01
Agreement and eligibility
These Terms of Service (“Terms”) are a legal agreement between you and InPractice Health governing your access to and use of our websites, software, platforms, reports, interfaces, support and related offerings (collectively, the “Services”). By accessing or using the Services, you agree to these Terms. If you do not agree, do not use the Services.
The Services are intended for business and professional use. You must be at least 18 years old and legally able to enter this agreement. If you use the Services for an organisation, you represent that you have authority to bind it, and “you” includes that organisation.
02
Services and other agreements
InPractice Health may provide data integration and harmonisation, analytics and reporting, research and query interfaces, workflow tools, clinical-data infrastructure, software support, and related professional services. Features may differ by customer, plan, geography and stage of development.
Order Forms and negotiated agreements
A customer’s use may also be governed by an Order Form, Master Services Agreement, Data Processing Agreement, Business Associate Agreement, data licence, research agreement or other signed terms (each, an “Additional Agreement”). If an Additional Agreement conflicts with these Terms, the Additional Agreement controls for its subject matter.
Public website
Website content is provided for general business information. Product descriptions, “coming soon” features, demonstrations, statistics and example findings do not create a commitment to deliver a feature or a guarantee of availability, performance or research outcome.
03
Accounts and authorised users
You must provide accurate account information, keep credentials confidential, use reasonable security measures and promptly notify us of suspected unauthorised access. You are responsible for activity under accounts assigned to you or your organisation, except to the extent caused by InPractice Health’s breach of an applicable obligation.
Administrators may provision, suspend and manage authorised users for their organisation. You may not share credentials, permit access by unauthorised persons or circumvent access controls.
04
Customer responsibilities
You are responsible for:
- Using the Services only for lawful, authorised and documented purposes.
- Ensuring you have all rights, notices, consents, permissions and legal bases required for data you provide or connect.
- Configuring user access appropriately and maintaining the security of your systems and endpoints.
- Reviewing outputs and making your own professional, clinical, research and business decisions.
- Complying with privacy, healthcare, research, employment, export and other laws applicable to your activities.
- Following documentation, reasonable technical requirements and restrictions in an applicable Additional Agreement.
05
Customer data and health information
Ownership and limited licence
As between the parties, customers retain their rights in information they submit, upload or connect to the Services (“Customer Data”). A customer grants InPractice Health and its subprocessors a limited right to host, copy, transmit, transform, analyse and otherwise process Customer Data only as necessary to provide, secure, support and improve the contracted Services, comply with law, and exercise rights expressly granted in an Additional Agreement.
Protected Health Information
If InPractice Health creates, receives, maintains or transmits Protected Health Information as a Business Associate, the parties must have an applicable BAA before that processing begins. The BAA governs permitted uses and disclosures, safeguards, incident reporting, subcontractors, individual-rights assistance and return or destruction of PHI.
Aggregated and de-identified information
InPractice Health may use aggregated or de-identified information as permitted by applicable law and the governing agreement, including to operate, secure, evaluate and improve the Services and to support authorised research. We will not attempt to re-identify information that is contractually or legally required to remain de-identified.
Our handling of personal information is also described in the Privacy Policy.
06
Acceptable use
You may not, and may not assist another person to:
- Use the Services unlawfully, fraudulently, deceptively or in violation of another person’s rights.
- Access, use, disclose or attempt to identify data without appropriate authorisation.
- Upload malicious code, interfere with service integrity, probe vulnerabilities or bypass security or usage controls.
- Reverse engineer, decompile, disassemble or attempt to derive source code, models or non-public methods, except where law expressly permits.
- Scrape, copy, resell, sublicense or use the Services to build a materially competing product except as expressly authorised.
- Use outputs as the sole basis for diagnosis, treatment, patient eligibility or another decision with legal or similarly significant effects.
- Misrepresent generated, de-identified, statistical or research outputs as individually verified clinical facts.
- Use the Services in a way that could harm patients, research participants, customers, systems or the public.
We may investigate suspected misuse and preserve or disclose information when reasonably necessary to protect the Services, comply with law or enforce these Terms, subject to applicable privacy and contractual obligations.
07
Analytics, AI and generated outputs
The Services may produce analytics, cohorts, classifications, predictions, summaries, computer- vision assessments, reports or other generated outputs. Outputs may contain errors, omissions or uncertainty and may change as data, methods and Services evolve.
You are responsible for reviewing outputs, validating fitness for your intended purpose, maintaining appropriate human oversight and complying with any laws or professional standards that apply to your use.
08
Intellectual property and feedback
InPractice Health and its licensors retain all rights in the Services, including software, interfaces, designs, documentation, models, methods, trademarks and improvements. Except for the limited right to use the Services during the applicable term, no rights are granted by implication or otherwise.
Rights in Customer Data and generated outputs are governed by the applicable Additional Agreement. If no Additional Agreement addresses an output, you may use the output for your internal lawful business purpose, subject to underlying data, third-party and InPractice Health rights.
If you provide suggestions or feedback, you grant InPractice Health a worldwide, perpetual, irrevocable, royalty-free right to use it without restriction or obligation, provided we do not identify you publicly without permission.
09
Fees, taxes and third-party services
Fees and payment
Fees, invoicing, taxes, renewal and payment terms are stated in the applicable Order Form or Additional Agreement. Unless that agreement states otherwise, fees are non-cancellable and non-refundable to the extent permitted by law. You are responsible for applicable taxes other than taxes based on InPractice Health’s net income.
Third-party services
The Services may interoperate with customer-selected EMR, CRM, POS, cloud or other third-party services. Your use of a third-party service is governed by its terms and privacy practices. InPractice Health is not responsible for third-party systems outside our control, but remains responsible for its own obligations regarding approved subprocessors.
10
Confidentiality and security
Each party may receive non-public information that is identified as confidential or should reasonably be understood to be confidential. The receiving party will use it only to perform or receive the Services, protect it using reasonable care, and disclose it only to people who need to know and are bound by confidentiality obligations. These duties do not apply to information that is public without breach, already lawfully known, independently developed, or lawfully received without restriction.
If disclosure is legally required, the receiving party may disclose the minimum required and, where legally permitted, will provide advance notice. Additional security and confidentiality commitments may be stated in an MSA, DPA, BAA or security exhibit.
11
Availability, changes and beta features
We may maintain, update, modify or discontinue features. We will use commercially reasonable efforts to avoid material disruption to contracted Services and provide notice where required by an Additional Agreement. Service levels apply only if expressly stated in a signed agreement.
Preview, pilot, beta, evaluation and “coming soon” features may be incomplete, changed or withdrawn at any time. They are provided for testing and feedback, may have additional restrictions and should not be used for production or high-risk decisions unless expressly authorised.
12
Suspension and termination
A customer may terminate as provided in its Additional Agreement. We may suspend access when reasonably necessary to address a security risk, unlawful use, material breach, non-payment, harm to the Services or users, or a legal requirement. Where practicable, we will limit the suspension and provide notice and an opportunity to cure.
On termination, access rights end. Data return, export, deletion and transition obligations are governed by the applicable Additional Agreement, DPA or BAA. Provisions that by their nature should survive, including payment obligations, confidentiality, intellectual property, disclaimers, liability limits, indemnity and general terms, will survive.
13
Disclaimers, liability and indemnity
Disclaimers
To the maximum extent permitted by law, and except for express warranties in an Additional Agreement, the Services are provided “as is” and “as available.” InPractice Health disclaims implied warranties, including merchantability, fitness for a particular purpose, title and non-infringement. We do not warrant that the Services or outputs will be uninterrupted, error-free, complete or suitable for every use.
Limitation of liability
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, punitive or consequential damages, or for lost profits, revenue, goodwill or data, arising from these Terms, even if advised of the possibility. Except for liability that cannot lawfully be limited and any different cap in an Additional Agreement, InPractice Health’s aggregate liability arising from the Services will not exceed the fees paid or payable for the affected Services during the 12 months before the event giving rise to the claim.
Indemnity
If you use the Services for an organisation, you will defend and indemnify InPractice Health and its personnel against third-party claims arising from your Customer Data, unlawful or unauthorised use, violation of these Terms, or infringement of another person’s rights, except to the extent caused by InPractice Health’s breach, negligence or wilful misconduct. Any indemnity process in an Additional Agreement controls if it differs.
Some jurisdictions do not allow certain exclusions or limitations, so parts of this section may not apply.
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Governing law, changes and general terms
Governing law and courts
These Terms are governed by Delaware law, excluding conflict-of-law rules. Unless an Additional Agreement states otherwise, the state and federal courts located in Delaware have exclusive jurisdiction, and each party consents to venue there. Mandatory local law remains unaffected.
Changes to these Terms
We may update these Terms to reflect changes in the Services, business or law. We will post the revised Terms with a new effective date and provide additional notice for material changes where required. Changes apply prospectively. Continuing to use the Services after the effective date constitutes acceptance, unless a signed Additional Agreement provides another change process.
General
Neither party may assign these Terms without the other’s consent, except to an affiliate or in connection with a merger, reorganisation or sale of substantially all relevant assets. Neither party is liable for delay caused by events beyond reasonable control, except payment obligations. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder continues. Failure to enforce a provision is not a waiver. These Terms and applicable Additional Agreements are the entire agreement regarding their subject matter and do not create a partnership, agency or third-party beneficiary.
Contact
Legal questions may be sent to legal@inpracticehealth.com. Privacy questions should be sent to privacy@inpracticehealth.com.