These Terms and Conditions (“Terms,” “Agreement”) govern the access to and use of the services provided by Foresight Health (“Foresight Health,” “we,” “our,” or “us”) by the Client (“Client,” “you”).
By signing an Order Form, accessing our platform, or otherwise using the Services, you agree to be bound by these Terms.

1. Introduction and Definitions

1.1 Acceptance of Terms

By accessing or using the Services, you acknowledge that you have read, understood, and agree to be legally bound by this Agreement. If you do not agree, you may not use the Services.

1.2 Effective Date

This Agreement becomes effective on the date the Client:

• Executes the Order Form, or

• Electronically accepts these Terms.

  
  

1.3 Definitions

“Services”
The Chronic Care Management (CCM), Principal Care Management (PCM), related technology, software tools, clinical support, documentation processes, and professional services provided by Foresight Health.

“Client Data” or “Customer Data”
Any data submitted, uploaded, or provided by the Client, including practice information, administrative data, and Protected Health Information (PHI).

“Protected Health Information (PHI)”
Individually identifiable health information governed by HIPAA. All handling of PHI is governed by a separate Business Associate Agreement (BAA), which forms part of this Agreement.

“Users”
Authorized healthcare professionals, staff members, or contractors of the Client who are permitted to use the Services.

2. Service Provision and Scope of Use

2.1 License Grant

Foresight Health grants the Client a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for its internal business purposes related to CCM/PCM operations.

2.2 Scope of Permitted Use

The Client agrees to use the Services only:

• Within the United States (unless otherwise agreed in writing).

• For the number of authorized Users outlined in the Order Form.

• In accordance with these Terms and the BAA.

  
  

2.3 Prohibited Uses

Client shall not:

• Modify, copy, or create derivative works of the platform.

• Reverse engineer, decompile, or attempt to derive source code.

• Use the Services for any unlawful or unauthorized purpose.

• Access the Services to build a competitive product.

• Interfere with the integrity or performance of the Services.

  
  

2.4 Service Levels (SLA)

Foresight Health will use commercially reasonable efforts to maintain uptime and platform availability. Scheduled maintenance windows will be communicated in advance.
Support requests will receive responses within the timelines provided in the Order Form or support documentation.

Service credits (if applicable) will be outlined in the Order Form.

3. Financial Terms and Termination

3.1 Fees and Payment

Fees, subscription rates, staffing charges, revenue share terms, and payment schedules are defined in the Order Form.
Payments are due within the timeframe stated in the invoice.
Late payments may incur interest or suspension of Services.

3.2 Term and Renewal

• The initial term begins on the Effective Date and continues for the duration stated in the Order Form.

• Unless otherwise stated, the Agreement will automatically renew for successive terms.

• Either party may decline renewal by providing written notice at least 30 days prior to the renewal date.

  
  

3.3 Termination Rights

Either party may terminate this Agreement upon written notice if:

• The other party materially breaches the Agreement and fails to cure within 30 days.

• The Client fails to pay outstanding fees.

• Either party becomes insolvent or enters bankruptcy.

  
  

3.4 Effect of Termination

Upon termination:

• Client must pay all outstanding fees due.

• Access to the Services will cease.

• Foresight Health will return or securely destroy Client Data/PHI per the BAA.

• Any surviving obligations (e.g., confidentiality, indemnification) will remain in effect.

4. Data Ownership, HIPAA, and Compliance

4.1 Data Ownership

All Client Data and PHI remain the sole property of the Client. Foresight Health does not claim ownership over Client Data.

4.2 HIPAA and Business Associate Agreement

• The handling, storage, transmission, and destruction of PHI is governed exclusively by the Business Associate Agreement (BAA).

• The BAA is incorporated by reference into these Terms and shall control in the event of any conflict regarding PHI.

• The BAA outlines security requirements, breach notification obligations, and permitted uses of PHI.

  
  

4.3 De-Identified and Aggregated Data

Foresight Health may use de-identified or aggregated data (data that no longer constitutes PHI) for:

• Analytics

• Product development

• Quality improvement

• Research or benchmarking

  
  

All de-identification will follow HIPAA Safe Harbor or Expert Determination standards.

5. Responsibility and Liability

5.1 Client Responsibilities

The Client is solely responsible for:

• Obtaining patient consent for participation in CCM/PCM services.

• Accuracy and completeness of all practice and patient data entered into the system.

• All clinical decisions, diagnoses, treatments, and patient outcomes.

• Compliance with federal and state laws governing medical practice, billing, and documentation.

• Ensuring Users comply with this Agreement and the BAA.

  
  

5.2 Warranties and Disclaimers

Foresight Health represents that the Services will function substantially in accordance with documentation.
Except as expressly provided, the Services are provided “as is” without any warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement.

5.3 Limitation of Liability

To the maximum extent permitted by law:

• Foresight Health’s total liability under this Agreement will not exceed the fees paid by the Client in the preceding 12 months.

• Foresight Health shall not be liable for indirect, incidental, special, punitive, or consequential damages, including lost profits or data loss.

  
  

5.4 Indemnification

The Client agrees to indemnify, defend, and hold harmless Foresight Health from claims, liabilities, damages, or expenses arising from:

• Client’s misuse of the Services

• Client’s violation of applicable laws

• Mismanagement or mishandling of PHI by the Client

• Clinical errors or patient harm related to medical care or decision-making

6. General Legal Terms

6.1 Confidentiality

Each party agrees to protect the other’s Confidential Information using the same degree of care it uses for its own. Confidential Information includes:

• Platform architecture and features

• Pricing

• Business strategies

• Client Data
  Obligations continue after termination.

  
  

6.2 Governing Law

This Agreement shall be governed by the laws of the State of [Insert State], without regard to conflict-of-law principles.

6.3 Dispute Resolution

Disputes will first be addressed through good-faith negotiations. If unresolved, they shall be submitted to binding arbitration in California, United States, except where prohibited by law.

6.4 Entire Agreement

These Terms, together with the Order Form and BAA, constitute the entire agreement between the parties and supersede all prior proposals or agreements.

6.5 Amendments

Modifications to this Agreement must be made in writing and signed by both parties.