Terms of Use

Effective Date: June 30, 2025
Last Updated: March 23, 2026

Table of Contents

• 1. Agreement to Terms
• 2. Description of Services
• 3. Acceptable Use
• 4. User Accounts and Registration
• 5. Service Availability and Performance
• 6. Intellectual Property Rights
• 7. Data Ownership and Privacy
• 8. Limitation of Liability
• 9. Indemnification
• 10. Payment Terms
• 11. Termination
• 12. Dispute Resolution
• 13. Force Majeure
• 14. Governing Law
• 15. General Provisions
• 16. Electronic Signatures (Patient Orders)

1. Agreement to Terms

These Terms of Use ("Terms") constitute a legally binding agreement between you, whether personally or on behalf of an entity ("you" or "User"), and HH Assist, LLC ("Company," "we," "us," or "our"), concerning your access to and use of our website located at hhassist.com and our AI-powered healthcare including but not limited to analytics 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 do not agree to these Terms, you must not access or use our Services.

IMPORTANT NOTICE: Our Services are designed for healthcare providers and involve the processing of Protected Health Information (PHI) as defined under HIPAA. Use of our Services is subject to additional compliance requirements outlined in our Business Associate Agreement.

2. Description of Services

2.1 Service Overview

Company provides AI-powered analytics services to healthcare providers for patient data analytics and insurance authorization services. Our Services include but are not limited to:

• • AI-driven patient data analysis and insights
• • Insurance authorization request preparation and analytics
• • Healthcare data visualization and reporting tools
• • Patient order electronic signature workflows, sealed PDF outputs, and related signing tools where offered

2.2 Service Modifications

We reserve the right to modify, suspend, or discontinue any part of our Services at any time, with or without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuance of the Services.

2.3 Beta Features

From time to time, we may offer beta, pilot, or experimental features. These features are provided "as is" and may contain bugs or errors. We make no warranties regarding beta features.

3. Acceptable Use

3.1 Permitted Uses

You may use our Services only for lawful purposes and in accordance with these Terms. You agree to use the Services in a manner consistent with applicable laws, regulations, and industry standards, including but not limited to HIPAA compliance requirements.

3.2 Prohibited Uses

You may not use our Services for any of the following prohibited activities:

• Illegal Activities

  Any unlawful purpose or any activity that violates local, state, national, or international law

• Unauthorized Access

  Attempting to access, tamper with, or use non-public areas of the Services

• Security Violations

  Attempting to probe, scan, or test the vulnerability of our systems or networks

• Data Misuse

  Using PHI or other sensitive data in violation of HIPAA, state privacy laws, or our Business Associate Agreement

• Interference

  Interfering with or disrupting the Services or servers or networks connected to the Services

• Reverse Engineering

  Attempting to reverse engineer, decompile, or disassemble any software comprising the Services

• Competitive Intelligence

  Using the Services to develop competing products or services

• Malicious Code

  Introducing viruses, trojans, worms, or other malicious code

3.3 Compliance with Healthcare Regulations

As a healthcare-focused service, you must ensure your use of our Services complies with all applicable healthcare regulations, including HIPAA Privacy and Security Rules. Any violation of healthcare compliance requirements may result in immediate termination of your access.

4. User Accounts and Registration

4.1 Account Creation

To access certain features of our Services, you must create an account. You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate, current, and complete.

4.2 Account Security

You are responsible for safeguarding your account credentials and for all activities that occur under your account. You must:

• • Use strong, unique passwords and enable multi-factor authentication where available
• • Immediately notify us of any unauthorized use of your account
• • Not share your account credentials with any third party
• • Comply with our security policies and procedures

4.3 Account Termination

We may suspend or terminate your account at any time for violation of these Terms, suspected fraudulent activity, or other conduct that we determine is harmful to our Services or other users.

5. Service Availability and Performance

5.1 Service Level Expectations

While we strive to provide reliable and continuous service, we do not guarantee that our Services will be available 100% of the time. Our Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications.

5.2 Maintenance and Updates

We may perform scheduled maintenance, updates, or improvements to our Services, which may temporarily affect availability. We will endeavor to provide advance notice of scheduled maintenance when possible.

5.3 No Warranty of Performance

We provide our Services on an "as is" and "as available" basis. We make no representations or warranties of any kind, express or implied, regarding the operation or availability of our Services.

6. Intellectual Property Rights

6.1 Company's Intellectual Property

The Services and all content, features, and functionality (including but not limited to software, algorithms, text, displays, images, video, and audio) are owned by Company and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

6.2 License to Use Services

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services solely for your authorized business purposes. This license does not include any right to:

• • Resell or make commercial use of the Services
• • Copy, modify, or create derivative works of the Services
• • Use the Services for any competitive purpose
• • Download, reproduce, or distribute any content from the Services

6.3 User Data License

By using our Services, you grant us a non-exclusive, worldwide, royalty-free license to use, process, and analyze your data solely to provide the Services and improve our offerings, subject to the terms of our Business Associate Agreement and Privacy Policy.

6.4 Feedback

Any feedback, comments, ideas, improvements, or suggestions you provide to us regarding the Services will be owned by Company and may be used by Company without restriction.

7. Data Ownership and Privacy

7.1 Your Data Ownership

You retain ownership of all data you submit to our Services ("Customer Data"). We will process Customer Data only as necessary to provide the Services and in accordance with our Business Associate Agreement.

7.2 HIPAA Compliance

Our processing of PHI is governed by our Business Associate Agreement, which incorporates HIPAA Privacy and Security Rule requirements. We implement appropriate administrative, physical, and technical safeguards to protect PHI.

7.3 Data Location and Residency

We store and process data exclusively within secure, geographically defined regions of the United States, in accordance with our Business Associate Agreement.

7.4 Data Retention and Deletion

We will retain your data for the minimum period necessary to provide the Services and meet legal requirements. Upon termination of your account, we will delete or return your data in accordance with the terms specified in our Business Associate Agreement.

8. Limitation of Liability

8.1 Disclaimer of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICES.

8.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO COMPANY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8.3 Exceptions

The foregoing limitations will not apply to:

• • Death or personal injury caused by our gross negligence or willful misconduct
• • Fraud or fraudulent misrepresentation
• • Violations of intellectual property rights
• • Breaches of confidentiality obligations
• • Any liability that cannot be excluded or limited under applicable law

8.4 Healthcare-Specific Disclaimers

Our Services are not intended to provide medical advice, diagnosis, or treatment. Healthcare providers remain solely responsible for all clinical decisions and patient care. We disclaim any liability for medical decisions made based on our analytics or recommendations.

9. Indemnification

You agree to defend, indemnify, and hold harmless Company and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including attorney's fees) arising from:

• • Your use of the Services
• • Your violation of these Terms
• • Your violation of any third-party rights, including intellectual property rights
• • Any breach of your representations and warranties
• • Your violation of applicable laws or regulations, including HIPAA requirements

10. Payment Terms

10.1 Fees and Charges

Use of certain features of our Services may require payment of fees. All fees are non-refundable unless otherwise specified in your service agreement.

10.2 Payment Processing

Payments will be processed through our third-party payment processors in accordance with their terms of service and privacy policies.

10.3 Late Payment

Failure to pay fees when due may result in suspension or termination of your access to the Services.

11. Termination

11.1 Termination by You

You may terminate your account at any time by providing written notice to Company. Termination will be effective upon completion of our data return or destruction obligations under our Business Associate Agreement.

11.2 Termination by Company

We may terminate or suspend your access to the Services immediately, without prior notice, for any reason, including:

• • Breach of these Terms
• • Violation of applicable laws or regulations
• • Suspected fraudulent, abusive, or illegal activity
• • Non-payment of fees

11.3 Effect of Termination

Upon termination:

• • Your right to access and use the Services will cease immediately
• • We will return or destroy your data in accordance with our Business Associate Agreement
• • All provisions of these Terms that should survive termination will remain in effect

11.4 Data Handling Upon Termination

In accordance with HIPAA requirements and our Business Associate Agreement, we will return or destroy all PHI within 60 days, if possible, after termination.

12. Dispute Resolution

12.1 Binding Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms or the Services shall be resolved through binding arbitration conducted by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.

12.2 Arbitration Process

• • Arbitration will be conducted by a single arbitrator
• • The arbitration will take place in Dade County, Florida
• • The arbitrator's decision will be final and binding
• • Each party will bear its own costs and fees, except as awarded by the arbitrator

12.3 Class Action Waiver

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not as part of a class, consolidated, or representative action.

12.4 Emergency Relief

Nothing in this section will prevent either party from seeking emergency equitable relief before a court of competent jurisdiction to protect its rights or property.

13. Force Majeure

Neither party will be liable for any failure or delay in performance under these Terms that is due to an event beyond the party's reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, epidemic, pandemic, government action, or internet service provider failures.

The affected party must:

• • Promptly notify the other party of the force majeure event
• • Use reasonable efforts to minimize the impact of the event
• • Resume performance as soon as reasonably practicable after the event ends

If a force majeure event continues for more than sixty (60) days, either party may terminate these Terms upon written notice.

14. Governing Law

These Terms and any dispute arising out of or related to these Terms or the Services will be governed by and construed in accordance with the laws of Florida, without regard to its conflict of law provisions.

You consent to the exclusive jurisdiction and venue of the state and federal courts located in Dade County, Florida for any legal proceedings related to these Terms or the Services.

15. General Provisions

15.1 Entire Agreement

These Terms, together with our Privacy Policy and Business Associate Agreement, constitute the entire agreement between you and Company regarding the Services.

15.2 Amendments

We may modify these Terms at any time by posting the revised Terms on our website. Your continued use of the Services after such posting constitutes acceptance of the modified Terms.

15.3 Severability

If any provision of these Terms is deemed invalid or unenforceable, the remaining provisions will remain in full force and effect.

15.4 Waiver

No waiver of any term or condition of these Terms will be deemed a further or continuing waiver of such term or any other term.

15.5 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction.

15.6 Independent Contractors

The parties are independent contractors. These Terms do not create any partnership, joint venture, or agency relationship.

15.7 Notice

All notices required under these Terms must be in writing and delivered to the addresses specified in your service agreement.

15.8 Compliance with Laws

You agree to comply with all applicable federal, state, and local laws and regulations, including export control laws and healthcare regulations.

16. Electronic Signatures (Patient Orders)

This Section 16 applies when you use any electronic signature feature of the Services to prepare, send, receive, review, or execute patient orders or related documents (the "e-Signature Features"). Capitalized terms used in this Section 16 and not defined here have the meanings given elsewhere in these Terms.

The e-Signature Features are intended to support electronic signing that may create legally binding obligations when applicable law and the facts of your use case support electronic signatures and records for that document type and context.

16.1 Additional Terms

The e-Signature Features are part of the Services. You must accept these Terms, including this Section 16, to use the e-Signature Features. If you use the e-Signature Features on behalf of an organization, you represent that you are authorized to bind that organization to this Section 16.

16.2 Company Is Not a Party to Your Documents

Agreements, orders, and other documents executed or delivered through the e-Signature Features are between you and your counterparties (for example, physicians, practitioners, or other recipients). Company is not a party to those documents, is not responsible for their substance or medical appropriateness, and does not guarantee that any counterparty will sign or perform.

By using the e-Signature Features, you consent to transact electronically with your counterparties in connection with documents you send or receive through the Services, to the extent permitted by applicable law.

16.3 Your Responsibilities

You are responsible for:

• Verifying the identity of senders and recipients as appropriate for your policies and compliance obligations, and for confirming that signers are authorized to act for your organization or for counterparties when applicable.
• Ensuring that documents you execute or send for signature reflect the final, complete agreement or order you intend, including resolving edits, comments, and attachments before signing.
• Determining whether electronic signatures and electronic records are acceptable for your document type, use case, and jurisdiction, and whether any additional formalities (for example wet ink, witnesses, or notarization) are required-consult qualified legal counsel if you are unsure.
• Securing credentials, email accounts, and devices used to access or sign, understanding that anyone with access to those channels may be able to act in your name.

16.4 Delivery, Copies, and Retention

The Services may attempt to deliver notifications, sealed PDFs, or related outputs through email, in-product experiences, or storage made available to you. Company does not guarantee that any counterparty will receive, open, or retain a copy; that delivery will be timely or complete; or that stored copies will remain available indefinitely (for example due to email filtering, storage limits, account closure, or technical errors).

You are responsible for retaining executed documents, audit evidence, and related records for your own legal, regulatory, and operational needs, including maintaining backup copies outside the Services when appropriate.

16.5 Jurisdiction and Cross-Border Use

Electronic signature and contract rules vary by jurisdiction. If you receive or send signature requests involving counterparties in another jurisdiction, or if you are unsure how those rules or choice of law apply to your situation, you should consult qualified legal counsel. You are responsible for assessing heightened risks associated with cross-border transactions.

16.6 Signature Evidence and Audit Information

Executed outputs and related records may include certificate-style or descriptive signing information, timestamps, email addresses, National Provider Identifier (NPI) or similar identifiers, and technical details such as IP addresses or device or session identifiers, as implemented in the product. Anyone who obtains a copy of such outputs may be able to view this information. Use and disclosure of such information must comply with applicable law, including HIPAA and your privacy obligations, where applicable.

16.7 No Legal Advice; No Warranty of Specific Outcomes

The e-Signature Features are designed to facilitate electronic signing, sealed PDFs, and associated evidence in a manner consistent with typical U.S. healthcare and electronic signature practices. They are not a substitute for your own legal, clinical, or compliance judgments about particular documents or orders.

Nothing in these Terms is intended to deny that electronic signatures may be legally binding or effective when applicable law and the facts so support.

Any statement in these Terms about electronic signatures, electronic records, or enforceability is for general information only and is not legal advice. Company does not warrant or guarantee any specific outcome in a dispute, audit, or proceeding-for example, whether a given document will be deemed valid, enforceable, or admissible-because that depends on the document, the facts, and applicable law. You should consult qualified legal counsel regarding your use cases and electronic health or order documentation.

16.8 Conflict With Other Provisions

If there is a conflict between this Section 16 and any other provision of these Terms with respect to the e-Signature Features, this Section 16 will govern solely for that subject matter.

Contact Information

For questions about these Terms or our Services, please contact us at:

Acknowledgment: By using our Services, you acknowledge that you have read and understood these Terms and agree to be bound by them.