Optovance Labs Terms of Service

Effective Date: January 1, 2025

Last Updated: January 2025

1. Introduction and Acceptance

1.1 Agreement to Terms

These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between you ("User," "you," "your") and Optovance Labs ("Optovance," "Company," "we," "our," "us") governing your access to and use of the Optovance healthcare technology platform, including our website, applications, AI-powered services, APIs, and related services (collectively, the "Services").

1.2 Acceptance

By accessing or using our Services, you agree to be bound by these Terms. If you disagree with any part of these Terms, you do not have permission to access or use our Services.

1.3 Additional Terms

Your use of our Services is also governed by our Privacy Policy and, if applicable, a Business Associate Agreement (BAA) for HIPAA-covered entities. These documents are incorporated by reference into these Terms.

2. Eligibility and Account Registration

2.1 Eligibility Requirements

To use our Services, you must:

Be at least 18 years of age
Have the legal capacity to enter into binding agreements
Be authorized to use the Services on behalf of your organization
Be a licensed healthcare provider or authorized healthcare organization representative (for clinical features)
Not be prohibited from using the Services under applicable laws

2.2 Account Registration

To access certain features, you must create an account by providing:

Accurate, current, and complete information
Valid email address and contact information
Organization details and credentials
Professional license information (where applicable)

2.3 Account Security

You are responsible for:

Maintaining the confidentiality of your account credentials
All activities that occur under your account
Immediately notifying us of any unauthorized use
Ensuring your users comply with these Terms
Implementing appropriate security measures

2.4 Account Verification

We reserve the right to:

Verify your identity and credentials
Request additional documentation
Suspend or terminate accounts with inaccurate information
Conduct background checks where appropriate

3. Healthcare Services Disclaimer

3.1 No Medical Advice

IMPORTANT: Optovance Labs is a technology platform that facilitates healthcare operations but does not provide medical advice, diagnosis, or treatment. The Services are not a substitute for professional medical judgment.

3.2 Healthcare Provider Responsibility

Healthcare providers using our Services remain solely responsible for:

Clinical decisions and patient care
Verifying all information and recommendations
Maintaining appropriate licenses and credentials
Complying with professional standards of care
Obtaining informed consent from patients

3.3 AI Assistance Disclaimer

Our AI-powered features are designed to assist, not replace, healthcare professionals. Users must:

Independently verify all AI-generated content
Not rely solely on AI recommendations
Exercise professional judgment
Report any concerns about AI performance

4. Permitted Use and Restrictions

4.1 Permitted Use

You may use our Services solely for:

Lawful healthcare operations
Authorized business purposes
Compliance with these Terms
Activities consistent with your service level

4.2 Prohibited Uses

You agree NOT to:

Use the Services for any illegal purpose
Violate any applicable laws or regulations
Infringe on intellectual property rights
Transmit malware, viruses, or malicious code
Attempt to gain unauthorized access to any systems
Reverse engineer or decompile the Services
Scrape or harvest data from the Services
Impersonate any person or entity
Interfere with or disrupt the Services
Use the Services to harm minors
Create derivative works without permission
Resell or redistribute the Services without authorization
Use automated systems to access the Services without permission
Violate patient privacy or confidentiality
Submit false or misleading information

4.3 Compliance Obligations

You agree to comply with:

All applicable healthcare regulations (HIPAA, HITECH, etc.)
Professional licensing requirements
State and federal privacy laws
Industry standards and best practices
Your organization's policies and procedures

5. Intellectual Property Rights

5.1 Optovance Property

Optovance retains all rights, title, and interest in:

The Services and underlying technology
Software, algorithms, and AI models
Trademarks, logos, and branding
Documentation and content
Improvements and derivatives

5.2 Your Content

You retain ownership of content you submit ("Your Content"), but grant us:

A worldwide, non-exclusive license to use Your Content to provide the Services
The right to process, analyze, and improve the Services
Permission to create de-identified and aggregated data
Rights necessary to comply with legal obligations

5.3 Feedback

Any feedback, suggestions, or improvements you provide become our property, and we may use them without compensation or attribution.

5.4 Third-Party Content

The Services may include third-party content subject to separate terms. You agree to comply with applicable third-party terms.

6. Privacy and Data Protection

6.1 Privacy Policy

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

6.2 HIPAA Compliance

For covered entities under HIPAA:

We will enter into a Business Associate Agreement (BAA)
We will comply with HIPAA Security and Privacy Rules
We will maintain appropriate safeguards for PHI
We will report breaches as required by law

6.3 Data Security

We implement industry-standard security measures, but you acknowledge that:

No system is completely secure
You are responsible for your account security
You must report security incidents promptly
You should maintain appropriate backups

6.4 Data Processing

By using the Services, you authorize us to:

Process data as necessary to provide the Services
Transfer data to our service providers
Create de-identified and aggregated data
Use data for service improvement (in compliance with applicable laws)

7. Service Level and Support

7.1 Service Availability

We strive to maintain high availability but do not guarantee uninterrupted service. Our service includes:

Best-effort uptime for all services
Scheduled maintenance windows with advance notice
Disaster recovery procedures
Technical support during business hours

7.2 Support Services

Support options include:

Standard: Email support during business hours
Priority: Faster response times for urgent issues
Custom: Tailored support based on your needs

7.3 Service Modifications

We may modify the Services by:

Adding or removing features
Updating interfaces and workflows
Improving performance and security
Integrating new technologies

We will provide reasonable notice of material changes.

8. Service Standards and Responsibilities

8.1 Our Commitment

We commit to providing Services that perform in accordance with our documentation and industry standards. We continuously work to maintain high service quality and reliability.

8.2 Shared Responsibilities

Successful use of our Services requires collaboration:

Optovance provides: Secure, reliable technology platform and support
You provide: Proper use, configuration, and professional healthcare judgment
Together we ensure: Effective healthcare technology operations

8.3 User Responsibilities

You acknowledge that:

You are responsible for your use of the Services
Clinical decisions remain your professional responsibility
Results depend on proper use and configuration
You maintain appropriate insurance for your operations

9. Mutual Protection

9.1 Responsibility for Your Actions

You are responsible for claims arising from:

Your use of the Services
Violation of these Terms or applicable laws
Your content, data, and clinical decisions
Actions of your authorized users

9.2 Our Protection

We will protect you against claims that our Services infringe intellectual property rights, provided you promptly notify us and cooperate with our defense.

9.3 Customized Agreements

Specific indemnification terms are established through individual agreements based on each customer's needs and risk profile.

10. Liability and Insurance

10.1 Liability Framework

Specific liability terms and limitations are established through individual agreements with each customer based on their unique requirements and use cases. Please contact our legal team to discuss liability provisions appropriate for your organization.

11. Dispute Resolution

11.1 Working Together

We believe in resolving issues collaboratively. If you have concerns, please contact us at admin@optovancelabs.com so we can work together to find a solution.

11.2 Dispute Resolution Process

Specific dispute resolution procedures, including arbitration or litigation options, are established through individual customer agreements based on your organization's preferences and requirements.

11.3 Governing Law

These Terms are governed by the laws of the United States and the state where your organization is located, as specified in your individual agreement.

12. Termination

12.1 Termination by You

You may terminate your account at any time by:

Requesting account closure
Closing your account through settings
Contacting support

12.2 Termination by Us

We may suspend or terminate your account for:

Violation of these Terms
Illegal or harmful activities
Extended inactivity
Material breach of obligations
Our discretion with notice

12.3 Effect of Termination

Upon termination:

Access to Services ceases immediately
Licenses granted to you terminate
You must fulfill any remaining obligations
You may export your data (time-limited)
Some provisions survive termination

12.4 Data Retention

After termination, we will:

Maintain data as required by law
Delete data per our retention policy
Provide data export for 30 days (upon request)
Retain de-identified aggregate data

13. General Provisions

13.1 Entire Agreement

These Terms, along with the Privacy Policy and any applicable BAA, constitute the entire agreement between you and Optovance.

13.2 Amendments

We may amend these Terms by:

Posting updated Terms on our website
Notifying you via email or in-platform
Requiring acceptance for continued use

13.3 Severability

If any provision is found unenforceable, the remaining provisions continue in effect.

13.4 Assignment

You may not assign these Terms without our written consent. We may assign our rights and obligations without restriction.

13.5 Flexibility

We may choose to be flexible in enforcing these Terms, but that doesn't mean we're giving up our rights. Any changes to these Terms must be documented in writing.

13.6 Force Majeure

Neither party is liable for delays or failures due to circumstances beyond reasonable control.

13.7 Notices

Notices must be sent to:

To Optovance: admin@optovancelabs.com or our registered address
To You: Email address associated with your account

13.8 Survival

Provisions that by their nature should survive termination will survive, including intellectual property, mutual protection, liability provisions, and dispute resolution.

14. Healthcare-Specific Terms

14.1 Clinical Decision Support

If you use clinical decision support features:

Information is for professional use only
You must validate all recommendations
Clinical outcomes remain your professional responsibility
You maintain responsibility for patient care

14.2 Electronic Prescribing

If available, e-prescribing features:

Require appropriate DEA registration
Must comply with state and federal laws
Are subject to additional terms
Require verification of all prescriptions

14.3 Telehealth Services

If you use the platform for telehealth:

You must comply with state licensing requirements
You are responsible for obtaining consent
You must ensure appropriate standard of care
Technical issues do not excuse professional obligations

15. Beta Features

15.1 Beta Features

We may offer beta features that:

Are provided "as is" without warranties
May be discontinued at any time
Should not be used for critical operations
May have limited support

15.2 Feedback on Beta Features

Your feedback on beta features becomes our property and may be used without compensation.

16. Export Controls

You agree to comply with all applicable export and import laws, including U.S. export controls. You may not use the Services in embargoed countries or if you are on any prohibited party list.

17. Accessibility

We strive to make our Services accessible to individuals with disabilities. If you encounter accessibility issues, please contact contact@optovancelabs.com.

18. Contact Information

For questions about these Terms, please contact:

Optovance Labs Legal Department
Email: admin@optovancelabs.com
Mail: Optovance Labs
Attn: Legal Department

Customer Support
Email: admin@optovancelabs.com

Privacy Officer
Email: contact@optovancelabs.com

19. Acknowledgment

BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.