Last Updated: April 30, 2026
The following Terms of Service Agreement (the "Agreement") is entered into by and between you and Halo Medical Solutions, Inc. ("Halo", "Company", "we", "us" or "our"). This Agreement governs your access to and use of our platform ("Platform"), our application ("App"), our application programming interfaces (each an "API") or any other products and services made available by us (collectively, the "Services").
Please read this Agreement carefully. By accessing or otherwise using the Services or by clicking to accept or agree to the Agreement when this option is made available to you, you:
If you are using the Services on behalf of an entity, you are agreeing to this Agreement for that entity and are representing to us that you have the authority to bind that entity to this Agreement (in which case "you" will refer to that entity). If you do not accept this Agreement or do not satisfy the eligibility requirements set forth below, you may not access or use the Services.
The parties acknowledge that acceptance of the Agreement by electronic means between the Parties has the same evidential value as a paper agreement.
Your use of, and participation in, the Services offered by the Company is subject to the terms set forth in our privacy policy located at Halo/privacy (the "Privacy Policy"). Our Privacy Policy details how we collect and use your information to manage this Agreement.
We reserve the right to update and revise this Agreement at any time. We'll make sure to also change the "Last Updated" date at the top of this page so you can tell if this Agreement has changed since your last visit. Any such changes are effective immediately when we post them and apply to all access to and use of the Services thereafter. Please review this Agreement regularly because once we post any changes, your continued use of the Services constitutes your acceptance of the revised Terms. If you do not accept any modification to the Terms, you must stop using the Services. Notwithstanding the foregoing, any change to the Fees and Payment terms as described in Section 5 will enter in force only on the calendar month following the revision of this Agreement.
Your use of the Services is subject to your compliance with this Agreement. By accessing and using the Services, you warrant that:
The Services are designed and intended to be used by healthcare providers, telehealth companies and any companies that provide services relating to any of the foregoing. Despite the foregoing, the Services are a tool that enable these constituencies to better serve their patients and customers, and do not, in any circumstance, constitute the provision of medical advice by us.
You can only use or receive the Services to the extent the laws of your jurisdiction or the United States do not bar you from doing so. Please make sure this Agreement is in compliance with all laws, rules and regulations that apply to you. You are solely responsible for ensuring that your use of the Services complies with the laws of your specific jurisdiction.
We hereby grant you a non-exclusive, non-transferable right to access and use the Services during the Term, solely for use by your end users in accordance with this Agreement. In this Agreement, "end users" refers to your staff (e.g. employees, contractors) authorized to use the Services under the conditions defined in the Agreement.
To the extent that your use of the Services involves the use and/or integration of our Platform or any of our APIs or Services, we hereby grant you, during the Term, a non-exclusive, non-transferable license (without the right to sublicense) to use the Platform and/or any API or API components and/or Services to:
You may only use the Services as explicitly authorized and in compliance with any policies as set forth herein or otherwise made available to you within the Services. No portion of the Services may be reproduced in any form or by any means. Without limiting the foregoing, you may not do any of the following while accessing or using the Services:
We may from time to time in our sole discretion develop and provide updates to the Services, modify the Services, change the Services, restrict access to the Services (including to registered users) or withdraw or terminate the Services entirely, and we reserve the right to do so in our sole discretion without notice to you. Any such updates, modifications or changes will be deemed part of the Services and subject to all terms and conditions of this Agreement. Following such update, modification or change, you may terminate this Agreement without cause upon thirty (30) days written notice. We will not be liable to you or any third party for any modification, suspension, discontinuance or termination of the Services.
Your access to the Services may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or Services. We will restore the Services as soon as we reasonably can. We will not be liable to you if the Services are unavailable from time to time.
The Services are intended to assist you in the conduct of your business. We do not make any representations or warranties that your use of the Services will satisfy or ensure your compliance with any legal obligations or applicable laws, rules, or regulations. You are solely responsible for ensuring compliance with all applicable laws and regulations.
Without limiting the foregoing, you will:
The term of the Agreement shall commence on the day you sign the Agreement (the "Effective Date"). Your access to and use of the Services will last for an initial period of one (1) month (hereinafter the "Initial Term") as of the Effective Date. At the end of the Initial Term, the Agreement will be renewed by tacit renewal for successive periods of one (1) month (hereinafter the "Renewed Term") unless terminated by you by sending an email with one (1) month notice to the Company.
We can terminate your access to or use of the Services as a result of your having violated this Agreement or otherwise engaged in conduct that harms or is intended to harm us or the Services. We may also suspend or terminate your use of the Services as a result of your fraud or breach of any obligation under this Agreement. Such termination or suspension may be immediate and without notice.
We can also terminate this Agreement without cause and in our sole and complete discretion upon one (1) month's prior written notice to you.
If your access to the Services is terminated or suspended for any reason:
Upon termination of the Services, we will, at your option, either return all your information, account data and patient information to you or delete all said information and data.
We provide a technology solution for healthcare professionals. You acknowledge and understand that we do not provide any medical advice, legal advice, or representations in any way regarding any legal or medical issues associated with you or your end users. You should seek legal counsel regarding any legal and compliance issues, and should not rely on any materials or content associated with the Services in determining your compliance obligations under any law. You are solely responsible for preserving and making adequate backups of your data.
To access and use the Services, you will be required to register with the Site and create a user account ("Account"). Any individual employed by a business that is a healthcare provider, telehealth company and any company that provides services to any of the foregoing who will be using the Services, is required to create their own Account.
In order for us to provide you the best possible service, you agree that, as part of the registration process, you will provide us with complete and accurate information and also agree to keep your Account information up to date at all times.
If you are a healthcare provider or an employee or agent of a healthcare provider, in order to comply with applicable laws, rules and regulations, you may be required to verify your identity and credentials after registering your Account. We reserve the right to modify the verification process at any time in our sole discretion.
If you create an Account, you are solely responsible for any activity that occurs through your Account. You, your employees or agents should not share your Account information. You are solely responsible for keeping your Account and Account password secure and for any consequence resulting from your failure to do so.
We reserve the right to disable any Account, username, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason. You can always delete your Account by emailing us at keshav@halohealth.app.
The Services may include both paid-for Services, for which you will be charged fees ("Fees") and free Services for which no fees are charged. The applicable Fees are available on our website or on the subscription portal. We reserve the right to change the Fees we charge for the Services upon reasonable advance notice to you.
Fees are invoiced in advance on a monthly basis and payable upon receipt of the invoice by direct debit, credit card or other payment means notified to you at our sole discretion. We may use third party payment service providers to collect any Fees you incur in the course of your use of the Services.
You acknowledge that your failure to pay any Fees when due may result in suspension or termination of your use of the Services. If you fail to pay any of the fees or charges due hereunder, the Company reserves the right to engage an attorney or a collections agency to collect the delinquent fees and charges.
You are responsible for all sales tax, use tax, value added taxes, withholding taxes and any other similar taxes and charges of any kind imposed by a governmental entity on the transactions contemplated by this Agreement.
Although we aim to offer you the best service possible, we make no promise that the Services will meet your requirements and we cannot guarantee that the Services will be fault free. We will use commercially reasonable efforts to provide technical support services to you. If a fault or other issue occurs in our Services, please report it to us at keshav@halohealth.app and we will review your complaint and, where we determine it appropriate to do so, correct the fault.
"Confidential Information" means all information provided or made available by or on behalf of the disclosing party (whether disclosed orally or disclosed or accessed in written, electronic, or other form of media, and whether or not marked, designated, or otherwise identified as "confidential").
Neither party shall disclose to any third party any Confidential Information without the other party's prior written consent, except as otherwise expressly permitted under this Agreement. The foregoing restrictions do not apply to information that is in the public domain, was known to the receiving party prior to disclosure, becomes known from a third party having a bona fide right to disclose the information, or is required pursuant to a court order or valid administrative subpoena.
This Section 7 will survive termination or expiration of your use of the Services.
If you or your organization are subject to the Health Insurance Portability and Accountability Act ("HIPAA") as a Covered Entity or Business Associate and intend to use the Services in a manner that will cause us to create, receive, maintain, or transmit Protected Health Information on your behalf, you agree to the Business Associate Agreement (BAA) provided in Appendix I of this Agreement.
"Protected Health Information" or "PHI" has the meaning given to the term "protected health information" in 45 CFR §§164.501 and 160.103, limited to the information created or received by Halo from or on behalf of you.
Halo may use or disclose PHI as reasonably necessary to provide the Services described in this Agreement, and to undertake other activities permitted or required by the BAA or as required by law.
Halo will implement appropriate administrative, physical, and technical safeguards to prevent the use or disclosure of PHI other than as provided by this Agreement and the BAA. These safeguards will reasonably and appropriately protect the confidentiality, integrity, and availability of the Electronic PHI that Halo creates, receives, maintains, or transmits on your behalf.
Halo will report to you any use or disclosure of PHI not provided for by this Agreement, any Security Incident affecting Electronic PHI, and any Breach of Unsecured PHI, in accordance with the reporting procedures outlined in the BAA.
Halo will ensure that any of its subcontractors that have access to PHI agree to the same restrictions and conditions that apply to Halo with respect to such PHI.
Upon your request, Halo will make available PHI in a Designated Record Set to you or, as directed by you, to an Individual, to fulfill your obligations under 45 CFR 164.524.
Halo will make any amendment(s) to PHI in a Designated Record Set as directed or agreed to by you pursuant to 45 CFR 164.526, or take other measures as necessary to satisfy your obligations under 45 CFR 164.526.
Halo will document disclosures of PHI and information related to such disclosures as would be required for you to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR 164.528.
Halo may de-identify any and all PHI created or received under this Agreement. Once PHI is de-identified pursuant to 45 CFR 164.514(b), it is no longer subject to this Agreement.
Except as otherwise expressly granted to you in this Agreement, we reserve and retain all right, title and interest in the Services, including without limitation, all technology and processes, enhancements or modifications thereto, trademarks, service marks, site design, text, video, graphics, logos, images and icons, as well as the arrangement thereof. You acknowledge that the Services contain proprietary content, information and material protected by applicable intellectual property and other laws.
Any unauthorized use of any content or materials on the Services is strictly prohibited and violates copyright, trademark, and/or other intellectual property laws.
THE SERVICES ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE SERVICES OR ANY CONTENT ON THE SERVICES, WHETHER PROVIDED OR OWNED BY THE COMPANY OR BY ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUS, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. IN ADDITION, YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICES.
IN NO EVENT WHATSOEVER SHALL THE COMPANY, ITS AFFILIATES, OR SUPPLIERS, OR THEIR RESPECTIVE OFFICERS, EMPLOYEES, SHAREHOLDERS, AGENTS, OR REPRESENTATIVES, BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE, INCLUDING BUT NOT LIMITED TO LOSS OF SALES, PROFIT, REVENUE, GOODWILL, OR DOWNTIME, REGARDLESS OF SUCH PARTY'S NEGLIGENCE OR WHETHER SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IF COMPANY IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS, COMPANY'S LIABILITY SHALL IN NO EVENT EXCEED THE GREATER OF (1) THE TOTAL OF ANY FEES PAID BY YOU TO COMPANY IN THE SIX (6) MONTHS PRIOR TO THE DATE THE CLAIM IS ASSERTED, OR (2) US$500.00.
You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of this Agreement or your use of the Services.
Company agrees to defend you and your affiliates against any third party claim to the extent such claim arises from infringement by the Services of such party's copyrights, trademarks, trade secrets or patents issued as of the Effective Date.
No matter where you're located, the laws of the state of Delaware will govern this Agreement and the relationship between you and the Company as if you signed this Agreement in Delaware, without regard to Delaware state's conflicts of laws rules. The parties agree to submit to the federal or state courts in Delaware for exclusive jurisdiction of any dispute arising out of or related to your use of the Services or your breach of this Agreement.
In the event of a dispute, controversy or claim of any kind arising under or in connection with this Agreement (a "Dispute"), each party will appoint a representative for the purpose of endeavoring to negotiate in good faith to resolve the Dispute. If a Dispute is not resolved by the parties within ninety (90) days after the issuance of written notice, either party may take any available action in law or in equity. Nothing in this provision shall prevent a party from seeking equitable relief before commencing or during the foregoing informal dispute resolution processes.
If it turns out that any part of this Agreement is invalid, void, or for any reason unenforceable, that term will be deemed severable and limited or eliminated to the minimum extent necessary. The limitation or elimination of the term will not affect any other terms.
This Agreement together with the Business Associate Agreement if any constitutes the entire agreement between you and the Company and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written with respect to these Services. In case of inconsistency between the Agreement and the Business Associate Agreement, the terms of the Agreement shall prevail.
We will not be liable for any failure to perform any of our obligations stated in this Agreement if the failure results from a cause beyond our reasonable control, including—without limitation—mechanical, electronic or communications failure or degradation, strikes or other labor disputes, restraints or delays affecting carriers, or our inability or delay in obtaining supplies of adequate or suitable materials.
You cannot assign, transfer or sublicense your rights, obligations or responsibilities under this Agreement without first obtaining our consent. We may assign, transfer, or delegate any of our rights and obligations without consent. This Agreement does not create any agency, partnership, joint venture, or employment relationship.
No waiver by any party of the other party's failure to comply with any part of this Agreement shall be binding unless the waiver is in writing signed by the party giving the waiver.
You release the Company and our successors from all losses, damages, rights, and demands and actions of any kind, including personal injuries, death, and property damage, that are directly or indirectly related to or arise from your use of the Services (collectively, "Claims"). If you are a California resident, you hereby waive California Civil Code Section 1542.
All feedback, comments, requests for technical support and other communications relating to the Services should be directed to: keshav@halohealth.app
This Business Associate Agreement (the "BAA") is made and entered into by and between Halo Medical Solutions, Inc. ("Business Associate") and a client who has entered a Terms of Service Agreement with the Business Associate ("Covered Entity").
For purposes of this BAA, the following definitions apply: "Protected Health Information" or "PHI" means any information relating to the past, present, or future physical or mental health of an individual; "Breach" means the acquisition, access, use, or disclosure of PHI in a manner not permitted under the HIPAA Privacy Rule; "Security Incident" means the attempted or successful unauthorized access, use, disclosure, modification, or destruction of information or interference with system operations; and all other capitalized terms have the meanings given in the Privacy Rule.
HALO may use or disclose PHI as necessary to perform services set forth in the underlying agreement, shall make reasonable efforts to limit PHI to the minimum necessary, may use de-identified health information as permitted by 45 CFR §164.502(d), and may use or disclose PHI for its proper management and administration or as required by law.
This BAA shall remain in effect until terminated or until all PHI is destroyed or returned to Covered Entity. The Covered Entity may terminate this BAA if HALO breaches any material term and fails to cure the breach within thirty (30) days. Upon termination, HALO shall return or destroy all PHI within 30 days and certify compliance in writing.
This BAA may be amended only by written agreement of the parties. Any ambiguity shall be interpreted to permit compliance with the HIPAA Rules. HALO agrees to indemnify and hold harmless Covered Entity from any claims arising out of a Breach or violation of HIPAA Rules caused by HALO's negligence or willful misconduct. This BAA shall be governed by the laws of the state in which Covered Entity is located.
Contact: Halo Medical Solutions, Inc. — keshav@halohealth.app
Halo Medical Solutions, Inc. — Privacy Policy