Terms of Service

These Terms of Service ("Terms") are a binding agreement between you and [registered company name and number] ("Vertex Health", "we", "us", "our"). They govern the Vertex Health website, the embeddable health assistant and its launcher (the "Assistant"), the business dashboard, our APIs, and everything else we make available (together, the "Service").

You accept these Terms when you do any of the following: tap the button that says you understand and wish to continue in the Assistant; create an account or an organization; embed the Assistant on a site you control; or otherwise use any part of the Service. If you do not accept these Terms, do not use the Service.

• "Patient User" means an individual who opens the Assistant to ask about symptoms, whether on our site or on a site that embeds it.
• "Business Customer" means the organization that embeds the Assistant on its own site and configures it through the dashboard.
• "Output" means the questions, guidance, over-the-counter suggestions and outcomes the Assistant produces during a session.
• "you" means whichever of the above applies to you. Where a section addresses only one of them, it says so.

You confirm that you are at least 18 years old and legally able to enter into this agreement. If you accept these Terms on behalf of an organization, you confirm that you have authority to bind that organization, and "you" then means that organization.

THE ASSISTANT PROVIDES GENERAL HEALTH INFORMATION FOR EDUCATIONAL PURPOSES ONLY. IT DOES NOT PROVIDE MEDICAL ADVICE, DIAGNOSIS, TREATMENT OR PRESCRIPTION, AND IT IS NOT A SUBSTITUTE FOR THE JUDGMENT OF A QUALIFIED HEALTHCARE PROFESSIONAL WHO CAN EXAMINE YOU, KNOW YOUR HISTORY AND TAKE RESPONSIBILITY FOR YOUR CARE.

No clinician–patient, pharmacist–patient or other professional relationship is created between you and Vertex Health by using the Service. We do not practise medicine, nursing, pharmacy or any other regulated healthcare profession, in any jurisdiction. No clinician reviews your session while it is happening, and nobody at Vertex Health is monitoring the Assistant for individual patients.

Never disregard professional medical advice, and never delay seeking it, because of something the Assistant said. If a clinician tells you one thing and the Assistant suggests another, follow the clinician.

The Assistant is not a medical device. It is not intended to diagnose, cure, mitigate, prevent or treat any disease or condition, and it has not been reviewed, cleared, approved or certified by the FDA, the EMA, the MHRA, a notified body, or any other regulator. It is not certified for use as clinical decision support, and a healthcare professional who consults it remains solely responsible for exercising independent clinical judgment.

Any over-the-counter suggestion names an active ingredient in general terms. It is not a prescription, not a dosing instruction, and not a statement that the ingredient is safe for you. Pharmacies, availability, product names and legal status differ by country. A pharmacist or clinician decides what you should take, in what dose, and whether it interacts with anything else you are on.

If you think you or someone else may be having a medical emergency, stop reading and call your local emergency number or go to your nearest emergency department immediately.

The Service is not an emergency service and is not monitored. It cannot call an ambulance, it cannot alert anyone on your behalf, and it cannot summon help.

THE ASSISTANT RUNS DETERMINISTIC RED-FLAG RULES THAT CAN FORCE AN EMERGENCY OUTCOME. THOSE RULES ARE A SAFETY NET, NOT A CLEARANCE. THE ABSENCE OF AN EMERGENCY WARNING IS NOT A FINDING THAT YOUR SYMPTOMS ARE NOT SERIOUS, AND YOU MUST NOT TREAT IT AS ONE.

You are solely responsible for deciding to seek emergency care, and for doing so. The Service depends on a working internet connection, on your device, on your browser and on third-party infrastructure, any of which can fail at the moment you need it.

The Assistant's questions and replies are generated by a large language model. Models of this kind are probabilistic: they can produce statements that are inaccurate, incomplete, outdated or entirely fabricated, and they can do it fluently and confidently. Output is not reviewed by a human before you see it.

The Assistant only knows what you tell it. It cannot examine you, order a test, take your blood pressure, look at a rash, or notice the thing you did not think to mention. Incomplete or inaccurate answers produce incomplete or inaccurate guidance.

We are candid about where the clinical content stands: the red-flag rules and the over-the-counter ingredient list are a first pass. As of the effective date of these Terms they have not been validated against a licensed triage protocol or signed off by a pharmacist, and the Service is not intended for use with real patient traffic until that work is complete. We give no assurance that the rules catch every emergency presentation or that the ingredient list suits your circumstances.

You must independently verify anything that could affect your health with a qualified professional before acting on it. Do not use the Output as the sole basis for any health, treatment, medication or care decision.

• You must be at least 18 years old, or the age of majority where you live, whichever is higher.
• A parent or legal guardian may use the Assistant in relation to a child in their care, and does so as the responsible adult. Children must not use the Assistant on their own.
• You must not enter another person's health information unless you are their parent, guardian, or otherwise legally authorized to act for them, and you confirm you have that authority when you do.
• You must not use the Service where doing so would breach the law that applies to you, or where we are prohibited from providing it.
• A healthcare professional may use the Assistant only as general reference material, never as a substitute for their own clinical judgment or their own regulated tools.

• Give accurate and complete answers. The Output is only as good as what you put in.
• Do not send more personal information than the assessment needs — no identity numbers, insurance numbers, payment details or documents.
• Treat every outcome as a suggested next step, not a conclusion, and confirm it with a professional.
• Follow the emergency instruction if you receive one, and seek help yourself if you feel unwell regardless of what you were told.
• Do not use the Service to obtain a diagnosis, a prescription, a sick note, a referral, or anything else that only a licensed clinician can issue.

YOU USE THE ASSISTANT VOLUNTARILY AND AT YOUR OWN RISK, AND YOU ACCEPT THE RISKS DESCRIBED IN THESE TERMS, INCLUDING THE RISK THAT THE OUTPUT IS WRONG, INCOMPLETE OR NOT SUITED TO YOUR SITUATION.

This section applies to Business Customers in addition to everything above.

• You are solely responsible for the healthcare you provide, for your clinicians, and for whether and how quickly anyone responds to an escalation. We do not provide healthcare and we do not staff, supervise or monitor your escalations.
• You hold and maintain every licence, registration and insurance policy your activity requires, and you comply with the laws that apply to you, including HIPAA, the GDPR or equivalents, telehealth rules, medical advertising rules, and consumer protection law in every place you operate.
• You are responsible for the notices you show your own patients, and for obtaining any consent your jurisdiction requires before the Assistant collects health information from them. Our in-widget notice supports yours; it does not replace it.
• You configure your escalation contacts, booking link and notification settings, and you keep them current. Guidance routed to a stale phone number or an unmonitored inbox is your responsibility, not ours.
• You must not present the Assistant as a clinician, as a diagnosis, as triage performed by your staff, or as a regulated medical device, and you must not remove or obscure the in-widget safety notices.
• You are responsible for everything you configure — display name, logo, colours, contact details, links — and you confirm you hold the rights to use it and that it is accurate and not misleading.
• You keep your account credentials secure, you are responsible for what your organization's members do, and you tell us promptly at support@getvertexhealth.com if you suspect unauthorized access.
• You embed the Assistant only on sites you own or are authorized to configure, and you do not sublicense, resell or white-label the Service to third parties without our written agreement.

Where we process protected health information or personal data on your behalf, we do so as your business associate or processor under a separate business associate agreement or data processing agreement. Those agreements govern that processing and take precedence over these Terms to the extent of any conflict. Until such an agreement is signed with you, you must not route real patient traffic through the Service.

The free tier is offered without charge, without an account, and without any commitment on our part. It is bounded by rate limits, a bot check and a global daily cap on model spend, and we may change, limit, suspend or withdraw it at any time, for any reason, without notice.

The white-label plan costs $199 per month and includes 500 completed assessments per month. Additional completed assessments in the same month are charged at $0.10 each. A "completed assessment" is a session that reaches one of the three outcomes; sessions a patient abandons are neither counted nor billed.

• Fees are exclusive of VAT, GST, sales tax and any other tax or duty, which you pay in addition where they apply.
• Subscriptions renew automatically each month until cancelled. Cancelling stops the next renewal; it does not refund the current period.
• Fees already paid are non-refundable except where a mandatory law says otherwise.
• If a payment fails or is overdue, we may suspend the white-label features, including your branding and escalation routing, after giving you notice.
• We may change prices with at least 30 days' notice. The new price applies from your next renewal, and you may cancel before it takes effect.
• Usage figures recorded by the Service are the basis for billing, absent manifest error.

You must not, and must not permit anyone else to:

• circumvent or interfere with rate limits, session tokens, bot verification, spend caps or any other technical control;
• automate access to the Assistant, script sessions, scrape the Service, or generate load beyond ordinary human use;
• probe, scan or test the security of the Service, or attempt to access data that is not yours, without our prior written permission;
• reverse engineer, decompile or attempt to derive the source code, prompts, rules or ingredient lists behind the Service, except where that restriction is void by law;
• use the Output or the Service to train, fine-tune or evaluate a competing model or product, or to build a competing service;
• resell, sublicense, rent or otherwise commercialize the Service or the Output outside the plans described above;
• use the Service to make or support decisions about insurance, credit, employment, housing, immigration or benefits, or any other decision with a legal or similarly significant effect on a person;
• submit unlawful, infringing, malicious or deliberately misleading content, or content designed to manipulate the model into unsafe output;
• impersonate anyone, misrepresent your affiliation, or hold the Assistant out as a clinician or as a service run by someone else;
• use the Service in a way that breaks any applicable law, sanctions regime or export control, or that infringes anyone's rights.

We may investigate suspected breaches and may suspend or terminate access immediately, without notice and without refund, where we reasonably believe this section has been breached or that continued access poses a risk to patients, to other users or to us.

The Service is under active development. Features may be added, changed, restricted or removed at any time. We give no service level commitment and no uptime guarantee, and we may perform maintenance, impose limits or take the Service offline without notice.

By design, the Service degrades toward safety rather than toward availability. When a spend cap, a rate limit or an outage is reached, a session may end in a generic escalation instead of completing. That behaviour is intentional and is not a defect.

The Service, including its software, design, prompts, questionnaire logic, red-flag rules, curated ingredient lists, documentation and trade marks, is owned by Vertex Health or its licensors and is protected by intellectual property law. We grant you a limited, revocable, non-exclusive, non-transferable licence to use the Service as these Terms allow, and nothing else. All rights not expressly granted are reserved.

A Patient User may use the Output for their own personal, non-commercial purposes. A Business Customer may use the Output for the internal purpose of serving its own patients. Neither may republish the Output as a clinical resource or present it as reviewed medical content.

If you send us feedback, suggestions or bug reports, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use them for any purpose without obligation to you. Do not send us feedback you consider confidential, and never include patient information in it.

To the extent permitted by applicable law and by any business associate agreement or data processing agreement in place with you, we may create and use aggregated and de-identified data — data that does not identify any individual and cannot reasonably be used to — to operate, secure, evaluate and improve the Service.

When the Assistant escalates, it hands you to a Business Customer's own clinicians or to healthcare providers in your area. Those providers are independent of Vertex Health. We do not employ, supervise, endorse, vet or verify them, and we are not responsible or liable for the care they give, the care they do not give, their availability, their fees, or anything they say or do.

The same applies to pharmacies, pharmacists, medicines, third-party websites, booking systems and any other service you reach through a link in the Assistant.

The Service depends on third-party providers, including hosting, authentication, database, bot-protection and AI model vendors. Their acts, omissions, outages and changes are outside our control.

THE SERVICE AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, THAT ANY OUTPUT WILL BE ACCURATE, COMPLETE, CURRENT, CLINICALLY CORRECT OR APPROPRIATE FOR YOU, THAT ANY EMERGENCY OR SERIOUS CONDITION WILL BE DETECTED, OR THAT DEFECTS WILL BE CORRECTED. NO ADVICE OR INFORMATION, ORAL OR WRITTEN, OBTAINED FROM US OR THROUGH THE SERVICE CREATES ANY WARRANTY NOT EXPRESSLY STATED HERE.

Some jurisdictions do not allow the exclusion of certain warranties or of implied statutory rights. Where that is so, the exclusions above apply only to the extent permitted, and nothing in these Terms limits rights that cannot lawfully be limited.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER VERTEX HEALTH NOR ITS OWNERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS OR SUPPLIERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITY OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE OR ANY OTHER THEORY, AND WHETHER OR NOT WE WERE ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THIS EXCLUSION APPLIES TO CLAIMS FOR PERSONAL INJURY, ILLNESS, WORSENED CONDITION, DELAYED OR MISSED DIAGNOSIS, DELAYED OR FOREGONE TREATMENT, MEDICAL EXPENSES, OR DEATH, ARISING FROM RELIANCE ON THE OUTPUT, FROM THE ASSISTANT FAILING TO IDENTIFY A CONDITION OR AN EMERGENCY, FROM AN INCORRECT OR INCOMPLETE OUTCOME, OR FROM THE SERVICE BEING UNAVAILABLE.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU ACTUALLY PAID US FOR THE SERVICE IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED UNITED STATES DOLLARS (US$100). IF YOU USE THE FREE TIER, YOU HAVE PAID US NOTHING, AND CLAUSE (B) IS THE CAP.

These limits apply even if a limited remedy fails of its essential purpose, and they reflect a deliberate allocation of risk: the fees, and the free tier in particular, are set on the basis that our exposure is limited in this way. Without these limits the Service would not be offered.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud, for fraudulent misrepresentation, or, where applicable law so provides, for death or personal injury caused by negligence. Some jurisdictions do not allow certain exclusions or limitations, so parts of this section may not apply to you; in that case our liability is limited to the smallest extent permitted by law. If you are a consumer, your mandatory statutory rights are not affected.

You understand the nature of the Service and the limits described in sections 2 to 4, and you voluntarily assume all risk arising from your use of it and from any decision you make in reliance on the Output.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU RELEASE VERTEX HEALTH AND ITS OWNERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS AND SUPPLIERS FROM ALL CLAIMS, DEMANDS, LOSSES AND DAMAGES, KNOWN OR UNKNOWN, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE, THE OUTPUT, OR ANY HEALTHCARE YOU DID OR DID NOT SEEK.

If you are a California resident, you waive California Civil Code section 1542, which says: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." If a similar rule applies where you live, you waive it to the same extent.

You will defend, indemnify and hold harmless Vertex Health and its owners, directors, employees, contractors, agents, licensors and suppliers from and against all claims, demands, proceedings, damages, losses, liabilities, fines, penalties, costs and expenses (including reasonable legal fees) arising out of or related to:

• your use of, or reliance on, the Service or the Output;
• your breach of these Terms or of any law that applies to you;
• health information you submitted about another person without authority;
• for Business Customers: the healthcare you provide or fail to provide, your escalation handling, the content you configure, your patient notices and consents, and any claim by one of your patients or staff arising from your use of the Service.

We may assume the exclusive defence and control of any matter subject to this indemnity, at your expense, and you will cooperate with us. You will not settle any matter in a way that imposes an obligation or admission on us without our prior written consent.

Before starting any formal proceeding, you agree to contact us at legal@getvertexhealth.com with a written description of the dispute and the relief you want, and to give us 60 days to resolve it informally. This step is a precondition to filing.

If the dispute is not resolved, it will be settled by final and binding arbitration administered by [arbitration provider and seat] under its rules then in effect, before a single arbitrator, conducted in English. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator decides all issues except those reserved to a court below, including the scope and enforceability of this section.

ALL CLAIMS MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE PROCEEDING. YOU AND VERTEX HEALTH EACH WAIVE ANY RIGHT TO A JURY TRIAL.

• You may opt out of arbitration by emailing legal@getvertexhealth.com with the subject line "Arbitration opt-out" within 30 days of first accepting these Terms. Opting out does not affect any other part of these Terms.
• Either party may bring an individual claim in small claims court instead, if it qualifies.
• Either party may seek injunctive or equitable relief in court to protect intellectual property or to stop unauthorized access.
• If the class action waiver is found unenforceable as to a particular claim, that claim is severed and heard in court, and the rest of this section still applies to the remaining claims.

Where mandatory law prohibits pre-dispute arbitration or class waivers — including for many consumers in the European Economic Area, the United Kingdom and other jurisdictions — this section does not apply to you. In that case disputes are subject to the exclusive jurisdiction of [courts of the agreed venue], without prejudice to any right you have as a consumer to bring proceedings in the courts of your own country of residence or to use an out-of-court dispute resolution scheme.

To the maximum extent permitted by law, any claim arising out of or related to the Service or these Terms must be filed within one year after it arises, or it is permanently barred. Where a mandatory limitation period applies and cannot be shortened, that period governs instead.

These Terms and any dispute arising out of them are governed by the laws of [governing law], excluding its conflict of laws rules and the United Nations Convention on Contracts for the International Sale of Goods. Subject to section 17, the courts of [courts of the agreed venue] have exclusive jurisdiction.

If you are a consumer, this choice of law does not deprive you of the protection of mandatory provisions of the law of the country where you habitually reside.

You may stop using the Service at any time, and a Business Customer may cancel its subscription at any time, effective at the end of the current billing period. We may suspend or terminate access, in whole or in part, at any time — immediately where we reasonably believe there is a breach of these Terms, a risk to patients, a legal requirement, or a security or abuse concern; otherwise on reasonable notice.

On termination, your licence to use the Service ends and we may delete data associated with your account in accordance with the Privacy Policy and any data processing or business associate agreement in place with you. Sections 2 to 6 and 9 and 11 to 22 survive termination, together with any other provision that by its nature should survive.

We may update these Terms from time to time. The effective date and version at the top of this page always reflect the current text. Where a change is material we will give reasonable notice — for Business Customers, at least 30 days before it takes effect for their subscription, by email or in the dashboard.

Continuing to use the Service after a change takes effect means you accept the updated Terms. If you do not accept them, stop using the Service and, for Business Customers, cancel before the change takes effect.

• Entire agreement. These Terms, the Privacy Policy, and any order form, data processing agreement or business associate agreement signed with you are the entire agreement between us, and replace any earlier understanding on the same subject.
• Severability. If a provision is held unenforceable, it is limited or severed to the minimum extent necessary and the rest stays in force.
• No waiver. Not enforcing a provision is not a waiver of it.
• Assignment. You may not assign these Terms without our written consent. We may assign them to an affiliate or in connection with a merger, acquisition or sale of assets.
• Force majeure. Neither party is liable for a failure caused by events beyond its reasonable control, including outages of third-party infrastructure, network failures, natural events, war, epidemic and government action.
• Notices. We may give notice by email, in the dashboard or by posting on the website. Notices to us go to legal@getvertexhealth.com.
• No third-party beneficiaries. Nobody other than you and us may enforce these Terms, except that our owners, directors, employees, contractors, agents, licensors and suppliers may rely on sections 13 to 16.
• Independent contractors. These Terms create no partnership, joint venture, agency or employment relationship, and no relationship of healthcare provider and patient.
• Export and sanctions. You confirm you are not located in, and not acting for anyone located in, a country or on a list subject to applicable sanctions or export controls.
• Language. These Terms are published in English. A translation, if any, is provided for convenience and the English text governs.

[registered company name and number], [registered address]. Legal notices: legal@getvertexhealth.com. Support: support@getvertexhealth.com.