Terms of Service

CAREFULLY READ THESE TERMS. BY EXECUTING OR ACKNOWLEDGING RECEIPT OF THESE TERMS OF SERVICE ("TERMS"), CLICKING "ACCEPT" OR "AGREE" (OR SIMILAR LANGUAGE) WHEN THESE TERMS ARE MADE AVAILABLE TO YOU, OR ACCESSING AND USING THE PICKUP HEALTH SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND REPRESENT THAT YOU ARE DULY AUTHORIZED TO ACCEPT THESE TERMS ON BEHALF OF YOUR ORGANIZATION. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCEPT, AGREE TO, ACCESS, OR OTHERWISE USE THE PICKUP HEALTH SERVICES.

These Terms govern your access to and use of https://pickuphealth.ai and the PickUp Health Services. These Terms are between PickUp Health, Inc. ("PickUp Health") and the healthcare organization or other legal entity on whose behalf you are entering these Terms ("you" or "your"). PickUp Health and you may be referred to collectively as the "Parties" or individually as a "Party."

If your organization has signed a Client Services Agreement with PickUp Health, that agreement, with its Order Forms, Business Associate Agreement, and schedules, governs the Services and controls over these Terms where they conflict. These Terms then apply to your Authorized Users' access to and use of the Services only to the extent consistent with that agreement.

1. Definitions

Capitalized terms not otherwise defined herein have the following meanings:

• "Access Credentials" means the user identification name and password and/or other access keys or controls for the Services.

• "Affiliates" means any current or future company that controls, is controlled by, or is under common control with a Party, where control means the right to direct the affairs of the company by means of voting control.

• "Applicable Law" means all laws and binding governmental requirements applicable to a Party's activities under these Terms, including HIPAA; the Telephone Consumer Protection Act; laws on calls, texts, call recording, and AI in healthcare communications; and federal healthcare program laws.

• "Authorized Users" means individuals authorized by you to access and use the Services solely on your behalf, which may include employees, temporary employees, and contractors, but no other third parties without PickUp Health's prior written consent.

• "Authorized Recipients" means a Party's and its Affiliates' officers, employees, agents, and consultants who require access to Confidential Information for the purposes of these Terms and who are bound by confidentiality obligations at least as stringent as those set forth herein.

• "BAA" means the business associate agreement between you and PickUp Health.

• "Client Services Agreement" means a client services agreement signed by you and PickUp Health.

• "Confidential Information" means any proprietary information, software, data, or know-how of the Discloser that is disclosed under these Terms and is marked as confidential, or that a reasonable person would understand to be confidential based on the context of the disclosure or the nature of the information. The Services and Documentation are PickUp Health's Confidential Information, and Your Data is your Confidential Information. Confidential Information does not include information that the Recipient can demonstrate through written evidence: (i) was already known to the Recipient before it was disclosed by the Discloser; (ii) is or has entered the public domain through no breach of these Terms by the Recipient; (iii) was rightfully received by the Recipient from a third party without breach of these Terms; (iv) was approved for release by the written consent of the Discloser; (v) was independently developed by the Recipient without use of the Discloser's Confidential Information; or (vi) was required to be disclosed by order of a court or governmental agency of competent jurisdiction, provided that the Discloser, if permitted by law, was given reasonable notice of the order and the opportunity to contest the disclosure, and the disclosure is limited strictly to the Confidential Information that is the subject of the order. PHI is governed by the BAA and not by this definition.

• "Documentation" means user manuals, online help files, technical manuals, and other materials published by PickUp Health that describe the Services and their uses, features, specifications, and technical requirements.

• "HIPAA" means the Health Insurance Portability and Accountability Act of 1996, as amended, and its regulations at 45 C.F.R. Parts 160 and 164. "PHI" means protected health information that PickUp Health creates, receives, maintains, or transmits for you.

• "Order Form" means an order form signed by you and PickUp Health identifying the Services you have purchased, the patients eligible for them, the fees, and the term.

• "PickUp Health Services" means the Services and Professional Services, but does not include Third Party Products.

• "Professional Services" means implementation, configuration, integration, training, advisory, and other professional services related to the Services that are specified in an Order Form.

• "Service Number" means a telephone number that PickUp Health uses to communicate with patients on your behalf.

• "Services" means PickUp Health's patient communication platform, including Service Numbers, AI systems, portals, related software, and support services, provided to you under an Order Form and these Terms.

• "Term" means the period of authorized access to and use of the Services stated in your Order Form or Client Services Agreement.

• "Usage Data" means data and information related to your use, configuration, and deployment of the PickUp Health Services that PickUp Health and its Affiliates use for their business purposes, including (i) log data and data regarding the performance, availability, and operation of the Services; and (ii) data that has been de-identified so that it is not, alone or in combination with other data, reasonably identifiable to you, your Authorized Users, or any patient, and that is aggregated with other data in PickUp Health's custody and control. Usage Data does not include PHI unless it has been de-identified in accordance with HIPAA and the BAA.

• "Your Data" means any information, data, or content, in any form or medium, transmitted to the PickUp Health Services by you or your Authorized Users or on your behalf, including PHI, but does not include Documentation, PickUp Health intellectual property, or Usage Data.

2. Right to Access and Use of Services

PickUp Health grants to you and your Authorized Users a non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services for your internal healthcare operations, subject to your Order Form and these Terms. All rights not expressly granted to you are reserved to PickUp Health.

3. Usage Restrictions

In addition to any other limitations in these Terms and any Order Form, you agree not to (i) copy, download, modify, or translate any part of the Services in any manner not authorized by these Terms; (ii) reverse engineer, decompile, or disassemble any part of the Services, or otherwise attempt to discover their source code; (iii) tamper with, bypass, or alter the security features of the Services or any of the hosted infrastructure; (iv) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise provide access to or use of the Services to any person or entity other than your Authorized Users; (v) use the Services in a manner inconsistent with these Terms; (vi) use the Services in any manner that violates Applicable Law, including for any illegal, obscene, or threatening purpose; or (vii) use the Services or their contents for competitive analysis, the development of a competing product or service, or any purpose that is detrimental to PickUp Health.

4. Your Obligations; Your Data

4.1. Acceptable Use Policy; Your Obligations. The Services may not be used for unlawful, fraudulent, offensive, or obscene activity, as further described in our acceptable use policy ("AUP") at https://pickuphealth.ai/acceptable-use, as amended from time to time, which is incorporated herein by reference. You shall comply with these Terms, Applicable Law, and the guidelines and policies that PickUp Health posts on its website, including the AUP. Only Authorized Users may use the Services, and all use by your Authorized Users must comply with these Terms. Each Authorized User will receive an individual username and password; you will ensure that usernames and passwords are not shared. You shall promptly notify PickUp Health if any Authorized User's credentials have been or are suspected of being lost, stolen, or compromised. You shall implement appropriate security measures to safeguard your Access Credentials and are responsible for all activity that occurs under them. You must maintain the hardware, software, and network connectivity needed to connect to the Services.

4.2. Your Data. You acknowledge and agree that PickUp Health may use Your Data to provide the Services to you and as otherwise set forth in these Terms. PickUp Health handles PHI under the BAA, which controls over these Terms as to PHI. By submitting or transmitting Your Data to the Services, you represent and warrant that you have all rights, consents, and authorizations that Applicable Law requires to disclose Your Data, including PHI, to PickUp Health and to permit its use in accordance with these Terms. PickUp Health shall implement and maintain appropriate technical, physical, and organizational controls to secure the Services and to protect the security, confidentiality, and integrity of Your Data.

4.3. Patient Communications. You approve patient-facing materials and provide accurate contact permissions and restrictions for your patients, which you represent were lawfully obtained to the extent you collected them. PickUp Health operates the calls and texts it sends through the Services in accordance with Applicable Law, including the consent requirements for automated calls and texts, disclosure that a patient is interacting with an AI system, and consent to call recording where required, and it honors known opt-outs.

5. Ancillary Services

5.1. Pilot and Evaluation Services. PickUp Health may make Services available to you free of charge, on a pilot or trial basis, or for evaluation ("Evaluation Services"). Notwithstanding any other provision of these Terms, you acknowledge and agree that: (i) Evaluation Services are provided without any support, warranty, or commitment to availability, unless otherwise required by Applicable Law or agreed in writing; (ii) Evaluation Services may not include all features and functionality available to paying customers; (iii) PickUp Health may end Evaluation Services at any time unless otherwise specified in writing; and (iv) PickUp Health's obligations under the BAA and Applicable Law as to PHI apply to Evaluation Services in full.

5.2. Professional Services. PickUp Health may provide you Professional Services as specified in an Order Form, subject to these Terms.

5.3. Additional Terms. Additional terms and conditions ("Additional Terms") may apply to specific products, services, or features made available by PickUp Health through the Services. The Additional Terms are incorporated by reference into these Terms. If Additional Terms conflict with these Terms, the Additional Terms prevail.

6. Fees; Taxes

6.1. Fees. You shall pay the fees stated in your Order Form, on the payment terms stated there or, if none, within thirty (30) days after the invoice date. You must raise any good-faith dispute of an invoice, with reasonable detail, within thirty (30) days after receipt; undisputed amounts remain payable.

6.2. Taxes. All amounts payable by you are exclusive of applicable sales, use, and similar taxes and duties, which you shall pay, other than taxes on PickUp Health's net income, property, or employees. If you are legally entitled to an exemption, you are responsible for providing PickUp Health with legally sufficient tax exemption certificates for each taxing jurisdiction.

7. Term and Termination; Suspension

7.1. Term. These Terms remain in effect for the Term. Termination and renewal are governed by your Order Form and, where you have one, your Client Services Agreement.

7.2. Termination or Suspension by PickUp Health. PickUp Health may, at its option, terminate these Terms for cause or suspend the affected Services if: (i) PickUp Health reasonably believes that the Services are being used in violation of Applicable Law or these Terms; (ii) your use of the Services interferes with the normal operation of the Services or other customers' use of them; (iii) there is an attack on the Services or your systems, or another event for which PickUp Health reasonably believes suspension is necessary to protect patients, the Services, or other customers; (iv) payment of any undisputed invoiced amount is overdue and you fail to pay it within thirty (30) days after PickUp Health's written notice; (v) you breach any obligation relating to PickUp Health's or its suppliers' intellectual property rights; (vi) the Services are being used in material violation of Section 4.1 or the AUP; or (vii) you materially fail to comply with any other provision of these Terms and do not remedy that failure within thirty (30) days after PickUp Health's notice describing it in reasonable detail. PickUp Health will endeavor to give you advance notice of suspension or termination, unless it determines, in its reasonable judgment, that suspension on no or shorter notice is necessary to protect patient safety, the security of the Services, or others. Suspension does not permit PickUp Health to withhold records required for continuity of care or by law.

7.3. Effect of Termination. Upon termination of these Terms: (i) you will cease using the Services; (ii) PickUp Health will return or make available Your Data as the BAA and your Order Form provide; and (iii) each Party shall return or destroy the other's Confidential Information in accordance with Section 8. Termination will not relieve a Party of accrued payment obligations. PickUp Health will not be liable to you for any claims or damages arising out of termination or suspension in accordance with this Section 7.

8. Confidentiality

8.1. Each Party, as a recipient ("Recipient"), agrees to use the disclosing Party's ("Discloser") Confidential Information solely to perform its obligations or exercise its rights under these Terms. The Recipient will not disclose the Discloser's Confidential Information to any third party other than its Authorized Recipients, and shall protect it using at least the measures it uses to protect its own confidential information of a similar nature, and no less than commercially reasonable measures. A Recipient may disclose Confidential Information when compelled to do so by law, provided that it gives the Discloser prior written notice and an opportunity to limit or prevent the disclosure, if permitted by law. Each Party may transfer Confidential Information to an acquiring third party as part of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of its assets. PHI is governed by the BAA and not by this Section 8.

8.2. The obligations in this Section 8 survive until three (3) years after the termination or expiration of these Terms, except as to trade secrets, which shall be protected for as long as they remain trade secrets.

8.3. Except as otherwise set forth in these Terms, each Party shall use commercially reasonable efforts to return or destroy the other's Confidential Information upon termination of these Terms. The Recipient need not render unrecoverable Confidential Information contained in an archived backup or retained under security and disaster recovery procedures or its legal and financial compliance obligations; any such retained Confidential Information remains subject to this Section 8.

9. Intellectual Property Rights

9.1. The PickUp Health Services are owned by PickUp Health and its licensors and are protected by applicable intellectual property laws, including United States and international copyright laws. As between the Parties, PickUp Health retains all right, title, and interest in and to the PickUp Health Services and any derivative works created based, in whole or in part, on access to and use of the PickUp Health Services. Nothing herein transfers to you any rights in the PickUp Health Services. You agree to promptly notify PickUp Health if you become aware of or suspect any unauthorized access to, use, or misuse of the PickUp Health Services. You retain all right, title, and interest in and to Your Data. If you provide PickUp Health with feedback, ideas, or suggestions about the PickUp Health Services ("Feedback"), PickUp Health may use and incorporate the Feedback into the PickUp Health Services without compensation or attribution to you, provided it does not disclose your Confidential Information. As between the Parties, all right, title, and interest in Usage Data belong to PickUp Health. PickUp Health may compile Usage Data from your use of the Services and may use it, and make aggregated Usage Data publicly available, as Applicable Law and the BAA permit, provided that Usage Data does not identify you, any patient, or your Confidential Information.

9.2. All trademarks on or related to the PickUp Health Services are the property of PickUp Health. Nothing in these Terms gives you any right to use PickUp Health's trademarks without its prior written approval, and you will not register or attempt to register any trade name or trademark that incorporates or is confusingly similar to any PickUp Health trademark.

10. Disclaimers; AI Services; Not Medical Advice

10.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR AN ORDER FORM, PICKUP HEALTH DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, RELIABILITY, AVAILABILITY, ACCURACY, OR COMPLETENESS. PICKUP HEALTH DOES NOT WARRANT THAT THE PICKUP HEALTH SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT YOU WILL OBTAIN ANY SPECIFIC CLINICAL OR FINANCIAL RESULT. YOU ARE RESPONSIBLE FOR YOUR OWN COMPLIANCE WITH APPLICABLE LAW RELATED TO YOUR USE OF THE PICKUP HEALTH SERVICES, INCLUDING YOUR CLINICAL DECISIONS AND YOUR BILLING, CODING, AND CLAIM SUBMISSION.

10.2. AI Services. The Services include artificial intelligence systems ("AI Services") that may respond to patient communications, conduct outreach, collect information, summarize interactions, identify concerns, draft documentation, and route tasks to you. AI Services are not intended to exercise clinical judgment reserved to licensed professionals. PickUp Health maintains human oversight of the AI Services appropriate to the Services, including review of substantive patient interactions by trained personnel. AI output is probabilistic and may be incomplete or inaccurate in a given case despite these safeguards. Your personnel should exercise independent professional judgment in acting on information routed to them and should review AI-generated documentation before relying on it. You agree that PickUp Health may use and store Your Data processed by the AI Services to provide and maintain the AI Services, as the BAA permits.

10.3. Not Medical Advice; Not an Emergency Service. You retain your patient relationships and all professional authority and responsibility for patient care. PickUp Health does not diagnose, prescribe, set treatment plans, or make clinical or emergency decisions. The Services are not an emergency medical service, and Service Numbers are not monitored for emergencies unless your Order Form states otherwise. Patients experiencing an emergency should call 911.

11. Limited Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PICKUP HEALTH BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST BUSINESS, OR LOST DATA, RELATING TO THE PICKUP HEALTH SERVICES OR THE PROVISION OF OR FAILURE TO PROVIDE THE PICKUP HEALTH SERVICES, WHETHER OR NOT DUE TO PICKUP HEALTH'S NEGLIGENCE. PICKUP HEALTH'S TOTAL AGGREGATE LIABILITY FOR ANY DAMAGES OR CLAIMS ARISING UNDER THESE TERMS OR RELATED TO THE PICKUP HEALTH SERVICES SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE PICKUP HEALTH SERVICES IN THE TWELVE (12) MONTHS BEFORE THE CLAIM AROSE. THESE LIMITATIONS APPLY TO DAMAGES HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTHING IN THIS SECTION LIMITS LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

12. Indemnification

12.1. By PickUp Health. PickUp Health will indemnify, defend, and hold you and your Authorized Users harmless against any losses, damages, expenses, or liabilities arising from third-party claims that your use of the PickUp Health Services infringes or misappropriates the intellectual property rights of a third party, provided that PickUp Health is not required to indemnify you to the extent the claim was caused by your use of the PickUp Health Services in violation of these Terms, or by modifications or combinations of the PickUp Health Services with other technologies or services that PickUp Health did not make or provide. If PickUp Health is or may be obligated to indemnify you under this Section 12, it may, in addition to its other obligations: (i) obtain for you the right to continue using the PickUp Health Services; or (ii) modify the PickUp Health Services so they are no longer infringing but of equivalent or better functionality. If neither option is commercially feasible, PickUp Health may discontinue the affected PickUp Health Services and will issue you a pro rata refund or credit for any prepaid, unused fees.

12.2. By You. You will indemnify, defend, and hold PickUp Health harmless against any losses, damages, expenses, or liabilities arising from third-party claims arising from your or your Authorized Users' use of the PickUp Health Services in violation of these Terms or Applicable Law, your clinical decisions, your billing, coding, or claim submission, or any misappropriation or infringement of intellectual property rights arising from Your Data.

12.3. Indemnification Process. A Party seeking indemnity (an "Indemnified Party") must give the indemnifying Party prompt written notice of the claim; delay excuses the indemnifying Party only to the extent its ability to defend the claim is materially prejudiced. The indemnifying Party shall have sole control of the investigation, defense, and settlement of the claim at its cost, provided that any settlement unconditionally releases the Indemnified Party of all liability and does not make any admission on its behalf or require it to pay any amount. The Indemnified Party may retain counsel on a non-controlling basis at its own cost and shall reasonably cooperate in the defense at the indemnifying Party's expense.

13. Third Party Products

If you procure services, applications, or online content from a third party ("Third Party Products") for use with the Services, that use is subject to the agreement you establish with the third party. Third Party Products are not PickUp Health Services, and, as between the Parties, PickUp Health has no liability for your procurement or use of Third Party Products.

14. Export Regulation

You agree to comply with all export control and sanctions laws applicable to you or the Services, including those of the United States. The Services and related technical data may not be accessed, exported, or re-exported (i) into, or to a national or resident of, any country or region subject to comprehensive U.S. sanctions; or (ii) to anyone on a U.S. government restricted-party list, including the U.S. Treasury Department's List of Specially Designated Nationals and the U.S. Commerce Department's Denied Persons List.

15. Modifications

PickUp Health may modify these Terms from time to time. Modified Terms become effective on posting, and PickUp Health will notify you of material modifications by email. Your continued use of the Services after the effective date of a modification constitutes acceptance of the modified Terms. A modification does not change a signed Client Services Agreement, Order Form, or BAA.

16. Miscellaneous

16.1. Notices. Each Party consents to receive communications, including notices, agreements, and legally required disclosures, electronically. PickUp Health may provide notices by posting them on the Services or by email to the address you provided. Notices to PickUp Health should be emailed to legal@pickuphealth.ai.

16.2. Entire Agreement. Your Order Form, these Terms, the BAA, and any terms incorporated into these Terms by reference constitute the complete agreement between PickUp Health and you regarding the PickUp Health Services and supersede all prior communications on that subject, except that a signed Client Services Agreement controls as stated in the preamble.

16.3. Assignment. You may not assign these Terms without PickUp Health's prior written consent, and any assignment without consent is void. PickUp Health may assign these Terms to a successor in a merger, reorganization, change of control, or sale of substantially all related assets.

16.4. Governing Law and Venue. These Terms shall be governed by the laws of the State of New York, without reference to its conflict of laws principles. Each Party consents to the exclusive personal jurisdiction and venue of the federal and state courts located in New York County, New York, and waives any objection as to inconvenient forum. You may bring claims against PickUp Health related to the Services only on an individual basis and not as a plaintiff or class member in any purported class or representative proceeding. Any claim arising out of or related to these Terms must be brought within one (1) year after it first accrued. In any proceeding arising out of these Terms, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and court costs.

16.5. Injunctive Relief. Each Party acknowledges that a breach of Section 8 (Confidentiality) or Section 9 (Intellectual Property Rights) may cause the other Party irreparable harm for which damages would not be adequate, and that the non-breaching Party will be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedy available at law or in equity.

16.6. General. If any part of these Terms is found unenforceable, that provision will be ineffective to the extent of the court's ruling, and the remainder of these Terms will remain in full force and effect. The waiver of any breach does not waive any subsequent breach. The Parties are independent contractors; neither is an agent of the other or may bind the other. Portions of the Services may include third-party or open-source software, whose use is governed by its own terms. Except for payment obligations, neither Party is responsible for delay or failure in performance caused by events beyond its reasonable control. Captions are for convenience only.

17. Text Messaging Terms

PickUp Health's Text Messaging Terms, posted at https://pickuphealth.ai/sms, apply to text messages sent through the Services and form part of these Terms.