Terms of Service

Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Aliva Health, Inc. ("Aliva," "we," "our," or "us") governing your access to and use of the Aliva clinical intelligence platform, website, and related services (collectively, the "Services").

By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are using the Services on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms.

If you do not agree to these Terms, you must not access or use the Services.

Description of Services

Aliva provides an AI-powered clinical intelligence platform designed to assist healthcare professionals with clinical decision support. Our Services include:

• Real-time patient data analysis and insights
• Drug interaction detection and alerts
• Clinical decision support tools
• EHR integration capabilities
• Patient timeline and summary features
• Natural language querying of patient records

Eligibility

To use our Services, you must:

• Be at least 18 years of age
• Be a licensed healthcare professional or authorized representative of a healthcare organization
• Have the legal capacity to enter into binding agreements
• Not be prohibited from using the Services under applicable laws

We reserve the right to verify your credentials and may request proof of licensure or authorization at any time.

Account Registration

Account Creation

To access certain features of the Services, you must create an account. You agree to:

• Provide accurate, current, and complete registration information
• Maintain and promptly update your account information
• Keep your password secure and confidential
• Notify us immediately of any unauthorized access to your account
• Accept responsibility for all activities that occur under your account

Account Security

You are responsible for maintaining the confidentiality of your account credentials. We recommend:

• Using a strong, unique password
• Enabling multi-factor authentication
• Logging out after each session on shared devices
• Never sharing your login credentials

Acceptable Use Policy

You agree to use the Services only for lawful purposes and in accordance with these Terms. You agree NOT to:

• Use the Services for any illegal purpose or in violation of any laws
• Access or use the Services to build a competitive product or service
• Attempt to gain unauthorized access to any part of the Services
• Interfere with or disrupt the integrity or performance of the Services
• Reverse engineer, decompile, or disassemble any aspect of the Services
• Use automated means to access the Services without our express permission
• Share your account credentials with unauthorized individuals
• Use the Services to transmit any malicious code or harmful content
• Violate the privacy or rights of any third party
• Misrepresent your identity or professional credentials

HIPAA & Healthcare Data

Business Associate Agreement

If you are a Covered Entity or Business Associate under HIPAA, you must enter into a Business Associate Agreement (BAA) with Aliva before using the Services to process Protected Health Information (PHI). The BAA governs our respective obligations regarding PHI.

Your Responsibilities

As a user of the Services, you are responsible for:

• Ensuring you have appropriate authorization to access and use patient data
• Complying with all applicable healthcare regulations and privacy laws
• Obtaining necessary patient consents where required
• Implementing appropriate access controls within your organization
• Reporting any suspected breaches or security incidents to us promptly

Our Commitments

Aliva maintains comprehensive security and compliance measures, including:

• HIPAA-compliant infrastructure and processes
• SOC 2 Type II certification
• Encryption of data at rest and in transit
• Regular security audits and penetration testing
• Incident response and breach notification procedures

Intellectual Property

Our Rights

The Services and all content, features, and functionality thereof, including but not limited to software, algorithms, text, graphics, logos, and trademarks, are owned by Aliva or our licensors and are protected by intellectual property laws.

License Grant

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes during the subscription term.

Your Content

You retain ownership of any content you submit to the Services. By submitting content, you grant us a license to use, process, and display that content as necessary to provide the Services.

Feedback

If you provide feedback, suggestions, or ideas about the Services, we may use that feedback without any obligation to you.

Payment Terms

Fees

You agree to pay all fees associated with your subscription plan as described on our pricing page or in your order form. Fees are exclusive of taxes unless otherwise stated.

Billing

• Subscription fees are billed in advance on a monthly or annual basis
• All fees are non-refundable except as expressly provided in these Terms
• We may change our fees upon 30 days' notice before your next renewal

Payment Methods

We accept major credit cards, ACH bank transfers, and wire transfers for enterprise accounts. You authorize us to charge your payment method for all fees when due.

Late Payments

If payment is not received when due, we may:

• Charge interest at 1.5% per month on overdue amounts
• Suspend or terminate your access to the Services
• Pursue collection through appropriate means

Termination

Termination by You

You may cancel your subscription at any time through your account settings or by contacting us. Cancellation will take effect at the end of your current billing period.

Termination by Us

We may suspend or terminate your access to the Services immediately if:

• You breach these Terms
• You fail to pay fees when due
• We are required to do so by law
• We reasonably believe your use poses a security risk

Effect of Termination

Upon termination:

• Your right to access the Services will immediately cease
• You must pay any outstanding fees
• We will delete your data in accordance with our data retention policy
• Provisions that should survive termination will remain in effect

Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.

We disclaim all warranties, including but not limited to:

• Merchantability and fitness for a particular purpose
• Accuracy, completeness, or reliability of any content
• Non-infringement of third-party rights
• Uninterrupted or error-free operation

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• ALIVA SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• ALIVA'S TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM
• THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.

Indemnification

You agree to indemnify, defend, and hold harmless Aliva and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses arising from:

• Your use of the Services
• Your violation of these Terms
• Your violation of any rights of a third party
• Your violation of applicable laws or regulations
• Any content you submit through the Services

Governing Law & Dispute Resolution

Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions.

Dispute Resolution

Any dispute arising from these Terms shall be resolved as follows:

• Informal Resolution: We will first attempt to resolve any dispute informally by contacting each other.
• Arbitration: If informal resolution fails, disputes shall be resolved through binding arbitration administered by JAMS in San Francisco, California.
• Class Action Waiver: You agree to resolve disputes on an individual basis and waive any right to participate in class actions.

Exceptions

Either party may seek injunctive relief in court for intellectual property infringement or unauthorized access to the Services.

Changes to Terms

We may modify these Terms at any time. When we make material changes, we will:

• Post the updated Terms on our website
• Update the "Last updated" date
• Notify you by email at least 30 days before changes take effect

Your continued use of the Services after changes take effect constitutes acceptance of the modified Terms. If you do not agree to the changes, you must stop using the Services.

Contact Information

If you have questions about these Terms, please contact us:

For urgent legal matters, please contact legal@aliva.health with "URGENT" in the subject line.