Zen Health Systems

Terms of Service

Effective date: October 2026

Draft, under counsel review. This page is not yet in effect; the bracketed items are placeholders.

These Terms of Service ("Terms") govern access to and use of the Zen Health Systems platform, the applications operated on it, and this website (together, the "Service"), operated by Zen Health Systems LLC("we," "us"). By creating an account or using the Service you agree to these Terms. If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to it.

Order of precedence. If your organization has signed a separate written agreement with us (such as a platform agreement, pilot agreement, or Business Associate Agreement), that agreement controls where it conflicts with these Terms.

1. The Service

The Service lets organizations shape and operate software tools that run their clinical and operational services. Tools on the Service organize, track, surface, and inform; they are designed so that licensed clinicians remain the decision-makers and can review the basis of anything a tool surfaces. The Service and the applications on it are not medical devices: they do not analyze medical images or signals, do not direct diagnosis or treatment, and are not intended to be relied on in place of professional judgment. See our Disclaimers.

2. Accounts

You are responsible for your credentials and for activity under your account. Keep your password secure, enable multi-factor authentication where offered, and notify us promptly of any suspected unauthorized access. Organization administrators control membership and roles within their organization and are responsible for those grants.

3. Acceptable use

You agree not to: (a) use the Service for any unlawful purpose; (b) probe, disable, or circumvent security or access controls; (c) misrepresent your identity or affiliation; (d) resell or provide the Service to third parties except as your agreement with us permits; or (e) use applications on the Service for clinical decision-making. Do not enter protected health information (PHI) or other patient-identifying information into the co-design surfaces of the Service or into the forms on this website, including proposals, decision notes, and the demo and memo request forms. Those surfaces are not intended to receive PHI.

4. Your content and ownership

You retain ownership of the content you submit and, as between you and us, of your organization's data and decision logs. On termination of a paid agreement you may export that data and those decision logs in open formats, on the schedule your agreement fixes. We retain ownership of the Service itself, including the Zen Health Systems software, the tool catalog, and our infrastructure; nothing in these Terms transfers any of it to you. Continuity beyond export, where your agreement provides for it, is an escrow or exit-license arrangement. You grant us the rights needed to host, process, and display your content in order to provide the Service. If you give us feedback, we may use it without obligation.

5. AI-assisted building

We use artificial-intelligence systems to assist our staff in building and changing applications and in drafting content (for example, drafting operational rules from your policy documents). AI output can be incomplete or incorrect. The Service is designed so that consequential outputs are reviewed and approved by people before they take effect: every change is authored and reviewed by our staff, and rules take effect only after your people approve them. You are responsible for the reviews and approvals made within your organization.

6. Fees

Fees, billing cadence, and payment terms are set out in your organization's platform agreement or order form. Except where that agreement says otherwise, fees are exclusive of taxes and non-refundable once the billed period has begun.

7. Confidentiality and security

We maintain administrative, technical, and physical safeguards appropriate to the Service, described further in our Privacy Policy. Each party will protect the other's confidential information with at least reasonable care and use it only as needed to perform under these Terms.

8. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. THE SERVICE DOES NOT PROVIDE MEDICAL, LEGAL, OR COMPLIANCE ADVICE, AND USE OF THE SERVICE DOES NOT BY ITSELF MAKE ANY ORGANIZATION COMPLIANT WITH ANY LAW, REGULATION, OR FRAMEWORK.

9. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR REVENUES, EVEN IF ADVISED OF THE POSSIBILITY. EXCEPT FOR YOUR PAYMENT OBLIGATIONS OR A PARTY'S BREACH OF SECTION 3, EACH PARTY'S TOTAL LIABILITY UNDER THESE TERMS IS LIMITED TO THE FEES PAID OR PAYABLE BY YOUR ORGANIZATION IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

10. Term and termination

You may stop using the Service at any time; organization deletion removes platform-side records as described in the Privacy Policy. We may suspend or terminate access for material breach of these Terms. On termination of a paid agreement, we will make your data and decision logs available for export as described in that agreement.

11. Changes

We may update these Terms; material changes will be notified through the Service or by email, and the effective date above will change. Continued use after the effective date constitutes acceptance.

12. Governing law; contact

These Terms are governed by the laws of Oregon, excluding its conflict-of-laws rules. Questions about these Terms: jake@zenhealthsystems.com.