1. Definitions

2. Accounts

2.1 Registration. ** When you create an account, you agree to provide accurate, current, and complete information, and to keep it up to date.

2.2 Account Security.

** You are responsible for safeguarding your account credentials and any integration tokens or API keys issued to you, and for all activity carried out through your account.

You may add Users to your account. You must ensure those Users comply with these Terms, and their acts and omissions are treated as your own.

Tell us promptly at <support@montohealth.ai> if you become aware of unauthorized access to your account or any compromise of your credentials.

2.3 Eligibility. ** We may refuse, suspend, or discontinue the Services to any Organization that we reasonably believe is using them unlawfully, is not a legitimate healthcare provider or organization, or is creating a security, compliance, or patient-safety risk.

3. The Services and Your License

3.1 License. ** Subject to these Terms and to payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your own internal purposes during your subscription term.

3.2 Description of the Services.

** MontoHealth answers patient calls and messages, schedules and manages appointments, routes prescription refill and referral requests, answers routine insurance and billing questions, and can connect to systems you already use. Feature availability may vary by plan.

3.3 Restrictions.

** You agree that you and the Users you add will not:

• License, sell, rent, lease, or otherwise commercially exploit the Services
• Modify, reverse engineer, decompile, disassemble, or create derivative works from the Services;
• Use the Services, or any output or documentation from them, to build or improve a competing product;
• Remove, obscure, or alter any proprietary notice;
• Copy or redistribute any part of the Services except as expressly permitted;
• Access the Services in order to benchmark or publish performance results without our written consent.

3.4 Changes and Availability. ** We may modify, suspend, or discontinue any part of the Services. Where a change may materially affect your use, we will give reasonable advance notice. We work to maintain high availability but do not guarantee uninterrupted operation.

3.5 Support. ** We provide support by email and in-platform messaging during our normal business hours. We do not guarantee any particular response or resolution time unless separately agreed in writing.

3.6 Beta Features. ** Beta and trial features are provided “as is,” may be modified or withdrawn at any time, and should not be relied on for clinical or care-related decisions.

4. Subscriptions and Billing

4.1 Fees and Renewal. ** Subscription fees (“Fees”) are billed in advance for the billing cycle you select. You authorize us to charge the payment method on file on a recurring basis until you cancel. Subscriptions renew automatically unless you cancel before the current period ends. If a payment fails, we will notify you and allow a reasonable opportunity to update your payment method before suspending access.

4.2 Pricing Changes. ** We may change pricing with at least 30 days’ notice. Changes take effect at your next renewal.

4.3 Refunds. ** Fees are non-refundable except where required by law or expressly agreed in writing. You may cancel at any time, effective at the end of the current billing period. We do not provide prorated refunds.

4.4 Taxes. ** Fees are exclusive of any sales, use, VAT, or similar taxes, which we will add to your invoice or charge where applicable.

5. Ownership and Content

5.1 Our Rights. ** Excluding User Content, all intellectual property rights in the Services, including underlying models, software, documentation, and trademarks, belong to MontoHealth or its licensors.

5.2 Your Content. ** You retain ownership of your User Content and any PHI included in it. You grant us a worldwide, non-exclusive, royalty-free license to host, reproduce, store, transmit, process, and display User Content solely to operate, secure, and support the Services for you. This license ends when the User Content is deleted, subject to Section 11.3. We do not use Interaction Data or PHI to train or fine-tune AI models, as described in our Privacy Policy.

5.3 Your Responsibility for Content. ** You are solely responsible for your User Content and represent that you have all rights, consents, and permissions necessary to submit it and to have it processed as described in these Terms, our Privacy Policy, and any applicable BAA.

5.4 Feedback. ** If you give us feedback about the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use it without restriction or obligation to you.

6. Acceptable Use

6.1 Prohibited Conduct.

** You must not use the Services to:

• Upload or transmit content that is unlawful, fraudulent, harassing, defamatory, obscene, or that infringes a third party’s rights;
• Make or support decisions that unlawfully discriminate against Patients;
• Rely on the Services as a substitute for professional medical judgment, diagnosis, or emergency response;
• Interfere with, disrupt, or place an unreasonable load on the Services or their infrastructure;
• Circumvent or attempt to circumvent any security measure, access control, or usage limit;
• Transmit malicious code, or scrape or harvest data from the Services without authorization;
• Violate any applicable law or regulation, including HIPAA.

6.2 Enforcement. ** We may review, refuse, or remove User Content, and may investigate and act against accounts we reasonably believe violate this Section.

7. AI Technology and Your Oversight

The Services use artificial intelligence and machine learning, including third-party voice, language, and transcription components. AI-generated outputs are probabilistic and may be inaccurate, incomplete, or affected by bias.

AI-generated transcripts, summaries, and responses are intended to assist, not replace, clinical and administrative judgment. **The Services do not provide medical advice, diagnosis, or treatment, and must not be used as the sole basis for a clinical decision or in a medical emergency.** You are responsible for maintaining meaningful human oversight of any care-related communication and for ensuring appropriately licensed staff review matters requiring clinical judgment.

You are responsible for complying with applicable law when using the Services, including HIPAA, state health privacy law, and any professional or licensing obligations that apply to your practice.

8. HIPAA and Business Associate Agreement

Where the Services involve PHI, use of the Services is also governed by a Business Associate Agreement (“BAA”) between you and MontoHealth, which will be made available for execution prior to your processing of PHI through the Services. In the event of a conflict between these Terms and the BAA regarding the handling of PHI, the BAA controls. You must not submit PHI to the Services until a BAA is in place between you and MontoHealth.

9. Messaging Compliance

9.1 Our Registration. ** The Services include SMS and, where enabled, other messaging channels. MontoHealth maintains registration with The Campaign Registry as an Independent Software Vendor for U.S. A2P 10DLC messaging. Messaging through the Services is limited to appointment, care-coordination, and practice-related communications.

9.2 Your Obligations. ** If you use messaging features, you must:

• Provide accurate business information about your Organization, on request, for campaign registration and carrier vetting, and keep it current;
• Obtain appropriate consent from each Patient before sending messages, consistent with applicable law;
• Present consent language that identifies your Organization, describes message types and approximate frequency, states “Message and data rates may apply,” and gives opt-out instructions;
• Honor opt-out requests immediately, supporting STOP, QUIT, CANCEL, END, and UNSUBSCRIBE;
• Retain records of consent.

9.3 Permitted Use. ** Messaging is permitted for appointment reminders and confirmations, refill and referral status updates, and two-way communication between Patients and staff regarding scheduled care.

9.4 Prohibited Use. ** Messaging must not be used for marketing or promotions unrelated to a Patient’s care, or for any purpose unrelated to patient communication. You must not require messaging consent as a condition of receiving care.

9.5 Enforcement. ** We may suspend or terminate messaging capability for non-compliance. You are solely liable for violations of telecommunications law, including the TCPA, and for compliance with the terms of any messaging channel you use.

10. Third-Party Services

The Services may integrate with EHR, practice management, scheduling, telephony, and other systems you choose to connect. You are responsible for maintaining valid credentials and complying with each provider’s terms. We are not responsible for the availability, accuracy, or practices of third-party services.

11. Confidentiality

11.1 What Is Covered.

** “Confidential Information” means non-public information one party (the “Discloser”) makes available to the other (the “Recipient”) in connection with these Terms, whether or not marked confidential, that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure.

Our Confidential Information includes the non-public components of the Services, our models and algorithms, security information, pricing, and product plans. Your Confidential Information includes User Content, Interaction Data, Patient information, and your business plans.

11.2 Obligations of the Recipient.  ** The Recipient must protect the Discloser’s Confidential Information using at least reasonable care, use it only to perform its obligations under these Terms, and disclose it only to personnel and advisors bound by equivalent confidentiality obligations.

11.3 Exclusions.

** These obligations do not apply to information that is or becomes public without fault of the Recipient, was lawfully known before disclosure, is lawfully received from a third party, or is independently developed without use of the Discloser’s Confidential Information.

11.4 Compelled Disclosure. ** The Recipient may disclose Confidential Information where required by law, provided it gives prompt notice where legally permitted and discloses only what is required.

11.5 Duration. ** These obligations apply for three years from disclosure, and indefinitely for trade secrets and PHI, for as long as that information is held.

10.6 Return or Deletion. ** On written request following termination, the Recipient will return or delete the Discloser’s Confidential Information, except copies retained in routine backups or as required by law or the BAA.

12. Term and Termination

12.1 By You. ** You may terminate your account at any time through account settings or by contacting support. Termination takes effect at the end of the current billing period, and you remain responsible for charges already incurred.

12.2 By Us. ** We may terminate or suspend your account if you materially breach these Terms and do not cure the breach within 10 days of written notice, or if you fail to pay fees when due. We may suspend or terminate immediately, without a cure period, where we reasonably believe there is unlawful activity, a security risk, a HIPAA compliance risk, or a risk of harm to Patients or third parties.

12.3 Effect of Termination. ** On termination your right to use the Services ceases. You may request an export of your data before termination, subject to technical feasibility. We may delete account data and Interaction Data after a reasonable retention period, as described in our Privacy Policy and any applicable BAA.

13. Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT AI-GENERATED TRANSCRIPTS, SUMMARIES, OR RESPONSES WILL BE ACCURATE, COMPLETE, OR ERROR-FREE, OR THAT THE SERVICES WILL BE UNINTERRUPTED.

**THE SERVICES DO NOT PROVIDE MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT, AND ARE NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL JUDGMENT OR EMERGENCY MEDICAL SERVICES.**

14. Indemnification

You will defend, indemnify, and hold harmless MontoHealth and its Affiliates, and their officers, directors, employees, agents, and contractors, from any third-party claim, and resulting liabilities, damages, settlements, costs, and reasonable attorneys’ fees, arising from or related to:

• Your use of the Services;
• Your User Content, including any PHI;
• Your messaging practices;
• Your care or treatment decisions;
• Your violation of these Terms, any BAA, or applicable law; or
• Your violation of the rights of any third party, including any Patient.

14.1 Procedure. ** We will notify you promptly of any claim for which we seek indemnity. You will control the defense and settlement using counsel reasonably acceptable to us, and we may participate with our own counsel at our own expense. You must not settle any claim in a way that imposes an obligation on us without our prior written consent.

15. Limitation of Liability

15.1 Excluded Damages. ** TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, REGARDLESS OF THE THEORY OF LIABILITY.

15.2 Cap on Our Liability. ** OUR TOTAL AGGREGATE LIABILITY WILL NOT EXCEED THE LESSER OF: (A) THE TOTAL FEES YOU PAID IN THE THREE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS ($100).

15.3 What Is Not Limited. ** Nothing in this Section limits your obligation to pay fees due under Section 4, your indemnification obligations under Section 14, or any liability that cannot be limited under applicable law.

16. Dispute Resolution

16.1 Governing Law. ** These Terms are governed by the laws of the State of California and applicable federal law. Proceedings not subject to arbitration will be brought in the state or federal courts located in Alameda County, California.

16.2 Informal Resolution First. ** Before starting arbitration, send written notice to <support@montohealth.ai> describing the dispute and relief sought. Both parties will attempt to resolve it in good faith for 30 days.

16.3 Arbitration. ** Disputes not resolved informally will be settled by binding arbitration before a single arbitrator administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Alameda County, California.

16.4 Class Action Waiver. ** Disputes will be resolved only on an individual basis. Each party waives any right to participate in a class, consolidated, or representative proceeding.

16.5 Opt-Out. ** You may opt out of arbitration by sending written notice to <support@montohealth.ai> within 30 days of first accepting these Terms.

16.6 Exception.

** Either party may seek injunctive or other equitable relief in court to protect its intellectual property or Confidential Information.

17. Copyright Complaints

If you believe material accessible through the Services infringes your copyright, send written notice to <support@montohealth.ai>, identifying the work, the allegedly infringing material, your contact details, and a good-faith statement that the use is unauthorized.

18. General

18.1 Changes to These Terms.** We may revise these Terms. For material changes, we will give reasonable advance notice by email or by posting the revised Terms on our website. Continued use after the effective date constitutes acceptance.

18.2 Electronic Communications. ** You consent to receive communications from us electronically.

18.3 Geographic Scope. ** The Services are offered solely to Organizations operating in, and Patients located in, the United States.

18.4 Events Beyond Our Control. ** We are not liable for delay or failure caused by circumstances beyond our reasonable control, including outages at hosting, messaging, or AI providers, network failures, natural disasters, or government action.

18.5 Assignment. ** You must not assign these Terms without our prior written consent. We may assign these Terms to an Affiliate or in connection with a merger, acquisition, or sale of assets.

18.6 Entire Agreement. ** These Terms, our Privacy Policy, and any applicable BAA are the entire agreement between you and MontoHealth regarding the Services.

18.7 Severability. ** If any provision is held unenforceable, it will be limited to the minimum extent necessary, and the remaining provisions stay in effect.

18.8 No Waiver. ** A party’s failure or delay in enforcing any provision is not a waiver of that provision.

18.9 Independent Parties.

** The parties are independent contractors. These Terms create no partnership, joint venture, agency, or employment relationship.

19. Contact