Effective Date: February 28, 2026
These Terms of Service ("Terms") constitute a legally binding agreement between you (whether individually or on behalf of an entity) and Solum Health Technologies, Inc. ("Solum Health," "we," "us," or "our"), governing your access to and use of the Solum Health website located at getsolum.com (the "Website") and any related services, features, content, or applications offered by Solum Health (collectively, the "Services").
By accessing or browsing the Website, you agree to be bound by these Terms. This constitutes a browsewrap agreement with respect to your use of the Website and its publicly available content, including informational pages, blog articles, and free tools. By creating an account, clicking "I Agree," or otherwise affirmatively accepting these Terms in connection with the Solum Health platform (the "Platform"), you enter into a clickwrap agreement and expressly consent to all provisions herein.
If you are accessing or using the Services on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In such cases, "you" and "your" refer to that entity. If you do not have such authority, or if you do not agree with these Terms, you must not access or use the Services.
You must be at least eighteen (18) years of age to use the Services. By using the Services, you represent and warrant that you are at least 18 years old and are an authorized representative of the entity on whose behalf you are acting, if applicable.
Our Privacy Policy is incorporated into these Terms by reference. By accepting these Terms, you also agree to the practices described in that policy.
The following definitions apply throughout these Terms:
The Solum Health Website provides informational content about our company, products, and services. The Website includes marketing materials, educational resources, blog articles, case studies, glossary content, and free tools such as our Insurance Coverage Analysis tool. Access to the Website is governed by these Terms and does not require a Service Agreement.
Access to and use of the Solum Health Platform is governed by a separate Service Agreement between Solum Health and the Customer. These website Terms of Service do not replace, supersede, or override any Master Service Agreement ("MSA"), Order Form, Statement of Work, Business Associate Agreement ("BAA"), or any other written agreement executed between Solum Health and the Customer (collectively, "Service Agreements"). In the event of any conflict between these Terms and an applicable Service Agreement, the Service Agreement shall control with respect to the Customer's use of the Platform.
Solum Health is a healthcare AI software-as-a-service company that builds front-office automation tools for healthcare providers. Solum Health is not an electronic health record (EHR) system, a healthcare provider, a health plan, a clearinghouse, or an insurance carrier. Our Services include, but are not limited to:
The specific features and functionality available to each Customer may vary depending on their Service Agreement, subscription plan, and selected product modules.
To access certain features of the Platform, you must register for an account. You agree to provide accurate, current, and complete information during the registration process and to promptly update such information to keep it accurate, current, and complete. Providing inaccurate, outdated, or incomplete registration information may result in the suspension or termination of your account.
You are responsible for maintaining the confidentiality of your account credentials, including your password and any other authentication factors. You are fully responsible for all activities that occur under your account, whether or not authorized by you. You agree to immediately notify Solum Health at hello@getsolum.com upon becoming aware of any unauthorized access to or use of your account, or any other breach of security. Solum Health shall not be liable for any loss or damage arising from your failure to maintain the security of your account credentials.
Each organization or legal entity may maintain only one Customer account unless otherwise agreed upon in writing with Solum Health. Individual Users within a Customer organization may each have their own user login credentials under the Customer's account. Multiple Customer accounts created for the same entity without prior written authorization may be consolidated or terminated at Solum Health's discretion.
Solum Health reserves the right to suspend or terminate any account at any time if we reasonably believe that the account has been compromised, is being used in violation of these Terms, or poses a security risk to the Platform or other users. Solum Health may, but is not required to, provide notice to you prior to or promptly following any such suspension or termination, except where doing so would compromise security or violate applicable law.
This section constitutes the Acceptable Use Policy for the Solum Health platform. It governs all use of the Website, Platform, and Services by Customers, Users, and visitors. By accessing or using any Solum Health Service, you agree to comply with the provisions set forth below.
The Services are intended solely for lawful healthcare operations and related administrative purposes. Permitted uses include:
All use of the Services must comply with applicable federal, state, and local laws, including HIPAA, state privacy laws, anti-fraud statutes, and all other healthcare regulations.
You shall not, and shall not permit any User or third party to:
With respect to Annie and any other AI-powered features of the Platform, you shall not:
Any data, content, or information you submit, upload, or transmit through the Platform must not:
Solum Health reserves the right, but has no obligation, to monitor use of the Services for compliance with this Acceptable Use Policy. Solum Health may, in its sole discretion:
If you become aware of any violation of this Acceptable Use Policy, or if you believe that any user is engaging in prohibited activities on the Platform, you are encouraged to report such violations to Solum Health promptly. Reports should be submitted to hello@getsolum.com and should include:
Solum Health will review all reports in good faith and will take appropriate action as warranted. Solum Health will not retaliate against any person who reports a suspected violation in good faith.
Violations of this Acceptable Use Policy may result in one or more of the following actions, at Solum Health's sole discretion:
The severity of the consequence will depend on the nature, scope, and impact of the violation, whether the violation was intentional or negligent, and whether the violator has a history of prior violations. Solum Health reserves the right to take any combination of these actions and is not required to follow a progressive enforcement approach.
Solum Health's platform may integrate with, connect to, or display the names, logos, or trademarks of third-party electronic health record (EHR) systems, insurance carriers, clearinghouses, practice management systems, and other healthcare technology providers. The display or mention of any third-party name, logo, trademark, or integration capability on our website, marketing materials, or within the platform does NOT constitute, imply, or represent:
These integrations exist solely because Solum Health's customers use these third-party systems, and Solum Health has built capabilities to interface with them as part of its service delivery. Third-party names and logos are the property of their respective owners and are used solely for identification purposes. Solum Health's ability to integrate with a third-party system may change at any time without notice.
Solum Health does not control, endorse, or assume any responsibility for the content, privacy policies, terms of service, availability, or practices of any third-party systems or services. Your use of any third-party system is governed solely by your separate agreement with that third party. Solum Health shall not be liable for any loss, damage, or claim arising from the acts, omissions, or failures of any third-party system or service, including but not limited to data transmission failures, API changes, downtime, or discontinuation of third-party services.
Solum Health's data exchange with third-party systems is provided as a service to the Customer and does not create any duty of care or obligation running from Solum Health to any patient, insured individual, or other third party who is not a party to these Terms.
The Platform, Services, and all Content therein, including but not limited to all software, source code, object code, APIs, algorithms, AI models, machine learning models, data structures, architectures, user interfaces, designs, text, graphics, logos, icons, images, audio, video, documentation, and the selection, coordination, and arrangement thereof, are and shall remain the exclusive property of Solum Health Technologies, Inc., its licensors, or other providers of such material. The Platform and Services are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property and proprietary rights laws.
Subject to your compliance with these Terms and any applicable Service Agreement, Solum Health grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services strictly for your internal business purposes as contemplated by these Terms. This license does not include the right to reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any material from the Services, except as incidental to normal authorized use of the Services.
The Solum Health name, the Solum Health logo, "Annie," and all related names, logos, product and service names, designs, taglines, and slogans are trademarks or service marks of Solum Health Technologies, Inc. or its affiliates. You may not use such marks without the prior written permission of Solum Health. All other names, logos, product and service names, designs, and slogans on the Services are the trademarks of their respective owners.
You shall not, and shall not permit any third party to: (a) copy, modify, or create derivative works based on the Platform or any component thereof; (b) reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code, object code, algorithms, or underlying ideas or structure of the Platform; (c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform to any third party; (d) remove, alter, or obscure any proprietary notices on the Platform; or (e) use the Platform or any output thereof for the purpose of building a competitive product or service.
No Content, data, software, documentation, or other material from the Solum Health Website or Platform may be used, in whole or in part, to train, fine-tune, evaluate, benchmark, or otherwise develop any machine learning model, artificial intelligence system, large language model, or similar technology without the express prior written consent of Solum Health Technologies, Inc. This restriction applies to all automated and manual data collection methods, including but not limited to web scraping, crawling, indexing, and API access. Any unauthorized use of Solum Health materials for AI or ML purposes constitutes a material breach of these Terms and may give rise to claims for copyright infringement and misappropriation of trade secrets.
As between Solum Health and the Customer, the Customer retains all right, title, and interest in and to all Customer Data. Nothing in these Terms or any Service Agreement shall be construed to transfer ownership of Customer Data to Solum Health.
The Customer grants Solum Health a limited, non-exclusive, worldwide license to access, use, process, store, transmit, and display Customer Data solely to the extent necessary to provide, maintain, support, and improve the Services in accordance with these Terms and the applicable Service Agreement. This license terminates upon the expiration or termination of the applicable Service Agreement, subject to any data retention obligations.
Solum Health may use de-identified and aggregated data derived from Customer Data for product improvement, analytics, benchmarking, and research purposes, provided that such data has been de-identified in accordance with the HIPAA Safe Harbor method (45 CFR 164.514(b)(2)) or the Expert Determination method (45 CFR 164.514(a)), such that the data cannot reasonably be used to identify any individual patient, Customer, or User. Solum Health's right to use de-identified and aggregated data shall survive the termination or expiration of these Terms and any applicable Service Agreement. All use of de-identified and aggregated data shall comply with applicable federal and state de-identification requirements.
Upon termination or expiration of a Service Agreement, Solum Health shall use commercially reasonable efforts to make Customer Data available for export in a commercially standard, machine-readable format, provided the Customer is current on all payment obligations, for a period of thirty (30) days following the effective date of termination. The Customer is responsible for initiating the data export within this period. After the 30-day period, Solum Health may delete Customer Data in accordance with its data retention policies and applicable legal and regulatory requirements, including HIPAA record retention obligations.
Solum Health acknowledges that, in the course of providing Services to Customers who are Covered Entities or Business Associates under HIPAA, Solum Health may create, receive, maintain, or transmit Protected Health Information (PHI) on behalf of such Customers. In such circumstances, Solum Health acts as a Business Associate as defined under 45 CFR 160.103.
Prior to the exchange of any PHI between a Customer and Solum Health, the parties shall execute a Business Associate Agreement ("BAA") that complies with the requirements of 45 CFR 164.504(e). No PHI shall be transmitted to or processed by Solum Health until a BAA has been fully executed by both parties. The BAA shall govern the use, disclosure, and safeguarding of all PHI exchanged between the parties and shall supplement these Terms.
The Customer represents and warrants that it is a Covered Entity or Business Associate under HIPAA and retains all obligations and responsibilities associated with that designation. The Customer is solely responsible for: (a) obtaining all necessary patient consents and authorizations; (b) ensuring that any use or disclosure of PHI through the Platform is in compliance with HIPAA, state privacy laws, and all other applicable regulations; (c) determining the appropriate uses and disclosures of PHI permitted under applicable law; and (d) complying with the HIPAA Privacy Rule, Security Rule, and Breach Notification Rule as applicable to Covered Entities.
Solum Health implements and maintains appropriate administrative, physical, and technical safeguards designed to protect the confidentiality, integrity, and availability of PHI in accordance with the HIPAA Security Rule (45 CFR Part 164, Subpart C). Solum Health undergoes SOC 2 Type II examinations, engages third-party firms for penetration testing, and conducts risk assessments consistent with 45 CFR 164.308(a)(1)(ii)(A). Details of current security practices are available on our Security page.
Solum Health does not use Protected Health Information to train, fine-tune, or develop general-purpose artificial intelligence or machine learning models. Any use of data for model improvement is limited to de-identified and aggregated data processed in accordance with HIPAA Safe Harbor de-identification standards as described in Section 8 of these Terms.
In the event of a Breach of Unsecured PHI (as defined under 45 CFR 164.402), Solum Health shall notify the affected Customer in accordance with the applicable BAA and in compliance with applicable federal and state law. The parties' specific breach notification obligations shall be detailed in the applicable BAA.
Solum Health's platform, including the AI assistant "Annie," uses artificial intelligence and machine learning technologies to assist with front-office healthcare operations. You acknowledge and agree that:
Solum Health's AI assistant Annie is designed to support, not replace, the professional judgment of healthcare administrators, billing specialists, and clinical staff. The Platform provides recommendations and automated workflows as tools to increase efficiency, but the ultimate responsibility for verifying the accuracy of any output and making final decisions rests solely with the Customer and its authorized personnel.
Solum Health Technologies, Inc. is a healthcare technology company. Solum Health is NOT a healthcare provider, medical practice, hospital, clinic, pharmacy, or licensed medical professional. Solum Health does NOT practice medicine, provide medical advice, render medical diagnoses, prescribe treatments or medications, or make clinical care decisions of any kind.
The Platform is designed solely for administrative and front-office tasks, including patient intake, insurance verification, prior authorization management, scheduling, and related operational workflows. No information provided by the Platform, the Website, or any Solum Health employee, representative, or AI assistant (including Annie) should be interpreted as medical advice or a substitute for professional medical judgment.
Patients and individuals seeking medical advice should consult a qualified physician, specialist, or other licensed healthcare professional. Healthcare providers who use the Platform retain sole and exclusive responsibility for all clinical decisions, patient care, treatment plans, and medical determinations. Solum Health expressly disclaims any liability arising from clinical decisions made by healthcare providers or their staff, regardless of whether such decisions were informed by data or outputs from the Platform.
Testimonials, case studies, success stories, and performance metrics displayed on the Website, in marketing materials, or in any Solum Health communications represent the individual experiences of specific Customers and are not guarantees of future results. Your results may vary based on numerous factors, including but not limited to:
Performance metrics cited in testimonials or case studies (such as time savings, denial rate reductions, or revenue improvements) are specific to the practices described and should not be interpreted as typical or guaranteed outcomes. Some testimonials may be edited for length, clarity, or grammar while preserving the substance and meaning of the original statement. Solum Health does not compensate Customers for testimonials unless explicitly disclosed.
The Website and Platform may contain links to third-party websites, resources, or services that are not owned, operated, or controlled by Solum Health. These links are provided for your convenience and informational purposes only. Solum Health does not endorse, sponsor, or assume any responsibility for the content, accuracy, privacy policies, terms of service, or practices of any third-party websites or resources.
Your access to and use of any third-party website or resource linked from the Solum Health Website or Platform is at your own risk and is subject to the terms and conditions and privacy policies of that third-party website. Solum Health shall not be liable for any loss, damage, or claim arising from your use of or reliance on any third-party website, resource, or service.
Your use of the Solum Health Website, including browsing content, reading blog articles, using free tools, or submitting inquiries, does NOT create a client-vendor relationship, physician-patient relationship, attorney-client relationship, or any other professional relationship between you and Solum Health. A Customer relationship with Solum Health is established only through the execution of a written Service Agreement between Solum Health and the Customer.
Nothing on the Website or Platform should be construed as an offer to provide services, a solicitation, or professional advice of any kind. Any general information provided on the Website is for educational and informational purposes only and does not constitute a binding commitment by Solum Health.
Solum Health offers custom pricing based on the size, specialty, volume, and specific needs of each Customer. Specific pricing, payment terms, billing frequency, and billing schedules are established in the Customer's individual Service Agreement or Order Form with Solum Health. No fees are due for access to the publicly available portions of the Website.
Unless otherwise specified in an applicable Service Agreement, all invoices are due and payable within thirty (30) days of the invoice date. Payments shall be made in United States Dollars by the payment method specified in the applicable Service Agreement.
Any amounts not paid when due shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, calculated from the date such payment was due until the date of actual payment. The Customer shall also be responsible for all reasonable costs of collection, including attorneys' fees, incurred by Solum Health in connection with collecting overdue amounts.
Solum Health reserves the right to suspend access to the Platform if any invoice remains unpaid for more than fifteen (15) days past its due date. Solum Health will provide at least five (5) business days' written notice to the Customer's billing contact before suspending access due to non-payment. Suspension of access shall not relieve the Customer of its obligation to pay all outstanding amounts, including interest and fees accrued during the suspension period.
Solum Health reserves the right to modify its pricing at any time. Solum Health will provide at least thirty (30) days' written notice before any pricing change takes effect for existing Customers. Pricing changes shall apply at the start of the next renewal term following the notice period. Continued use of the Services after a pricing change constitutes acceptance of the new pricing.
This section applies to the extent not superseded by pricing terms in an applicable Service Agreement or Order Form. Pricing changes under this section shall not modify pricing expressly agreed upon in an executed Service Agreement during its then-current term.
Solum Health endeavors to maintain high availability for the Platform. Specific uptime commitments, if any, are established solely in the Customer's individual Service Agreement and are not governed by these Terms. These Terms do not guarantee any particular level of service availability.
Solum Health may perform scheduled maintenance on the Platform from time to time to deploy updates, security patches, and infrastructure improvements. Solum Health will use commercially reasonable efforts to provide at least twenty-four (24) hours' advance notice of any planned maintenance that may result in service disruption. Scheduled maintenance windows are typically conducted during off-peak hours (weekends or between 12:00 AM and 6:00 AM Pacific Time) to minimize disruption to Customer operations.
The Platform connects to third-party systems including, but not limited to, EHR platforms, insurance carrier portals, clearinghouses, and other external services. Solum Health shall not be liable for any service interruption, data transmission failure, latency, or degradation of service caused by the unavailability, modification, or failure of any third-party system or service. Solum Health will use commercially reasonable efforts to notify affected Customers of known third-party outages that may impact Platform functionality.
Solum Health shall not be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay results from events beyond Solum Health's reasonable control, as further described in Section 22 of these Terms.
THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, OR AVAILABILITY. SOLUM HEALTH DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE WITH ANY OTHER SOFTWARE OR SYSTEMS, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE.
Solum Health does not warrant that: (a) the Services will be available at any particular time or location; (b) any defects or errors will be corrected; (c) the Services are free of viruses or other harmful components; or (d) the results of using the Services will meet your requirements or expectations. Your use of the Services is at your sole risk. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to you to the extent prohibited by applicable law.
TO THE FULLEST EXTENT PERMITTED BY LAW, SOLUM HEALTH SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, REVENUE, BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, OR OTHER INTANGIBLE LOSSES. IN NO EVENT SHALL SOLUM HEALTH'S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF THE SERVICES EXCEED THE TOTAL AMOUNT PAID BY YOU TO SOLUM HEALTH DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.
The limitations of liability set forth in this Section 18 shall apply regardless of the legal theory on which the claim is based, whether in contract, tort (including negligence), strict liability, warranty, or otherwise, and even if Solum Health has been advised of the possibility of such damages. The limitations in this section apply to the fullest extent permitted by applicable law in the applicable jurisdiction. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations may not apply to you to the extent prohibited by applicable law. Nothing in these Terms shall limit or exclude Solum Health's liability for gross negligence, willful misconduct, or fraud.
Without limiting the foregoing, Solum Health shall not be liable for any claim denial, authorization rejection, insurance coverage determination, billing error, or revenue loss arising from or related to AI-generated outputs of the Platform, regardless of whether such outputs were reviewed by the Customer's personnel.
You agree to defend, indemnify, and hold harmless Solum Health Technologies, Inc., its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns (collectively, the "Solum Health Indemnified Parties") from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees and court costs) arising out of or relating to:
Solum Health shall provide you with prompt written notice of any such claim, cooperate with you at your expense in the defense of any such claim, and allow you to control the defense and settlement of any such claim, provided that you shall not settle any claim without Solum Health's prior written consent if such settlement would impose any obligation or liability on any Solum Health Indemnified Party.
Before initiating any formal dispute resolution proceeding, you agree to first contact Solum Health at hello@getsolum.com and attempt to resolve the dispute informally through good-faith negotiation. The parties shall have thirty (30) days from the date of initial written notice of the dispute to attempt to resolve the matter informally. If the dispute cannot be resolved within this 30-day period, either party may proceed with the formal dispute resolution procedures described below.
Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, that is not resolved through informal negotiation as described in Section 20a shall be finally resolved by binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures, or, for claims under $250,000, the JAMS Streamlined Arbitration Rules and Procedures. The arbitration shall be conducted by a single arbitrator selected in accordance with JAMS rules. The place of arbitration shall be San Francisco, California. The language of the arbitration shall be English. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own attorneys' fees and costs in connection with the arbitration, unless the arbitrator determines that the claims or defenses of any party were frivolous, in which case the arbitrator may award reasonable attorneys' fees to the prevailing party.
YOU AND SOLUM HEALTH AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, REPRESENTATIVE ACTION, OR PRIVATE ATTORNEY GENERAL ACTION. Unless both you and Solum Health agree otherwise in writing, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of class, collective, or representative proceeding.
If any portion of this class action waiver is found to be unenforceable, then the entirety of this dispute resolution section (Section 20) shall be null and void and the parties shall resolve disputes in court in accordance with Section 23, except that the jury trial waiver in Section 20d shall remain in full force and effect.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND SOLUM HEALTH EACH WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES. This jury trial waiver applies whether the claim is based in contract, tort, statute, or any other legal theory.
Notwithstanding the foregoing, either party may bring an individual action in small claims court for disputes or claims within the jurisdiction of the small claims court. Additionally, nothing in this Section 20 shall prevent either party from seeking injunctive or other equitable relief from a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's intellectual property rights, copyrights, trademarks, trade secrets, or confidential information.
You agree that, regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to these Terms or the use of the Services must be filed within two (2) years after such claim or cause of action arose, or be forever barred. This limitation shall not apply to claims that cannot be time-limited under applicable law.
Either party may terminate a Service Agreement in accordance with the termination provisions specified in that Service Agreement. If the applicable Service Agreement does not specify termination provisions, either party may terminate by providing at least thirty (30) days' prior written notice to the other party. Termination of a Service Agreement does not automatically terminate these website Terms of Service, which continue to apply to your use of the Website.
Either party may terminate a Service Agreement immediately upon written notice to the other party if: (a) the other party commits a material breach of these Terms or the applicable Service Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach; (b) the other party becomes insolvent, files for bankruptcy, or has a receiver or trustee appointed for a substantial part of its assets; or (c) the other party ceases to operate in the ordinary course of business. Solum Health may also terminate or suspend your access to the Platform immediately, without prior notice, if you engage in conduct that Solum Health reasonably believes may cause harm to other users, the Platform, or Solum Health's business.
Upon termination or expiration of a Service Agreement for any reason, Solum Health shall make Customer Data available for export for a period of thirty (30) days following the effective date of termination, as described in Section 8. After this 30-day period, Solum Health may delete Customer Data in accordance with its data retention policies and applicable legal requirements.
The following provisions of these Terms shall survive any termination or expiration: Section 2 (Definitions), Section 6 (Third-Party Integrations and Non-Partnership Disclaimer), Section 7 (Intellectual Property), Section 8 (Customer Data and Ownership), Section 9 (Healthcare Data and HIPAA), Section 10 (AI and Automation Disclaimer), Section 11 (Medical Disclaimer), Section 12 (Testimonials and Results Disclaimer), Section 13 (External Links), Section 14 (No Professional Relationship), Section 17 (Warranty Disclaimers), Section 18 (Limitation of Liability), Section 19 (Indemnification), Section 20 (Dispute Resolution), Section 23 (Governing Law and Venue), and any other provisions that by their nature are intended to survive termination.
Neither party shall be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) to the extent that such failure or delay results from circumstances beyond the affected party's reasonable control, including but not limited to: acts of God; fire, flood, earthquake, hurricane, tornado, or other natural disasters; epidemic, pandemic, or public health emergency; war, terrorism, invasion, civil unrest, or armed conflict; government actions, sanctions, embargoes, or regulatory changes; failure or disruption of the internet, telecommunications networks, or utility services (including power, water, and gas); distributed denial-of-service (DDoS) attacks, cyberattacks, or other malicious interference with computer systems; labor disputes, strikes, or work stoppages; and failure or shortage of third-party suppliers or service providers.
The affected party shall promptly notify the other party in writing of the force majeure event and its expected duration, and shall use commercially reasonable efforts to mitigate the impact of the event and resume performance as soon as practicable. If a force majeure event continues for more than ninety (90) consecutive days, either party may terminate the affected Service Agreement upon written notice to the other party.
These Terms and any dispute or claim arising out of or in connection with them, their subject matter, or their formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of California.
Subject to the arbitration provisions in Section 20, any legal action or proceeding arising out of or relating to these Terms that is not subject to arbitration shall be brought exclusively in the federal or state courts located in San Francisco County, California. Each party irrevocably submits to the exclusive jurisdiction of such courts and waives any objection to venue in such courts, including any objection based on forum non conveniens.
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of these Terms, and these Terms shall be construed as if the invalid, illegal, or unenforceable provision had never been contained herein. To the extent permitted by applicable law, the parties agree that any invalid, illegal, or unenforceable provision shall be reformed to the minimum extent necessary to make it valid, legal, and enforceable while preserving the parties' original intent.
These Terms, together with any applicable Service Agreement (including any Master Service Agreement, Order Form, and Statement of Work) and any applicable Business Associate Agreement, constitute the entire agreement between you and Solum Health with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. No failure or delay by either party in exercising any right, remedy, power, or privilege under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise thereof. No course of dealing between the parties shall operate as a waiver or estoppel of any rights. No waiver shall be effective unless set forth in writing and signed by an authorized representative of the waiving party.
Solum Health may assign, transfer, or delegate any of its rights or obligations under these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, without your prior consent, provided that the assignee agrees to be bound by these Terms. You may not assign, transfer, or delegate any of your rights or obligations under these Terms without the prior written consent of Solum Health. Any attempted assignment, transfer, or delegation in violation of this Section 26 shall be null and void. These Terms shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.
The relationship between Solum Health and the Customer is that of independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, employment, franchise, or agency relationship between the parties. Neither party has the authority to bind the other or incur obligations on the other's behalf.
All notices, requests, demands, and other communications required or permitted under these Terms shall be in writing and shall be deemed to have been duly given when: (a) delivered by hand; (b) sent by certified or registered mail, return receipt requested, postage prepaid; (c) sent by a nationally recognized overnight courier service; or (d) sent by email, provided that the sender receives confirmation of receipt (which may include a read receipt or written acknowledgment).
Notices to you shall be sent to the email address associated with your account or such other address as you may designate by written notice to Solum Health. Notices to Solum Health shall be sent to:
Solum Health reserves the right to modify, amend, or update these Terms at any time at our sole discretion. If we make material changes to these Terms, we will provide at least thirty (30) days' notice prior to the new terms taking effect. Notice may be provided by posting the revised Terms on the Website with an updated "Effective Date," by sending an email to the address associated with your account, or by other means reasonably designed to provide notice.
Material changes include, but are not limited to, modifications to dispute resolution procedures, limitation of liability, warranty disclaimers, data handling practices, pricing terms, or the scope of Services. By continuing to access or use the Services after the revised Terms become effective, you agree to be bound by the revised Terms. If you do not agree to the revised Terms, you must discontinue your use of the Services before the revised Terms take effect. Your continued use of the Services following the effective date of any modification constitutes your acceptance of the modified Terms.
If you have any questions, concerns, or requests regarding these Terms of Service, please contact us: