Terms of Use

These Terms of Use (“Terms”) govern your access to and use of the Guardoc web-based software platform(s) and any other services owned or operated by Complihealth, Inc. (“Complihealth”, “Guardoc”, “we”, “us”, or “our”) which link to these Terms (collectively, the “Application” or the “Service”).

“You” or “User” means any person who uses the Service, including but not limited to use through employment or on behalf of a business or organization for commercial purposes (“Licensee”). By accessing or using the Application, you agree to be bound by these Terms. If you do not agree to these Terms, do not access or use the Application.

Through the Service, a User will provide, receive or have access to information that is regulated by the Health Insurance Portability and Accountability Act of 1996, as amended by Subtitle D of the Health Information Technology for Economic and Clinical Health Act, and their implementing regulations (collectively, “HIPAA”). Information that is subject to HIPAA will be governed by these Terms, the Business Associate Agreement between Licensee and us, and our Privacy Policy.

Eligibility and Accounts

The Application is intended for use by clinical and administrative personnel of Licensee in the course of their authorized duties. You represent that you are at least 18 years of age, are authorized by Licensee to access the Application, and that the information you provide to us is accurate and complete.

Access to the Application is performed with a Single Sign On (SSO) with your existing Electronic Health Record (EHR) vendor. You are responsible for maintaining the confidentiality of your EHR credentials and for all activity that occurs under your account. You agree to notify us immediately at support@guardoc.health of any unauthorized use of your account or any other suspected breach of security.

License to Use the Application

Subject to your continued compliance with these Terms and any applicable agreement between Licensee and us, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Application solely for the internal business purposes of Licensee and in connection with the authorized clinical, compliance, and administrative workflows that the Application supports.

All rights not expressly granted to you in these Terms are reserved by us and our licensors. No title or ownership in the Application or any related intellectual property is transferred to you under these Terms.

Acceptable Use

You agree that you will not, and will not permit any third party to:

• Use the Application in violation of any applicable law or regulation, including HIPAA and other privacy and security laws.
• Use the Application to access, store, or transmit information that you are not authorized to access under Licensee's policies or the policies of the relevant EHR.
• Copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying ideas of the Application, except to the extent expressly permitted by applicable law.
• Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make the Application available to any third party.
• Use the Application to develop, train, or improve any competing product or service.
• Interfere with or disrupt the integrity, security, or performance of the Application, including by introducing viruses or other malicious code, attempting to gain unauthorized access, probing or scanning for vulnerabilities, or circumventing any access controls or rate limits.
• Use any automated means (such as scrapers, bots, or scripts) to access or extract data from the Application, except as expressly authorized by us in writing.
• Remove, obscure, or alter any proprietary notices in the Application or any output thereof.

Your Content and Data

As part of using the Application, you may submit or transmit content, including links, snapshots, messages, and other materials (“User Content”). As between you and us, Licensee retains all rights it has in such User Content, subject to the licenses granted to us in any agreement between Licensee and us and as necessary for us to provide and improve the Service.

You represent and warrant that you have all rights and permissions necessary to submit User Content to the Application and that doing so does not violate any law, contract, or third-party right.

Third Party Services and EHRs

The Application interoperates with EHRs and other third-party services. When you click on links to third-party sites, you will be taken to websites we do not control. Once you click on such links you will be subject to the legal terms and conditions and to the privacy policy of those third parties. We are not responsible for the content, policies, or practices of any third-party services, and your use of them is solely at your own risk.

Service Changes and Availability

We may, from time to time and without notice, modify, suspend, or discontinue all or part of the Application, or add or remove features. We will use commercially reasonable efforts to make the Application available, but we do not warrant that the Application will be uninterrupted, error-free, or free from security vulnerabilities. Scheduled maintenance, unscheduled outages, and issues with third-party providers may affect availability.

Disclaimers

The Application is provided on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, we disclaim all warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

The Application is a tool intended to support, not replace, the independent professional judgment of qualified clinicians and compliance personnel. Outputs of the Application, including suggestions, alerts, summaries, and other AI-generated content, do not constitute medical advice or a substitute for the professional review, diagnosis, or treatment by a licensed clinician. You are solely responsible for any decisions made or actions taken based on your use of the Application.

Limitation of Liability

To the maximum extent permitted by applicable law, in no event will we, our affiliates, or our licensors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business opportunity, arising out of or relating to these Terms or your use of the Application, even if we have been advised of the possibility of such damages.

Our aggregate liability arising out of or relating to these Terms or your use of the Application will not exceed the amounts paid by Licensee to us for the Application in the twelve (12) months preceding the event giving rise to the claim, or, if no amounts have been paid, one hundred U.S. dollars (USD $100). These limitations apply regardless of the legal theory on which the claim is based.

Indemnification

You agree to defend, indemnify, and hold harmless Complihealth, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Application in violation of these Terms; (b) your User Content; or (c) your violation of any applicable law or third-party right.

Term and Termination

These Terms remain in effect for as long as you access or use the Application. We may suspend or terminate your access to the Application at any time, with or without notice, if we believe you have violated these Terms or if we are required to do so by law, by Licensee, or by an EHR partner. Upon termination, the rights granted to you under these Terms will immediately cease, but any provisions that by their nature should survive termination (including disclaimers, limitations of liability, and indemnification obligations) will survive.

Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles. The federal and state courts located in Delaware will have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Application, and you consent to the personal jurisdiction of those courts. If a written agreement between Licensee and us specifies a different governing law or dispute resolution mechanism, that agreement will control as to Licensee.

Changes to These Terms

We may update these Terms from time to time. Should we make material changes, we will notify you as required by law or by any applicable agreement with Licensee. Your continued use of the Application after we revise these Terms means you accept those changes, so please check these Terms periodically for updates.

Contact Us

If you have any questions or concerns about these Terms, please contact us at support@guardoc.health.