1. Who This Applies To
Relay is an enterprise platform for organizations such as Social Care Networks, Community Care Hubs, Medicaid Lead Entities, Accountable Communities for Health, managed care organizations, value-based care organizations, public health agencies, health information exchanges, providers, and community-based organizations.
The Service is intended for use by authorized workforce members of Customer organizations acting within the scope of their role, not by members of the public seeking care. Access to the Service by a Customer's staff, contractors, or authorized partner organizations is subject to a separate order form, subscription agreement, or partner agreement between Relay and that Customer, which controls over these Terms in the event of a direct conflict.
2. Accounts and Access
Access to Relay requires an account provisioned by an authorized administrator within your organization. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account.
You agree to use only accounts, roles, and permissions assigned to you, to keep account information accurate, and to notify Relay or your organization's administrator promptly of any suspected unauthorized access.
Relay reserves the right to suspend or terminate access that appears to compromise the security, integrity, or availability of the Service, or the confidentiality of member or organizational data.
3. Acceptable Use
You agree to use the Service only for lawful purposes consistent with coordinating health, behavioral health, and social care for members and communities, and in accordance with your organization's authorization and any applicable data use, consent, or business associate agreement.
You agree not to: (a) access data belonging to another tenant, organization, or member without authorization; (b) reverse engineer, decompile, or attempt to extract source code from the Service except as permitted by law; (c) use the Service to build a competing product; (d) probe, scan, or test the security of the Service without Relay's prior written authorization; (e) upload malicious code; or (f) use the Service in a way that violates applicable law, including healthcare privacy and security laws.
AI-generated content, recommendations, summaries, and predictions within the Service are decision support only. You remain responsible for professional judgment, clinical and care-coordination decisions, and compliance with applicable standards of care and law.
4. Customer Data and Ownership
As between Relay and Customer, Customer retains all right, title, and interest in the data it or its authorized users submit to the Service, including member records, care plans, referrals, provider and network data, and other operational data ("Customer Data").
Relay uses Customer Data solely to provide, maintain, secure, and improve the Service for Customer, as described in the Privacy Policy and any applicable data processing or business associate agreement, and does not sell Customer Data.
Relay may use de-identified or aggregated data, produced in accordance with applicable law and any governing agreement, for analytics, product improvement, and research that does not identify Customer or any member.
5. Protected Health Information
Where Customer Data includes protected health information ("PHI") subject to HIPAA, Relay's handling of that PHI is governed by a Business Associate Agreement ("BAA") between Relay and the applicable Customer. In the event of a conflict between these Terms and an executed BAA regarding the handling of PHI, the BAA controls.
Customers are responsible for obtaining any consents or authorizations required by applicable law before submitting member information to the Service.
6. Subscriptions, Fees, and Term
Use of the Service beyond any trial period requires a paid subscription under an order form or subscription agreement, which specifies fees, term, and renewal terms. Fees are non-refundable except as required by law or expressly stated in the applicable order form.
Relay may suspend access for non-payment after reasonable notice, without limiting other rights or remedies.
7. Intellectual Property
Relay retains all right, title, and interest in and to the Service, including its software, models, workflows, designs, and underlying technology, and all improvements, excluding Customer Data. No rights are granted except as expressly stated in these Terms or an applicable order form.
Feedback you voluntarily provide about the Service may be used by Relay to improve the Service without obligation to you.
8. Confidentiality
Each party agrees to protect the other's confidential information with at least the same degree of care it uses for its own confidential information of similar nature, and not less than reasonable care, and to use it only to perform under these Terms or an applicable agreement.
9. Warranties and Disclaimers
Relay will provide the Service in a manner consistent with generally accepted industry standards. Except as expressly stated in these Terms or an applicable order form, the Service is provided "as is" and Relay disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
AI-generated outputs may be inaccurate or incomplete. The Service is not a substitute for professional clinical judgment, and Relay does not warrant that outputs will be error-free or suitable for every use case.
10. Limitation of Liability
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or lost profits or revenue, arising from or related to these Terms or the Service, even if advised of the possibility of such damages.
Each party's total liability arising out of or related to these Terms will not exceed the amounts specified in the applicable order form or subscription agreement, except for liability arising from a party's confidentiality or indemnification obligations, gross negligence, or willful misconduct, to the extent permitted by law.
11. Termination
Either party may terminate an applicable subscription in accordance with the terms of the governing order form or subscription agreement. Relay may suspend or terminate access immediately for a material breach of these Terms that is not cured within a reasonable period after notice, or where continued access would pose a security or legal risk.
Upon termination, Relay will make Customer Data available for export for a reasonable period and will delete or return it thereafter in accordance with the applicable agreement and Relay's data retention practices.
12. Changes to These Terms
Relay may update these Terms from time to time to reflect changes to the Service or legal requirements. Material changes will be communicated through the Service or by other reasonable means. Continued use of the Service after an update constitutes acceptance of the revised Terms.
13. Governing Law
These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles, unless a governing order form or subscription agreement specifies otherwise.
14. Contact
Questions about these Terms can be sent to legal@relaypulse.io.