Terms of Service

1. The Services

Atulya provides software used by clinicians and administrative staff at hospice organizations and other healthcare customers ("Customer Organizations") to support hospice eligibility assessment, admissions workflows, clinical certification, and related functions. The Services are intended for use by qualified healthcare professionals in the course of their professional duties and are not intended for use by patients or the general public.

2. Eligibility and Authority

You represent and warrant that:

• You are authorized to access and use the Services on behalf of yourself and your organization.
• You will use the Services only for lawful business purposes and in accordance with all applicable laws, regulations, and professional standards.
• You hold all licenses, certifications, and credentials required for your professional role to the extent the Services are used in connection with that role.

The Services are not directed to or intended for use by individuals under 18, and you may not access or use the Services as a User if you are under 18.

3. Account Responsibilities

• You must provide accurate, current, and complete account information and keep it up to date.
• You are responsible for safeguarding your credentials and managing user access within your account or organization.
• You must promptly notify us of any unauthorized access, suspected compromise, or other security incident affecting your account.
• You are responsible for all activity occurring under your account.
• You will not share account credentials or permit unauthorized individuals to access the Services through your account.

4. Permitted Use and Restrictions

You may use the Services only as permitted by these Terms and any applicable customer agreement.

You agree not to:

• Use the Services for any unlawful, fraudulent, or deceptive purpose.
• Use the Services to make medical decisions without review by a qualified, licensed clinician.
• Use the Services in a manner that violates HIPAA, state health privacy laws, professional licensing requirements, or other applicable healthcare regulations.
• Interfere with the integrity, availability, or security of the Services.
• Attempt to gain unauthorized access to any system, account, or data.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from the Services, except where permitted by applicable law.
• Copy, modify, or create derivative works of the Services, or use the Services to develop a competing product.
• Use the Services to transmit malware, conduct denial-of-service activity, or otherwise harm the Services or other users.
• Remove, obscure, or alter any proprietary notices in the Services.

5. Clinical Use Disclaimer

The Services are clinical decision-support and workflow tools. They are not intended to be, and must not be used as, a substitute for the professional judgment of qualified, licensed healthcare providers.

• Not a medical device. The Services are not intended to diagnose, treat, cure, mitigate, or prevent any disease or medical condition. The Services are not cleared or approved by the U.S. Food and Drug Administration as a medical device.
• Clinical responsibility. All clinical decisions, eligibility determinations, certifications of terminal illness, plans of care, and other medical or clinical judgments are the sole responsibility of the qualified clinicians and Customer Organizations using the Services. Atulya is not engaged in the practice of medicine, nursing, or any other licensed healthcare profession.
• Review required. Output from the Services, including any AI-generated draft content, must be reviewed and validated by a qualified clinician or appropriate Customer Organization personnel before it is used in patient care, billing, regulatory submission, or compliance decisions.

6. AI-Assisted Features

The Services include features that use artificial intelligence ("AI") to support clinical documentation and workflow tasks, including assistance with hospice certification narrative drafting and admissions documentation.

• PHI is removed before AI processing. Atulya removes protected health information from data before transmitting it to AI models, consistent with the practices described in our Privacy Policy. AI models receive only de-identified context necessary to generate the requested output.
• AI output is assistive, not authoritative. AI-generated content is a draft intended to support clinician productivity. It must be reviewed, edited as needed, and approved by a qualified clinician before being relied upon for patient care, certification, billing, or compliance.
• No training on customer data. Atulya does not use customer data, including data derived from PHI, to train general-purpose AI models, and our AI subprocessors are contractually prohibited from doing so.
• Accuracy. AI output may contain errors, omissions, or content that is not appropriate for a particular patient or situation. The Customer Organization is responsible for the accuracy and appropriateness of all clinical documentation regardless of whether it was generated with AI assistance.

7. Customer Data and HIPAA

Customer ownership. As between the parties, Customer Organizations retain ownership of all data submitted to the Services by or on behalf of the Customer Organization, including patient health information ("Customer Data").

License to operate. You grant Atulya the rights necessary to host, process, transmit, store, back up, and display Customer Data solely to provide and support the Services and as otherwise required by law. Atulya does not use Customer Data to train general-purpose AI models or for any purpose other than providing the Services and complying with legal and contractual obligations.

HIPAA Business Associate relationship. When Atulya processes protected health information ("PHI") on behalf of a Customer Organization that is a HIPAA-covered entity, Atulya acts as a Business Associate under the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"). The handling of PHI is governed by a separate Business Associate Agreement ("BAA") between Atulya and the Customer Organization. In the event of any conflict between these Terms and the applicable BAA with respect to PHI, the BAA controls.

Privacy Policy. Atulya's Privacy Policy, available at https://www.atulya.health/privacy, describes how Atulya collects, uses, and discloses information in connection with the Services and is incorporated into these Terms by reference.

8. Intellectual Property

The Services, including all software, designs, content, documentation, and trademarks, are owned by Atulya or its licensors and are protected by U.S. and international intellectual property laws.

Subject to your compliance with these Terms and any applicable customer agreement, Atulya grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes during the term of your access.

Except for the limited license expressly granted in these Terms, no rights or licenses are granted by implication, estoppel, or otherwise. All rights not expressly granted are reserved by Atulya.

If you provide feedback, suggestions, or ideas regarding the Services ("Feedback"), Atulya may use that Feedback without obligation or compensation to you.

9. Fees and Payment

Fees, billing terms, and payment obligations are set forth in the applicable order form, statement of work, or master agreement between you and Atulya. If no such agreement exists, the Services may be provided on a trial or evaluation basis and Atulya may modify or terminate access at any time. Late payments may result in suspension of the Services where permitted by contract.

10. Confidentiality

Each party may receive non-public information from the other ("Confidential Information"). The receiving party will (a) use reasonable care to protect Confidential Information from unauthorized use or disclosure, (b) use Confidential Information only to perform obligations or exercise rights under the parties' agreements, and (c) limit access to Confidential Information to personnel and contractors with a need to know who are bound by confidentiality obligations at least as protective as those in these Terms.

This Section does not apply to PHI, which is governed exclusively by the applicable BAA.

11. Service Availability and Support

Service availability commitments and support obligations, if any, are set forth in the applicable order form, master service agreement, or service level agreement. In the absence of such an agreement, the Services are provided on an as-available basis without specific uptime commitments.

12. Data Export and Off-Boarding

Upon termination or expiration of your access to the Services, and subject to the terms of any applicable customer agreement and BAA, Atulya will, for a period of thirty (30) days following termination, provide reasonable assistance to enable the export of Customer Data in a commercially reasonable format. After that period, Atulya may delete Customer Data in accordance with the applicable BAA, customer agreement, and Atulya's data retention policies. Atulya may retain copies of Customer Data as required by law or as necessary for legitimate business purposes such as backups, audit, and dispute resolution.

13. Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED IN A WRITTEN AGREEMENT BETWEEN YOU AND ATULYA, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ATULYA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

ATULYA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS. ATULYA MAKES NO WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, OR APPROPRIATENESS OF ANY AI-GENERATED OUTPUT FOR ANY PARTICULAR PATIENT OR USE.

THE SERVICES ARE NOT MEDICAL DEVICES AND ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE OR MEDICAL CONDITION.

14. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUES, OR GOODWILL, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO ATULYA FOR THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED DOLLARS ($100) IF NO AMOUNTS HAVE BEEN PAID.

The limitations in this Section do not apply to: (a) a party's indemnification obligations; (b) breach of confidentiality obligations; (c) breach of the BAA or HIPAA obligations; (d) a party's gross negligence or willful misconduct; or (e) any liability that cannot be limited under applicable law.

15. Indemnification

By You. You agree to defend, indemnify, and hold harmless Atulya and its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) your use of the Services in violation of these Terms or applicable law, (b) your violation of any third-party right, including any intellectual property or privacy right, or (c) any clinical, medical, or care decision made by you or your personnel.

By Atulya. Atulya will defend you against any third-party claim alleging that the Services, when used as authorized under these Terms, infringe a U.S. patent, copyright, or trademark of that third party, and will indemnify you for damages finally awarded by a court of competent jurisdiction or agreed in settlement. Atulya's obligations under this paragraph do not apply to claims arising from (a) modifications to the Services not made by Atulya, (b) combination of the Services with other products or services not provided by Atulya, (c) Customer Data, or (d) use of the Services in violation of these Terms.

Process. The party seeking indemnification must promptly notify the indemnifying party in writing, give the indemnifying party sole control of the defense and settlement (provided that no settlement may impose obligations on the indemnified party without consent), and provide reasonable cooperation.

16. Suspension and Termination

Atulya may suspend or terminate your access to the Services for material breach of these Terms, security risk, suspected fraud or unlawful activity, legal or regulatory requirement, or non-payment, in accordance with the applicable customer agreement.

For material breach, the non-breaching party will provide written notice describing the breach, and the breaching party will have thirty (30) days to cure the breach before the non-breaching party may terminate, except in cases of security risk, suspected fraud, or threats to the integrity of the Services, where Atulya may suspend access immediately.

Upon termination, your right to access the Services ceases. Sections that by their nature should survive termination will survive, including Sections 7 (Customer Data and HIPAA), 8 (Intellectual Property), 10 (Confidentiality), 12 (Data Export), 13 (Disclaimer), 14 (Limitation of Liability), 15 (Indemnification), 17 (Apple App Store Terms, where applicable), and 19 (General).

17. Apple App Store Terms

The following additional terms apply if you obtained Atulya's iOS application from the Apple App Store. These terms are required by Apple and apply in addition to the rest of these Terms:

• Acknowledgment. These Terms are a binding agreement between you and Atulya only, and not with Apple Inc. ("Apple"). Atulya, not Apple, is solely responsible for the iOS application and its content.
• Scope of license. The license granted to you for the iOS application is limited to a non-transferable license to use the application on any Apple-branded products that you own or control and as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions, except that the application may be accessed and used by other accounts associated with you via Family Sharing or volume purchasing.
• Maintenance and support. Atulya is solely responsible for providing any maintenance and support services with respect to the iOS application. Apple has no obligation to furnish any maintenance or support services with respect to the application.
• Warranty. Atulya is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any) for the application to you. To the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the application.
• Product claims. Atulya, not Apple, is responsible for addressing any claims by you or any third party relating to the iOS application or your possession or use of it, including (a) product liability claims, (b) any claim that the application fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection, privacy, or similar legislation.
• Intellectual property. In the event of any third-party claim that the iOS application or your use of it infringes that party's intellectual property rights, Atulya, not Apple, is solely responsible for the investigation, defense, settlement, and discharge of that claim.
• Legal compliance. You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a "terrorist supporting" country, and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
• Third-party beneficiary. You acknowledge that Apple and Apple's subsidiaries are third-party beneficiaries of these Terms, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary.

18. Governing Law and Disputes

These Terms are governed by the laws of the State of Florida, without regard to its conflict-of-laws principles. Subject to any contrary terms in an applicable customer agreement, the parties consent to the exclusive jurisdiction of the state and federal courts located in Miami-Dade County, Florida, for any action arising out of or relating to these Terms.

If you have entered into a separate written agreement with Atulya that specifies governing law and venue, that agreement controls.

19. General

Entire agreement. These Terms, together with the Privacy Policy, any applicable BAA, and any applicable customer agreement, constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous understandings on the subject.

Order of precedence. In the event of conflict among these documents, the order of precedence is: (1) the BAA (with respect to PHI), (2) any signed customer agreement or order form, (3) these Terms, (4) the Privacy Policy.

Assignment. You may not assign or transfer these Terms or any rights or obligations under these Terms without Atulya's prior written consent. Atulya may assign these Terms in connection with a merger, acquisition, financing, reorganization, or sale of assets. Any attempted assignment in violation of this Section is void.

Subcontractors. Atulya may use subcontractors and subprocessors in providing the Services, subject to the privacy and security obligations described in the Privacy Policy and any applicable BAA.

Force majeure. Neither party will be liable for failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, governmental action, labor disputes, internet or utility failures, and pandemics.

Severability. If any provision of these Terms is held unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.

No waiver. Failure to enforce any provision of these Terms does not constitute a waiver of that provision.

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

Notices. Notices to Atulya must be sent to support@atulya.health. Atulya may provide notice to you by email to the address associated with your account or by posting in the Services.

20. Changes to Terms

We may modify these Terms from time to time. Updated versions will be posted on this page with a revised "Last updated" date. For material changes, we will provide additional notice through the Services or by email. Your continued use of the Services after the effective date of an update constitutes acceptance of the revised Terms.

21. Contact

Questions about these Terms can be sent to:

Atulya Health
support@atulya.health