Standard Terms & Conditions
Introduction
These Standard Terms govern your access to and use of the Steadywell platform and the Services. These Standard Terms are by and between Steadywell, Inc. (“Steadywell”) and your organization or other legal entity (“you"or “your”) on whose behalf you are entering into these Standard Terms pursuant to an Order. Steadywell and you may be referred to herein collectively as the "Parties" or individually as a "Party." Capitalized terms not otherwise defined herein are defined in Section 15 (Definitions).
Background: The Platform enables an AI assistant to proactively call Participants between office visits, listen to Participant responses, identify emerging needs, document care preferences through advance care planning, and escalate relevant changes to your care team, among other things. The Platform may place and receive voice calls and as enabled under an applicable Order, support text, email, and other Participant communications.
1. Right to Access and Use of the Platform
Subject to your payment of applicable Fees and compliance with these Standard Terms and the applicable Order, Steadywell grants to you and your Authorized Users a non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Platform for your internal business purposes. All rights not expressly granted to you are reserved by Steadywell.
2. Usage Restrictions
In addition to anyother limitations set forth in these Standard Terms and any Order, you agree not to: (i) copy, download, modify, or translate any software or database hosted as part of the Platform in any manner not authorized by these Standard Terms; (ii) reverse engineer, decompile, or disassemble any software or database hosted as part of the Platform or otherwise attempt to discover the underlying source code of the Platform; (iii) tamper with, bypass, or alter the security features of the Platform or any hosted infrastructure; (iv) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, orotherwise provide access to or use of the Platform or any feature or functionality of the Platform to any person or entity other than your Authorized Users; (v) use the Platform in violation of any applicable law, regulation, or rule; or (vi) use the Platform or its contents for purposes of competitive analysis or the development of a competing product or service. You agree to promptly notify Steadywell if you become aware of or suspect any unauthorized access to or use of the Platform.
3. Obligations: Data
3.1 Your Obligations. Only Authorized Users may use the Platform, solely for your internal business purposes. All use of the Platform by your Authorized Users must comply with these Standard Terms. Each Authorized User will be granted access to the Platform through individual Access Credentials. You will ensure that Access Credentials are not shared. You will promptly notify Steadywell if any Authorized User’s username or password has been or is suspected of being lost, stolen, or compromised. You are solely responsible for all activity that occurs in connection with your Access Credentials or your Authorized Users’ Access Credentials. You must maintain all hardware, software, and network connectivity needed to connect to the Platform.
3.2 Your Data. Youcknowledge and agree that Steadywell may use Your Data only to the extentnecessary to provide the Services, as otherwise expressly permitted by theseStandard Terms, or to create and use De-Identified Data in accordance withSection 8 (Intellectual Property Rights). By submitting or transmitting YourData to the Platform, you represent and warrant that you own or have allnecessary rights and permissions in and to Your Data to permit Steadywell touse it in accordance with these Standard Terms and the BAA without violatingany third party’s rights. You will promptly notify Steadywell of any materialinaccuracies or changes in Your Data of which you become aware. Steadywell isnot responsible for any errors, omissions, or adverse outcomes arising frominaccurate, incomplete, or outdated data provided by you or your AuthorizedUsers.
3.3 HIPAA Compliance. To the extent Steadywell receives, creates, maintains, or transmits Protected Health Information on behalf of you, the parties will execute a separate Business Associate Agreement (the “BAA”). The BAA is incorporated into these Standard Terms by reference. Steadywell will act as a Business Associate and you will act as the Covered Entity. If there is a conflict between the BAA and these Standard Terms concerning PHI, the BAA will control.
3.4 Participant Communications and Consent. You acknowledge that the Services may place outbound automated voice calls to Participants and, if enabled under an applicable Order, send texts, emails, or other communications to Participants on your behalf. You represent and warrant that you have obtained, documented, and will maintain all consents, authorizations, and permissions required for Steadywell to place calls, send texts, or transmit other communications on your behalf, including consents required under the Telephone Consumer Protection Act (“TCPA”), applicable state telemarketing and call-consent laws, and any other applicable law or regulation. You are responsible for the sufficiency, scope, timing, documentation, and continued validity of those consents and for honoring revocations and opt-out requests. You acknowledge that the Services may record Participant interactions, including voice calls, for quality assurance, compliance, and service-improvement purposes. You represent and warrant that you have obtained, documented, and will maintain all consents required under applicable federal and state wiretapping, eavesdropping, and call-recording laws for Steadywell to record Pyouarticipant interactions on your behalf, including in jurisdictions requiring all-party consent.
3.5 Subprocessors. Steadywell may use third-party subprocessors, including cloud hosting providers, large language model and other model providers, telephony providers, and other vendors, to provide, secure, support, and improve the Services. Steadywell will maintain a current list of subprocessors and make it available to you upon request. Steadywell will ensure that each subprocessor is bound by written obligations no less protective of your Confidential Information and applicable data-protection obligations than those set forth in these Standard Terms, subject to the BAA where applicable.
3.6 Advance Care Planning Compliance. You acknowledge that advance care planning workflows, documents, and conversations facilitated through the Services must conform to applicable state-specific statutes and regulations governing advance directives,healthcare powers of attorney, goals-of-care documentation, and related instruments. Steadywell will use commercially reasonable efforts to configure the Platform in accordance with state-specific ACP requirements identified inthe applicable Order but does not guarantee compliance with any particular state’s ACP statutes. You are solely responsible for (a) confirming that ACP workflows configured on the Platform are appropriate for your Participant population and applicable jurisdiction(s), (b) reviewing all ACP documents generated or pre-populated by the Platform before execution by or on behalf of any Participant, and (c) ensuring the legal sufficiency and enforceability of any advance directive, healthcare power of attorney, or goals-of-care documentunder applicable state law.
3.7 Security Safeguards. Steadywell will implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Your Data from unauthorized access, use, disclosure, alteration, or destruction. Such safeguards will be consistent with industry standards for cloud-based healthcare technology platforms and will include, at a minimum: (a) encryption of data in transit and at rest; (b)access controls, including multi-factor authentication for administrative access; (c) regular vulnerability assessments and penetration testing; (d)audit logging and monitoring of access to Your Data; and (e) employee training on information security and data privacy. Steadywell will periodically review and update its security safeguards to address evolving threats and industry best practices. Upon your reasonable written request, and no more than once per twelve (12)-month period, Steadywell will provide you with a summary of its then-current security practices or, at Steadywell’s option, a copy of a self-assessment or third-party audit report (such as SOC 2) once available.
3.8 Security Incident Notification. Each party will notify the other party in writing within 72 hours after discovering a security incident that compromises, or is reasonably likely to compromise, the confidentiality, integrity, or availability of the other party’s Confidential Information or Your Data. The notification will include,to the extent known at the time, a description of the nature of the incident,the data affected, the measures taken or proposed to mitigate the incident, anda point of contact for further information. This Section is in addition to, and does not limit, any breach notification obligations under the BAA or applicable law. Each party will cooperate reasonably with the other party in investigating and mitigating the incident.
3.9 Escalation Thresholds. The Platform ships with default escalation thresholds described in the Documentation (for example, a pain rating on a 1-10 scale at or above which theParticipant is escalated). By accepting these Standard Terms, you accept the default Escalation Thresholds. You may adjust the escalation thresholds in the Platform; raising or lowering sensitivity will cause more or fewer Participants, respectively, to be escalated. All Participant responses and conversations are documented and recorded and available for your review. Steadywell recommends that you establish a regular review cycle to evaluate and adjust the escalation thresholds. You are solely responsible for selecting, reviewing, and maintaining the escalation thresholds and for any failure to escalate or over-escalation resulting from thresholds you set or accepted. Steadywell is not responsible for outcomes resulting from your configuration of the escalation thresholds, provided that the Platform functions materially inaccordance with the Documentation.
3.10 AI Disclosure. You determine whether the AI agent discloses that it is an AI assistant. You represent and warrant that your configuration and use of the Services comply with all applicable laws governing the disclosure of AI, automated or artificial voices, and bots in communications, including the Telephone Consumer Protection Act’s rules governing artificial or prerecorded voice and applicable state laws governing AI and bot disclosure and healthcare AI communications. Steadywell recommends that the AI agent disclose that it is an AI assistant.
4. Ancillary Services
4.1 Professional Services. Steadywell may agree to provide you with the Professional Services set forth in an Order, subject to these Standard Terms. You may not publish any Deliverable or provide any Deliverable to any third party other than your employees, contractors, and advisors, except as specifically permitted in an Order.
4.2 Free Services. Steadywell may make Services available to you free of charge, on a trial basis, and/or for use at your own risk (collectively, “Free Services”). Not withstanding any other provision of these Standard Terms, you acknowledge and agree that: (i) Free Services are made available without any support, maintenance, warranty, commitment to availability, security, accuracy, or other related obligation of any kind under these Standard Terms, unless otherwise required by applicable law; (ii) Free Services may not include or allow access to all features and functionality available to paying customers; (iii)Steadywell may terminate your use of Free Services at any time, unless otherwise specified in writing, and Steadywell will not be liable for such termination; and (iv) data, information, and content submitted to Free Services may be permanently lost, and Steadywell will not be liable for that loss.
4.3 Additional Terms. Additional Terms may apply to specific products, Services, or features made available by Steadywell on or through the Services. Additional Terms, as applicable, are incorporated by reference into these Standard Terms. In the event of a conflict between any Additional Terms and these Standard Terms, the Additional Terms will prevail.
5. Fees; Payment; Taxes
5.1 Fees. Fees for the Services are payable as set forth in the applicable Order (“Fees”). Unless otherwise agreed in your Order, Fees for the Platform must be prepaid and will be invoiced in advance, and Fees for Professional Services will be invoiced monthly in arrears on a time-and-materials basis. Steadywell may increase the Fees for any Renewal Term by providing you with notice of the increase at least forty-five (45) days before the commencement of that Renewal Term. Unless otherwise stated in your Order, Fees are non-refundable and non-cancellable.
5.2 Invoices. Invoices are due within thirty (30) days after receipt of the applicable invoice. If you dispute any charges, you must provide written notice to Steadywell within thirty (30) days after the invoice date, together with a detailed explanation of the dispute. Steadywell may suspend access to the Platform, suspend Professional Services, and/or terminate these Standard Terms for your non-payment, as set forth in Section 6. You will pay a late fee equal to one-and-one-half percent (1.5%) per month, or the maximum amount allowed by law if less, on all past-due amounts. You are also liable for all costs of collection incurred by Steadywell for past-due amounts, including, without limitation, collection agency fees, reasonable attorneys’ fees, and court costs.
5.3 Taxes and Other Charges. All amounts payable by you exclude applicable taxes and duties, including VAT and applicable sales tax. You are responsible for and shall pay all such taxes and shall indemnify Steadywell against any liability for them; provided, however, that you will not be responsible for any state or federal income taxes imposed on Steadywell’s income. If you are legally entitled to an exemption from any sales, use, or similar transaction tax, you are responsible for providing Steadywell with legally sufficient tax exemption certificates for each taxing jurisdiction. If any deduction or withholding is required by law, you will notify Steadywell and pay Steadywell any additional amounts necessary to ensure that, after any deduction or withholding, the net amount received by Steadywell equals the amount Steadywell would have received if no deduction or withholding had been required.
6. Term; Termination; Suspension
6.1 Term. The initial term will begin on the effective date of your Order and continue for the duration specified in the Order (the “Initial Term”). Thereafter, the Order will automatically renew for the same period as the immediately preceding term unless either party gives the other party written notice of its intent not to renew at least thirty (30) days before expiration of the then-current term. Each renewal period is a “Renewal Term,” and the Initial Term and all Renewal Terms collectively constitute the “Term.” If the length of the Initial Term is not specified in the Order, the Initial Term will be one (1) year from the effective date of the Order.
6.2Termination for Breach. Either party may terminate an Order or these Standard Terms upon written notice to the other party if the other party materially breaches an Order or these Standard Terms and either: (a) the breach is incapable of cure; or (b) if the breach is capable of cure, it remains uncured for thirty (30) days after the non-breaching party gives the breaching party written notice of the breach.
6.3 Termination or Suspension by Steadywell. Steadywell may, at its option, terminate these Standard Terms for cause or suspend access to the Platform or Professional Services if: (i) Steadywell reasonably believes that the Platform is being used in violation of applicable law or these Standard Terms; (ii) your use of the Platform interferes with the normal operation of the Platform or another customer’s use of it; (iii) the Platform is attacked, any of your servers is attacked, accessed, or manipulated by a third party without your consent, or another event occurs that Steadywell reasonably believes requires suspension of the Platform to protect Steadywell’s network or other customers; (iv) any invoiced amount is overdue and you fail to pay it within ten (10) daysafter Steadywell’s written notice; (v) you breach any obligation relating to Steadywell’s or its suppliers’ intellectual property rights; or (vi) you become bankrupt or insolvent, have a receiver appointed over any portion of your business, liquidate, cease doing business,or make a general assignment for the benefit of creditors. Steadywell will provide advance notice of any pending suspension or termination unless Steadywell determines, in its reasonable commercial judgment, that immediate suspension or termination is necessary to protect Steadywell, its customers, or others.
6.4 Effect of Termination. Upon termination of these Standard Terms: (i) you will cease using the Services; and (ii) each party will return or destroy all Confidential Information in accordance with Section 7. Termination of these Standard Terms will not relieve either party of any accrued payment obligations.
7. Confidentiality
Each party, as a recipient (the “Recipient”), agrees to use the Confidential Information of the disclosing party (the “Discloser”) solely to perform its obligations or exercise its rights under these Standard Terms. Recipientwill not disclose Discloser’s Confidential Information to any third party other than its Authorized Recipients. Recipient will protect Discloser’s Confidential Information from unauthorized use or disclosure using at least the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than commercially reasonable care. The obligations in this Section 7 will survive until three (3) years after the expiration or termination of these Standard Terms, except that trade secret information will be protected for the period required by applicable law. Except as otherwise provided in these Standard Terms,each party will use commercially reasonable efforts to return or destroy all Confidential Information in accordance with this Section 7; provided, however, that Confidential Information may remain on a party’s systems if (i)immediate deletion is not possible because of technical limitations, such as backup systems; or (ii) immediate deletion would restrict a party’s ability to investigate violations of these Standard Terms or illegal activity or to complywith applicable law or a request from a law enforcement or judicial authority. Any retained Confidential Information will remain subject to this Section 7.
8. Intellectual Property Rights
The Platform is owned by Steadywell and its licensors and is protected by applicable intellectual property laws and regulations, including U.S. and international copyright laws. As between the parties, Steadywell retains all right, title, and interest in and to the Services and any derivative works created or developed, in whole or in part, based on access to or use of the Services. Nothing in these Standard Terms transfers or conveys to you any rights in the Services or any software hosted as part of the Platform. Similarly, you retain all right, title, and interest in and to Your Data. To the extent you provide Steadywell with any feedback, best practices, templates, systems, ideas, or technical improvement suggestions concerning the Services (“Feedback”), you acknowledgeand agree that Steadywell owns all such Feedback and may use and incorporate itinto the Services without compensation or attribution to you. Steadywell may monitor your use of the Platform and collect and compile Usage Data. As between Steadywell and you, Steadywell owns and retains all right, title, and interest in and to the Usage Data, De-Identified Data, and all intellectual property rights therein. Steadywell may compile Usage Data based on Your Data input to the Platform. Steadywell may de-identify Your Data in accordance with the HIPAA Safe Harbor method or the Expert Determination method, in each case as described in applicable HIPAA regulations. Once properly de-identified, the resulting data is no longer PHI or Your Data and constitutes De-IdentifiedData. You grant Steadywell a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, distribute, display, perform, and create derivative works from De-Identified Data for purposes of providing, improving, and maintaining the Platform, developing new features and products, conducting research, and building analytical models. This license survives expiration or termination of these Standard Terms with respect to data that was de-identified before expiration or termination. Steadywell may use and store Your Data processed by the AI Services to provide, maintain, develop, and improve the AI Services, provided that any such use and storage is subject to the confidentiality obligations in Section 7 (Confidentiality), the BAA where applicable, and applicable law.
9. Representations and Warranties; Disclaimers; Reliance on Information
9.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STEADYWELL DISCLAIMS ALL WARRANTIES, EXPRESS,IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, RELIABILITY OR AVAILABILITY, ACCURACY OR COMPLETENESS, WORKMANLIKE EFFORT, LACK OF VIRUSES, AND LACK OF NEGLIGENCE. STEADYWELL DOES NOT REPRESENT THAT THE SERVICES WILL BE COMPLETELY SECURE, THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF OR ACCESS TO THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. STEADYWELL MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR OR YOUR AUTHORIZED USERS’ REQUIREMENTS OR EXPECTATIONS OR (II)YOU OR YOUR AUTHORIZED USERS WILL OBTAIN ANY SPECIFIC RESULTS OR PERFORMANCE.
9.2. Artificial Intelligence. Artificial intelligence and machine learning are rapidly evolving fields of study. The Services utilize artificial intelligence, machine learning, and natural language processing technologies, including large language models provided bythird-party vendors. AI outputs are probabilistic and may contain errors,inaccuracies, or omissions and are not guaranteed to be complete, correct, or up to date. You and your Authorized Users must independently verify all AI-generated outputs before relying on them or taking action. Steadywell does not warrant that the AI Services will produce accurate, complete, or reliable results in every instance.
9.3. Medical Care; Clinical Responsibility.THE SERVICES ARE NOT MEDICAL CARE. Steadywell does not provide medical advice, diagnosis, treatment, or prescriptions and does not exercise independent clinical judgment. The Services are informational and administrative tools designed to support, and not replace, the professional judgment of licensed healthcare providers. You, as the Covered Entity, retain sole responsibility for all clinical decisions, patient care, and medical treatment decisions. You acknowledge that interactions between the AI voice agent and Participants do not constitute a provider-patient relationship between Steadywell and any Participant. Steadywell’s role is limited to providing technology and tools viat the Platform, and your licensed healthcare professionals remain solely responsible for patient care. Any escalation of information by the Platform to your care team does not constitute medical advice from Steadywell.
9.4. Not for Emergencies. THE SERVICES ARE NOT INTENDED FOR MEDICAL EMERGENCIES OR URGENT SITUATIONS AND DO NOT MONITOR PARTICIPANTS IN REAL TIME. YOU WILL INFORM PARTICIPANTS THAT THE SERVICES ARE NOT AN EMERGENCY SERVICE AND THAT, IN AN EMERGENCY, THEY SHOULD CALL 9-1-1. THE AI AGENT IS CONFIGURED TO INSTRUCT PARTICIPANTS WHO REPORT AN EMERGENCY TO CALL9-1-1. PARTICIPANTS SHOULD NOT DISREGARD OR DELAY SEEKING MEDICAL ADVICE BASED ON THE SERVICES AND SHOULD ALWAYS SEEK THE ADVICE OF A PHYSICIAN OR OTHER QUALIFIED HEALTHCARE PROVIDER BEFORE MODIFYING ANY TREATMENT OR MEDICATION.
10. LIMITED LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST BUSINESS, OR LOST CONTENT, RELATING TO THE SERVICES OR THE PROVISION OR FAILURE TO PROVIDE THE SERVICES OR SUPPORT FOR THE SERVICES. EACH PARTY’S TOTAL AGGREGATE LIABILITY FOR ANY DAMAGES OR CLAIMS ARISING UNDER THESE STANDARD TERMS OR RELATED TO THE SERVICES SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY YOU FOR THE SERVICES UNDER THE APPLICABLE ORDER DURING THE TWELVE (12)-MONTH PERIOD BEFORE THE CLAIM AROSE (THE “GENERAL CAP”). THE FOREGOING LIMITATIONS AND DISCLAIMERS APPLY TO DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY (WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE), EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOT WITHSTANDING THE GENERAL CAP, A PARTY’S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO(A) A BREACH OF SECTION 7 (CONFIDENTIALITY), (B) A BREACH OF THE BAA, OR (C) YOUR OBLIGATIONS UNDER SECTION 3.4 (PARTICIPANT COMMUNICATIONS AND CONSENT) OR SECTION 3.10 (AI DISCLOSURE), SHALL NOT EXCEED THE GREATER OF (I) TWO TIMES(2X) THE TOTAL FEES PAID OR PAYABLE UNDER THE APPLICABLE ORDER DURING THET WELVE (12)-MONTH PERIOD PRECEDING THE CLAIM AND (II) $1,000,000 (THE “DATACLAIMS CAP”).
11. Indemnification
11.1 By Steadywell. Steadywell will indemnify, defend, and hold you and your Authorized Users harmless from any losses, damages, expenses, or liabilities arising from claims that your use of the Services infringes or misappropriates a third party’s intellectual property rights; provided that Steadywell will not be required to indemnify you to the extent that the claim was caused by Your Data, your use of the Services in violation of these Standard Terms, or your unauthorized modifications to or combinations of the Services with other technologies or services without Steadywell’s written consent. If Steadywell is obligated to indemnify you under this Section 11 or reasonably believes that it may have liability under this Section 11, Steadywell may, in addition to its other obligations under these Standard Terms: (i) obtain for you the right to continue using the Services on a non-infringing basis; or (ii) modify the Services so that they are no longer infringing but have equivalent or better functionality, performance, and interoperability. If neither option is commercially feasible, Steadywell may discontinue providing the Services; provided that it will issue you a pro-rata refund or credit for the unused portion of any prepaid Fees for the Services.
11.2 By You. You will indemnify, defend, and hold Steadywell harmless from any losses, damages, expenses, or liabilities arising from your use of the Services or your Authorized Users’ use of the Services, including, without limitation, any violation of these Standard Terms, any misappropriation or infringement of intellectual property rights, or any other claims arising from Your Data, including: (a) your failure to obtain, document, maintain, or honor required Participant consents or authorizations for calls, texts, or other communications, including under the TCPA or applicable state law; (b) any clinical decision, patient care, medical treatment decision, or advice made or provided by you or your healthcare professionals; and (c) any claim arising from your role as the Covered Entity, including your acts or omissions in handling PHI or Participant Data.
11.3 Process. A party seeking indemnity (the “indemnified party”) must give the indemnifying party prompt written notice of any claim for indemnification under this Section 11; provided that the failure or delay to do so will not excuse the indemnifying party from its indemnification obligations except tothe extent that its ability to defend the claim is materially prejudiced by the failure or delay. The indemnifying party will thereafter have the sole right to control the investigation, defense, and settlement of the claim at its sole cost and expense; provided that any settlement unconditionally releases the indemnified party from all liability, does not make any admission on behalf of the indemnified party, and does not require the indemnified party to make any payment. The indemnified party may retain counsel to represent it on a non-controlling basis at its own cost and expense. The indemnified party will reasonably cooperate with the indemnifying party in the investigation, trial, and defense of the claim and any appeal arising from it at the indemnifying party’s expense.
12. Third-Party Products
Steadywell may from time to time make Third-Party Products available to you. For purposes of these Standard Terms, Third-Party Products are subject to their own terms and conditions and any applicable flow-through provisions. If you do not agree to abide by the applicable terms for any Third-Party Products, you should not install or use those Third-Party Products. Third-Party Products are not Services, and, as between the parties, Steadywell has no liability with respect to your procurement or use of Third-Party Products.
13. Export Control
You will comply with all applicable export control and economic sanctions laws and regulations inconnection with your access to and use of the Platform, Documentation, and Services. You will not access, use, export, re-export, transfer, or otherwisemake available the Platform, Documentation, Services, or any related technical data in violation of applicable law or to any person, entity, or jurisdiction prohibited by applicable law. You are responsible for obtaining any authorization required for your activities under applicable export control oreconomic sanctions laws.
14. Miscellaneous
14.1 Notice. Except as otherwise provided herein, notices under these Standard Terms from you to Steadywell will be deemed sufficiently given (a) when delivered personally or by overnight express or nationally recognized courier service,effective upon receipt, or (b) three (3) business days after mailing by certified or registered mail, postage prepaid. You consent to receive from Steadywell all communications, including notices, agreements, legally required disclosures, and other information in connection with the Services, electronically at the email address you provided to Steadywell.
14.2 Entire Agreement. The Order, together with these Standard Terms, the BAA, and any other terms and conditions incorporated into these Standard Terms by reference, constitutes the complete agreement between Steadywell and you regarding the Services and supersedes all previous communications between the parties relating to the subject matter hereof.
14.3 Assignment. You may not assign these Standard Terms or the rights granted hereunder without Steadywell’s prior written consent, and any attempted assignment without that consent is void. Steadywell may assign these Standard Terms or any rights or obligations hereunder without your consent in connection with a merger, acquisition, change of control, or sale or transfer of all or substantially all of Steadywell’s assets or the business to which these Standard Terms relate.
14.4 Governing Law; Jurisdiction. These Standard Terms will be governed by the laws of the State of Ohio, without reference to its conflict-of-laws principles or your state or country of residence. Each party consents to the exclusive personal jurisdiction and venue of the federal and state courts located in Cuyahoga County, State of Ohio, and waives any objection based on inconvenient forum. You agree that any claim arising out of or relating to these Standard Terms must be brought within one (1) year after the date it first accrued. If either party institutes or commences any action, suit, or legal or administrative proceeding against the other arising out of or relating to these Standard Terms, the prevailing party will be entitled to recover its reasonable attorneys' fees and court costs from the non-prevailing party.
14.5 Equitable Relief. Each party acknowledges that a breach of Section 7 (Confidentiality) or Section 8 (Intellectual Property Rights) may cause the non-breaching party irreparable harm for which monetary damages would be inadequate, and agrees that, in the event of any such breach or threatened breach, the non-breaching party will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance, and any other relief available from any court, in addition to any other remedy available at law or in equity. Such remedies are not exclusive and are in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in these Standard Terms.
14.6 General Terms. Except for payment obligations, neither party will be responsible for any delayor failure in performance to the extent caused by circumstances beyond its reasonable control. If any part of these Standard Terms is found unenforceable by a court of competent jurisdiction, the provision will be ineffective to the extent of the court’s ruling, and the remainder of these Standard Terms will remain in full force and effect. A party’s failure to enforce any rights hereunder, regardless of the length of time such failure continues, will not constitute a waiver of those or any other rights. A party’s waiver of any breach of any provision of these Standard Terms will not operate or be construed as a waiver of any subsequent breach. The parties' relationship is that of independent contractors. Neither party is an agent for the other, andneither party has the right to bind the other to any agreement with a third party. The captions used in these Standard Terms are for convenience only and are not binding.
14.7 Promotional Activities. If you are signing on behalf of an entity, you agree that Steadywell may use your name and logo to identify you as a customer of Steadywell on Steadywell’s website and in a general list of Steadywell’s customers for use in Steadywell’s corporate, promotional, and marketing materials. You agree that Steadywell may issue a press release identifying you as a customer and describing the nature of the Services to be provided. The content of any press release using your name will be subject to your prior approval, which will not be unreasonably withheld. Steadywell’s use of your name and logo does not create any ownership rights therein, and all rights not granted to Steadywell are reserved by you.
14.8 Survival. The following provisions will survive expiration or termination of these Standard Terms: Section 3.2 (Your Data), Section 3.3 (HIPAA Compliance), Section 5 (Fees;Payment; Taxes) (with respect to accrued obligations), Section 7(Confidentiality), Section 8 (Intellectual Property Rights), Section 9(Representations and Warranties; Disclaimers; Reliance on Information), Section10 (Limited Liability), Section 11 (Indemnification), Section 14.4 (Governing Law; Jurisdiction), Section 14.5 (Equitable Relief), Section 15 (Definitions),and any other provision that by its nature is intended to survive.
15. Definitions
Terms not otherwise defined herein have the following meanings:
“Access Credentials”means the user identification name, password, and/or other access keys or controls used to access the Platform.
“Additional Terms”means additional terms and conditions that apply to specific products,Services, or features made available by Steadywell on or through the Services.
“AI Services”means the artificial intelligence, machine learning, natural language processing, large language model, and related technologies and tools made available as part of the Services.
“Authorized Recipients” means a party’s officers, employees, agents, and consultants, and those of its affiliates, who require access to Confidential Information for the purposes setforth in these Standard Terms and who are bound by confidentiality obligations at least as stringent as those set forth herein.
“Authorized Users” means your employees, contractors, clinicians, care coordination personnel, agents, and other personnel of your healthcare organization, including a health system, clinical organization, accountable care organization, insurer, or other risk-bearing entity, that you authorize to use the Platform solely on your behalf, in each case subject to these Standard Terms. No other third parties may use the Platform without Steadywell’s priorwritten consent.
“BAA” means the separate business associate agreement executed by the parties governing Steadywell’s receipt, creation, maintenance, or transmission of PHI on behalf of you.
“Business Associate” means a business associate as defined by HIPAA and its implementing regulations.
“ConfidentialInformation” means any proprietary information, software, personalinformation, data, or know-how of the Discloser disclosed under these StandardTerms that is marked as confidential or that a reasonable person wouldunderstand to be confidential based on the context of the disclosure or thenature of the information. For clarity, the Platformand Documentation are Steadywell’s Confidential Information. ConfidentialInformation does not include information that the Recipient can demonstrate bywritten evidence: (i) was known to the Recipient before disclosure by theDiscloser; (ii) is or becomes publicly available through no breach of theseStandard Terms by the Recipient; (iii) is rightfully received by the Recipientfrom a third party without breach of these Standard Terms; (iv) is approved forrelease by the Discloser’s written consent; (v) is independently developed bythe Recipient without use of the Discloser’s Confidential Information; or (vi)is required to be disclosed pursuant to an order of a court or governmentalauthority of competent jurisdiction, provided that the Discloser has, ifpermitted by law, been given reasonable notice of the order and an opportunityto contest the disclosure, and any such disclosure is limited strictly to theConfidential Information subject to the order.
“Covered Entity” means a covered entity as defined by HIPAA and its implementing regulations.
“De-Identified Data” means data derived from Your Data that has been de-identified in accordance with the HIPAA Safe Harbor method or Expert Determination method and is no longer PHI or Your Data under these Standard Terms.
“Deliverable”means any work product expressly identified as a deliverable in an Order or statement of work for Professional Services.
“Documentation”means user manuals, online help files, technical manuals, and other materials published by Steadywell that describe the Platform and its uses, features, specifications, and/or technical requirements.
“Free Services”means Services made available free of charge, on a trial basis, or for use at your own risk.
“HIPAA” means the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, as amended from time to time.
“Order”means the order form or other ordering document under which you subscribe to orpurchase the Services. The Order includes a description of the specific Services purchased, the associated cost, quantity, and other similar terms.
“Participant” means any patient, member, enrollee, or other individual whom Steadywell contacts or with whom Steadywell interacts through the Services on your behalf.
“Participant Data” means data relating to a Participant, including contact information, clinical and symptom information, care preferences, advance care planning information, and related communications.
“PHI” or “Protected HealthInformation” means protected health information as defined by HIPAA and its implementing regulations.
“Platform” means Steadywell’s AI-powered voice agent platform, including SteadywellOS and the AI assistants, its protocol engine, configurable decision-tree and escalation functionality, and related software, interfaces, Documentation, and features that Steadywell provides to you pursuant to an Order and these Standard Terms.
“ProfessionalServices” means implementation, configuration, integration, training, advisory, engineering, and other professional services relating to the Platform that are specified in an Order or statement of work.
“Services” means the Platform and the Professional Services provided by Steadywell under these Standard Terms and any applicable Order.
“TCPA”means the Telephone Consumer Protection Act of 1991, as amended, and its implementing rules and regulations, together with any successor law governing telephone calls, text messages, or other communications.
“Term” means the Initial Term and each Renewal Term, as described in Section 6.1.
“Third-Party Products” means products provided by third parties, including open-source software and other third-party software, that may be used with or incorporated into the Platform.
“Usage Data” means data and information relating to your use of the Services that Steadywell collects, uses, or compiles in an aggregated, anonymized, or de-identified form, including to compile statistical and performance information relating to the provision and operation of the Platform. Usage Data may include or be derived from De-Identified Data and will not identify you or your Confidential Information.
“Your Data” meansany data, content, or other information transmitted tothe Platform or Steadywell by or on behalf of you or your Authorized Users,including Participant Data and PHI. Your Data may include clinical and symptominformation, Participant communications, care preferences, and advance careplanning information.
How to Contact Us
Steadywell, Inc.
3000 E. Main Street
Suite B-103
Columbus, Ohio 43209
(614) 233-1319
hello@getsteadywell.com