These Terms of Service (the "Terms") govern your access to and use of the websites, software, professional services, and SaaS platform (collectively, the "Services") provided by Health Partners International LLC ("HPI," "we," "us," or "our"). By accessing or using the Services, or by entering into an order, statement of work, or written agreement that references these Terms, you ("you" or "Client") agree to be bound by them.
1. Acceptance of these Terms
By using the Services you confirm that you have read, understood, and agree to these Terms and to our Privacy Policy. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to that organization. If you do not agree, do not use the Services.
2. Our services
HPI provides engineering and advisory services that may include custom software development, hardware and embedded development, regulatory and clearance consulting, AI agent development and automation, third-party integrations, and compliance and policy support, as well as access to our hosted SaaS platform. The specific scope, deliverables, timelines, and fees for any engagement are defined in a separate order form, proposal, or statement of work ("SOW") that incorporates these Terms by reference. In the event of a conflict, the SOW controls for that engagement.
3. Eligibility & accounts
You must be at least 18 years old and capable of forming a binding contract to use the Services. If the Services include access to an account, you are responsible for safeguarding your credentials and for all activity that occurs under your account. You agree to provide accurate information, keep it current, and notify us promptly of any unauthorized use or suspected breach of security.
4. Engagements & deliverables
Each engagement is governed by its SOW. Unless the SOW states otherwise:
- Deliverables are provided on the schedule described in the SOW, which represents good-faith estimates rather than guarantees of specific dates.
- Changes to scope, requirements, or deliverables may require a written change order and may affect fees and timelines.
- You agree to provide timely access to information, systems, personnel, and approvals reasonably necessary for us to perform. Delays in your cooperation may affect schedules and costs.
- Acceptance criteria, if any, are defined in the SOW. Absent stated criteria, deliverables are deemed accepted if you do not provide written objection within ten (10) business days of delivery.
5. Fees & payment
Fees are set out in the applicable SOW or order form. Unless stated otherwise, invoices are due within fifteen (15) days of the invoice date. Late amounts may accrue interest at the lesser of 1.5% per month or the maximum permitted by law. Fees are exclusive of taxes, and you are responsible for applicable taxes other than taxes on our net income. Payments are processed through our third-party payment processor; see our Payments & Stripe terms. Except as expressly stated or required by law, fees are non-refundable.
6. Intellectual property
Our IP. We retain all right, title, and interest in our pre-existing materials, tools, frameworks, know-how, and the SaaS platform, including all improvements to them. Nothing in these Terms transfers ownership of our IP to you.
Deliverables. Subject to full payment and as specified in the SOW, we assign or license to you the custom deliverables created specifically for you. We retain a perpetual right to use general skills, concepts, and know-how gained during an engagement, and to reuse non-confidential, generalized components and tooling.
Your materials. You retain ownership of content, data, and materials you provide, and you grant us a license to use them solely to perform the Services.
7. Regulatory disclaimer
HPI provides engineering and regulatory consulting support, including assistance preparing documentation for regulatory submissions and clearances. We do not guarantee any regulatory outcome. Clearance, approval, or authorization decisions are made solely by the relevant authorities and depend on factors outside our control. Nothing we provide constitutes legal, medical, or regulatory-affairs advice on which you should solely rely, and you remain responsible for the regulatory status, safety, and lawful marketing of your products.
8. Acceptable use
You agree not to: (a) use the Services in violation of applicable law; (b) infringe the intellectual property or privacy rights of others; (c) attempt to gain unauthorized access to, disrupt, or reverse engineer the Services or platform except to the extent permitted by law; (d) upload malicious code or use the Services to transmit harmful, unlawful, or infringing content; or (e) use the Services, including any AI agent functionality, to make automated decisions that produce legal or similarly significant effects without appropriate human oversight.
9. Third-party services
The Services may integrate with or depend on third-party products and services, including payment processors, cloud providers, and APIs. Your use of those services is governed by their own terms, and we are not responsible for their availability, performance, or acts and omissions. We do not control and are not liable for third-party services beyond our reasonable integration efforts.
10. Confidentiality
Each party may receive confidential information of the other. The receiving party agrees to protect such information using at least reasonable care, to use it only to perform under these Terms, and not to disclose it except to representatives who need to know and are bound by similar obligations. Confidentiality obligations do not apply to information that is public through no fault of the receiving party, independently developed, or rightfully received from a third party.
11. Warranties & disclaimers
We warrant that the Services will be performed in a professional and workmanlike manner consistent with industry standards. Except for this express warranty, the Services and platform are provided "as is" and "as available," and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Services will be uninterrupted, error-free, or that defects will be corrected.
12. Limitation of liability
To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or goodwill, arising out of or related to these Terms, even if advised of the possibility. Our aggregate liability arising out of or related to the Services will not exceed the amounts paid by you to us for the specific engagement giving rise to the claim during the twelve (12) months preceding the event.
13. Indemnification
You agree to indemnify and hold harmless HPI and its officers, employees, and agents from and against any claims, damages, liabilities, and reasonable expenses (including attorneys' fees) arising out of your use of the Services, your products and content, your violation of these Terms, or your violation of applicable law or third-party rights.
14. Term & termination
These Terms remain in effect while you use the Services or have an active SOW. Either party may terminate an engagement for material breach that remains uncured thirty (30) days after written notice. Upon termination, you will pay for Services performed and expenses incurred through the termination date. Sections that by their nature should survive — including intellectual property, confidentiality, disclaimers, limitation of liability, and indemnification — survive termination.
15. Governing law & disputes
These Terms are governed by the laws of the State in which Health Partners International LLC is organized, without regard to conflict-of-laws principles. The parties will attempt in good faith to resolve disputes informally before pursuing formal proceedings. Any dispute not resolved informally will be subject to the exclusive jurisdiction of the state and federal courts located in that State.
16. Changes to these Terms
We may update these Terms from time to time. When we do, we will revise the "last updated" date above and, where appropriate, provide additional notice. Material changes take effect upon posting or on the date stated in the notice. Your continued use of the Services after changes take effect constitutes acceptance of the revised Terms.
17. Contact
Questions about these Terms can be sent to legal@hpiplatform.com or to Health Partners International LLC. We're happy to walk you through anything here.