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Terms of Service

Effective

These Terms of Service (“Terms”) are a binding agreement between Soloist Health LLC, a New York limited liability company doing business as “SoloistHealth” (“SoloistHealth,” “we,” “us,” or “our”), and you. By creating an account, accessing, or using the SoloistHealth platform and related websites, applications, and services (collectively, the “Service”), you agree to these Terms. If you do not agree, do not use the Service.

The Service has two types of users, and some terms apply differently to each:

If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization.

1. The Service

SoloistHealth is a software platform that provides practice-management and electronic health record (“EHR”) tools to independent healthcare Providers, including scheduling and booking, telehealth, charting and clinical documentation, secure messaging, document sharing, journaling, goals and treatment planning, and billing and payments. SoloistHealth provides software only. SoloistHealth is not a healthcare provider, is not a covered entity, does not practice medicine or provide clinical, medical, legal, or other professional advice, and does not interfere with or control the professional judgment of any Provider.

2. Definitions

“Provider Content” means information a Provider uploads, creates, or stores through the Service, including information about Clients. “Client Content” means information a Client uploads or creates through the Service. “Protected Health Information” or “PHI” has the meaning given under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (“HIPAA”). “Account” means a registered user account on the Service.

3. Eligibility and Accounts

You must be at least 18 years old to create an Account. Providers register directly. Clients may access the Service only by invitation from a Provider, or through that Provider’s booking link; SoloistHealth does not offer open public self-registration for Clients. You agree to provide accurate information, to keep your credentials confidential, to enable available security protections (including any required authentication), and to be responsible for all activity under your Account. Notify us promptly at support@soloisthealth.com of any unauthorized use.

4. Acceptable Use

You agree not to: (a) use the Service unlawfully or to violate any third party’s rights; (b) upload malicious code or attempt to gain unauthorized access to the Service or its systems; (c) interfere with or disrupt the integrity or performance of the Service; (d) reverse engineer or copy the Service except as permitted by law; (e) use the Service to send unsolicited communications; or (f) use the Service in any manner not permitted by these Terms. We may suspend or terminate access for violations.

5. Additional Terms for Providers

5.1 Subscriptions and fees. Certain features require a paid subscription. Current pricing, including any free tier and the conditions that trigger a paid plan, is presented at sign-up and on our pricing page and is incorporated by reference. Subscription fees are billed in advance on a recurring basis through our third-party payment processor. Fees do not include taxes. Where SoloistHealth is required to collect sales tax, it is added at checkout and shown on your receipt. Except where required by law, fees are non-refundable. We may change pricing prospectively with notice as described in Section 12. You may cancel as described in your account settings; cancellation takes effect at the end of the current billing period.

5.2 Provider responsibility and the provider–client relationship. The Provider is solely responsible for the professional services it delivers, for the accuracy and lawfulness of Provider Content, for obtaining any necessary consents from its Clients, and for its relationship with its Clients. SoloistHealth is a tool the Provider uses; the Provider — not SoloistHealth — is responsible for all clinical decisions and for compliance with the laws and professional obligations applicable to its practice.

5.3 HIPAA and the Business Associate Agreement. To the extent SoloistHealth creates, receives, maintains, or transmits PHI on a Provider’s behalf, SoloistHealth acts as the Provider’s “business associate” and the Provider acts as a “covered entity” (or as another business associate), as those terms are defined under HIPAA. The parties’ obligations with respect to PHI are governed by the Business Associate Agreement (“BAA”), which the Provider enters into with SoloistHealth when it creates a Provider Account and accepts these Terms; no separate signature is required. The BAA is incorporated into these Terms by reference and controls in the event of any conflict with these Terms regarding PHI. If for any reason a BAA is not in effect, the Provider must not upload, submit, or otherwise cause PHI to be processed through the Service; doing so is a material breach of these Terms, and SoloistHealth may suspend the Provider’s access to the Service until a BAA is in effect.

5.4 Payments to Providers. SoloistHealth uses Stripe, Inc. (“Stripe”) to enable Providers to accept payments from their Clients. By enabling payments, the Provider agrees to the Stripe Connected Account Agreement and becomes the merchant of record for payments it accepts from its Clients. The Provider — not SoloistHealth — is responsible for refunds, chargebacks, disputes, taxes, and similar obligations arising from payments it accepts. SoloistHealth does not take a percentage of Provider–Client transactions; SoloistHealth’s fees are limited to the subscription described in Section 5.1 unless otherwise stated.

5.5 Minors. Accounts on the Service are limited to individuals who are at least 18 years old. The Service does not offer a separate login, portal, or self-service registration for individuals under 18, and SoloistHealth does not obtain, verify, or manage consent from a minor's parent or legal guardian. If a Provider's practice includes clients who are minors, the Provider — and not SoloistHealth — is solely responsible for: (a) determining whether and how the Provider may lawfully treat a minor, including applicable minor-consent, confidentiality, and parental or guardian notification laws in the relevant jurisdiction; (b) obtaining any consent required from a parent or legal guardian before creating records for, billing for, or otherwise processing information about a minor through the Service; and (c) entering, managing, and restricting access to a minor's information through the Service in a manner that complies with applicable law. Any information relating to a minor that is processed through the Service is Provider Content and, to the extent it is PHI, is governed by Section 5.3 and the BAA to the same extent as information relating to any other Client. SoloistHealth does not independently verify a Client's age, a Provider's authority to treat a minor, or the existence or scope of any parental or guardian consent.

5.6 Security Measures. SoloistHealth maintains the security measures described in Exhibit A (Security Measures), which is incorporated into these Terms by reference.

5.7 Provider Video Platform. If the Provider offers video appointments, video sessions take place on a video platform that the Provider selects, supplies, and controls (the “Provider Video Platform”), such as Zoom, Doxy.me, Google Meet, or Microsoft Teams. SoloistHealth does not host, operate, join, record, or have access to video sessions. The Service stores the meeting link the Provider enters and displays it to the Provider and the Provider’s Clients on appointment pages and in appointment emails and calendar files; the Provider is responsible for keeping that link accurate and current. The Provider Video Platform is a third-party service engaged by the Provider, not by SoloistHealth, and is not a subcontractor of SoloistHealth. The audio, video, chat, recordings, and other content of a video session are not processed by SoloistHealth and are outside the scope of the BAA. The Provider is solely responsible for its Provider Video Platform, including choosing a platform and plan suitable for its practice (such as a plan that supports HIPAA compliance and a business associate agreement with that vendor, where its practice requires them), configuring the platform’s security and privacy settings, obtaining any consent required before recording a session, and complying with the platform’s terms and paying its fees. SoloistHealth disclaims all liability arising from or relating to the Provider Video Platform, including its availability, to the extent permitted by law.

6. Additional Terms for Clients

6.1 Your relationship is with your Provider. You access the Service through a Provider’s invitation or that Provider’s booking link. Your care, treatment, billing, and professional relationship are with your Provider, not with SoloistHealth. Questions about your care, your records, your bills, or your privacy rights should be directed to your Provider.

6.2 Not for emergencies; no medical advice. The Service is not designed for emergencies and does not provide medical advice. If you are experiencing a medical emergency, call 911 or your local emergency number immediately. Do not use the Service to request urgent or emergency care.

6.3 Payments. If you pay a Provider through the Service, your payment is processed by Stripe and is a transaction between you and your Provider. Refund and billing questions should be directed to your Provider.

6.4 Video appointments. If your Provider offers video appointments, the video session takes place on a video platform that your Provider selects and controls (see Section 5.7), not on the Service. The session is governed by that platform’s own terms and privacy practices, not by these Terms or SoloistHealth’s Privacy Policy. SoloistHealth only displays the meeting link your Provider supplies; it does not host, join, record, or have access to the session.

7. Content and Intellectual Property

As between you and SoloistHealth, you retain all rights in Provider Content and Client Content you submit. You grant SoloistHealth a limited, worldwide license to host, process, transmit, display, and store your content solely to provide and improve the Service, to prevent or address technical or security issues, and as otherwise permitted by these Terms and (for PHI) the BAA. SoloistHealth and its licensors retain all rights in the Service, including all software, design, and trademarks. Except for the rights expressly granted to you, no rights are transferred.

7.1 Copyright Complaints. If you believe content on the Service infringes your copyright, send a notice meeting the requirements of 17 U.S.C. §512(c)(3) to our designated agent at Copyright Agent, Soloist Health LLC, 418 Broadway, Ste N, Albany, NY 12207, (646) 655-9416, legal@soloisthealth.com. We may remove or disable access to allegedly infringing content and, in appropriate circumstances, terminate the accounts of repeat infringers.

8. Third-Party Services

The Service integrates third-party services, including Stripe (payments), among others. Your use of those features may be subject to the third party’s own terms. SoloistHealth is not responsible for third-party services and disclaims liability arising from them to the extent permitted by law. Video appointments take place on the Provider Video Platform described in Section 5.7, which the Provider engages directly rather than through the Service.

9. Disclaimers

EXCEPT AS EXPRESSLY STATED AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SOLOISTHEALTH DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. THE SERVICE IS NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL JUDGMENT, AND SOLOISTHEALTH IS NOT RESPONSIBLE FOR ANY CLINICAL DECISION MADE BY A PROVIDER OR ANY CARE PROVIDED OR NOT PROVIDED.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SOLOISTHEALTH AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUES, DATA, OR GOODWILL. SOLOISTHEALTH’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID SOLOISTHEALTH IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE THOUSAND U.S. DOLLARS ($1,000).

11. Indemnification

You will defend, indemnify, and hold harmless SoloistHealth from and against claims, damages, and expenses (including reasonable attorneys’ fees) arising out of your content, your use of the Service, your violation of these Terms, or (for Providers) your provision of professional services and your relationship with your Clients, to the extent permitted by law.

12. Changes; Term; Termination

We may modify these Terms; material changes will be communicated by reasonable means, and continued use after the effective date constitutes acceptance. We may suspend or terminate the Service or your Account for violation of these Terms, to comply with law, or to protect the Service or its users. You may stop using the Service at any time. Upon termination, the export and deletion of data — including any PHI — is handled as described in the BAA and our data-retention practices. We may also add, change, or discontinue any feature or functionality of the Service at any time; we will use reasonable efforts to notify Providers in advance of any change that materially reduces core functionality they are actively using.

13. Governing Law; Dispute Resolution

These Terms are governed by the laws of the State of New York, without regard to conflict-of-laws rules. The state courts of Queens County, New York shall have exclusive jurisdiction.

Before commencing any legal proceeding, the parties shall first attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to these Terms through negotiations between executives of each party with authority to settle the dispute. Either party may initiate this process by providing written notice describing the dispute. The parties shall meet (virtually or in person) within fifteen (15) business days after such notice and shall negotiate in good faith for at least thirty (30) days.

If the dispute has not been resolved through executive negotiations, either party may submit the dispute to confidential, non-binding mediation administered by a mutually agreed mediator in New York, New York. The parties shall share the mediator's fees and costs equally. Participation in mediation shall be a condition precedent to filing suit, except that either party may seek temporary or preliminary injunctive or other equitable relief from a court of competent jurisdiction to prevent immediate and irreparable harm, without first complying with the negotiation or mediation requirements.

If the dispute is not resolved through mediation within sixty (60) days after the mediator is appointed, either party may pursue any remedies available at law or in equity. The state courts located in Queens County, New York shall have exclusive jurisdiction over any action arising out of or relating to these Terms, and each party irrevocably submits to the personal jurisdiction of such courts. The prevailing party in any action or proceeding arising out of or relating to these Terms shall be entitled to recover its reasonable attorneys' fees and costs.

Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY (SOLOISTHEALTH AND YOU) IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS, THE BAA, OR THE SERVICE, WHETHER BASED IN CONTRACT, TORT, STATUTE, OR OTHERWISE. EACH PARTY ACKNOWLEDGES THAT IT HAS HAD THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL REGARDING THIS WAIVER AND THAT IT IS ENTERING INTO THIS WAIVER KNOWINGLY AND VOLUNTARILY.

Class Action Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS, THE BAA, OR THE SERVICE MUST BE BROUGHT IN THAT PARTY'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED ACTION. NO COURT MAY CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, OR OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, IN AN ACTION GOVERNED BY THESE TERMS. IF THIS WAIVER IS FOUND UNENFORCEABLE AS TO A PARTICULAR CLAIM OR REQUEST FOR RELIEF, THAT CLAIM OR REQUEST SHALL BE SEVERED, AND THE REMAINDER OF THIS WAIVER SHALL REMAIN IN FULL FORCE AND EFFECT.

14. Miscellaneous

These Terms, together with the BAA and any policies referenced here, are the entire agreement between you and SoloistHealth regarding the Service. If any provision is unenforceable, the rest remains in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets.

No Third-Party Beneficiaries. These Terms are for the benefit of SoloistHealth and the Account holder only. A Provider’s Clients are not parties to, and have no rights or remedies under, these Terms; a Client’s rights and remedies regarding the Provider’s services are solely against the Provider.

Force Majeure. SoloistHealth is not liable for any delay or failure to perform resulting from causes outside its reasonable control, including acts of God, internet or utility failures, cyberattacks, labor disputes, or third party service provider outages (including but not limited to cloud hosting or Stripe).

15. Contact

Soloist Health LLC, 418 Broadway, Ste N, Albany, NY 12207. Email: support@soloisthealth.com.

Exhibit A: Security Measures

SoloistHealth maintains an information security program with administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data, including the measures described below. “Customer Data” means data provided by or on behalf of a customer through the Service, including Protected Health Information (“PHI”) to the extent governed by a Business Associate Agreement between the parties. These measures may be updated from time to time to reflect changes in technology, industry standards, or applicable law, provided that no such update will materially diminish the overall security of Customer Data.

1. Security Governance. SoloistHealth maintains a risk-based information security program, including periodic security risk assessments, written information security policies, and a written incident response and breach notification plan. Workforce members with access to Customer Data complete security and privacy training upon onboarding and periodically thereafter. Security incidents and breaches are reported in accordance with applicable law and any Business Associate Agreement between the parties.

2. Access Control. Access to the platform is authenticated and role-based, with multi-factor authentication required for provider accounts. Customer environments are logically separated, and access to Customer Data is restricted to authorized personnel and systems on a need-to-know basis, enforced through automated controls. Client accounts are created only in connection with an authorized provider, either by that provider's invitation or through that provider's booking link; the platform does not offer open public self-registration. Credentials are never stored in plaintext.

3. Encryption. Customer Data is encrypted in transit using industry-standard protocols and encrypted at rest using industry-standard encryption algorithms.

4. Secure Development. SoloistHealth follows a secure software development lifecycle, including automated security testing prior to deployment, ongoing scanning and remediation of known vulnerabilities in production dependencies, and controls designed to prevent sensitive data from being written to logs or diagnostic tooling. SoloistHealth conducts periodic internal security reviews and periodic independent third-party security testing, including penetration testing.

5. Monitoring. SoloistHealth monitors the platform for errors and security-relevant events using tooling designed to avoid exposing sensitive data, and applies rate-limiting and related controls to authentication systems to help resist automated and credential-based attacks.

6. Resilience and Data Lifecycle. The platform operates on managed cloud infrastructure with regular, encrypted backups and recovery capabilities designed to support business continuity. SoloistHealth maintains a data retention policy governing the retention, export, and secure deletion of Customer Data consistent with applicable legal and contractual requirements.

7. Subprocessors. SoloistHealth enters into written agreements with subprocessors that create, receive, maintain, or transmit Customer Data on its behalf, containing data protection obligations consistent with this Exhibit and, where applicable, HIPAA business associate requirements.

8. Physical Security. SoloistHealth’s infrastructure is hosted with reputable cloud service providers that maintain independent third-party security certifications, such as SOC 2 or equivalent. SoloistHealth does not operate its own physical data center facilities.