ABENA IHR

Terms of Service

Last Updated: March 3, 2025

1. Introduction and Acceptance

Welcome to Abena IHR ("Company," "we," "our," or "us"). These Terms of Service ("Terms") govern your access to and use of our website, applications, and medical records intelligent analysis platform (collectively, the "Services").

Please read these Terms carefully before using our Services. By accessing or using our Services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not access or use our Services.

These Terms constitute a legally binding agreement between you and Abena IHR. You represent that you have the authority to accept these Terms on behalf of yourself or any entity you represent. If you are using our Services on behalf of an organization or entity, you represent and warrant that you have the authority to bind that organization or entity to these Terms.

2. Definitions

For the purposes of these Terms:

  • "Account" means a unique account created for you to access our Services.
  • "Authorized User" means any person or entity authorized by you to access and use the Services under your account.
  • "Content" means any information, data, text, software, graphics, messages, or other materials that are uploaded, transmitted, or displayed through the Services.
  • "Healthcare Provider" means any individual or entity that is licensed to provide healthcare services.
  • "Patient" means an individual whose medical records and health information are processed through the Services.
  • "PHI" or "Protected Health Information" means individually identifiable health information as defined under HIPAA.
  • "User" or "you" means any individual or entity that accesses or uses our Services.

3. Eligibility

You must be at least 18 years old to use our Services. By using our Services, you represent and warrant that you meet this requirement.

If you are using our Services as a Healthcare Provider, you represent and warrant that:

  • You hold all necessary licenses, certifications, and authorizations required to practice in your jurisdiction
  • You are in good standing with all relevant regulatory and licensing bodies
  • You have obtained all necessary consents from Patients to use their information with our Services

4. Account Registration and Security

4.1 Account Creation

To access certain features of our Services, you may be required to register for an account. When you register, you must provide accurate, current, and complete information as prompted by the registration form. You agree to maintain and promptly update your account information to keep it accurate, current, and complete.

4.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials, including your username and password. You agree to:

  • Create a strong, unique password
  • Not share your account credentials with any third party
  • Notify us immediately of any unauthorized access to your account or any other breach of security
  • Ensure that you log out from your account at the end of each session
  • Accept responsibility for all activities that occur under your account

We reserve the right to disable any user account if we believe you have violated any provision of these Terms or if your account shows signs of suspicious activity.

5. Services Description

5.1 Medical Records Analysis Platform

Abena IHR provides an intelligent analysis and insights platform that uses artificial intelligence to analyze patient records across 100+ analysis modules to generate insights and recommendations to guide patients to the best quality of life and outcomes.

5.2 Nature of Services

Our Services are designed to:

  • Analyze medical records and health data
  • Identify patterns and correlations
  • Generate insights and recommendations
  • Support healthcare decision-making
  • Improve patient outcomes

5.3 Limitations of Services

You acknowledge and agree that:

  • Our Services are not intended to replace professional medical judgment or advice
  • Our Services provide informational and analytical tools only
  • Healthcare Providers remain solely responsible for all medical decisions
  • The quality of insights depends on the accuracy and completeness of the input data
  • Our Services may not identify all relevant patterns, risks, or treatment options
  • Technology limitations inherent in AI and machine learning apply to our Services

6. User Responsibilities and Prohibited Activities

6.1 General Responsibilities

When using our Services, you agree to:

  • Comply with all applicable laws, regulations, and these Terms
  • Use the Services in a manner consistent with their intended purpose
  • Provide accurate and complete information
  • Maintain appropriate security for your account and data
  • Respect the privacy and rights of Patients and other users
  • Promptly report any suspected security breaches or misuse
  • Obtain all necessary consents before submitting any Patient information

6.2 Prohibited Activities

You may not:

  • Use our Services for any illegal purpose or in violation of any law or regulation
  • Interfere with or disrupt the operation of our Services or servers
  • Attempt to gain unauthorized access to any part of our Services
  • Use our Services to transmit any viruses, malware, or other harmful code
  • Circumvent, disable, or otherwise interfere with security-related features
  • Collect or harvest any information from our Services without authorization
  • Submit false, misleading, or inaccurate information
  • Infringe on the intellectual property rights of others
  • Use our Services to develop a competing product or service
  • Reverse engineer, decompile, or disassemble any part of our Services
  • Use automated means to access or use our Services without our permission
  • Exceed any rate limits or quotas for API calls or other system usage

6.3 Healthcare-Specific Prohibitions

In addition, if you are a Healthcare Provider, you must not:

  • Upload Patient data without proper authorization or consent
  • Use our Services in a manner that violates HIPAA or other privacy laws
  • Make medical decisions based solely on our Services without proper evaluation
  • Misrepresent the nature or capabilities of our Services to Patients
  • Use our Services for Patients or conditions for which the Services are not intended

7. Fees and Payment

7.1 Subscription Plans

We offer various subscription plans for our Services. Details of each plan, including pricing, features, and limitations, are available on our website or through direct communication. We reserve the right to modify our subscription plans at any time.

7.2 Payment Terms

By subscribing to our Services, you agree to pay all fees in accordance with the applicable subscription plan. All payments are due in advance. We may automatically charge your payment method on file for renewal periods unless you cancel your subscription before the renewal date.

7.3 Taxes

All fees are exclusive of taxes, which may be added to the total amount due as applicable. You are responsible for paying all taxes associated with your use of our Services unless we explicitly state otherwise.

7.4 Refunds

All fees are non-refundable except as specifically provided in these Terms or as required by law. We may offer partial refunds in certain circumstances at our sole discretion.

7.5 Late Payments

If your payment cannot be processed, we may suspend your access to our Services until payment is received. For late payments, we may charge late fees at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less.

8. Data and Privacy

8.1 Data Ownership

You retain all rights, title, and interest in and to your data and information submitted to or processed through our Services. By using our Services, you grant us a non-exclusive, worldwide, royalty-free license to use, copy, transmit, store, and back up your data solely for the purpose of providing the Services to you and improving our Services.

8.2 Privacy Policy

Our Privacy Policy governs the collection, use, and disclosure of your personal information and PHI. By using our Services, you consent to the data practices described in our Privacy Policy.

8.3 HIPAA Compliance

We comply with the Health Insurance Portability and Accountability Act (HIPAA) and its implementing regulations. If you are a Covered Entity or Business Associate under HIPAA, your use of our Services may require execution of a Business Associate Agreement (BAA). Please contact us to request a BAA before submitting any PHI to our Services.

8.4 De-identified Data

We may de-identify PHI in accordance with HIPAA and use such de-identified data for improving our Services, conducting research, generating statistical analyses, and other legitimate business purposes. You grant us a perpetual, irrevocable license to use de-identified data for these purposes.

9. Intellectual Property Rights

9.1 Our Intellectual Property

All intellectual property rights in the Services, including but not limited to software, algorithms, databases, content, design, text, graphics, logos, and images, are owned by or licensed to Abena IHR. Nothing in these Terms grants you any right, title, or interest in or to our intellectual property except for the limited license expressly set forth herein.

9.2 Limited License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use our Services for your internal business or personal health management purposes.

9.3 Feedback

If you provide us with any feedback, suggestions, ideas, or recommendations regarding our Services ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into our Services without restriction or compensation to you.

9.4 Trademarks

All trademarks, service marks, and logos displayed in connection with our Services are the property of their respective owners. Nothing in these Terms grants you any right to use any trademark, service mark, or logo displayed on our Services without the prior written permission of the owner.

10. Third-Party Services and Content

10.1 Third-Party Services

Our Services may contain links to third-party websites, applications, or services. These links are provided solely for your convenience. We do not endorse, control, or assume responsibility for any third-party services or content. Your use of third-party services is subject to their respective terms and privacy policies.

10.2 Third-Party Content

You may access third-party content through our Services. We do not endorse or control such content, and your access to and use of third-party content is at your own risk. We are not responsible for the accuracy, reliability, legality, or appropriateness of any third-party content.

11. Modifications to Services and Terms

11.1 Modifications to Services

We reserve the right to modify, suspend, or discontinue any part of our Services at any time, with or without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuation of our Services.

11.2 Modifications to Terms

We may modify these Terms at any time by posting the revised Terms on our website or providing notice to you. Your continued use of our Services after the effective date of the revised Terms constitutes your acceptance of such Terms. It is your responsibility to review these Terms periodically.

12. Term and Termination

12.1 Term

These Terms shall remain in effect until terminated by you or us as described herein.

12.2 Termination by You

You may terminate these Terms by:

  • Discontinuing use of our Services
  • Canceling your account through the account settings page
  • Providing written notice of termination to us

12.3 Termination by Us

We may terminate these Terms and your access to our Services at any time, with or without cause, and without prior notice. Reasons for termination may include, but are not limited to:

  • Violation of these Terms
  • Non-payment of fees
  • Illegal or unauthorized use of our Services
  • Requests by law enforcement or regulatory authorities
  • Technical or security issues
  • Extended periods of inactivity

12.4 Effect of Termination

Upon termination:

  • Your right to access and use our Services will immediately cease
  • All licenses granted to you under these Terms will terminate
  • We may delete your account and all related information and data
  • Any fees paid are non-refundable unless otherwise specified
  • All provisions that by their nature should survive termination shall survive, including but not limited to ownership provisions, warranty disclaimers, indemnity, and limitations of liability

12.5 Data Retention and Deletion

After termination, we may retain your data for a limited period as required by law or for legitimate business purposes. We will delete or anonymize your data in accordance with our Privacy Policy and applicable regulations.

13. Disclaimers and Warranties

13.1 Services Provided "As Is"

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE EXPLICITLY DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

13.2 No Medical Warranty

OUR SERVICES ARE DESIGNED TO PROVIDE ANALYTICAL INSIGHTS AND RECOMMENDATIONS BUT DO NOT CONSTITUTE MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. WE MAKE NO WARRANTY REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY MEDICAL INFORMATION, INSIGHTS, OR RECOMMENDATIONS PROVIDED THROUGH OUR SERVICES. HEALTHCARE PROVIDERS SHOULD EXERCISE THEIR OWN PROFESSIONAL JUDGMENT WHEN INTERPRETING AND APPLYING INFORMATION FROM OUR SERVICES.

13.3 No Guarantee of Results

WE DO NOT GUARANTEE THAT:

  • THE SERVICES WILL MEET YOUR REQUIREMENTS
  • THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE
  • THE RESULTS OBTAINED FROM THE SERVICES WILL BE ACCURATE, RELIABLE, OR MEET YOUR EXPECTATIONS
  • ANY ERRORS IN THE SERVICES WILL BE CORRECTED
  • THE SERVICES WILL IDENTIFY ALL RELEVANT MEDICAL PATTERNS, RISKS, OR TREATMENT OPTIONS

13.4 Security Limitations

WHILE WE IMPLEMENT REASONABLE SECURITY MEASURES, WE CANNOT GUARANTEE THAT UNAUTHORIZED THIRD PARTIES WILL NEVER BE ABLE TO DEFEAT OUR SECURITY MEASURES OR USE YOUR INFORMATION FOR IMPROPER PURPOSES. YOU ACKNOWLEDGE THAT YOU PROVIDE YOUR INFORMATION AT YOUR OWN RISK.

14. Limitation of Liability

14.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ABENA IHR, ITS AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

14.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO US DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

14.3 Essential Purpose

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

14.4 Exceptions

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH CASES, OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

15. Indemnification

You agree to indemnify, defend, and hold harmless Abena IHR, its affiliates, officers, directors, employees, agents, and licensors from and against all losses, expenses, damages, liabilities, costs, or debt (including reasonable attorneys' fees) arising out of or related to:

  • Your use of the Services
  • Your violation of these Terms
  • Your violation of any rights of a third party
  • Your violation of any applicable law, rule, or regulation
  • Any content or information submitted, posted, or otherwise provided by you
  • Any claims related to medical decisions made in connection with your use of the Services

We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of such claims. You agree not to settle any such claim without our prior written consent.

16. Dispute Resolution

16.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of [Jurisdiction], without regard to its conflict of law provisions.

16.2 Informal Dispute Resolution

Before filing a claim against Abena IHR, you agree to attempt to resolve the dispute informally by contacting us at legal@abenaihr.com. We will attempt to resolve the dispute by contacting you via email. If the dispute is not resolved within 30 days after submission, you or Abena IHR may proceed with filing a claim.

16.3 Arbitration

ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, INCLUDING THE BREACH, TERMINATION, OR VALIDITY THEREOF, SHALL BE FINALLY RESOLVED BY ARBITRATION. THE ARBITRATION SHALL BE CONDUCTED IN ACCORDANCE WITH THE RULES OF [ARBITRATION ORGANIZATION] BY ONE ARBITRATOR APPOINTED IN ACCORDANCE WITH SAID RULES. THE ARBITRATION SHALL TAKE PLACE IN [CITY, STATE/PROVINCE], AND THE LANGUAGE OF THE ARBITRATION SHALL BE ENGLISH. THE DECISION OF THE ARBITRATOR SHALL BE FINAL AND BINDING.

16.4 Exceptions to Arbitration

Notwithstanding the foregoing, nothing in these Terms shall prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property, or unauthorized access to the Services.

16.5 Class Action Waiver

YOU AND ABENA IHR AGREE THAT EACH 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 OR REPRESENTATIVE ACTION.

16.6 Time Limitation

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of our Services or these Terms must be filed within one (1) year after such claim or cause of action arose, or be forever barred.

17. General Provisions

17.1 Entire Agreement

These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire agreement between you and Abena IHR concerning your use of the Services and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and Abena IHR regarding the Services.

17.2 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.

17.3 No Waiver

Our failure to enforce any right or provision of these Terms shall not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Abena IHR.

17.4 Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and void. We may assign or transfer these Terms, at our sole discretion, without restriction.

17.5 Relationship of the Parties

Nothing in these Terms shall be construed as creating a partnership, joint venture, agency, or employment relationship between you and Abena IHR.

17.6 Force Majeure

We shall not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, epidemics, pandemics, or shortages of transportation facilities, fuel, energy, labor, or materials.

17.7 Notices

All notices under these Terms shall be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; and upon receipt, if sent by certified or registered mail, return receipt requested, postage prepaid.

Notices to Abena IHR should be sent to legal@abenaihr.com or to our physical address at:

Abena IHR
[Street Address]
[City, State/Province, Zip/Postal Code]
[Country]

17.8 Contact Information

If you have any questions about these Terms, please contact us at:

Abena IHR
Email: support@abenaihr.com
Phone: [Phone Number]

18. Special Provisions for Healthcare Providers

18.1 Compliance with Healthcare Laws

If you are a Healthcare Provider, you represent and warrant that you will use our Services in compliance with all applicable healthcare laws and regulations, including but not limited to HIPAA, state medical privacy laws, and professional standards of care.

18.2 Patient Consent

You are solely responsible for obtaining all necessary consents, authorizations, or permissions from Patients before using our Services with their information. You agree to maintain appropriate documentation of such consents as required by law.

18.3 Professional Judgment

Our Services are designed to augment, not replace, your professional judgment. You acknowledge and agree that you will exercise independent professional judgment when using insights or recommendations generated by our Services and that you remain solely responsible for all medical decisions.

19. Beta Features

We may offer access to beta, preview, or pilot features that are still under development ("Beta Features"). Beta Features are provided "as is" without any warranties, and we may change, suspend, or discontinue them at any time without notice. Additional terms may apply to Beta Features, which will be presented to you before you access such features.

By using our Services, you acknowledge that you have read and understood these Terms of Service and agree to be bound by them.