These Terms of Use (“Terms”) govern access to and use of Equipo Health's websites, cloud-based software platforms, web and mobile applications, patient and provider portals, application programming interfaces (APIs), artificial intelligence (AI) services, integrations, browser extensions, and connected devices that reference these Terms (collectively, the “Services”), provided by Equipo Health, Inc. (“Equipo Health,” “we,” “us,” or “our”).
These Terms apply to two categories of users, as further described in Section 3: (a) healthcare provider organizations, health plans, and other payer entities that access the Services under an executed order form, subscription agreement, or statement of work (each, a “Customer”); and (b) individuals who access the Services directly, including through a mobile application, browser extension, or portal, whether as personnel of a Customer or as a patient, caregiver, or other authorized individual (each, an “End User,” and together with Customer, “you” or “your”).
By accessing or using the Services—including by accessing or downloading a mobile application, installing a browser extension, creating an account, clicking “I Accept” where presented, or otherwise accessing or using the Services—you agree to be bound by these Terms.
If you are accessing or using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms. If you do not agree to these Terms, you may not access or use the Services.
These Terms incorporate by reference the Equipo Health Privacy Policy and, where applicable, any Order Form, Business Associate Agreement (“BAA”), and Data Processing Addendum (“DPA”) executed between Equipo Health and a Customer. In the event of a conflict, the order of precedence is: (i) the BAA, as to Protected Health Information; (ii) the Order Form; (iii) these Terms; and (iv) the Privacy Policy. These Terms and the Privacy Policy are each published in full and are accessible directly from the website, application, and extension listing without requiring sign-in or redirection elsewhere.
Equipo Health provides an integrated healthcare technology platform that supports care coordination, chronic care management, patient engagement, population health management, referral management, healthcare operations, analytics, and interoperability, accessible through web application and native mobile application (iOS and Android) interfaces. The Services include:
These Terms apply regardless of whether the Services are accessed through a web browser, a downloaded mobile application, a browser extension, a wearable or connected device, or any other current or future access channel. Equipo Health may introduce, modify, or retire features or products from time to time; material reductions in functionality for a currently subscribed product will be communicated to affected Customers.
Where Compass, Pulse, Care Connect, Prism, or Foresight are licensed to a healthcare organization under an Order Form, that organization is the “Customer,” and its clinicians, care coordinators, administrative staff, and other personnel granted credentials by the Customer are “Authorized Users.” Authorized Users access the Services on the Customer's behalf, subject to the Customer's Order Form, and do not have independent contractual rights against Equipo Health except as expressly stated in these Terms.
Where an individual accesses the Services directly and not on behalf of a Customer — for example, a patient using the Contigo mobile application or patient portal, or an individual installing an Equipo Health browser extension — that individual accepts these Terms in their personal capacity as an End User. References to “Customer” regarding contractual matters (fees, Order Forms, BAAs) do not apply to Individual End Users; provisions regarding acceptable use, account responsibility, disclaimers, and liability apply equally to Customers, Authorized Users, and Individual End Users.
The Contigo mobile application and patient portal are not directed to children under thirteen (13) for independent, unsupervised use. Where a healthcare organization's pediatric care program authorizes use of the Services on behalf of a minor patient, access is provided to, and these Terms are accepted by, the minor's parent, guardian, or authorized representative, consistent with the Privacy Policy and applicable law.
Customer is responsible for determining which of its personnel and authorized third parties may access the Services as Authorized Users, for ensuring Authorized Users comply with these Terms and any role-based access restrictions, and for all activity occurring under Customer's accounts, except to the extent caused by Equipo Health's breach of these Terms.
Individual End Users registering directly for the Contigo mobile application, patient portal, or a browser extension are responsible for providing accurate registration information, maintaining the confidentiality of their login credentials (including any biometric or passkey-based login they enable on their device), and promptly notifying Equipo Health of any suspected unauthorized access to their account.
Subject to these Terms and the applicable Order Form, Equipo Health grants Customer a non-exclusive, non-transferable, non-sublicensable license during the subscription term to access and use the licensed products of the Services for Customer's internal healthcare operations.
Subject to these Terms, Equipo Health grants each Individual End User a personal, non-exclusive, non-transferable, revocable license to download, install, and use the applicable mobile application, portal, or browser extension solely for its intended purpose, such as viewing personal health information, communicating with a care team, or supporting an authorized clinical or administrative workflow.
No Customer, Authorized User, or Individual End User will, or will permit any third party to:
Because certain Services are distributed through app marketplaces (including the Apple App Store and Google Play Store) and browser extension marketplaces (including the Chrome Web Store), the following additional terms apply to those access channels:
Where use of the Services involves the creation, receipt, maintenance, or transmission of Protected Health Information (“PHI”) as defined under HIPAA on behalf of a Customer, such use is governed by the BAA executed between Equipo Health and that Customer, which is incorporated into these Terms. In the event of any conflict between these Terms and a BAA regarding the treatment of PHI, the BAA controls. Equipo Health's collection, use, and disclosure of personal information more broadly — including for Individual End Users — is described in the Privacy Policy, which is incorporated into these Terms.
Equipo Health implements administrative, technical, and physical safeguards designed to protect data consistent with the BAA, the DPA, the Privacy Policy, and applicable law. Customers remain responsible for obtaining any consents or authorizations required from patients or members before using the Services, including outreach conducted through Foresight or other AI-enabled communication capabilities.
Certain Services, including Foresight and AI-enabled capabilities within Compass, Pulse, and Care Connect, employ artificial intelligence, automation, and predictive analytics (“AI Features”). AI Features are advisory in nature and are not a substitute for independent professional judgment. With respect to AI Features, Customer and Authorized Users acknowledge and agree that:
Customer, Authorized Users, and Individual End Users agree to:
Fees for Services licensed under an Order Form are set forth in that Order Form. Except as otherwise specified, fees are non-refundable and payable in accordance with the payment terms in the Order Form. Late payments may result in suspension of access following written notice and a reasonable cure period. The Contigo mobile application and Equipo Health browser extensions are made available to Individual End Users at no direct charge unless otherwise disclosed at download or installation.
As between the parties, Equipo Health retains all right, title, and interest in and to the Services, including all underlying software, models, workflows, templates, and documentation, together with all improvements and derivative works thereof. The Customer retains all right, title, and interest in Customer Data, and Individual End Users retain their rights in their own personal information, subject to the license granted to Equipo Health to provide the Services as described in the Privacy Policy. Equipo Health may use de-identified, aggregated data derived from use of the Services to improve and develop its products, consistent with the Privacy Policy.
Each party agrees to protect the other party's confidential information using at least the same degree of care it uses to protect its own confidential information of similar nature, and no less than reasonable care, and to use such information solely to perform its obligations under these Terms. This section does not limit either party's obligations under the BAA with respect to PHI.
For Customers, these Terms remain in effect for as long as Customer maintains an active subscription to the Services under an Order Form. For Individual End Users, these Terms remain in effect until the End User's account is deleted or access is otherwise terminated as described in Section 6. Equipo Health may suspend access to the Services if use poses a security risk, violates applicable law, or is in material breach of these Terms, following notice where reasonably practicable. Upon termination, access to the Services will cease, and each party will return or destroy the other party's confidential information in accordance with the DPA and BAA, where applicable.
Equipo Health warrants that the Services will perform materially in accordance with applicable documentation. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS OR AN APPLICABLE ORDER FORM, THE SERVICES ARE PROVIDED “AS IS,” AND EQUIPO HEALTH DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. EQUIPO HEALTH DOES NOT WARRANT THAT AI FEATURE OUTPUTS WILL BE ERROR-FREE OR THAT THE SERVICES WILL OPERATE UNINTERRUPTED. THE SERVICES DO NOT PROVIDE MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT, AND ARE NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL JUDGMENT.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY. FOR CUSTOMERS, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. FOR INDIVIDUAL END USERS ACCESSING THE SERVICES AT NO CHARGE, EQUIPO HEALTH'S AGGREGATE LIABILITY WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (USD $100). THESE LIMITS DO NOT APPLY TO EACH PARTY'S CONFIDENTIALITY AND INDEMNIFICATION OBLIGATIONS, OR AS OTHERWISE LIMITED BY AN APPLICABLE BAA.
Equipo Health will defend Customer against third-party claims alleging that the Services infringe such third party's intellectual property rights, and will indemnify Customer against damages finally awarded, subject to the limitations and procedures set forth in the Order Form. Customer and Authorized Users will defend and indemnify Equipo Health against claims arising from their misuse of the Services or violation of applicable law, including failure to obtain required patient or member consents.
The parties acknowledge that use of the Services may be subject to regulatory requirements applicable to Medicare Advantage organizations, healthcare providers, and health plans, including CMS marketing and communications rules, risk-adjustment documentation standards, and applicable state insurance regulations. Customer is solely responsible for ensuring that its use of the Services, including any AI-enabled outreach and risk-adjustment-related workflows, complies with such requirements.
These Terms are governed by all applicable federal, state, and local laws and regulations of the United States. For Customers, the parties will first attempt to resolve any dispute through good-faith negotiations between designated representatives, escalating to executive-level discussion if unresolved within thirty (30) days, with any remaining dispute resolved in accordance with the dispute-resolution provisions of the applicable Order Form. For Individual End Users, disputes will be resolved in accordance with applicable law.
Questions about these Terms may be directed to Equipo Health at info@equipohealth.com