonable efforts to resume performance.
Theparties 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 priorwritten consent. Caregiver User access likewise does not create an agency,fiduciary, legal representative, proxy, or other relationship authorizing theCaregiver User to bind a Patient User. An Authorized Representative may standin the shoes of a Patient User only to the extent separately documented andlegally valid under applicable law and Health System policy.
Exceptas expressly provided in these Terms, these Terms do not create any rights inany person other than the parties. A Health System that has contracted withSuvi Health may enforce provisions of these Terms that are identified in theHealth System Agreement as intended for its benefit. Where a third-partymarketplace operator is a required third-party beneficiary of the end-userlicense for a Suvi Health mobile application, the operator is a third-partybeneficiary of that license with the right to enforce it.
Withrespect to Health Systems, and unless the Health System Agreement providesotherwise, Suvi Health may identify the Health System as a customer in customerlists and general marketing materials, provided that such use does not implyendorsement without the Health System's prior written consent. No equivalentright is granted with respect to individual Patient Users, Authorized Representatives,Caregiver Users, or Care Team Users.
Subject to Section 56 (Severability and Survival), ifany provision of these Terms is held to be invalid, illegal, or unenforceableby a court or Neutral of competentjurisdiction, that provision will be modified to the minimum extent necessaryto make it enforceable, or, if it cannot be so modified, severed, and theremaining 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 awaiver of that right. A waiver is effective only if in writing and signed bythe waiving party and will not constitute a waiver of any subsequent breach.
Sectionheadings 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 amendedversions. These Terms have been prepared by both parties and will not beconstrued against either party as drafter.
TheseTerms are written in English. Any translation is for convenience only. In theevent of a conflict between the English version and any translation, theEnglish version controls to the extent permitted by applicable law.
TheseTerms, together with the Privacy Policy, any Additional Terms, and, whereapplicable, the Health System Agreement and any BAA, constitute the entireagreement between you and Suvi Health regarding the Platform and supersede allprior and contemporaneous agreements, proposals, and communications on thatsubject. In the event of a conflict, the order of precedence (from highest tolowest) is: (a) the applicable BAA with respect to PHI; (b) the Health SystemAgreement with respect to matters between Suvi Health and the Health System;(c) any Additional Terms with respect to the feature or program to which theyapply; (d) these Terms; and (e) the Privacy Policy.
End of Terms of Service.
