These Platform Terms of Use ("Terms") constitute a binding agreement between you ("you" or "your") and Brightwood Apps LLC ("Brightwood Apps," "Heardwell," "we," "us," or "our") governing your access to and use of the Heardwell proprietary mobile and web software platform, related websites, and any written or electronic documentation made available by us (collectively, the "Platform"). By accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy (the "Agreement"). If you do not agree, do not use the Platform.
If you accept these Terms on behalf of a clinic, practice, or other legal entity, you represent that you have authority to bind that entity and that "you" will refer to the entity.
1. Right to Access and Use the Platform
During the Term (defined below) we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right for your authorized clinicians and staff ("Authorized Users") to access and use the Platform solely for your internal clinical and administrative purposes and in accordance with all applicable laws, including HIPAA. All rights not expressly granted are reserved by Brightwood Apps.
You shall not (and shall not permit anyone to): reverse-engineer, copy, modify, resell, or create derivative works of the Platform; use it to build a competing product; introduce malicious code; or circumvent security or usage limits.
2. Authorized Users and Accounts
Each Authorized User must create and maintain individual credentials (e-mail and password, plus any multi-factor requirements). Credentials may not be shared. You are responsible for all activity under your accounts and must promptly notify us of any unauthorized access. We may suspend or terminate access that we reasonably believe compromises security or violates these Terms.
3. Use of Personal Information & HIPAA
Heardwell processes Protected Health Information ("PHI") only as a Business Associate to Covered Entities under HIPAA. PHI is held in memory only during transcription and note-generation, transmitted via TLS 1.2+ to the clinician's device, and is not written to persistent storage on our servers. Logs are scrubbed of PHI. See our Privacy Policy for full details on how we collect, use, and protect personal information.
A separate Business Associate Agreement ("BAA") between Brightwood Apps LLC and each Covered Entity governs HIPAA-regulated data and is incorporated by reference.
4. Ownership
As between the parties, Brightwood Apps owns all right, title, and interest in the Platform, including all intellectual-property rights, improvements, and derivatives. You retain all rights in transcripts and structured notes generated from your own audio recordings ("Your Data"). We receive no ownership in Your Data. You grant us a limited right to process Your Data solely to provide and improve the Platform, comply with law, and enforce these Terms.
5. Fees and Payment
Unless your order form or separate subscription agreement states otherwise, Heardwell is a paid subscription service billed in accordance with the pricing plan presented at the time of purchase. You are responsible for all applicable taxes. Overdue amounts may accrue interest at 1.5% per month (or the maximum rate permitted by law) and may result in suspension of access until payment is received.
6. Representations and Warranties
You represent and warrant that (a) you have full power and authority to enter into the Agreement; (b) your and your Authorized Users' use of the Platform will comply with all laws and professional obligations; and (c) you will not upload, transmit, or otherwise make available to the Platform any material that infringes any third-party right or is unlawful.
7. Medical Responsibility Disclaimer
Heardwell does not provide medical advice or clinical decision support. The Platform converts clinician-supplied audio into draft text and structured notes for convenience only. You remain solely responsible for reviewing, validating, and, where necessary, correcting all content before it is placed in any patient record or relied upon for diagnosis or treatment.
8. Warranty Disclaimer
THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT IT WILL MEET YOUR REQUIREMENTS.
9. Indemnification
You will indemnify and hold Brightwood Apps and its officers, directors, and employees harmless from any losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from (a) Your Data; (b) your or any Authorized User's breach of these Terms or violation of law; or (c) any allegation that Your Data infringes or misappropriates any intellectual-property, privacy, or other right of a third party.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID BY YOU TO US FOR THE PLATFORM IN THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
11. Term and Termination
These Terms take effect when you first access the Platform and, unless terminated earlier, continue for the subscription period you select (the "Term") and any renewal terms. Either party may terminate for material breach with thirty (30) days' written notice if the breach is not cured. We may also suspend or terminate access immediately if required by law or to protect the security or integrity of the Platform. Upon termination, your rights under Section 1 cease and, on written request made within thirty (30) days, we will provide a one-time export of any remaining Your Data in our possession, after which it will be deleted in accordance with our data-retention policies.
12. Changes to the Platform or Terms
We may update the Platform or these Terms from time to time. Material changes will be posted in-app or on our website. Continued use after an update constitutes acceptance of the revised Terms. If you disagree with the changes, you must stop using the Platform.
13. Dispute Resolution; Binding Arbitration
Any dispute arising out of or relating to these Terms or the Platform that the parties cannot resolve informally will be finally settled by binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules. The arbitration will be conducted in Morris County, New Jersey, unless the parties agree otherwise, and judgment on the award may be entered in any court of competent jurisdiction. Either party may seek injunctive relief in court to protect its intellectual-property rights.
13.1 Class-Action Waiver
Disputes will be resolved only on an individual basis; class, collective, and representative actions are not permitted.
14. Governing Law and Venue
These Terms are governed by the laws of the State of New Jersey, without regard to its conflict-of-laws principles. Subject to the arbitration provision above, the parties consent to the exclusive jurisdiction of the state and federal courts located in Morris County, New Jersey for all suits not subject to arbitration.
15. Miscellaneous
You may not assign these Terms without our prior written consent; any attempted assignment in violation is void. If any provision is held invalid, the remaining provisions will remain in full force. Our failure to enforce any provision will not constitute a waiver. These Terms (together with any BAA, order form, and the Privacy Policy) constitute the entire agreement between the parties regarding the Platform and supersede all prior agreements or understandings.
Schedule A – Business Associate Agreement
If you are a Covered Entity or another Business Associate under HIPAA, the parties shall enter into a separate BAA. In the event of conflict between these Terms and the BAA, the BAA controls with respect to PHI.
Contact
Brightwood Apps LLC
62 Rookwood Terrace, Morris Plains, NJ 07950
admin@brightwoodapps.com | 973-769-5622
© 2025 Brightwood Apps LLC. All rights reserved.