Terms of Service

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These Platform Terms of Use (these “Terms of Use”) are a legal agreement between you and Brightwood Apps LLC d/b/a Heardwell (“Heardwell,” “we,” “us,” or “our”). These Terms of Use specify the terms under which you may access and use our proprietary software‑as‑a‑service platform that is made available to you as a web application and/or a mobile application (the “Platform”).

PLEASE READ THESE TERMS OF USE CAREFULLY. BY ACCESSING AND/OR USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS OF USE, AND THE TERMS AND CONDITIONS OF OUR PRIVACY POLICY (THE “PRIVACY POLICY”), WHICH IS HEREBY INCORPORATED INTO THESE TERMS OF USE AND MADE A PART HEREOF BY REFERENCE (COLLECTIVELY, THE “AGREEMENT”). IF YOU DO NOT AGREE TO ANY OF THE TERMS IN THIS AGREEMENT, THEN PLEASE DO NOT USE THE PLATFORM.

If you accept or agree to the Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the Agreement and, in such event, “you” and “your” will refer and apply to that company or other legal entity.

We reserve the right, at our sole discretion, to modify, discontinue, or terminate the Platform, or to modify the Agreement, at any time and without prior notice. If we modify the Agreement, we will post the modification on the Platform. By continuing to access or use the Platform after we have posted a modification on the Platform, you are indicating that you agree to be bound by the modified Agreement. If the modified Agreement is not acceptable to you, your only recourse is to cease using the Platform.

THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.

Capitalized terms not defined in these Terms of Use shall have the meaning set forth in our Privacy Policy.

1. Right to Access and Use the Platform

Subject to the terms and conditions of this Agreement, Heardwell grants you during the Term a limited, non‑exclusive, non‑transferable, non‑sublicensable, revocable right to authorize your Authorized Users to access and use the Platform solely for your internal business purposes.

You will not (and will not authorize, permit, or encourage any third party to):

1. reverse‑engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Platform;
2. modify, adapt, translate, or create derivative works of the Platform or any portion thereof;
3. make any copies of the Platform or any component thereof except for routine archival or back‑up purposes;
4. resell, distribute, lease, lend, or sublicense the Platform or any component thereof;
5. remove, alter, or obscure any proprietary markings or restrictive legends placed on the Platform;
6. use the Platform or any component thereof in violation of any applicable law, in order to build a competitive product or service, or for any purpose not expressly permitted in this Agreement;
7. introduce, post, or upload to the Platform any virus, worm, “black door,” Trojan horse, or similar harmful code;
8. save, store, or archive any portion of the services (including any data contained therein) outside the Platform other than outputs generated through the intended functionality of the Platform without our prior written permission;
9. use the Platform in connection with a service bureau, timeshare, service provider, or like activity whereby you operate the Platform for the benefit of a third party; or
10. circumvent, disable, or otherwise interfere with any security‑related features or usage limits of the Platform.

If you violate this Section, Heardwell may immediately suspend or terminate your access to the Platform without notice. Heardwell also reserves the right to modify, discontinue, or remove any feature, function, or content of the Platform at any time without liability to you.

2. Authorized Users

Your employees and contractors who access and use the Platform on your behalf are referred to herein as “Authorized Users.” Each Authorized User must create unique Login Credentials consisting of an email address and password. Login Credentials may not be shared or reused and must be kept confidential. You agree to ensure that all Authorized Users use strong, unique passwords and, where prompted, multi‑factor authentication.

You are fully responsible for all activities (including any misuse) that occur under your and your Authorized Users’ accounts. You will: (a) immediately notify us of any unauthorized use or security breach; (b) promptly deactivate or reassign Login Credentials when an Authorized User leaves your organization or no longer requires access; and (c) ensure that all Authorized Users comply with this Agreement. We may disable any account or credential if we believe it is being misused or compromised.

3. Trials

We may make the Platform available to you and your Authorized Users on a free‑trial basis for the number of visits or duration specified when you sign up (the “Trial Period”). Trial access is provided solely so you can evaluate the Platform and decide whether to purchase a Subscription. During the Trial Period you may not use the Platform for commercial, professional, revenue‑generating, or competitive purposes.

We reserve the right in our sole discretion to terminate or suspend your or any Authorized User’s trial access at any time. You may cancel the Trial at any time during the Trial Period by providing written notice to us. Unless you purchase a Subscription before the end of the Trial Period, your access will automatically terminate when the Trial Period expires.

DURING THE TRIAL PERIOD THE PLATFORM IS PROVIDED “AS IS” WITHOUT ANY WARRANTIES, INDEMNITIES, SUPPORT OBLIGATIONS, OR LIABILITY OF ANY KIND. YOUR USE OF THE PLATFORM DURING THE TRIAL IS ENTIRELY AT YOUR OWN RISK.

5. Use of Personal Information

Your use of the Platform may involve the transmission to us of certain personal information. Our policies with respect to the collection and use of such personal information are governed according to our Privacy Policy, which is incorporated herein by reference.

6. Ownership

The Platform contains material, such as software, text, graphics, images, sound recordings, audiovisual works, and other material provided by or on behalf of Heardwell (collectively, the “Content”). For the avoidance of doubt, Content shall not include Your Data. The Content is protected under United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws.

You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement. No other use is permitted without our prior written consent. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. If you violate any part of this Agreement, your permission to access and/or use the Content and the Platform automatically terminates and you must immediately destroy any copies of the Content.

The trademarks, service marks, and logos of Heardwell (the “Heardwell Trademarks”) used and displayed on the Platform are registered and unregistered trademarks or service marks of Heardwell. Other company, product, and service names located on the Platform may be trademarks or service marks owned by others (collectively with Heardwell Trademarks, the “Trademarks”). Nothing on the Platform should be construed as granting any license or right to use the Trademarks without our prior written permission for each such use.

Elements of the Platform are protected by trade dress, trademark, unfair competition, and other laws and may not be copied or imitated in whole or in part by any means, including the use of framing or mirrors. None of the Content may be retransmitted without our express written consent for each and every instance.

7. Your Data; Usage Data; De‑Identified Data; Aggregate Data; and Output

For purposes of this Agreement:

• “Your Data” means (i) any data and information that you or your Authorized Users submit to or through the Platform, including, without limitation, Medical Records, Patient Recordings, and personal information of Authorized Users; (ii) Voice ID; and (iii) Output (including any Learned Output).
• “Patient Recordings” means (a) the audio and/or video recordings of sessions between you (or your Authorized Users) and a patient (and any participants) that you upload to the Platform and (b) any related notes or data collected during such sessions that you upload to the Platform.
• “Medical Records” means any and all data, documents, or records about a patient’s history, clinical findings, diagnostic results, medications, therapies, or reports.
• “Protected Health Information” or “PHI” has the meaning set forth in HIPAA.
• “Usage Data” means data we automatically collect about how you and your Authorized Users access and use the Platform, including timestamps, pages viewed, feature usage, and performance metrics.
• “Output” means the documentation generated by processing Your Data through the Platform, including any edits, updates, or modifications thereto.

As between the parties, Heardwell owns all right, title, and interest in and to the Platform, the De‑Identified Data, the Usage Data, and any anonymous aggregated datasets derived from the foregoing ("Aggregate Data"), including all improvements and intellectual‑property rights therein.

You own all right, title, and interest in and to Your Data and Output. You hereby grant Heardwell a non‑exclusive, worldwide, royalty‑free license (with the right to sublicense) to reproduce, use, store, modify, perform, display, and distribute Your Data (a) to operate, maintain, and improve the Platform; (b) for our internal analytics and business purposes; and (c) subject to your opt‑in settings, to train and fine‑tune our artificial‑intelligence and machine‑learning models.

Heardwell may create De‑Identified Data in accordance with 45 CFR § 164.514 and may use and disclose such De‑Identified Data and Aggregate Data for any purpose. Any PHI contained in Your Data will be processed in accordance with the Business Associate Agreement (Schedule A).

8. Retention of Your Data and Patient Recordings

You have options in the Platform settings to manage retention of Patient Recordings and other Data, including deleting recordings immediately after processing or storing them for the term of this Agreement. Except as set forth in Section 18, after your selected retention period we will delete Your Data, subject to limited retention in backups.

9. Fees

Access to the Platform requires purchase of a monthly or annual subscription (each, a “Subscription”). The applicable subscription fees (the “Subscription Fees”) are disclosed at sign‑up and are billed in advance via our third‑party payment processor. BY PROVIDING A PAYMENT METHOD YOU AUTHORIZE HEARDWELL (OR OUR PAYMENT PROCESSOR) TO CHARGE ALL SUBSCRIPTION FEES AND APPLICABLE TAXES TO THAT PAYMENT METHOD ON A RECURRING BASIS UNTIL YOU CANCEL.

You must provide current, complete, and accurate billing information and promptly update all information to keep your payment method valid (for example, a change in billing address, credit‑card number, or expiration date). You must promptly notify us if your payment method is canceled (e.g., due to loss or theft) or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your username or password.

Your Subscription will automatically renew at the then‑current rate unless you cancel through your account dashboard or by emailing support@heardwell.ai at least twenty‑four (24) hours before the end of the current billing cycle. Subscription Fees are non‑refundable except as required by law. We may change our pricing or add new fees by posting an update on the Platform or otherwise notifying you; fee changes will apply to the next renewal term.

10. Platform Rules

When accessing or using the Platform, you and your Authorized Users agree that you will not:

• use the Platform for any unlawful, fraudulent, or malicious purpose;
• access or use the Platform to collect market research for a competing business;
• upload, post, email, transmit, or otherwise make available any content that (a) infringes any copyright, trademark, right of publicity, or other proprietary right; (b) is defamatory, obscene, pornographic, sexually explicit, invasive of another’s privacy, promotes violence, or contains hate speech; or (c) constitutes unsolicited or unauthorized advertising;
• impersonate any person or entity or misrepresent your affiliation with any person or entity;
• decompile, reverse‑engineer, or disassemble any software or other components of the Platform;
• cover, obscure, block, or otherwise interfere with security features or advertisements on the Platform;
• circumvent, remove, alter, deactivate, degrade, or thwart any of the protections built into the Platform;
• create multiple accounts to obtain additional free trials or otherwise avoid paying applicable fees;
• use automated means (including spiders, robots, crawlers, or data‑mining tools) to download or scrape data from the Platform, except for public search engines and non‑commercial public archives that comply with our robots.txt file;
• take any action that imposes (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure;
• interfere with or attempt to interrupt the proper operation of the Platform through the introduction of viruses, denial‑of‑service attacks, or any other harmful code or activity; or
• attempt to gain unauthorized access to any part of the Platform, other users’ data, or Heardwell’s systems or networks.

We reserve the right, in our sole discretion, to suspend or terminate access for any user who violates these Platform Rules.

11. Age Restrictions

The Platform is available only to individuals aged 18 years or older. By using the Platform, you represent that you are at least 18 years old.

12. Feedback

We welcome and encourage feedback regarding the Platform (“Feedback”). You agree that Heardwell may use and disclose any Feedback for any purpose without compensation or attribution.

13. No Warranties; Limitation of Liability

THE PLATFORM, THE CONTENT, AND OUR SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND HEARDWELL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF NON‑INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, OR UNINTERRUPTED OPERATION. TO THE EXTENT THAT HEARDWELL MAY NOT DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER APPLICABLE LAW.

IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON‑LAW TORT CLAIMS, HEARDWELL SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION. ANY DIRECT DAMAGES SHALL BE LIMITED TO THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE TOTAL FEES PAID BY YOU TO HEARDWELL IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

14. External Sites

The Platform may contain links to third‑party websites (“External Sites”). These links are provided for convenience and do not constitute endorsement. We are not responsible for the content of any External Sites.

15. Representations and Warranties

You represent and warrant that you have all rights and consents necessary to provide Your Data and that you will not provide Part 2 Data through the Platform.

16. Indemnification

You will indemnify, defend, and hold harmless Heardwell, its affiliates, and their respective officers, directors, employees, agents, and representatives from and against any and all losses arising from (i) your breach of this Agreement; (ii) misuse of the Platform, Output, or Content; (iii) negligence or willful misconduct; or (iv) violation of any third‑party right.

17. Compliance with Applicable Laws

The Platform is based in the United States. If you access the Platform from outside the United States, you do so at your own risk and are responsible for compliance with local laws.

18. Term; Termination

Your right to access the Platform commences upon acceptance of these Terms and continues for the duration of your subscription plan (the “Term”). The Term automatically renews unless either party gives thirty (30) days’ notice of non‑renewal. We may suspend or terminate your access at any time. Sections 5‑8 and 10‑22 survive termination.

19. Binding Arbitration

Any dispute arising under or relating to this Agreement will be finally and exclusively resolved by binding arbitration governed by the Federal Arbitration Act and administered by JAMS, as described in detail in this Section.

20. Class Action Waiver

You agree that any arbitration or proceeding shall be limited to disputes between Heardwell and you individually. Class, representative, or collective actions are prohibited.

21. Equitable Relief

You acknowledge that a breach of Heardwell’s intellectual‑property rights would cause irreparable harm, entitling Heardwell to injunctive relief.

22. Controlling Law; Exclusive Forum

This Agreement and any action related thereto will be governed by the laws of the State of California without regard to its conflict‑of‑laws provisions. The parties consent to the exclusive jurisdiction of the state and federal courts located in California for suits arising out of this Agreement.

23. Miscellaneous

You may not assign any of your rights or obligations under these Terms without Heardwell’s prior written consent. Our failure to enforce any provision will not constitute a waiver. Except as expressly agreed in writing, this Agreement constitutes the entire agreement between you and Heardwell with respect to the Platform. Section headings are for convenience only.

Copyright 2025 Brightwood Apps LLC. All rights reserved.

Schedule A – Business Associate Agreement

This Business Associate Agreement (“BAA”) is by and between Brightwood Apps LLC d/b/a Heardwell (“Business Associate”) and you or the entity you represent (“Covered Entity”) and is effective as of the Effective Date.

WHEREAS, the parties have entered into the Terms of Use pursuant to which the Business Associate will provide certain services to, for, or on behalf of Covered Entity involving the use or disclosure of Protected Health Information (“PHI”), and pursuant to such Terms of Use, Business Associate may be considered a “business associate” of Covered Entity; and

WHEREAS, Covered Entity and Business Associate intend to protect the privacy and provide for the security of PHI disclosed to Business Associate pursuant to the Terms of Use in compliance with the Health Insurance Portability and Accountability Act of 1996, Public Law 104‑191 (“HIPAA”), the Standards for Privacy of Individually Identifiable Health Information at 45 CFR §§ 160 and 164 (the “HIPAA Rules”), and the Health Information Technology for Economic and Clinical Health Act of 2009 (the “HITECH Act”), each as amended; and

WHEREAS, the purpose of this BAA is to satisfy certain standards and requirements of the HIPAA Rules and the HITECH Act.

NOW, THEREFORE, in consideration of the mutual promises below and the exchange of information pursuant to this BAA, the parties agree as follows:

1. Definitions

Capitalized terms used but not otherwise defined in this BAA shall have the meanings given in 45 CFR Parts 160, 162, and 164, or the HITECH Act.

2. Obligations of Business Associate

a. Permitted Uses and Disclosures. Business Associate may Use or Disclose PHI as necessary to perform the services set forth in the Terms of Use, as permitted under this BAA, or as Required by Law. Business Associate may de‑identify PHI in accordance with 45 CFR § 164.514(a)‑(c) and may Use or Disclose such De‑identified Data for any purpose.

b. Nondisclosure. Business Associate shall not Use or further Disclose PHI other than as permitted or required by this BAA.

c. Safeguards. Business Associate shall implement appropriate administrative, technical, and physical safeguards to prevent Use or Disclosure of PHI other than as provided for by this BAA.

d. Reporting & Mitigation. Business Associate shall report to Covered Entity any Use or Disclosure of PHI not provided for by this BAA of which it becomes aware and shall mitigate, to the extent practicable, any harmful effect of such improper Use or Disclosure.

e. Agents & Subcontractors. Business Associate shall ensure that any subcontractors to whom it provides PHI agree to the same restrictions and conditions that apply to Business Associate with respect to such PHI.

f. Access, Copies, and Accounting. Business Associate shall make PHI available to Covered Entity (or, at Covered Entity’s direction, to an Individual) as necessary to satisfy Covered Entity’s obligations under 45 CFR §§ 164.524 and 164.528 and shall incorporate any amendments to PHI in a Designated Record Set pursuant to 45 CFR § 164.526.

g. Internal Practices. Business Associate shall make its internal practices, books, and records relating to the Use and Disclosure of PHI available to the Secretary for purposes of determining Covered Entity’s compliance with HIPAA.

h. Notification of Breach. Business Associate shall notify Covered Entity within ten (10) days of discovering any Breach of Unsecured PHI and provide information necessary for Covered Entity to comply with Section 13402 of the HITECH Act.

i. Minimum Necessary. Business Associate shall limit PHI to the minimum necessary to accomplish the intended purpose of the Use, Disclosure, or request.

3. Obligations of Covered Entity

a. Covered Entity shall use appropriate safeguards to maintain the confidentiality and security of PHI transmitted to Business Associate until such PHI is received by Business Associate.

b. Covered Entity shall provide Business Associate with its notice of privacy practices, any changes thereto, and any restrictions or revocations affecting PHI that may impact Business Associate’s permitted Uses or Disclosures.

4. Term and Termination

a. Term. This BAA is effective as of the Effective Date and shall terminate when all PHI provided to Business Associate, or created or received by Business Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity, or when protections are extended as described herein because return or destruction is infeasible.

b. Material Breach. A material breach of this BAA by either party constitutes a material breach of the Terms of Use if not cured within thirty (30) days after written notice.

c. Judicial or Administrative Proceedings. Either party may terminate this BAA immediately if the other party is named as a defendant in a criminal proceeding for a HIPAA violation or there is a finding of a HIPAA violation in a civil or administrative proceeding.

d. Effect of Termination. Upon termination, Business Associate shall return or destroy all PHI, unless infeasible, in which case protections of this BAA shall continue for so long as Business Associate retains the PHI.

5. Amendment

The parties agree to take such action as is necessary to amend this BAA to comply with changes in applicable law, including HIPAA, the HIPAA Rules, and the HITECH Act. Either party may terminate this BAA on thirty (30) days’ written notice if the other party does not promptly enter into such an amendment when requested.

6. No Third‑Party Beneficiaries

Nothing in this BAA is intended to confer any rights, remedies, or obligations upon any person other than the parties and their respective successors and assigns.

7. Effect on Terms of Use

Except as specifically required to implement the purposes of this BAA, or as otherwise inconsistent with this BAA, the Terms of Use remain in full force and effect.

8. Interpretation

This BAA shall be interpreted as broadly as necessary to comply with HIPAA and other applicable laws concerning PHI. Any ambiguity shall be resolved to permit such compliance.

9. Regulatory References

A reference in this BAA to a section in the HIPAA Rules or the HITECH Act means the section as in effect or as amended, and for which compliance is required.