Terms of Service

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity. If you do not agree to these Terms, do not use the Services. Additional terms may apply to certain features (e.g., Business Associate Agreement (BAA), data processing agreements, or order forms); those additional terms are incorporated by reference.

• Eligibility. You must be at least 18 and authorized by your organization to use the Services.
• Account security. You are responsible for safeguarding credentials and for all activities under your account.
• Accuracy. Provide accurate information and keep it up-to-date (e.g., contacts, billing, domains, SSO/IdP settings).

• Services are sold on a subscription or usage basis per the applicable order. Fees are non-cancelable and non-refundable except as expressly stated in these Terms or your order.
• Unless otherwise stated, invoices are due net 30 days. Late amounts may accrue interest at 1.5% per month (or the maximum allowed by law) plus reasonable collection costs.
• Fees are exclusive of taxes, duties, and similar charges, which you are responsible for (excluding taxes based on our net income).

We target high availability and enterprise support appropriate for healthcare workloads. Specific uptime, support tiers, and credits (if any) are described in your order or service level documentation. Maintenance and emergency changes may be performed with reasonable notice where practicable.

“Customer Data” means data submitted to the Services by or for you, including PHI where enabled. You retain all rights in Customer Data. You grant Sanova a limited, non-exclusive license to process Customer Data to provide and support the Services, comply with law, and as otherwise permitted by these Terms.

• HIPAA/BAA. When processing PHI for a covered entity or business associate, Sanova acts as a Business Associate under HIPAA. A BAA will be provided upon request and governs PHI processing. If a BAA is not in place, do not transmit PHI to the Services.
• Your responsibilities. You control configuration, retention, access, and lawful use of Customer Data, and you will obtain all rights and permissions necessary for its processing.

See our Privacy Policy and Security pages for more information.

• Sanova implements administrative, technical, and physical safeguards appropriate for healthcare, including encryption in transit and at rest, RBAC/SSO, audit logging, and vendor risk management.
• Sub-processors are bound by written agreements and are vetted for security and privacy posture; a current list is available on request.
• Customers may select data residency (e.g., US regions). Cross-region transfers are restricted unless explicitly authorized by the Customer and permitted by applicable U.S. law.

• The Services may provide AI-assisted features (e.g., transcription, summaries, coding suggestions, insights). Outputs are designed for professional review and do not replace clinical judgment.
• You are responsible for reviewing outputs, validating accuracy, and ensuring compliance with clinical, billing, and documentation standards.
• We do not sell Customer Data or use Customer PHI to train third-party foundation models. AI usage is subject to applicable BAAs/data processing terms and regional controls.

You agree not to, and not to allow third parties to:

• Violate law, clinical or billing regulations, or third-party rights.
• Upload malicious code, attempt to bypass security, or overload the Services.
• Misrepresent identity or misuse the Services to generate harmful or misleading content.
• Share credentials or access beyond your authorized users and scopes.
• Reverse engineer or create derivative works of the Services (except where permitted by law).

The Services may interoperate with third-party systems (e.g., EHRs, SSO/IdPs, RPM devices) and rely on cloud providers and sub-processors. We are not responsible for third-party products or terms. Your use of third-party services is governed by their agreements.

We may offer beta, preview, or trial features (“Beta Features”). Beta Features are provided “as is,” may be modified or withdrawn at any time, and may be subject to additional terms. You assume all risk for Beta Features.

• Sanova and its licensors retain all rights, title, and interest in the Services and related IP. No rights are granted except as expressly set forth in these Terms.
• If you provide feedback, ideas, or suggestions, you grant Sanova a perpetual, irrevocable, worldwide, royalty-free license to use them without restriction or obligation to you.

• Each party will protect the other’s Confidential Information with at least reasonable care and use it only as permitted. Exclusions apply for information that is public, independently developed, or lawfully received from a third party.
• We may use your name and logo in customer lists and marketing materials unless you opt out by written notice.

• These Terms start when you first use the Services and continue through the subscription term(s) in your order(s).
• We may suspend or terminate access for material breach, security risk, non-payment, unlawful use, or to comply with law. You may terminate for our uncured material breach with written notice.
• Upon termination, you remain responsible for fees due and must cease use of the Services. We will make Customer Data export available as described in your order, BAA, or our documentation.

• We warrant we have the right to provide the Services and will perform in a professional manner consistent with industry standards.
• EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
• The Services are not intended to diagnose, treat, or prescribe. You are responsible for professional oversight and compliance.

• TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL.
• EXCEPT FOR (A) YOUR PAYMENT OBLIGATIONS; (B) A PARTY’S INFRINGEMENT OF THE OTHER’S IP; (C) A PARTY’S BREACH OF CONFIDENTIALITY; OR (D) YOUR VIOLATION OF THE ACCEPTABLE USE POLICY, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES IS LIMITED TO THE AMOUNTS PAID OR PAYABLE BY YOU TO Sanova FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE 12 MONTHS BEFORE THE EVENT.

• By Sanova. We will defend and indemnify you against third-party claims alleging that the Services infringe IP rights, and pay final damages/costs awarded, provided you promptly notify us and allow us control of the defense. We may procure the right to continue, modify the Services, or terminate the affected portion with a pro-rated refund.
• By you. You will defend and indemnify Sanova from claims arising from Customer Data, your use in violation of law or these Terms, or your integrations.

• You will comply with applicable U.S. laws (including HIPAA and, where applicable, state privacy laws such as CCPA/CPRA), anti-corruption, and anti-bribery laws.
• You represent that you are not located in, organized under the laws of, or ordinarily resident in embargoed countries or on restricted party lists. You will not export or re-export the Services in violation of export laws.

These Terms are governed by the laws of the State of California, without regard to conflict of laws rules. The exclusive venue for disputes is the state or federal courts located in San Francisco County, California, and the parties consent to personal jurisdiction there.

We may update these Terms from time to time. When changes are material, we will provide notice (e.g., in-product, email) and update the “Last updated” date above. Continued use after the effective date constitutes acceptance.

If there is a conflict among documents, the following order of precedence applies: (1) an executed BAA (as to PHI/data processing); (2) an executed Order Form or MSA; (3) these Terms; (4) documentation and policies referenced herein (e.g., Privacy Policy).

Formal legal notices to Sanova must be sent to:
Sanova Health, Inc.
123 Market Street, Suite 400, San Francisco, CA 94105, USA
Email: legal@sanova.health

Account or support notices may be sent to your admin contacts and posted in the product. General inquiries: support@sanova.health.

• BAA: a Business Associate Agreement under HIPAA governing PHI processing.
• Customer: the entity entering an order for the Services.
• Customer Data: data submitted to or generated in the Services by or for Customer, including PHI.
• Services: Sanova’s hosted software, APIs, integrations, and related materials.