Terms of Service

These Terms of Service (the “Terms”) are a binding agreement between Convey, Inc. (“Convey,” “we,” “us,” or “our”) and the organization or individual that accesses or uses our services (“you,” “Customer,” or “User”). By creating an account, accessing, or using the Service, you agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization, and “you” refers to that organization.

Please read these Terms carefully. They include important provisions that limit our liability and govern how disputes are resolved. If you do not agree to these Terms, you may not access or use the Service.

1. Definitions

• “Service”means Convey’s Unified Health Exchange platform, including the Convey Connect web and mobile applications, application programming interfaces, and any related products, features, and documentation we make available.
• “Authorized User”means an individual whom Customer permits to access the Service under Customer’s account, such as a clinician, staff member, or administrator.
• “Customer Data” means all data, records, and content that Customer or its Authorized Users submit to or generate through the Service.
• “Protected Health Information” or “PHI” has the meaning given under the Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations (“HIPAA”).

2. Eligibility and Accounts

You must be at least 18 years old and capable of forming a binding contract to use the Service. The Service is intended for use by healthcare organizations and their Authorized Users, and is not directed to the general public or to patients as a primary user.

2.1 Account registration and authentication

Access to the Service requires an account. Authentication may be provided through a third-party identity provider. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You agree to notify us promptly of any unauthorized access or suspected breach.

2.2 Authorized Users

Customer is responsible for its Authorized Users’ compliance with these Terms, for provisioning and de-provisioning access appropriately, and for ensuring that access aligns with each individual’s role and the principle of least privilege.

3. The Service

Convey provides software that lets care teams assemble, view, and securely share a unified, patient-centered record across providers, electronic health record systems, and organizations, including messaging, data sharing, and partner-network handoffs. We may modify, enhance, or discontinue features of the Service from time to time. We will use commercially reasonable efforts to provide reasonable notice of material adverse changes.

4. Customer Responsibilities

• comply with all applicable laws, regulations, and professional and ethical obligations in connection with your use of the Service;
• obtain and maintain all consents, authorizations, and legal bases required to collect, use, and share Customer Data and PHI through the Service;
• ensure the accuracy of information you submit and the appropriateness of any data you share with other organizations or Authorized Users; and
• maintain your own systems, devices, and networks used to access the Service in a secure manner.

5. Protected Health Information and HIPAA

To the extent Convey creates, receives, maintains, or transmits PHI on behalf of a Customer that is a HIPAA covered entity or business associate, Convey acts as a Business Associate, and the parties’ respective obligations with respect to PHI are governed by a separate Business Associate Agreement (“BAA”). In the event of a conflict between the BAA and these Terms with respect to PHI, the BAA controls. Customer is responsible for ensuring that an executed BAA is in place before transmitting PHI through the Service.

6. Patient Data and Data Ownership

As between you and Convey, you and the applicable patients retain all right, title, and interest in and to Customer Data. Convey claims no ownership of Customer Data. You grant Convey a limited, non-exclusive license to host, process, transmit, display, and otherwise use Customer Data solely as necessary to provide and support the Service, to comply with law, and as otherwise permitted by the BAA and our Privacy Policy. Convey is committed to a patient-owned model in which data is portable and exportable.

7. Privacy

Our collection and use of information in connection with the Service is described in our Privacy Policy. Your use of the Service is also subject to that policy.

8. Acceptable Use

You agree that you will not, and will not permit any User to:

• access, use, or share data without proper authorization or a valid treatment, payment, or healthcare-operations purpose;
• use the Service to violate any law or any third party’s privacy or other rights;
• upload malicious code, attempt to gain unauthorized access to the Service or its systems, or interfere with its operation or security;
• reverse engineer, decompile, or attempt to derive source code from the Service, except to the extent permitted by law;
• resell, sublicense, or use the Service to build a competing product; or
• remove or obscure any proprietary notices, or misrepresent your identity or affiliation.

9. Third-Party Services and Integrations

The Service may interoperate with third-party services, including electronic health record systems, identity providers, and other integrations. We are not responsible for third-party services, and your use of them may be subject to their own terms. Your use of an integration is at your discretion and risk.

10. Fees and Payment

Certain features of the Service may require payment of fees. If you subscribe to a paid plan, you agree to pay all applicable fees as described at the time of purchase. Except as required by law or expressly stated, fees are non-refundable. We may change fees on reasonable prior notice, effective at the start of your next billing term.

11. Intellectual Property

The Service, including all software, content, and trademarks (other than Customer Data), is owned by Convey or its licensors and is protected by intellectual-property laws. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the term. All rights not expressly granted are reserved.

11.1 Feedback

If you provide suggestions or feedback about the Service, you grant Convey a perpetual, irrevocable, royalty-free license to use it without restriction or obligation to you.

12. Confidentiality

Each party may have access to the other’s confidential information. The receiving party will use such information only to perform under these Terms and will protect it with at least reasonable care. This section does not apply to PHI, which is governed by the BAA.

13. Medical Disclaimer; Clinical Responsibility

Convey is a software tool that supports communication and information sharing among healthcare professionals. Convey does not practice medicine, does not provide medical, clinical, diagnostic, or treatment advice, and is not a substitute for the professional judgment of a qualified healthcare provider. Authorized Users are solely responsible for all clinical decisions and for the care of their patients. The Service is not designed or intended for use in medical emergencies. In an emergency, call your local emergency number.

14. Disclaimer of Warranties

The Service is provided “as is” and “as available” without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Convey does not warrant that the Service will be uninterrupted, error-free, or secure, or that it will meet your requirements. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above may not apply to you.

15. Limitation of Liability

To the maximum extent permitted by law, Convey will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, or goodwill, arising out of or related to these Terms or the Service. Convey’s total aggregate liability arising out of or related to these Terms will not exceed the amounts paid by you to Convey for the Service in the twelve (12) months preceding the event giving rise to the claim, or one hundred U.S. dollars ($100) if you have not paid any amounts. These limitations apply regardless of the theory of liability and even if a party has been advised of the possibility of such damages.

16. Indemnification

You agree to defend, indemnify, and hold harmless Convey and its officers, directors, employees, and agents from and against any claims, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to your Customer Data, your use of the Service, or your breach of these Terms or violation of applicable law.

17. Term and Termination

These Terms remain in effect while you use the Service. Either party may terminate as set forth in an applicable order or, if none, on reasonable notice. We may suspend or terminate access if you breach these Terms or if necessary to protect the Service, its users, or data. Upon termination, your right to access the Service ceases. We will make Customer Data available for export for a reasonable period as described in the BAA or applicable documentation, after which we may delete it in accordance with our retention practices and applicable law. Sections that by their nature should survive termination will survive.

18. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Arizona, without regard to its conflict-of-laws rules. The parties will attempt to resolve any dispute informally before pursuing formal proceedings. Any dispute not resolved informally will be subject to the exclusive jurisdiction of the state and federal courts located in Maricopa County, Arizona, and the parties consent to personal jurisdiction and venue in those courts, except that either party may seek injunctive relief to protect its intellectual property or confidential information.

19. Changes to the Service and These Terms

We may update these Terms from time to time. If we make material changes, we will provide reasonable notice, such as by posting the updated Terms with a new effective date or by other reasonable means. Your continued use of the Service after the changes take effect constitutes acceptance of the updated Terms.

20. General

These Terms, together with any applicable order and the BAA, constitute the entire agreement between the parties regarding the Service and supersede all prior agreements on that subject. If any provision is held unenforceable, the remaining provisions remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our prior written consent; we may assign them in connection with a merger, acquisition, or sale of assets. Neither party is liable for delays or failures caused by events beyond its reasonable control. Nothing in these Terms creates a partnership, agency, or employment relationship between the parties.

21. Contact

Questions about these Terms may be directed to legal@convey.care, or by mail to Convey, Inc., 10776 N 112th Pl, Scottsdale, AZ 85259.