Terms of Use

Summary

By accessing our healthcare platform, you are agreeing to be bound by the terms and conditions set forth in this document. Please read these terms carefully before using our platform. By using our platform, you are indicating that you understand and agree to these terms. If you do not agree to these terms, you should not use our platform. These terms of use may be updated from time to time, so please check back periodically to ensure that you are familiar with the latest version. If you have any questions about these terms, please contact us.

Relationship to Executed Agreements — Order of Precedence

If you access the Health Universe Platform on behalf of an organization that has entered into a Master Services Agreement, Order Form, or Addendum with Health Universe, Inc. (collectively, “Executed Agreements”), including any Business Associate Agreement (“BAA”) or TEFCA Subparticipant Terms of Participation (“ToP”), those Executed Agreements govern your organization’s commercial relationship with Health Universe and, in the event of any conflict with these Terms of Use, control in accordance with the order of precedence stated therein. These Terms of Use govern each individual user’s access to and conduct on the Health Universe Platform and apply to all users, including users of organizations with Executed Agreements, to the extent not inconsistent with those Executed Agreements. Nothing in these Terms of Use expands any rights granted, or limits any obligations assumed, under an Executed Agreement. Access to the Health Universe Platform without an Executed Agreement, including a Business Associate Agreement, does not create an Executed Agreement or Business Associate Agreement by implication, course of conduct, or otherwise; see “Data Handling” below for the requirements and process that apply if you intend to submit Protected Health Information.

Eligibility, Accounts & Acceptable Use

Eligibility

The Health Universe Platform, and the information provided through it, is intended for trained healthcare professionals and other authorized users acting within the scope of their professional roles. Certain features, including nationwide record retrieval, are available only to licensed clinicians and other authorized personnel who have completed Health Universe’s identity verification and credentialing requirements, which may include providing a National Provider Identifier (NPI), state license number, and other verification information. If you are an individually licensed clinician (for example, a sole practitioner identified by your own National Provider Identifier) accessing the Health Universe Platform on your own behalf rather than on behalf of an organization with an Executed Agreement, you are treated as the “Customer” for purposes of these Terms of Use with respect to your own access, and the requirements described in “Data Handling” regarding execution of a Business Associate Agreement apply to you individually. If you are an individual user who is not a healthcare provider (for example, a patient or member of the public), see “Data Handling” for how your information is handled.

Accounts

Account credentials are issued to individuals and may not be shared. You are responsible for maintaining the confidentiality of your credentials and for all activity occurring under your account. You will promptly notify Health Universe of any suspected unauthorized access to or use of your account.

Acceptable Use

You will not, and will not permit any third party to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover source code or the underlying structure of the Health Universe Platform; (b) copy, modify, create derivative works of, resell, sublicense, lease, distribute, or otherwise exploit the Health Universe Platform except as expressly permitted under these Terms of Use or an Executed Agreement; (c) remove or obscure proprietary notices; (d) use the Health Universe Platform to build or support a competitive product or service; (e) attempt unauthorized access, scraping, automated extraction, or circumvention of access controls except as expressly approved in writing; (f) attempt to re-identify any de-identified information; (g) use the Health Universe Platform in violation of these Terms of Use, any Executed Agreement, or applicable law; or (h) use the Health Universe Platform in a manner that poses a material security risk, material patient-safety risk, or material threat to platform stability. Health Universe may suspend access if it reasonably believes such circumstances exist, and will provide prompt notice where legally and practically permitted and work in good faith to resolve the issue.

Use of Platform Information — Clinical Responsibility

The information provided by Health Universe applications and software is intended for trained healthcare professionals. The information should be used as a reference to enhance understanding of a healthcare provider’s diagnosis and treatment advice, but it should not be used as a substitute for professional medical advice. It is important to consult a healthcare provider for individual assessment and to consider all factors that may affect treatment decisions. The information provided by Health Universe, or the apps it aggregates, may not be accurate, complete, or up-to-date, so it is important to cross-reference any information, assertions or conclusions, with data from other systems. Nothing in the Health Universe materials should be taken as an endorsement of any product or service. It is important to seek professional advice when making decisions about patient care.

The materials provided may be accessed and used as a reference to aid in understanding a healthcare provider’s diagnosis and treatment advice. However, it is important to bear in mind that individual circumstances may lead to different decisions. It is important to consult a healthcare provider and consider all factors that may affect treatment decisions. The materials should not be used as a substitute for professional medical advice.

You and your organization are solely responsible for all clinical decision-making, patient care, coding, billing, medical record content, regulatory submissions, and other clinical and operational decisions. The Health Universe Platform, including any AI-generated output, summarization, or recommendation, is a tool to support authorized workflows and does not constitute clinical, medical, legal, or regulatory advice. Outputs may contain errors or omissions, and the treating clinician retains sole responsibility for diagnosis and treatment decisions.

User Developments and Third-Party Products

The Health Universe Platform may be used to configure, deploy, or operate AI models, algorithms, integrations, workflows, prompts, applications, and similar materials developed by or for you or your organization (“Customer Developments”), and may interoperate with third-party models, software, integrations, or services (“Third-Party Products”). Health Universe makes no representation or warranty regarding, and does not endorse or validate, the fitness, accuracy, safety, regulatory compliance, or clinical appropriateness of any Customer Development or Third-Party Product, and disclaims responsibility and liability for them and their use. You are responsible for ensuring that Customer Developments comply with applicable law, including applicable FDA, ONC, and HIPAA requirements, and for complying with applicable third-party terms.

TEFCA Data Retrieval

Network Relationship and Conditions of Access

Health Universe, Inc. (“Health Universe”) participates in the Trusted Exchange Framework and Common Agreement (“TEFCA”) network as a Participant of Kno2, a Qualified Health Information Network (“QHIN”) designated under TEFCA. Customers access TEFCA Exchange through Health Universe’s Connectivity Services solely as Subparticipants, and only after executing, and for so long as they remain in compliance with, the Subparticipant Terms of Participation (“ToP”) required under the Common Agreement, together with any applicable Business Associate Agreement and Health Universe onboarding and vetting requirements. The ToP and BAA are Addenda within the meaning of any applicable Executed Agreement and control with respect to the subject matter they expressly address. Capitalized terms used in this Section and not otherwise defined in these Terms of Use have the meanings assigned to them in the Common Agreement, the applicable Standard Operating Procedures (“SOPs”), and the ToP.

Health Universe’s connectivity to the TEFCA network, provided through its QHIN, Kno2, is made available to Customer solely for the Treatment Exchange Purpose as that term is defined under the Common Agreement and the applicable SOPs, including without limitation: (a) pre-visit or point-of-care summarization of a patient’s available medical record; and (b) retrieval of clinical information reasonably necessary to support medical necessity determinations, order validation, and clinical decision-making incident to the ordering, performance, or interpretation of a diagnostic test or other treatment activity. Health Universe does not retrieve, and Customer shall not request or use Health Universe’s TEFCA connectivity to retrieve, data from the network for Payment, Health Care Operations, research, Individual Access Services, or any other non-Treatment Exchange Purpose.

Customer Representations

Customer represents and warrants that each Query submitted through Health Universe’s TEFCA connectivity is made in good faith for a bona fide Treatment activity involving the individual whose information is being requested, and Customer is solely responsible for the accuracy of that representation to the network. Customer further represents and warrants that all use of TEFCA-retrieved information within its organization is limited to authorized users acting within the scope of the Treatment Exchange Purpose and consistent with Customer’s obligations under the ToP, HIPAA, and Applicable Law.

Scope of Health Universe’s Obligations

Health Universe’s obligations with respect to TEFCA-retrieved information are limited to facilitating the underlying Treatment-purpose Query and delivering the responsive clinical data to Customer for that stated purpose, and Health Universe accesses, uses, and retains TEFCA-retrieved information solely as necessary to do so, consistent with the ToP and applicable SOPs. Once information has been retrieved and delivered to Customer in support of a Treatment activity, any subsequent access, use, retention, disclosure, or repurposing of that information by Customer is outside the scope of the Treatment Exchange Purpose for which the data was obtained, is not authorized, endorsed, or reviewed by Health Universe, and is Customer’s sole responsibility to evaluate under applicable law, including HIPAA, the TEFCA Common Agreement, and Customer’s own participation or subparticipant agreements, including the ToP. Health Universe makes no representation regarding, and disclaims all liability for, Customer’s downstream use or retention of TEFCA-retrieved information beyond the original Treatment Exchange Purpose for which it was obtained.

Vetting, Audit, and Suspension

Health Universe maintains purpose-of-use tagging, audit logging, and Subparticipant vetting consistent with its obligations as a TEFCA Participant. Health Universe may require Customer to attest to the Treatment purpose of any Query, may audit Customer’s use of the Connectivity Services, and may suspend or terminate Customer’s access to TEFCA Exchange, without liability, where Health Universe reasonably suspects that Customer has requested or used TEFCA-retrieved information for a non-Treatment purpose or otherwise in violation of the ToP, the Common Agreement, or Applicable Law.

No Liability for Non-Treatment Use

Health Universe is not liable for, and Customer assumes sole responsibility for, any access, use, retention, disclosure, or other processing of TEFCA-retrieved information outside the Treatment-vetted purposes approved under TEFCA and set forth in Customer’s executed ToP. Any such use is a material breach of these Terms of Use and of the ToP, and Customer shall be solely responsible for all consequences of such use, including any claims, penalties, corrective action plans, or network sanctions arising therefrom.

Data Handling

Health Universe’s collection, use, and disclosure of information through the Health Universe Platform is described in the Health Universe Privacy Policy, and, for PHI, is governed by the applicable BAA and, for TEFCA-retrieved information, the ToP. You will not submit PHI or other regulated personal data to the Health Universe Platform unless expressly permitted under an Executed Agreement and the required BAA or other applicable Addendum has been executed. Except as described below for individual users acting in a personal capacity, if you access or use the Health Universe Platform without an Executed Agreement and an executed Business Associate Agreement, you represent and warrant that you will not submit, and will not permit any Protected Health Information or other regulated personal health data to be submitted, to the Health Universe Platform. Any submission of such information in violation of this restriction is a material breach of these Terms of Use and may result in immediate suspension or termination of your access and deletion of the submitted information. Health Universe’s acceptance of, or failure to detect, such a submission does not create a Business Associate Agreement or business associate relationship by implication, and does not waive, limit, or excuse either party’s independent obligations under HIPAA or other applicable law. If you are an individual clinician or an organization that wishes to submit Protected Health Information to the Health Universe Platform, contact us at support@healthuniverse.com before doing so to execute a Business Associate Agreement. If you are an individual user who is not submitting information in a healthcare-provider capacity, any personal information you submit is handled in accordance with the Health Universe Privacy Policy rather than as Protected Health Information, and you represent that any health information you submit is either a) your own, and you acknowledge it will be handled as described in the Health Universe Privacy Policy; b) submitted with the express permission of the individual to whom the information relates, which permission you are responsible for obtaining; or c) submitted while acting through a covered entity that has executed a Business Associate Agreement with Health Universe.

The Health Universe Platform is not a system of record and is not a medical-records custodian or designated record set for any patient. Customers and users are responsible for documenting retrieved information into their own electronic health record or other system of record where required. Health Universe may purge TEFCA-retrieved information and other transient clinical data when no longer needed to provide the services, in accordance with its data retention practices, the applicable Addendum, and applicable law, and has no obligation to preserve or reproduce such information except as expressly stated in an Executed Agreement.

Intellectual Property — Feedback

Health Universe and its licensors retain all right, title, and interest in and to the Health Universe Platform, related software, documentation, configurations, prompts, agents, templates, workflows, tools, reports, know-how, and all improvements and derivative works of the foregoing (“Health Universe IP”). Subject to these Terms of Use and any applicable Executed Agreement, you are granted a limited, non-exclusive, non-transferable right to access and use the Health Universe Platform only to the extent and for the purposes expressly stated. No rights are granted by implication, estoppel, or otherwise. If you provide suggestions, ideas, comments, or feedback regarding the Health Universe Platform, you grant Health Universe a perpetual, irrevocable, worldwide, non-exclusive, royalty-free license to use, reproduce, modify, and incorporate that feedback into its products and services, without payment obligation.

Indemnification

To the extent not governed by an Executed Agreement, you and, where applicable, the organization on whose behalf you use the Health Universe Platform will defend Health Universe against any third-party claim, demand, suit, or proceeding arising from or alleging: (a) data or other materials provided by or on behalf of you or your organization; (b) breach of these Terms of Use or applicable law; (c) unlawful, unauthorized, or unpermitted collection, use, disclosure, transmission, or other handling of Customer Data, PHI, or other regulated personal data, including any use of TEFCA-retrieved information outside the Treatment Exchange Purpose; or (d) any Customer Development; and will pay damages finally awarded, civil fines or penalties finally imposed to the extent legally permissible, and amounts agreed in settlement, in each case arising from such claim. For organizations with an Executed Agreement, the indemnification provisions of that agreement govern.

No Warranty — Limitation of Liability

For organizations with an Executed Agreement, the limitation-of-liability provisions of that agreement, including its aggregate liability cap and exclusions, govern claims arising under or relating to that agreement in accordance with its order of precedence.

Suspension; Termination

Health Universe may suspend or terminate your access to the Health Universe Platform, in whole or in part, for breach of these Terms of Use, for the reasons stated in the Acceptable Use and TEFCA sections above, or where required by applicable law or network policy. For organizations with an Executed Agreement, suspension and termination of the underlying subscription are governed by that agreement. Provisions that by their nature should survive termination — including intellectual property, confidentiality obligations, disclaimers, indemnification, and limitations of liability — survive.

Governing Law

These Terms of Use, and any dispute arising out of or relating to them, are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules, and the state and federal courts located in Delaware will have exclusive jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Changes to These Terms

Health Universe may update these Terms of Use from time to time by posting a revised version with an updated “Last updated” date. Continued use of the Health Universe Platform after the revised version becomes effective constitutes acceptance of the revised terms. If any provision of these Terms of Use is held unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain in effect. Failure to enforce a right is not a waiver. You may not assign these Terms of Use without Health Universe’s prior written consent. These Terms of Use, together with the Privacy Policy and any applicable Executed Agreements, constitute the entire agreement regarding your use of the Health Universe Platform. If you have questions about these terms, please contact us.