Legal

Terms of Service

Last updated: December 31, 2025

1. Acceptance of Terms

By accessing or using the Interoperly platform, APIs, applications, or any related services (collectively, the "Services"), you agree to be bound by these Terms of Service ("Terms"). If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

If you do not agree to these Terms, do not access or use the Services.

2. Description of Services

Interoperly provides a healthcare data infrastructure platform that enables:

  • Real-time health data ingestion and processing
  • FHIR-native data normalization and exchange
  • Predictive analytics and clinical decision support
  • Causal inference and Digital Twin simulations
  • Secure data sharing between authorized parties

Important: Interoperly provides decision-support infrastructure and does not replace clinician judgment. The Services are not intended to diagnose, treat, cure, or prevent any disease. The Services utilize probabilistic machine learning models which may not always be accurate. All clinical decisions must be made by qualified healthcare professionals based on their own judgment and verification.

3. Eligibility

To use the Services, you must:

  • Be at least 18 years of age
  • Have the legal capacity to enter into binding agreements
  • Not be prohibited from using the Services under applicable laws
  • If accessing health data, have proper authorization and comply with all applicable healthcare regulations

4. Account Registration and Security

You are responsible for:

  • Providing accurate and complete registration information
  • Maintaining the confidentiality of your account credentials
  • All activities that occur under your account
  • Notifying us immediately of any unauthorized access or security breach

5. Acceptable Use

You agree not to:

  • Use the Services for any unlawful purpose or in violation of any regulations
  • Access or attempt to access data you are not authorized to view
  • Interfere with or disrupt the Services or servers
  • Attempt to reverse engineer, decompile, or disassemble the Services
  • Use the Services to transmit malware or harmful code
  • Violate HIPAA, GDPR, or other applicable privacy laws
  • Resell or redistribute the Services without authorization
  • Use the Services in any way that could harm patients or compromise healthcare delivery

6. Healthcare Compliance

If you are a Covered Entity or Business Associate under HIPAA:

  • You agree to enter into a Business Associate Agreement (BAA) with Interoperly where required
  • You warrant that you will comply with all applicable HIPAA requirements
  • You will ensure proper patient consent and authorization is obtained before transmitting data to the Services
  • You will maintain appropriate administrative, physical, and technical safeguards on your end

7. Intellectual Property & Data Rights

7.1 Interoperly Rights

All rights, title, and interest in and to the Services, including all intellectual property rights, algorithms, models, and code, are and will remain the exclusive property of Interoperly LLC. These Terms do not grant you any rights to use our trademarks, logos, or other brand features without prior written consent.

7.2 Your Data

You retain all rights to your data. By using the Services, you grant Interoperly a worldwide, royalty-free license to access and process your data solely as necessary to provide the Services.

7.3 Aggregated Data

Notwithstanding anything to the contrary, you agree that Interoperly may use your data in an aggregated, de-identified, and anonymized format ("Aggregated Data") to improve the Services, train our AI models, and create benchmarks. Interoperly retains all intellectual property rights in such Aggregated Data, which shall not identify you or any individual patient.

7.4 Feedback

If you provide suggestions or feedback regarding the Services, you grant Interoperly the right to use such feedback without restriction or compensation.

8. API Usage

If you access our APIs, you agree to:

  • Comply with all API documentation and rate limits
  • Use API keys and credentials securely
  • Not share API credentials with unauthorized parties
  • Implement proper error handling and security measures
  • Notify us of any security vulnerabilities you discover

9. Service Level and Availability

We strive to maintain high availability but do not guarantee uninterrupted access to the Services. We may modify, suspend, or discontinue the Services (or any part thereof) at any time with reasonable notice. Enterprise customers may have specific service level agreements (SLAs) that govern availability commitments and supersede this section where applicable.

10. Disclaimer of Warranties

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

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY PREDICTIVE INSIGHTS, CAUSAL INFERENCES, OR DIGITAL TWIN SIMULATIONS PROVIDED THROUGH THE SERVICES. YOU ACKNOWLEDGE THAT MACHINE LEARNING MODELS ARE INHERENTLY PROBABILISTIC AND MAY PRODUCE ERRORS.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, INTEROPERLY LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES.

OUR TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO INTEROPERLY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

12. Indemnification

You agree to indemnify, defend, and hold harmless Interoperly LLC and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses arising out of or in any way connected with:

  • Your access to or use of the Services
  • Your violation of these Terms
  • Your violation of any third-party rights, including privacy rights
  • Any claim that your use of the Services caused damage to a third party

13. Termination

We may terminate or suspend your access to the Services immediately, without prior notice, for any reason, including breach of these Terms. Upon termination:

  • Your right to use the Services will immediately cease
  • You must delete any downloaded materials or data
  • We may delete your data in accordance with our retention policies
  • Provisions that by their nature should survive will survive termination

14. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. Any disputes arising from these Terms or the Services shall be resolved through binding arbitration in San Francisco, California, in accordance with the rules of the American Arbitration Association.

15. Changes to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website and updating the "Last updated" date. Your continued use of the Services after such changes constitutes acceptance of the new Terms.

16. Severability

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law.

17. Contact Information

For questions about these Terms, please contact us:

Interoperly LLC
San Francisco Bay Area, CA
Email: legal@interoperly.com
General: hello@interoperly.com

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