HealingFactor Terms of Service

Last Updated: September 15, 2025

These Terms of Service (these "Terms") constitute a legal agreement between you and HealingFactor, Inc. ("HealingFactor," "we," "us," or "our"). These Terms specify the terms under which you may access and use our proprietary HIPAA-compliant medical transcription and note-taking platform that is made available to you as a web application (the "Platform").

PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING AND/OR USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS, AND THE TERMS AND CONDITIONS OF OUR PRIVACY POLICY (THE "PRIVACY POLICY"), WHICH IS HEREBY INCORPORATED INTO THESE TERMS 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 shall have the meaning set forth in our Privacy Policy.

1. Description of Platform and Services

HealingFactor provides a HIPAA-compliant medical transcription and note-taking platform designed for healthcare professionals. Our Platform enables secure recording, transcription, and documentation of patient encounters while maintaining strict compliance with healthcare data protection regulations.

The Platform includes the following core features:

Secure audio recording and transcription capabilities
AI-powered medical note generation including SOAP notes
Voice identification and speaker attribution services
EHR system integration and browser extension capabilities
Encrypted storage of Protected Health Information (PHI)
Multi-organization support for healthcare practices
Comprehensive audit logging and compliance monitoring
Integration with existing healthcare workflows
Machine learning model training and customization
Automated data transfer between Platform and EHR systems

2. Eligibility and Account Requirements

2.1 User Eligibility

The Platform is available only to:

Licensed healthcare professionals
Healthcare organizations and their authorized personnel
Individuals aged 18 years or older
Users who can legally enter into binding contracts

By accessing the Platform, you represent and warrant that you meet these eligibility requirements.

2.2 Account Creation and Management

To access the Platform, you must:

Create an account using secure authentication
Provide accurate and complete registration information
Maintain the confidentiality of your login credentials
Promptly notify us of any unauthorized account access
Accept and comply with our Business Associate Agreement (BAA)

You are fully responsible for all activities that occur under your account.

2.3 Business Associate Agreement

HIPAA COMPLIANCE NOTICE: By using our Platform to process Protected Health Information (PHI), you automatically enter into our Business Associate Agreement (BAA), which is incorporated into these Terms by reference. The BAA ensures HIPAA compliance and defines our respective obligations regarding PHI handling, security, and breach notification.

3. Permitted Use and Restrictions

3.1 License Grant

Subject to these Terms, HealingFactor grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for legitimate healthcare documentation purposes.

3.2 Prohibited Uses

You may not use the Platform to:

Process substance abuse treatment records (Part 2 Data) as defined by 42 CFR Part 2
Violate any applicable laws, regulations, or professional standards
Share login credentials with unauthorized individuals
Attempt to reverse engineer, decompile, or modify the Platform
Upload malicious code, viruses, or harmful software
Use the Platform for competitive analysis or to build competing services
Access PHI without proper authorization and justification
Circumvent security measures or audit controls
Create multiple accounts to avoid paying applicable fees or extend trial periods
Use automated means to scrape data from the Platform
Interfere with the proper operation of EHR integrations or browser extensions

3.3 Organization-Level Data Isolation

The Platform maintains strict organization-level data isolation. You may only access data belonging to your organization and cannot view or access information from other organizations using the Platform.

4. Data Handling and Security

4.1 Your Data Ownership and Platform Licenses

You retain ownership of all data you upload to the Platform ("Your Data"), including:

Patient Recordings: Audio/video recordings of patient sessions and related information
Voice ID: Voice identification profiles created from your recordings
Output: Medical documentation generated by processing Your Data through the Platform
Medical Records: Patient history, clinical findings, test results, and related documentation
Generated transcriptions and notes: All Platform-generated medical documentation
User account information: Personal and professional credentials
Organization settings and preferences: Platform configuration and workflow settings

You hereby grant HealingFactor a non-exclusive, worldwide, fully paid-up, royalty-free license to:

Use Your Data during the term of this Agreement to provide Platform services
Process Your Data for Platform improvement and analytics (with your consent)
Train AI/ML models to improve Platform accuracy and functionality (when implemented, with opt-in consent)
Access and integrate with your EHR systems as authorized
Create Voice ID profiles for speaker recognition and attribution

4.2 PHI Security Measures

We implement comprehensive security measures including:

Encryption: All PHI is encrypted using industry-standard encryption with secure key management
Access Controls: Role-based access control with workforce supervision requirements
Audit Logging: Comprehensive audit trails and application-level logging
Network Security: HTTPS enforcement and secure transmission protocols
Infrastructure Security: Secure cloud infrastructure with enterprise-grade security controls

4.3 Data Retention and Deletion

Standard Retention: Your Data is retained for the duration of your subscription
Extended Retention: You may configure extended retention periods up to 6 years for HIPAA compliance
Voice ID Retention: Voice identification data is stored until manually deleted by you
Learned Output: Medical documentation marked for AI training is retained until manually deleted
Patient Recording Options: Choose to delete recordings immediately after processing or retain according to your retention settings
Backup Systems: Data may persist in backup systems for up to 7 additional days after deletion
Complete Deletion: Upon account termination, we will assist with data export and permanent deletion

4.4 Geographic Data Processing

Your Data is processed and stored in the United States using secure cloud infrastructure. By using the Platform, you consent to this geographic processing arrangement.

5. Subscription Plans and Billing

5.1 Subscription Types

HealingFactor offers monthly and annual subscription plans with varying feature sets and usage limits. Current pricing and plan details are available on our website.

5.2 Payment Terms

Subscription fees are charged in advance
Payment is due immediately upon subscription activation
We use third-party payment processors who handle billing information securely
You must provide current, complete, and accurate billing information

5.3 Automatic Renewal and Cancellation

Subscriptions automatically renew unless cancelled at least 30 days before renewal
You may cancel your subscription through your account settings
No refunds are provided for unused portions of prepaid subscriptions
Access continues until the end of the current billing period after cancellation

5.4 Fee Changes

We may modify subscription fees with 30 days' advance notice. Continued use of the Platform after fee changes constitutes acceptance of the new pricing.

6. HIPAA Compliance and Legal Obligations

6.1 HIPAA Requirements

Our Platform is designed to meet HIPAA Security Rule and Privacy Rule requirements:

Administrative Safeguards: Security officer designation, workforce training, incident response procedures
Physical Safeguards: Certified data center security, workstation controls, device management
Technical Safeguards: Access controls, audit controls, integrity, transmission security

6.2 Breach Notification

In the event of a security incident involving PHI:

We will notify you within 72 hours of discovery
We will provide information necessary for you to meet HIPAA breach notification requirements
We maintain detailed incident response procedures and breach assessment protocols

6.3 Workforce Access Controls

The Platform includes comprehensive workforce management features:

Supervisor assignment and oversight requirements
Access justification and approval workflows
Regular access reviews and compliance monitoring
Immediate access termination capabilities

6.4 Business Associate Obligations

As your Business Associate, we:

Use and disclose PHI only as necessary to provide Platform services
Implement appropriate safeguards to protect PHI
Report any unauthorized PHI access or disclosure
Make PHI available for patient access requests as directed
Maintain documentation for HIPAA compliance audits

6. EHR Integration and Browser Extension

6.1 EHR System Access Authorization

By using Platform EHR integration features, you authorize HealingFactor to:

Access your EHR systems through secure integration methods
Read and scan the structure of your EHR system webpages
Automatically transfer Output from the Platform into your EHR systems
Collect PHI from your EHR systems to improve Platform services and prepare for future patient encounters
Use your EHR systems as though you were accessing them yourself

6.2 Browser Extension Terms

By downloading, installing, and/or using the HealingFactor Browser Extension, you agree to be bound by the terms and conditions set forth in the Browser Extension Terms and Conditions ("Browser Extension Terms") attached as Schedule A to these Terms of Service.

You acknowledge and agree that the Browser Extension Terms are in addition to the terms and conditions contained in these Terms of Service and our Business Associate Agreement. In the event of a conflict between these Terms of Service and the Browser Extension Terms, the Browser Extension Terms will control only in connection with the Browser Extension.

The Browser Extension Terms include comprehensive provisions regarding:

EHR system access rights and data collection permissions
Technical requirements and compatibility considerations
Security safeguards and compliance obligations
Performance disclaimers and liability limitations
Service termination and data handling procedures

6.3 Integration Responsibilities

You are solely responsible for:

Providing and maintaining the ability for our Platform to access your EHR systems
Ensuring you have the right to grant the access permissions described in this section
Obtaining appropriate patient consents for EHR data collection and processing
Providing appropriate disclosures about data collection to patients

6.4 Integration Limitations

We reserve the right to:

Modify integration methods to improve functionality or maintain compatibility
Discontinue integration features if EHR providers restrict access
Update browser extension functionality for security or performance improvements
Limit integration capabilities based on EHR vendor terms and technical constraints

7. Voice Processing and AI Training

7.1 Voice ID Processing

With your opt-in consent, we will:

Record your voice to create a voice identification profile ("Voice ID")
Store and use Voice ID to recognize your voice during audio processing
Assign speaker labels for attribution when creating medical documentation
Retain Voice ID until you manually delete it from your account

7.2 AI Model Training

When AI model training features are implemented in the Platform, and with your explicit opt-in consent:

We may use Your Data to train AI/ML models to improve Platform accuracy and functionality
Link your data with your customer ID for personalized model improvements
Use "Learned Output" (documentation you mark as examples) to customize Platform behavior
Continuously improve transcription accuracy and note generation quality
You will receive clear notification when AI training features become available
Opt-in consent will be required before any AI training features are activated
You maintain full control over participation and can opt-out at any time

7.3 Data Usage for Platform Improvement

We may use de-identified and aggregate data to:

Analyze Platform usage patterns and performance metrics
Develop new features and capabilities
Conduct research and publish findings (with all identifying information removed)
Improve overall Platform functionality and user experience

8. Intellectual Property Rights

8.1 Platform Ownership

HealingFactor retains all rights, title, and interest in:

The Platform software and technology
User interface designs and functionality
Proprietary algorithms and AI models
Trademarks, service marks, and branding
De-identified and aggregated usage data
Browser extension technology and integration methods
Voice processing and AI training technologies

8.2 Your Content Rights

You retain ownership of Your Data while granting us necessary licenses to:

Provide Platform services and functionality
Improve transcription accuracy and AI models (with your consent)
Generate anonymized analytics and usage statistics
Ensure platform security and compliance monitoring
Access and integrate with your EHR systems
Process voice recordings for speaker identification
Train AI models using your "Learned Output" (when implemented, with opt-in consent)

8.3 Feedback and Improvements

Any feedback, suggestions, or improvements you provide regarding the Platform may be used by HealingFactor without compensation or attribution.

9. Service Availability and Support

9.1 Service Levels

We strive to maintain high Platform availability but do not guarantee uninterrupted service. Our infrastructure includes:

Auto-scaling capabilities to handle traffic variations
Redundant systems and failover mechanisms
Regular maintenance windows with advance notice
EHR integration monitoring and troubleshooting

9.2 Support Services

We provide customer support through:

Email support during business hours
Knowledge base and documentation
Platform status updates and notifications
EHR integration assistance and troubleshooting

9.3 Planned Maintenance

We may perform scheduled maintenance that temporarily affects Platform availability. We will provide reasonable advance notice of planned maintenance windows.

10. Disclaimers and Limitations of Liability

10.1 Medical Disclaimer

IMPORTANT: THE PLATFORM IS A DOCUMENTATION TOOL ONLY. IT IS NOT INTENDED TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE OR HEALTH CONDITION. YOU ARE SOLELY RESPONSIBLE FOR ALL MEDICAL DECISIONS AND TREATMENT RECOMMENDATIONS. ALWAYS REVIEW AND VERIFY ALL GENERATED CONTENT FOR ACCURACY AND COMPLETENESS.

10.2 Service Disclaimer

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED OPERATION.

EHR INTEGRATION DISCLAIMER: WE DO NOT WARRANT THAT EHR INTEGRATION WILL BE UNINTERRUPTED OR ERROR-FREE. WE ARE NOT RESPONSIBLE FOR EHR SYSTEM AVAILABILITY, COMPATIBILITY CHANGES, OR RESTRICTIONS IMPOSED BY EHR VENDORS.

10.3 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HEALINGFACTOR'S TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE GREATER OF:

$1,000; OR
The TOTAL FEES PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM

WE SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING LOST PROFITS, DATA LOSS, OR BUSINESS INTERRUPTION.

EHR INTEGRATION LIABILITY LIMITATION: WE SHALL NOT BE LIABLE FOR YOUR INABILITY TO ACCESS OR USE EHR INTEGRATIONS IF YOUR EHR PROVIDER RESTRICTS OR PROHIBITS THE ACCESS RIGHTS GRANTED UNDER THESE TERMS.

10.4 Professional Responsibility

You remain solely responsible for:

Verifying the accuracy of all generated transcriptions and notes
Ensuring compliance with applicable medical and legal standards
Obtaining proper patient consents for recording and documentation
Making independent medical judgments and treatment decisions
Ensuring you have authority to grant EHR access rights described in these Terms
Providing appropriate patient disclosures about data collection and processing

11. Indemnification

You agree to indemnify, defend, and hold HealingFactor harmless from any claims, damages, losses, or expenses (including attorney fees) arising from:

Your use or misuse of the Platform
Your violation of these Terms or applicable laws
Your breach of patient confidentiality or professional obligations
Any third-party claims related to Your Data or PHI handling
Your breach of EHR vendor terms or unauthorized EHR system access
Claims arising from your failure to obtain proper patient consents for EHR data collection
Violations of professional licensing requirements or healthcare regulations

12. Data Protection and Privacy

11.1 Privacy Practices

Our data handling practices are governed by our Privacy Policy, which details:

Types of information we collect
How we use and protect your information
Your rights regarding personal data
Cookie and tracking technology usage

11.2 International Data Transfers

If you access the Platform from outside the United States, you consent to the transfer and processing of your data in the United States, where privacy laws may differ from your jurisdiction.

11.3 California Privacy Rights

California residents have specific rights under the CCPA, including the right to know what personal information we collect and how it's used. Contact us for more information about exercising these rights.

13. Term and Termination

12.1 Agreement Term

These Terms remain effective until terminated by either party in accordance with the termination provisions below.

12.2 Termination Rights

Either party may terminate this Agreement:

With 30 days' written notice for convenience
Immediately for material breach that remains uncured for 30 days after notice
Immediately if the other party becomes insolvent or files for bankruptcy

12.3 Effect of Termination

Upon termination:

Your access to the Platform will cease
You may export Your Data within 30 days of termination
We will permanently delete Your Data after the export period expires
Provisions regarding data protection, indemnification, and dispute resolution survive termination

12.4 Emergency Termination

We may immediately suspend or terminate access in cases of:

Security incidents or suspected unauthorized access
HIPAA violations or compliance failures
Illegal activity or harm to other users
Non-payment of subscription fees

14. Dispute Resolution

13.1 Binding Arbitration

Any disputes arising from these Terms will be resolved through binding arbitration rather than court proceedings, except for claims eligible for small claims court.

13.2 Arbitration Procedures

Arbitration will be conducted under JAMS rules and procedures
Arbitration location will be in the county where you reside
Each party bears their own arbitration costs and fees
The arbitrator's decision is final and binding

13.3 Class Action Waiver

YOU AGREE THAT DISPUTES WILL BE ARBITRATED ON AN INDIVIDUAL BASIS ONLY. YOU WAIVE ANY RIGHT TO PARTICIPATE IN CLASS ACTION LAWSUITS OR CLASS-WIDE ARBITRATION.

13.4 Injunctive Relief

Nothing in this section prevents either party from seeking injunctive relief to protect intellectual property rights or confidential information.

15. Governing Law and Jurisdiction

These Terms are governed by the laws of Delaware without regard to conflict of law principles. For any disputes not subject to arbitration, you consent to the exclusive jurisdiction of state and federal courts in Delaware.

16. Miscellaneous Provisions

15.1 Entire Agreement

These Terms, together with the Privacy Policy and BAA, constitute the entire agreement between you and HealingFactor regarding the Platform.

15.2 Severability

If any provision of these Terms is found unenforceable, the remaining provisions will continue in full force and effect.

15.3 Assignment

You may not assign these Terms without our written consent. We may assign these Terms to any affiliate or successor entity.

15.4 Force Majeure

Neither party will be liable for delays or failures due to circumstances beyond their reasonable control, including natural disasters, government actions, or internet service interruptions.

15.5 Notice Requirements

All notices must be in writing and delivered to the addresses specified in your account or our website contact information.

15.6 No Waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.

17. Contact Information

For questions about these Terms or the Platform, contact us at:

HealingFactor, Inc.
Email: support@healingfactor.tech

For HIPAA-related inquiries or to report security incidents:
Email: legal@healingfactor.tech

By using the HealingFactor Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.