Terms & conditions
It is a long established fact that a reader will be distracted by the readable content of a page when looking at its layout.
Last Updated: July 18, 2025
Acceptance of Terms
By accessing or using the HealthElements.ai website and services (“Services”), you agree to be bound by these Terms of Service and our Privacy Policy. If you do not agree, you must not use the Services. If you use the Services on behalf of a company or other organization, you represent that you have the authority to bind that organization to these terms, and “you” shall include both you as an individual and that organization. We reserve the right to update or modify these Terms at any time by posting changes online, and it is your responsibility to review them periodically; continued use of the Services after changes are posted constitutes acceptance of the revised Terms.
Description of Services
Health Elements AI, Inc. (Health Elements) provides an AI-based clinical data abstraction and analytics platform designed for healthcare quality management and research. Our enterprise-grade, large language model (LLM)-powered software streamlines the extraction and structuring of clinical data from patient records for purposes such as quality reporting and clinical research. The platform includes tools for data abstraction, workflow management, real-time analytics, and quality improvement.
Please note: Health Elements is intended for use by healthcare professionals and organizations (e.g. clinicians, hospitals, researchers, insurance companies) in managing and analyzing clinical data, not for direct patient-facing diagnosis or treatment advice.
User Eligibility and Accounts
You must be at least 18 years old and a qualified professional or an authorized representative of a healthcare organization to use our Services. The Services are intended for use by healthcare entities and professionals (such as clinicians, hospitals, clinical researchers, and payers) in a professional capacity. By registering an account, you agree to provide accurate, current information and to keep your login credentials confidential. You are responsible for all activity that occurs under your account. We may, in our sole discretion, refuse access to the Services to any person or entity and suspend or terminate accounts that violate these Terms or pose a security or compliance risk.
Permitted Use of the Services
Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable right to access and use the Health Elements Services for your internal business purposes related to clinical data abstraction, quality reporting, and similar healthcare analytics.
Authorized Use: You may use the platform to upload and analyze data for quality improvement, registry submissions, research studies, and other intended use-cases within your organization. All other uses are prohibited. You may not sublicense or transfer your access to any third party. You also agree not to use the Services in competition with us or to replicate or derive our platform without permission. We reserve the right to modify or discontinue any part of the Services at any time, with or without notice.
User Data, Privacy, and HIPAA Compliance
Protected Health Information (PHI):
Health Elements is designed to handle sensitive health data. By using our Services, you may upload or submit Protected Health Information (PHI) of patients. You represent and warrant that you have all necessary authority, permissions, or patient consents to upload such data to our platform. This means you are either a “Covered Entity” or a legally authorized representative of one (or its Business Associate) under the U.S. Health Insurance Portability and Accountability Act (HIPAA), and any PHI you provide is for patients under your care or analysis, not your own personal data.
Business Associate Obligations:
In providing our Services, Health Elements will operate as your Business Associate as defined by HIPAA. We are committed to complying with HIPAA and all applicable privacy laws. We will enter into a Business Associate Agreement (BAA) with your organization as required by law to ensure PHI is handled in compliance with 45 CFR §§164.502(e) and 164.504(e). Under HIPAA, covered entities (like healthcare providers or plans) may disclose PHI to a business associate like us only for the purposes of helping the covered entity carry out its health care operations, and only if the business associate provides satisfactory assurances (via a contract) that it will safeguard the PHI and use it only for the purposes for which it was engaged. We will use and disclose PHI only to provide our Services to you and for no other purpose, except as permitted by your BAA or required by law. We implement appropriate administrative, physical, and technical safeguards to protect the confidentiality, integrity, and availability of PHI, as required by HIPAA. We will promptly report to you any unauthorized use or disclosure of PHI we become aware of, consistent with our obligations under the BAA and HIPAA regulations.
Data Security and Privacy:
Please review our Privacy Policy for details on how we collect, use, store, and protect data (including personal data and PHI). Our Privacy Policy is incorporated into these Terms by reference.
In the event of any conflict between these Terms and the Privacy Policy with respect to personal data handling, the stricter standard of protection will apply. Both parties agree to uphold all applicable data protection laws. If you are located in a jurisdiction with data protection regulations (e.g. GDPR for EU users) and provide personal data via the Services, you are responsible for ensuring compliance with such laws. You should not upload any personal data that is not necessary for use of the Services.
No Medical Advice or Clinical Decision Support
Health Elements is not a healthcare provider and does not give medical or treatment advice. The Services (including any AI-generated outputs, analytics, or content on the platform) are intended to assist with information management and are not designed or intended to provide medical advice, diagnosis, treatment, or to serve as a clinical decision support tool.
While our platform may highlight relevant information or make recommendations for data abstraction purposes, all decisions regarding patient care, diagnosis, and treatment remain solely with licensed healthcare professionals. No Patient-Specific Advice: Nothing in the Services should be taken as the practice of medicine or a substitute for professional medical judgment.
You acknowledge that you will not rely on the Services as medical advice for treating or diagnosing any patient. Always seek the advice of a physician or qualified health provider on any clinical decisions. Health Elements does not establish any doctor-patient relationship or other clinical relationship with your patients, and you are responsible for verifying the accuracy and appropriateness of any information from the platform before using it in a clinical setting. Emergency Use: The Services are not intended for use in emergency situations or life-critical decisions. If you have a medical emergency, call 911 or follow your organization’s emergency protocols.
User Responsibilities and Acceptable Use
When using Health Elements, you agree to use the platform in a lawful and ethical manner. You are responsible for all actions taken under your account. You agree not to engage in any of the following prohibited activities:
Unauthorized Access or Security Violations: Do not interfere with or disrupt the integrity or performance of our Services or attempt to gain unauthorized access to the system. This includes refraining from imposing unreasonable load on our infrastructure, introducing malware, or attempting to bypass any security measures.
You must not attempt to decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up part of the Services.
Misuse of Data or Content: Do not delete, alter, or copy any content or code from the platform except as permitted. You may not use any automated means (such as scripts or web crawlers) to extract data from the Service without our permission.
Prohibited Content: You must not upload or transmit any content that is unlawful, harmful, obscene, defamatory, or otherwise objectionable (e.g., no posting of any indecent, offensive, or violent material).
This includes refraining from any harassing, threatening, or hate content.
Third-Party Rights and Confidentiality: You must not upload any material that infringes any third-party intellectual property or privacy rights. In particular, do not submit any confidential or private information of any third party (including PHI of individuals) unless you are authorized to do so.
Uploading patient information should only be done in compliance with privacy laws (e.g., HIPAA) and with proper authorization. You are responsible for ensuring that any data you input (including text, documents, images, etc.) does not violate any law or obligation of confidentiality.
Compliance with Laws: You agree to comply with all applicable laws and regulations in connection with your use of the Services. This includes healthcare privacy laws, data protection regulations, and any laws specific to your jurisdiction or industry. You are solely responsible for the data you use with our Services and how you utilize the outputs, including ensuring that any use of the Service for quality reporting or research meets applicable legal and ethical standards.
We reserve the right to investigate and/or terminate your account without refund of any fees if you violate any of the above and, if necessary, to remove or disable access to any content or data that violates these provisions. You understand that any violation of these rules may also result in civil or criminal liability under applicable laws.
Intellectual Property Rights
All content and materials available through Health Elements, including but not limited to software, algorithms, design, text, graphics, logos, and compilations (collectively, “Content”), are owned by or licensed to Health Elements and are protected by intellectual property laws. Health Elements (and its licensors) retain all rights, title, and interest in and to the Services and Content, including all related intellectual property rights. Nothing in these Terms transfers or grants any ownership rights to you. You are only granted a limited license to use the Services as described above. You may not copy, modify, distribute, sell, or lease any part of our software or Content except as explicitly permitted by us. You also shall not remove or alter any copyright, trademark or other proprietary notices on the Site or within the Services. Any feedback, suggestions, or ideas you provide regarding our Services are completely voluntary, and we are free to use them as we see fit, without any obligation to you. (Any such feedback will be deemed non-confidential and non-proprietary, and you grant us a royalty-free, perpetual license to use it.) Your Data: Except for the license you grant us below, you retain any ownership rights you have in the data or content you upload to the Service (including patient data). By submitting or uploading content to the platform, you grant HealthElements.ai a limited, worldwide license to host, reproduce, and process your content for the purpose of providing the Services and fulfilling our obligations under these Terms. We will not use your data for any other purposes except as permitted by these Terms, our Privacy Policy, and any applicable law/BAA (for example, we will not disclose your identifiable patient data to other customers or third parties without authorization). We may use de-identified and aggregated data (stripped of personal identifiers) to improve our Services, develop analytics, or for other lawful purposes; such data will contain no information that could reasonably identify you or any individual.
Suspension and Termination
We reserve the right to suspend or terminate your access to the Services (in whole or in part) at our discretion, with or without notice, if you violate these Terms or if we determine suspension is necessary to protect the security, integrity, or reputation of our platform. We may also suspend or terminate the Services due to legal compliance reasons or if required by law enforcement. You may terminate your use of the Services at any time by closing your account and ceasing all use. Upon termination (by you or by us), your right to access the Services will cease, and we may delete your account and data after a reasonable period, except to the extent we are required to retain data for legal or regulatory reasons. Any provisions of these Terms which by their nature should survive termination (such as indemnification, limitation of liability, etc.) will remain in effect. If your account is terminated due to a breach of these Terms, you will not be entitled to any refunds for any fees you may have paid.
Disclaimers of Warranty
Use at Your Own Risk: Health Elements strives to provide a reliable and accurate platform, but we do not guarantee that the Services will meet your requirements or that the results will be flawless or fit for any particular purpose. The Services and all content are provided “AS IS” and “AS AVAILABLE,” without warranty of any kind. To the maximum extent permitted by law, we disclaim all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing or usage of trade. We do not warrant that the Services will be uninterrupted, error-free, secure, or free of viruses or other harmful components.
Any data or content obtained through the Services is at your own discretion and risk, and you are solely responsible for any damage to your computer system or loss of data that results from use of the Service. Health Elements makes no representations or warranties regarding the accuracy, reliability, or completeness of any information extracted or analyzed via the platform.
You acknowledge that clinical data abstraction outcomes may require human review and that we do not guarantee that our AI or analytics will capture 100% of relevant data or be free of errors. It is your responsibility to review and validate the outputs before using them in any official capacity (e.g., submitting data to registries or informing clinical decisions). No advice or information obtained from us or through the Services shall create any warranty not expressly stated in these Terms.
Limitation of Liability
To the extent permitted by law, in no event will Health Elements or its affiliates, officers, employees, agents, or suppliers be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to your use of (or inability to use) the Services.
This includes, without limitation, any loss of profits, loss of data, business interruption, personal injury, property damage, or other intangible losses, even if we have been advised of the possibility of such damages. HealthElements.ai’s total cumulative liability for any claims arising from or related to the Services or these Terms, whether in contract, tort, or otherwise, shall not exceed the amount (if any) you paid to us for the Service in the twelve (12) months immediately preceding the event giving rise to liability, or US $100 if no fees were paid (whichever is greater). In jurisdictions that do not allow the exclusion or limitation of certain damages, our liability will be limited to the fullest extent permitted by law.
User’s Responsibility: You acknowledge that it is your responsibility to implement and maintain appropriate safeguards (such as verifying data accuracy and maintaining backup copies of data) and that HealthElements.ai shall not be liable for any loss or corruption of data or any costs to recover or reproduce data.
Indemnification
You agree to defend, indemnify, and hold harmless Health Elements, its parent, affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, or expenses (including reasonable attorneys’ fees) arising out of or in any way connected with: (a) your access to or use of the Services; (b) your violation of these Terms; (c) your violation of any applicable law or regulation (including privacy laws like HIPAA); or (d) your infringement of any intellectual property or other rights of any third party. This means you will reimburse us for any losses or costs (including legal fees) that we incur due to your actions or omissions that breach these Terms or applicable law – for example, if you upload data that you have no right to use, or if you misuse the platform in a way that causes harm or legal exposure. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with us in defending such matter. This indemnity obligation will survive the termination of your use of the Services and the termination of these Terms.
Changes to Terms and Services
We may modify these Terms of Service from time to time. When we do, we will post the updated Terms on our website and update the “Last Updated” date at the top. In some cases, we may provide additional notice (such as sending an email or in-app notification). It is your responsibility to review the Terms periodically. If you do not agree with the revised Terms, you should stop using the Services. Your continued use of the Services after the effective date of any changes constitutes your acceptance of the revised Terms.
We also reserve the right to change or discontinue any part of the Services at any time (for example, by adding or removing features, or shutting down the Service entirely) without liability, though we will endeavor to provide advance notice when feasible.
Governing Law and Dispute Resolution
These Terms of Service shall be governed by and construed in accordance with the laws of the United States and the State of Delaware (without regard to its conflict of laws principles).
You agree that any dispute arising out of or relating to these Terms or your use of the Services shall be subject to the exclusive jurisdiction of the state or federal courts located in California, and you consent to personal jurisdiction and venue in those courts.
We both waive any objections to the venue or jurisdiction of such courts, including objections based on inconvenience. If you are a U.S. government entity or operating under federal contracts, note that the software and documentation provided in our Services are “Commercial Items” as defined in 48 C.F.R. §2.101. (If you and HealthElements.ai prefer to use arbitration or an alternative dispute resolution mechanism, those details would be provided here. For now, disputes will be handled in court as stated above.)
General Provisions
Entire Agreement: These Terms (along with any applicable Privacy Policy, BAA, or other agreements expressly incorporated by reference) constitute the entire agreement between you and HealthElements.ai regarding the use of the Services, and supersede all prior agreements or understandings (oral or written) relating to the subject matter herein. If any provision of these Terms is held to be invalid or unenforceable, that provision will be interpreted to fulfill its intended purpose to the greatest extent permitted by law, and the remaining provisions will continue in full force and effect.
No waiver of any term or condition of these Terms by us shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right under these Terms shall not constitute a waiver of such right. Assignment: You may not assign or transfer these Terms or any rights or obligations herein without our prior written consent. Any attempted assignment by you without consent will be null. We may assign or transfer our rights and obligations under these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets, or by operation of law.
No Agency: These Terms do not create any joint venture, partnership, employment, or agency relationship between you and us. Neither party has the authority to bind the other to any third party, and neither party will represent itself as having such authority. Force Majeure: HealthElements.ai will not be liable for any failure or delay in performance of its obligations (except payment obligations) due to causes beyond its reasonable control, such as acts of God, war, terrorism, natural disasters, power or Internet failures, or government action.
Contact Information: If you have any questions about these Terms or need to contact us for any reason, please reach out to our support team at [contact email/address]. We value your feedback and will do our best to address your inquiries promptly.
By using the Health Elements Services, you acknowledge that you have read, understood, and agreed to these Terms of Service. Thank you for using Health Elements to advance your healthcare data quality and insights.