Legal

Terms of Service

Effective Date: January 1, 2024  ·  Last Updated: July 1, 2026

These Terms and Conditions (the "Terms") govern access to and use of the electronic health record software-as-a-service platform, related applications, and reveliadx.com website (collectively, the "Services") provided by ReveliaDx, Inc. ("ReveliaDx," "we," "us," or "our").

By accessing or using the Services, you ("Customer," "you," or "your") agree to be bound by these Terms. If you are entering into these Terms on behalf of a healthcare practice or other organization, you represent that you have authority to bind that organization, and "you" refers to that organization.

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

1. Relationship to Your Order Form and Business Associate Agreement

• Your use of the Services is also governed by any applicable Order Form, Master Services Agreement, or Subscription Agreement executed between you and ReveliaDx (collectively, the "Order"). In the event of a conflict between these Terms and an Order, the Order controls.
• Because the Services involve access to Protected Health Information ("PHI"), your use of the Services is also governed by a Business Associate Agreement ("BAA") between you and ReveliaDx. The BAA governs all matters relating to PHI, including permitted uses, safeguards, breach notification, and data return/destruction. Nothing in these Terms modifies or limits ReveliaDx's or Customer's obligations under the BAA or HIPAA.

2. Eligibility and Account Registration

• You must be a licensed healthcare provider, or an authorized member of a healthcare practice's staff, to register for an account.
• You are responsible for maintaining the confidentiality of login credentials and for all activity occurring under your account.
• You agree to provide accurate registration information and to promptly update it as needed.
• You are responsible for ensuring that all individuals who access the Services under your account (e.g., practice staff) are authorized to do so and comply with these Terms.

3. Description of Services; Not a Substitute for Clinical Judgment

The Services provide software tools to help healthcare practices manage patient records, scheduling, documentation, and related administrative and clinical workflows.

ReveliaDx is a software platform, not a healthcare provider. The Services do not provide medical advice, diagnosis, or treatment, and are not a substitute for the independent clinical judgment of a licensed healthcare provider. Customer is solely responsible for all clinical decisions, the accuracy of clinical documentation entered into the Services, and compliance with applicable standards of care.

4. Customer Responsibilities

Customer agrees to:

• Use the Services only for lawful purposes and in compliance with all applicable federal, state, and local laws, including HIPAA, state medical records laws, and licensing requirements
• Maintain appropriate administrative, technical, and physical safeguards for any credentials or devices used to access the Services
• Obtain any patient consents or authorizations required under applicable law before entering patient data into the Services
• Not use the Services to engage in fraudulent billing, upcoding, or any activity that violates healthcare fraud and abuse laws
• Not attempt to reverse engineer, decompile, or gain unauthorized access to the Services or underlying infrastructure
• Not use the Services to transmit malicious code, conduct security testing without our written authorization, or interfere with the Services' operation
• Not resell, sublicense, or provide third-party access to the Services except as expressly permitted in an Order

5. Subscription Fees and Payment

• Fees for the Services are set forth in the applicable Order. Unless otherwise stated, fees are billed in advance on a recurring basis and are non-refundable except as expressly stated in the Order or required by law.
• We may suspend access to the Services for accounts with overdue payments, following reasonable notice, except where suspension would create an immediate patient safety or continuity-of-care risk, in which case we will work with Customer on transition arrangements.
• Fees are exclusive of taxes; Customer is responsible for applicable taxes other than taxes on ReveliaDx's net income.
• We may change fees for renewal terms with advance notice as specified in the applicable Order.

6. Intellectual Property

• ReveliaDx retains all right, title, and interest in and to the Services, including all software, design, and documentation, and all improvements, updates, and derivative works thereof.
• Customer retains all right, title, and interest in Customer Data (as defined below), including PHI entered into the Services.
• Customer grants ReveliaDx a limited license to use, host, and process Customer Data solely to provide the Services, in accordance with the BAA and Privacy Policy.
• We may use de-identified, aggregated data (de-identified in accordance with HIPAA's de-identification standard) for product improvement, benchmarking, and analytics, provided such data does not identify Customer or any individual.
• Any feedback you provide about the Services may be used by ReveliaDx without restriction or compensation.

7. Data Ownership and Portability

• "Customer Data" means all data, including PHI, that Customer or its authorized users submit to or generate within the Services.
• Customer owns its Customer Data. Upon termination, Customer may request export of Customer Data in a standard format as described in the applicable Order or BAA, within the timeframe specified there.
• Data retention and deletion practices are described in our Privacy Policy and BAA.

8. Third-Party Services and Integrations

The Services may allow integration with third-party platforms (e.g., billing clearinghouses, Google Workspace, e-prescribing services, lab interfaces). Use of such integrations may be subject to the third party's own terms. ReveliaDx is not responsible for the acts, omissions, or availability of third-party services, except to the extent required under the applicable BAA where such third parties process PHI on ReveliaDx's behalf as subcontractors.

9. Service Availability; Support

• We will use commercially reasonable efforts to make the Services available in accordance with any service level commitments set forth in the applicable Order.
• We may perform scheduled maintenance with advance notice where practicable, and emergency maintenance as needed for security or stability.
• Support terms (hours, channels, response times) are as described in the applicable Order or a separate support policy.

10. Confidentiality

Each party agrees to protect the other party's non-public confidential information using at least the same degree of care it uses for its own confidential information (and no less than reasonable care), and to use such information only to perform its obligations or exercise its rights under these Terms. This section does not limit either party's obligations under the BAA with respect to PHI, which are governed by the BAA.

11. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT THEY WILL MEET CUSTOMER'S CLINICAL, OPERATIONAL, OR REGULATORY REQUIREMENTS. CUSTOMER IS SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY AND COMPLETENESS OF ANY CLINICAL DOCUMENTATION, CODING, OR BILLING INFORMATION GENERATED THROUGH THE SERVICES BEFORE RELYING ON IT.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS OR REVENUE, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) REVELIADX'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO REVELIADX IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These limitations do not apply to: (i) either party's indemnification obligations, (ii) breach of confidentiality obligations, (iii) a party's gross negligence or willful misconduct, or (iv) obligations under the BAA relating to a breach of unsecured PHI, to the extent such limitation would be unenforceable under applicable law.

13. Indemnification

Customer agrees to indemnify, defend, and hold harmless ReveliaDx from third-party claims arising out of: (a) Customer's clinical decisions or documentation; (b) Customer's violation of applicable law, including HIPAA or state licensing requirements; or (c) Customer's breach of these Terms. ReveliaDx agrees to indemnify, defend, and hold harmless Customer from third-party claims arising out of ReveliaDx's infringement of a third party's intellectual property rights through the unmodified Services, subject to standard exclusions (e.g., modified use, combination with non-ReveliaDx products, continued use after notice of infringement).

14. Term and Termination

• These Terms remain in effect for as long as Customer maintains an active subscription, or as otherwise specified in the applicable Order.
• Either party may terminate for the other party's uncured material breach following 30 days' written notice and opportunity to cure.
• ReveliaDx may suspend or terminate access immediately if continued access would create a security risk, violate law, or breach the BAA.
• Upon termination, Customer's right to access the Services ends, and data return/destruction will proceed per the BAA and applicable Order.

15. Modifications to These Terms

We may update these Terms from time to time. We will provide notice of material changes (e.g., via email or in-app notice) and post the updated Terms with a new "Last Updated" date. Continued use of the Services after the effective date of updated Terms constitutes acceptance. Where required by law or your Order, material changes affecting fees or core service commitments will not take effect until your next renewal term.

16. Governing Law and Dispute Resolution

16.1 Governing Law. These Terms are governed by the laws of the State of Colorado, without regard to conflict-of-law principles.

16.2 Agreement to Arbitrate. Except for the exclusions in Section 16.6 below, any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or the relationship between the parties (a "Dispute") will be resolved by binding arbitration, rather than in court, except that either party may bring an individual action in small claims court where permitted.

16.3 Arbitration Procedure. The arbitration will be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitration will be conducted by a single arbitrator and held in Boulder, Colorado, or, if the parties agree, by videoconference or based on written submissions. The arbitrator's decision will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. Each party will bear its own attorneys' fees and costs, except as the arbitrator may otherwise award under applicable law or the arbitration rules.

16.4 Class Action Waiver. THE PARTIES AGREE THAT ANY ARBITRATION OR PERMITTED COURT PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. The arbitrator may not consolidate more than one party's claims and may not otherwise preside over any form of a class, collective, or representative proceeding. If this class action waiver is found to be unenforceable as to a particular Dispute or form of relief, then that Dispute or claim for relief (and only that Dispute or claim) will be severed from the arbitration and may be brought in court, and the remainder of this Section 16 will remain in full force and effect.

16.5 Opt-Out Right. Customer may opt out of this arbitration agreement and class action waiver by sending written notice to ReveliaDx, Inc., 2250 Main St Unit 8, Superior, CO 80027, within 30 days of first accepting these Terms. If Customer opts out, Disputes will instead be resolved in the state or federal courts located in Boulder, Colorado, and Customer consents to personal jurisdiction there.

16.6 Exclusions. Notwithstanding the foregoing, either party may bring an action in the state or federal courts located in Boulder, Colorado (and each party consents to personal jurisdiction there) to: (a) seek injunctive or other equitable relief to protect intellectual property or confidential information; or (b) enforce obligations under the Business Associate Agreement where necessary to prevent or remediate an unauthorized use or disclosure of PHI.

17. General Provisions

• Entire Agreement: These Terms, together with the applicable Order, BAA, and Privacy Policy, constitute the entire agreement between the parties regarding the Services.
• Assignment: Neither party may assign these Terms without the other's consent, except in connection with a merger, acquisition, or sale of substantially all assets.
• Force Majeure: Neither party is liable for delays or failures due to causes beyond its reasonable control.
• Severability: If any provision is found unenforceable, the remaining provisions remain in full effect.
• No Waiver: Failure to enforce any provision is not a waiver of that provision.
• Notices: Notices under these Terms should be sent to the addresses specified in the applicable Order.

18. Contact Us