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Terms of Service

Last updated: March 20, 2026

These Terms of Service (the "Terms") are a legally binding agreement between you, whether personally or on behalf of an entity ("you" or "your"), and Describe Health Technologies Inc., referred to in these Terms as "Describe," "we," "us," or "our." These Terms govern your access to and use of Describe's websites, software platform, applications, and related services (collectively, the "Services").

Describe Health Technologies Inc. is a Delaware corporation with a principal business and mailing address at 390 NE 191st St, Suite 16692, Miami, Florida 33179.

By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you use the Services on behalf of a company, healthcare organization, or other entity, you represent that you have authority to bind that entity to these Terms. If you do not agree to these Terms, you may not access or use the Services.

If you or your organization has entered into a separate master services agreement, order form, subscription agreement, business associate agreement, data processing agreement, or other written agreement with Describe (each, a "Customer Agreement"), that Customer Agreement will control to the extent it conflicts with these Terms. These Terms will continue to apply to matters not addressed by the Customer Agreement.

Eligibility and Use of the Services

You must be at least 18 years old and legally capable of entering into a binding agreement to use the Services. If your access is provided by an organization, your right to use the Services is subject to that organization's authorization and the applicable Customer Agreement.

You may use the Services only for lawful purposes, in accordance with these Terms, and within the scope authorized by Describe and, where applicable, your organization. You are responsible for complying with all laws and professional obligations applicable to your use of the Services.

The public portions of Describe's website are not intended for the submission of protected health information ("PHI"). PHI may be submitted to or processed through the platform only when an applicable Business Associate Agreement ("BAA") is in effect and only as permitted by that BAA, the applicable Customer Agreement, and applicable law. If a BAA conflicts with these Terms regarding PHI, the BAA will control.

The Services are intended to support healthcare workforce and business operations. Describe does not provide medical advice, diagnosis, treatment, or other healthcare services.

Accounts and Security

You may be required to create or use an account to access portions of the Services. You agree to provide accurate, current, and complete information and to keep that information updated.

You are responsible for:

  • Maintaining the confidentiality of your login credentials;
  • Using reasonable safeguards to protect your account;
  • Ensuring that your account is used only by you and for authorized purposes;
  • Promptly notifying Describe of suspected unauthorized access, credential compromise, or other security incidents; and
  • All activity occurring through your account, except to the extent caused by Describe's breach of these Terms or applicable law.

You may not share accounts or credentials unless Describe expressly authorizes the applicable account type for shared use. Describe may suspend access when reasonably necessary to protect the Services, customers, users, or data.

Intellectual Property Rights

The Services, including their software, source code, databases, functionality, designs, text, graphics, interfaces, trademarks, service marks, logos, and other content provided by Describe (collectively, the "Describe Materials"), are owned by or licensed to Describe and are protected by intellectual property and unfair competition laws.

Subject to these Terms and any applicable Customer Agreement, Describe grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right to access and use the Services and Describe Materials solely for your or your organization's authorized internal business purposes.

Except as expressly permitted by these Terms or a Customer Agreement, you may not copy, reproduce, modify, distribute, sell, license, publicly display, create derivative works from, or otherwise exploit the Services or Describe Materials without Describe's prior written permission. All rights not expressly granted are reserved by Describe and its licensors.

Customer Data

"Customer Data" means information, files, records, and other content submitted to, transmitted through, or made available to the Services by or on behalf of you or your organization. As between Describe and the applicable customer, the customer retains all ownership rights in Customer Data.

You grant Describe a limited, non-exclusive right to host, copy, transmit, display, modify, and otherwise process Customer Data only as reasonably necessary to provide, secure, support, and improve the Services; comply with your instructions and the applicable Customer Agreement; prevent fraud or misuse; and comply with applicable law. Describe does not acquire ownership of Customer Data through this license.

You represent and warrant that you and your organization have all rights, permissions, notices, and legal bases necessary to provide Customer Data to Describe and authorize its processing as contemplated by these Terms and any applicable Customer Agreement. You may not submit Customer Data that you are not authorized to provide.

Customer Data is not intended to be publicly displayed. It may be made available to authorized users within the applicable customer account and to service providers acting on Describe's behalf, subject to appropriate contractual restrictions. Describe's handling of personal information is also governed by its posted Privacy Policy. PHI is additionally governed by the applicable BAA.

Describe will not use Customer Data to train artificial-intelligence models without the customer's prior written permission.

Fees and Payment

Certain Services require payment. Fees, billing frequency, subscription terms, and payment deadlines may be stated at checkout, on an invoice, in an order form, or in another applicable Customer Agreement.

Describe accepts payment through the payment methods made available at checkout or specified on the applicable invoice, order form, or Customer Agreement. You agree to provide accurate and complete billing information and to keep that information current. Unless otherwise stated, all payments must be made in U.S. dollars.

You authorize Describe and its payment processors to charge the payment method you provide for all amounts due. If your subscription renews automatically, you authorize recurring charges at the stated interval until the subscription is properly canceled. Describe may correct pricing or billing errors, including after an invoice has been issued or a payment has been requested.

Fees do not include applicable taxes unless expressly stated otherwise. You are responsible for sales, use, excise, value-added, and similar taxes associated with your purchase, excluding taxes based on Describe's net income.

Subscriptions, Cancellation, and Refunds

For Services purchased under a Customer Agreement, the subscription term, renewal, cancellation, termination, and refund rules in that Customer Agreement will apply.

For self-service subscriptions not governed by a separate Customer Agreement, you may cancel at any time through the available account settings or by contacting Describe. Cancellation will take effect at the end of the then-current paid subscription term, and you will retain access until that term ends unless the Services are suspended or terminated under these Terms.

Except where required by law or expressly stated in a Customer Agreement, order form, or written refund policy, fees already paid are nonrefundable and Describe does not provide prorated refunds or credits for unused portions of a subscription term.

For billing or cancellation assistance, contact team@describemed.com or 732-357-7107.

Prohibited Activities

You may not, directly or indirectly:

  • Use the Services for any unlawful, fraudulent, harmful, or unauthorized purpose;
  • Violate any applicable law, regulation, contractual obligation, privacy right, or intellectual property right;
  • Access, use, alter, disclose, or transmit data without authorization;
  • Submit PHI except as expressly permitted under an effective BAA and applicable Customer Agreement;
  • Impersonate another person or entity or misrepresent your identity, affiliation, or authority;
  • Share credentials, circumvent access restrictions, bypass security measures, or attempt to gain unauthorized access to the Services or related systems;
  • Probe, scan, or test the vulnerability of the Services without Describe's prior written authorization;
  • Upload or transmit malware, malicious code, destructive content, or material intended to disrupt the Services;
  • Interfere with, disrupt, overload, or degrade the operation or security of the Services;
  • Use bots, scrapers, spiders, data-mining tools, or other automated means to access or extract information from the Services, except as expressly authorized in writing by Describe;
  • Reverse engineer, decompile, disassemble, decode, or attempt to discover source code or underlying components of the Services, except to the limited extent applicable law prohibits this restriction;
  • Copy, modify, translate, or create derivative works of the Services except as expressly authorized;
  • Remove or alter proprietary notices;
  • Use the Services or Describe Materials to build, train, or improve a competing product or service;
  • Use the Services in a manner that infringes, harasses, threatens, discriminates against, or harms another person; or
  • Assist or permit another person to do any of the foregoing.

Feedback

If you voluntarily provide suggestions, ideas, enhancement requests, recommendations, or other feedback about the Services ("Feedback"), you grant Describe a perpetual, irrevocable, worldwide, royalty-free, transferable, and sublicensable right to use and incorporate that Feedback for any lawful purpose without restriction or compensation. Feedback does not include Customer Data or PHI.

Third-Party Services

The Services may integrate with, link to, or rely on third-party products, services, websites, or platforms. Your use of third-party services may be governed by separate terms and privacy policies. Describe is not responsible for third-party services that it does not control, except to the extent responsibility cannot be excluded under applicable law or is expressly assumed in a Customer Agreement.

U.S. Government Rights

The Services are commercial products developed exclusively at private expense. If acquired by or on behalf of a United States government agency, the Services and related documentation are provided with only the rights granted to other users under these Terms and any applicable Customer Agreement, consistent with Federal Acquisition Regulation ("FAR") 12.211 and 12.212 and Defense Federal Acquisition Regulation Supplement ("DFARS") 227.7202, as applicable.

Service Management and Enforcement

Describe may monitor use of the Services as reasonably necessary to operate, secure, maintain, and improve them and to enforce these Terms. Describe may investigate suspected violations, preserve relevant information, restrict or suspend access, remove unlawful or harmful content, and cooperate with lawful requests from governmental or law-enforcement authorities.

Describe is not obligated to monitor all activity or Customer Data and does not assume responsibility for user conduct merely because it has the right to monitor or enforce these Terms.

Term, Suspension, and Termination

These Terms remain effective while you access or use the Services. Describe may suspend or terminate your access if:

  • You materially breach these Terms or an applicable Customer Agreement;
  • Your use creates a security risk or may subject Describe or another person to liability;
  • Payment is overdue;
  • Required by law or a governmental authority; or
  • Your organization withdraws your authorization to use the Services.

Where reasonably practicable, Describe will provide notice and an opportunity to cure before suspension or termination, unless immediate action is reasonably necessary to prevent harm, protect security, comply with law, or address fraud or unlawful conduct.

Upon termination, your right to use the Services ends. Provisions that by their nature should survive termination will survive, including provisions concerning ownership, payment obligations, confidentiality, disclaimers, limitations of liability, indemnification, dispute resolution, and miscellaneous terms. The return, deletion, or continued protection of Customer Data and PHI will be governed by the applicable Customer Agreement, BAA, and law.

Modifications and Availability

Describe may modify, update, or discontinue features of the Services from time to time. Describe will provide notice of material changes when required by law or an applicable Customer Agreement.

The Services may occasionally be unavailable because of maintenance, upgrades, third-party failures, emergencies, security events, or other circumstances. Describe does not guarantee uninterrupted or error-free availability unless expressly stated in an applicable service-level agreement.

Describe may update these Terms by posting a revised version and changing the "Last updated" date. If a change materially affects your rights or obligations, Describe will provide reasonable notice when required by law. Your continued use of the Services after the revised Terms become effective constitutes acceptance of the revised Terms. Changes to a signed Customer Agreement must be made as provided in that agreement.

Governing Law

These Terms and any dispute arising out of or relating to these Terms or the Services will be governed by the laws of the State of Delaware, without regard to conflict-of-laws principles, except to the extent applicable law requires otherwise.

Dispute Resolution

Informal Resolution

Before initiating arbitration or litigation, the party asserting a dispute must provide the other party with written notice describing the nature and basis of the dispute and the requested relief. The parties will attempt in good faith to resolve the dispute informally for at least 30 days after receipt of the notice.

Notices to Describe under this section must be sent to team@describemed.com and to the mailing address listed below.

Binding Arbitration

If the parties do not resolve the dispute informally, the dispute will be resolved by final and binding arbitration administered by the American Arbitration Association ("AAA"). The AAA Commercial Arbitration Rules will apply to disputes involving a business or organization. If the AAA Consumer Arbitration Rules are legally required for a particular dispute, those rules will apply instead.

The arbitration will be conducted by one neutral arbitrator in Miami-Dade County, Florida, unless the parties agree to remote proceedings or another location or the applicable AAA rules require otherwise. The arbitrator may award any relief available in a court of competent jurisdiction, subject to the limitations in these Terms. Judgment on the award may be entered in any court having jurisdiction.

YOU UNDERSTAND THAT ARBITRATION REPLACES THE RIGHT TO HAVE A CLAIM DECIDED IN COURT BY A JUDGE OR JURY.

Exceptions

Either party may bring an individual action in small-claims court if the claim qualifies. Either party may also seek temporary, preliminary, or injunctive relief in court to protect intellectual property, confidential information, data security, or prevent unauthorized access or misuse. Nothing in this section prevents either party from reporting matters to a governmental authority or seeking relief that applicable law does not permit to be waived or arbitrated.

No Class or Representative Proceedings

To the fullest extent permitted by law, disputes must be brought only in an individual capacity and not as a plaintiff or class member in a class, collective, consolidated, or representative proceeding. The arbitrator may not combine claims or preside over a class or representative proceeding unless all parties expressly agree in writing.

Court Venue

For any dispute that is not subject to arbitration, the parties consent to exclusive jurisdiction and venue in the state courts located in Miami-Dade County, Florida, or the United States District Court for the Southern District of Florida, as applicable. Each party waives objections based on personal jurisdiction, venue, or forum non conveniens.

Corrections

The Services may contain typographical errors, inaccuracies, or omissions. Describe may correct errors and update information at any time, including information concerning features, descriptions, pricing, and availability.

Disclaimers

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES AND DESCRIBE MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." DESCRIBE DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT.

DESCRIBE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT ALL DEFECTS WILL BE CORRECTED. DESCRIBE IS NOT RESPONSIBLE FOR DECISIONS MADE SOLELY IN RELIANCE ON INFORMATION GENERATED, CALCULATED, ORGANIZED, OR DISPLAYED THROUGH THE SERVICES. USERS AND THEIR ORGANIZATIONS REMAIN RESPONSIBLE FOR REVIEWING INFORMATION AND MAKING THEIR OWN OPERATIONAL, FINANCIAL, EMPLOYMENT, COMPLIANCE, AND PROFESSIONAL DECISIONS.

THE FOREGOING DISCLAIMERS DO NOT APPLY TO WARRANTIES OR OBLIGATIONS EXPRESSLY INCLUDED IN A CUSTOMER AGREEMENT AND DO NOT EXCLUDE RIGHTS THAT CANNOT LAWFULLY BE WAIVED.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER DESCRIBE NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, OR SERVICE PROVIDERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

TO THE FULLEST EXTENT PERMITTED BY LAW, DESCRIBE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU OR YOUR ORGANIZATION PAID TO DESCRIBE FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE EVENT THAT GAVE RISE TO LIABILITY; OR (B) $100.

THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THEY DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW OR TO LIABILITY THAT CANNOT LAWFULLY BE LIMITED. AN APPLICABLE CUSTOMER AGREEMENT MAY ESTABLISH DIFFERENT LIABILITY LIMITS, IN WHICH CASE THAT CUSTOMER AGREEMENT WILL CONTROL.

Indemnification

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless Describe and its affiliates, officers, directors, employees, agents, licensors, and service providers from and against third-party claims, damages, losses, liabilities, judgments, penalties, costs, and reasonable attorneys' fees arising out of or relating to:

  • Your unauthorized or unlawful use of the Services;
  • Your material breach of these Terms;
  • Customer Data you submit or provide without sufficient authorization;
  • Your infringement or violation of another person's rights; or
  • Your fraud, willful misconduct, or violation of applicable law.

Describe may assume control of the defense of a claim subject to indemnification, and you agree to reasonably cooperate. You may not settle a claim in a manner that admits liability by or imposes obligations on Describe without Describe's prior written consent. This section does not apply to the extent a Customer Agreement provides different indemnification obligations.

Data Protection and Backups

Describe will use reasonable administrative, technical, and organizational safeguards designed to protect Customer Data. No system or transmission method can be guaranteed to be completely secure, and you acknowledge the risks inherent in transmitting and storing information electronically.

Data retention, backup, export, return, and deletion obligations may be further addressed in the applicable Customer Agreement, BAA, Privacy Policy, or other written policy. You and your organization are responsible for maintaining appropriate copies of data where required for legal, regulatory, professional, or business-continuity purposes, unless a Customer Agreement expressly assigns that responsibility to Describe.

Electronic Communications and Signatures

By using the Services, sending emails to Describe, or completing online forms, you consent to receiving communications electronically. You agree that electronic notices, disclosures, agreements, and other communications satisfy legal requirements that they be in writing, to the extent permitted by law.

You agree to the use of electronic signatures, contracts, orders, and records and to electronic delivery of notices and policies. You may retain copies of electronic communications for your records.

Miscellaneous

These Terms, together with any applicable Customer Agreement and policies expressly incorporated by reference, constitute the entire agreement between you and Describe concerning the subject matter they address.

Describe's failure to enforce a provision is not a waiver. If any provision is held unlawful, invalid, or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain in effect.

You may not assign these Terms without Describe's prior written consent. Describe may assign these Terms in connection with a merger, acquisition, reorganization, sale of assets, or by operation of law.

Describe is not liable for delay or failure caused by events beyond its reasonable control. These Terms do not create a partnership, joint venture, employment, franchise, fiduciary, or agency relationship between you and Describe.

Headings are for convenience only. The words "including" and "include" mean "including without limitation."

Contact Us

To submit a complaint, request support, provide a legal notice, or obtain more information about the Services or these Terms, contact:

Describe Health Technologies Inc. (Describe)

390 NE 191st St, Suite 16692

Miami, Florida 33179

United States

team@describemed.com

732-357-7107