Leah Wellness, Inc. Terms of Service

Last Updated: November 1, 2024

Important Notice

If you signed a separate Cover Page to access the Product with the same account, and that agreement has not ended, the terms below do not apply to you. Instead, your separate Cover Page applies to your use of the Product.

Agreement Structure

This Agreement is between Leah Wellness, Inc. ("Provider", "We", "Us", "Our") and the company or person accessing or using the Product ("Customer", "You", "Your"). This Agreement consists of:

  1. The Order Form

  2. Framework Terms

  3. Key Terms

  4. Security and HIPAA Compliance Terms

  5. Additional Terms and Conditions

By signing up, accessing, or using the Product, Customer indicates its acceptance of this Agreement and agrees to be bound by its terms and conditions. If you are accessing or using the Product on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company.

Order Form

Cloud Service Description

The Cloud Service, Leah, is an innovative online platform designed to streamline the onboarding/referral, intake, and assessment process for clinics. Key features include:

  • Automated collection of contact information and health history

  • Personalized mental health assessments

  • Matching algorithm that identifies and recommends suitable providers based on client needs

Subscription Details

  • Subscription Period: 1 month(s)

  • Order Date: The Effective Date

  • Non-Renewal Notice Period: At least 30 days before the end of the current Subscription Period

Cloud Service Fees

Leah is currently in the early stages of development and offers a free trial period for users to experience the platform without charge. At this time, there is no fixed pricing model. Details regarding future pricing, including any applicable taxes, will be communicated to users in advance of implementation.

Payment Process

Automatic payment: Customer authorizes Provider to bill and charge Customer's payment method on file Monthly for immediate payment or deduction without further approval.

Key Terms

Parties

  • Customer: The company or person who accesses or uses the Product

  • Provider: Leah Wellness, Inc.

  • Effective Date: The date Customer first accepts this Agreement

Legal Framework

  • Governing Law: The laws of the State of Delaware

  • Chosen Courts: The state or federal courts located in Delaware

Notice Address

  • For Provider: engineering@leahwellness.io

  • For Customer: The main email address on Customer's account

Covered Claims

Provider Covered Claims

Provider will defend and indemnify Customer against:

  1. A lawsuit about the product violating someone else's intellectual property rights

  2. A lawsuit arising from a material breach of the Platform's security resulting in unauthorized disclosure of protected health information

Customer Covered Claims

Customer will defend and indemnify Provider against:

  1. A lawsuit about the healthcare services customer provides using the product

  2. A lawsuit about patient information and content the customer uploads to the product

  3. A lawsuit about the customer's violation of applicable healthcare laws or regulations while using the product

  4. A lawsuit arising from breaches caused by the customer's failure to maintain account security or unauthorized sharing of access credentials

Liability Cap

The general cap amount for all claims shall be the fees paid or payable by Customer to Provider in the 12 month period immediately before the claim.

Security and HIPAA Compliance

Security Policy

Provider will use commercially reasonable efforts to secure the Cloud Service from unauthorized access, alteration, or use and other unlawful tampering. Provider maintains HIPAA-compliant security measures including:

  • Encryption of data in transit and at rest

  • Access controls

  • Security monitoring

  • Regular security assessments

  • Employee training and policies

The full security policy is provided to customers during the onboarding process.

Healthcare Information Handling

Data Processing and Security

  1. We process and protect health information in accordance with HIPAA and other applicable healthcare privacy laws

  2. All service providers who may access PHI:

    • Have signed Business Associate Agreements (BAAs)

    • Are HIPAA-compliant

    • Are contractually bound to maintain confidentiality

    • Are regularly monitored for compliance

Data Practices

  • PHI retention follows HIPAA requirements

  • Customer maintains ownership of patient data

  • De-identified data may be used for service improvement

  • Audit logs maintained as required by HIPAA

Intellectual Property Rights and Confidential Information

Our Intellectual Property

Provider retains all rights to:

  • Proprietary matching algorithms and technology

  • Assessment methodologies and frameworks

  • Intake form structures and workflows

  • Platform's user interface and design

  • Data analytics and insights tools

  • Brand assets and trademarks

  • Improvements or derivatives based on feedback

License Terms

Customer receives a limited, non-exclusive license to:

  • Use the platform for intended healthcare purposes

  • Access and utilize assessment tools

  • Integrate with authorized systems

Protection of Proprietary Rights

Confidential Information

Customer agrees not to:

  • Use our confidential information except as expressly permitted under this agreement

  • Reverse engineer our proprietary technology

  • Copy or attempt to discover our source code or algorithms

  • Share access credentials or authentication methods

  • Disclose any confidential information to third parties

Intellectual Property Protection

Customer acknowledges that our:

  • Matching algorithms

  • Assessment methodologies

  • Platform architecture

  • Intake workflows

  • Provider matching systems 

Are protected by intellectual property law and trade secret law.

Permitted Development

Nothing in this agreement prevents Customer from:

  • Developing non-competing products/services

  • Using general knowledge and experience

  • Creating independent solutions 

As long as no confidential information or intellectual property is used.

Use Restrictions

During the term of this agreement, Customer shall not:

  • Use the Service for any purpose except as explicitly permitted

  • Create derivative works based on the Service

  • Circumvent any access or use restrictions

  • Share login credentials or access methods

Terms Incorporation

This Agreement incorporates the Common Paper Cloud Service Agreement Standard Terms Version 2.0 (https://commonpaper.com/standards/cloud-service-agreement/2.0/) by reference. Any modifications made in this document control over conflicts with the Standard Terms.

Changes to Terms

  1. We may update these Terms with 30 days' notice

  2. Material changes to PHI handling will require consent

  3. Customer may terminate use per Non-Renewal Notice Period

  4. PHI maintained per HIPAA requirements

Contact

For questions about these Terms: