Effective Date: 10 Sep 2026
These Terms of Service form a binding agreement between zHealth, Inc., a Delaware corporation (zHealth), and the person or entity identified as the customer in an Order (Customer). These Terms govern Customer's access to and use of the Services. Capitalized terms have the meanings stated in these Terms or the applicable Order.
BY SIGNING AN ORDER, CLICKING TO ACCEPT, OR ACCESSING OR USING THE SERVICES, CUSTOMER AGREES TO THESE TERMS. A PERSON ACCEPTING ON BEHALF OF AN ENTITY REPRESENTS THAT THE PERSON HAS AUTHORITY TO BIND THAT ENTITY. IF THE PERSON LACKS THAT AUTHORITY OR DOES NOT AGREE, THE PERSON MUST NOT ACCEPT OR USE THE SERVICES.
SECTION 17 REQUIRES MOST DISPUTES TO BE RESOLVED THROUGH BINDING INDIVIDUAL ARBITRATION AND INCLUDES A CLASS AND REPRESENTATIVE ACTION WAIVER.
The agreement consists of these Terms, each Order, the BAA, any data processing or security addendum, applicable product-specific terms (Product Terms), and policies expressly incorporated by reference (collectively, the Agreement). If there is a conflict, the documents control in this order: (a) the BAA solely for PHI; (b) a signed data processing or security addendum solely for its subject matter; (c) the Order; (d) applicable Product Terms; and (e) these Terms. A purchase order or similar Customer document is for administrative convenience only, and additional or conflicting terms in it are rejected. Notwithstanding the priority order stated above, the limitation of liability, indemnification, and dispute resolution provisions of these Terms control over any conflicting or additional term in an Order unless the Order expressly amends the specific section of these Terms by section number.
zHealth may update operational policies that do not materially reduce Customer's rights during a current Subscription Term. Material changes to the Agreement will be made as provided in Section 21.9.
Subject to the Agreement and payment of applicable fees, zHealth grants Customer a limited, nonexclusive, nontransferable, non-sublicensable right during the Subscription Term to allow Authorized Users to access and use the Services and Documentation for Customer's internal business purposes. Customer acquires no ownership interest in the Services.
zHealth will provide support in accordance with its then-current Customer Support Policy. Unless an Order states otherwise, zHealth will use commercially reasonable efforts to make the production Services available 99% of each calendar month. Availability excludes scheduled maintenance, emergency maintenance, force majeure events, internet or telecommunications failures outside zHealth's reasonable control, third-party products or integrations, Customer systems or actions, and suspension permitted by the Agreement. Service credits apply only if expressly stated in an Order or service level agreement.
zHealth may modify the Services to improve functionality, security, performance, or legal compliance. zHealth will not materially reduce the core functionality of a paid Service during the applicable Subscription Term, except where reasonably necessary to address security, legal, third-party dependency, or patient-safety concerns. If zHealth permanently discontinues material paid functionality without providing substantially equivalent functionality, Customer may terminate the affected Service and receive a prorated refund of prepaid unused fees for that Service.
The Services may interoperate with products, networks, carriers, clearinghouses, payment processors, app stores, content, or services provided by third parties. zHealth does not control and is not responsible for third-party products. Customer authorizes zHealth to exchange Customer Information with a third-party product when Customer enables or directs the integration. Third-party terms may apply, and changes by a third party may affect availability or functionality.
Beta, trial, preview, and free services are provided "AS IS" for evaluation, may be changed or discontinued at any time, may contain errors, and may be subject to additional terms. To the maximum extent permitted by law, zHealth has no liability arising from beta or free services, and no service level commitment applies to them.
Customer is responsible for Authorized Users and their compliance with the Agreement, for maintaining accurate account and contact information, and for all activity under Customer accounts other than activity caused by zHealth's breach. Customer will use unique credentials, maintain reasonable access controls, promptly disable access when no longer authorized, and notify zHealth promptly of suspected unauthorized access or compromise. Customer will use multifactor authentication when made available or required by zHealth.
Customer is responsible for the legality, quality, and accuracy of Customer Information within Customer's control. Customer represents that it has all rights, notices, consents, and authorizations necessary for zHealth to process Customer Information as directed by Customer and to provide the Services. Customer will not direct zHealth to process information in violation of law or third-party rights.
Customer and Authorized Users will not:
Customer is solely responsible for its healthcare practice, professional services, clinical and billing decisions, documentation, coding, claims, prescriptions, diagnoses, treatment, patient consents, licensure, and compliance with payer and professional requirements. Customer will independently verify information and output before relying on it. zHealth does not practice medicine or other licensed professions and does not direct or control Customer's professional judgment.
Customer will maintain records evidencing compliance with Sections 4.3, 7.2, and 8, including consent, opt-out, and suppression-list records for communications activity, and will provide those records to zHealth promptly upon request. zHealth may audit Customer's use of the Services to verify compliance with those Sections and applicable law, on reasonable notice and no more than once per year absent a suspected violation, and Customer will provide reasonable cooperation and access to relevant records.
During the Subscription Term, Customer will maintain commercially reasonable professional liability (errors and omissions), cyber liability, and general liability insurance appropriate to its use of the Services, and will provide evidence of coverage to zHealth upon reasonable request.
As between the parties, Customer retains all right, title, and interest in Customer Information. Customer grants zHealth and its subcontractors a nonexclusive license to host, copy, transmit, display, modify, and otherwise process Customer Information only as necessary to provide, secure, support, and improve the Services; follow Customer's instructions; prevent fraud or abuse; enforce the Agreement; or comply with law. This license ends when Customer Information is deleted, except for copies retained as permitted by the Agreement or BAA.
When zHealth creates, receives, maintains, or transmits PHI on Customer's behalf as a business associate, the BAA applies. Each party will comply with its obligations under HIPAA. If these Terms conflict with the BAA regarding PHI, the BAA controls. zHealth will require subcontractors that handle PHI on its behalf to agree to applicable restrictions and safeguards.
zHealth will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Information against unauthorized access, use, alteration, and disclosure. No security method is guaranteed to prevent every incident. Customer remains responsible for its devices, networks, credentials, configurations, endpoint security, Authorized Users, and copies of information exported from the Services.
For personal information zHealth processes on Customer's behalf, Customer determines the purposes and means of processing and zHealth acts as a service provider, contractor, or processor as applicable. The parties will enter into an appropriate data processing addendum when required by law. zHealth's independent collection and use of account, billing, website, and business-contact information is governed by its Privacy Policy.
zHealth may create and use De-identified Data and aggregated Usage Data to operate, secure, analyze, support, develop, benchmark, and improve its products and services and for other lawful business purposes. zHealth will not attempt to re-identify De-identified Data, except as permitted by law solely to test whether its de-identification processes satisfy applicable requirements, and will require recipients to refrain from re-identification where required. zHealth owns De-identified Data and Usage Data. A HIPAA limited data set is not De-identified Data and may be used or disclosed only as permitted by HIPAA, the BAA, and any required data use agreement.
Certain Services use artificial intelligence or machine learning to generate drafts, transcriptions, summaries, suggested documentation, codes, recommendations, or other output (AI Output). AI Output may be inaccurate, incomplete, biased, or unsuitable for Customer's intended use. Customer is solely responsible for reviewing, correcting, approving, signing, and determining the appropriateness of AI Output before using or relying on it, including before placing it in a medical record, submitting a claim, communicating it to a patient, or using it for diagnosis or treatment. AI Output is not medical, coding, billing, or legal advice and does not replace professional judgment.
Customer is responsible for providing legally required notices and obtaining and documenting all consents necessary to record, transcribe, monitor, or analyze communications and encounters. Customer will not use an AI-enabled feature where recording or processing is prohibited or where Customer lacks authority to submit the information.
zHealth will not use Customer PHI to train a general-purpose artificial intelligence model unless Customer expressly authorizes that use in a separate writing and the use is permitted by the BAA and applicable law. zHealth may use De-identified Data and Usage Data as permitted by Section 6. Providers that process PHI for AI-enabled features will be treated as business associate subcontractors when required by HIPAA.
As between the parties and to the extent permitted by law, Customer owns AI Output generated specifically from Customer Information, subject to zHealth's ownership of the Services, models, algorithms, prompts supplied by zHealth, templates, Documentation, improvements, and underlying technology. zHealth does not represent that AI Output is unique or eligible for intellectual property protection.
If Customer uses calling, fax, email, or text-messaging features, Customer is the sender or initiator of communications and is responsible for message content, recipients, campaign purpose, consent, required disclosures, quiet hours, do-not-call rules, opt-out instructions, suppression lists, and recordkeeping. Customer represents that it has legally sufficient permission to communicate with each recipient using the selected channel and technology. Customer will promptly honor opt-out and revocation requests and will not upload purchased, scraped, or unlawfully obtained contact lists.
Customer authorizes zHealth and its communications providers to transmit communications at Customer's direction. Delivery is not guaranteed and may be affected by carriers, filtering, number reassignment, recipient devices, networks, and third-party rules. Message, data, carrier, registration, and usage charges may apply. zHealth may suspend communications activity that presents a legal, security, fraud, deliverability, or network risk.
Customer is responsible for content submitted or distributed through review, recall, portal, and patient-engagement features and for compliance with privacy, advertising, endorsement, anti-kickback, and professional rules. zHealth does not endorse or verify user-generated reviews and may decline, remove, or restrict content that violates the Agreement, third-party platform rules, or law. Third-party review alerts may be delayed, incomplete, or inaccurate.
Telehealth functionality facilitates communications and does not itself provide healthcare. Customer is solely responsible for determining whether telehealth is appropriate; confirming patient identity and location; holding required licenses; obtaining consents; maintaining clinical records; complying with prescribing, reimbursement, and standard-of-care requirements; and having procedures for emergencies and technology failures.
Customer will pay fees stated in each Order in U.S. dollars. Unless the Order states otherwise, invoices are due upon receipt and fees are noncancelable and nonrefundable except as expressly provided in the Agreement. Customer authorizes zHealth to charge the payment card or debit the bank account on file for fees, usage charges, taxes, renewals, and other amounts due under the Agreement. Customer will maintain valid payment information.
Fees exclude sales, use, excise, value-added, and similar transaction taxes. Customer is responsible for those taxes, excluding taxes based on zHealth's net income, property, or employees. If Customer claims an exemption, it will provide valid documentation before invoicing.
Subscription fees for a fixed Subscription Term may change at renewal upon at least 30 days' notice. During a Subscription Term, zHealth may adjust usage-based charges and pass-through costs arising from postage, carriers, networks, clearinghouses, payment processors, government assessments, taxes, or third-party suppliers upon reasonable notice, or sooner when the third party or law provides less notice. Changes caused by Customer's usage, provider count, locations, products, or requested scope take effect as stated in the Order or when the change occurs.
Customer must notify zHealth in writing of a good-faith invoice dispute within 30 days after the invoice date and timely pay all undisputed amounts. The parties will work promptly to resolve the dispute. Customer waives billing disputes not raised within that period, except where prohibited by law.
If an undisputed amount remains unpaid after its due date, zHealth may charge lawful interest and collection costs. zHealth may suspend affected Services after providing at least five days' notice, unless Customer cures the nonpayment or timely invokes Section 10.4. Suspension does not relieve Customer of payment obligations. zHealth may require payment of past-due amounts and a reasonable reinstatement fee before restoring service.
zHealth and its licensors own all right, title, and interest in the Services, Documentation, software, APIs, workflows, interfaces, designs, models, algorithms, know-how, improvements, and related intellectual property. No rights are granted except those expressly stated in the Agreement. Third-party materials, including American Medical Association content, may be subject to additional license restrictions disclosed in Product Terms or the Services.
If Customer voluntarily provides ideas, suggestions, or product feedback that does not include PHI, patient information, or Customer Confidential Information, Customer grants zHealth a worldwide, perpetual, irrevocable, royalty-free right to use that feedback without restriction or attribution. This license does not permit zHealth to use Customer's name, logo, likeness, testimonial, recorded meeting, or endorsement for advertising.
zHealth may identify Customer by name and logo in a factual customer list unless Customer opts out by emailing privacy@zhealthehr.com. Any testimonial, quotation, case study, photograph, video, recording, or endorsement requires Customer's separate affirmative approval. zHealth will not use PHI or patient content for publicity.
Confidential Information means nonpublic information disclosed by or for a party that is marked confidential or reasonably should be understood as confidential. zHealth Confidential Information includes nonpublic aspects of the Services, Documentation, pricing, security information, and product plans. Customer Confidential Information includes Customer Information. Confidential Information excludes information the recipient can document: (a) is publicly available without breach; (b) was lawfully known without restriction before disclosure; (c) was received lawfully from a third party without confidentiality duty; or (d) was independently developed without use of the discloser's Confidential Information.
The recipient will use Confidential Information only to perform or exercise rights under the Agreement and will protect it using at least reasonable care. The recipient may disclose Confidential Information to its Affiliates, employees, contractors, auditors, insurers, financing sources, and professional advisers who need to know it and are bound by confidentiality obligations at least as protective as this Section. The recipient is responsible for their compliance.
The recipient may disclose Confidential Information as required by law, subpoena, or court order. When legally permitted, it will give prompt notice and reasonable assistance so the discloser may seek protection. The recipient will disclose only the legally required portion.
Unauthorized use or disclosure may cause irreparable harm for which monetary damages are inadequate; either party may seek appropriate equitable relief. Confidentiality obligations survive for five years after disclosure, except that obligations concerning trade secrets continue while protected by law and obligations concerning PHI and personal information continue as required by the BAA and applicable law.
Each party represents that it has authority to enter the Agreement and will comply with laws applicable to its performance under the Agreement.
zHealth warrants that paid Services will perform in all material respects in accordance with the Documentation when used as authorized. Customer's exclusive remedy and zHealth's entire liability for breach of this warranty is for zHealth to use commercially reasonable efforts to correct the nonconformity; if zHealth cannot do so within a reasonable period, Customer may terminate the affected Service and receive a prorated refund of prepaid unused fees for that Service. Customer must notify zHealth during the Subscription Term with sufficient detail to reproduce the issue.
EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, AI OUTPUT, DOCUMENTATION, BETA SERVICES, AND THIRD-PARTY PRODUCTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." ZHEALTH AND ITS LICENSORS DISCLAIM ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RESULTS, AND THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS. ZHEALTH DOES NOT GUARANTEE COLLECTION, REIMBURSEMENT, CLAIM ACCEPTANCE, REVIEW PUBLICATION, MESSAGE DELIVERY, CLINICAL OUTCOME, OR ANY PARTICULAR BUSINESS RESULT.
Customer will defend zHealth, its Affiliates, and their personnel against third-party claims, investigations, and proceedings arising from: (a) Customer Information or Customer-provided content; (b) Customer's or an Authorized User's unlawful or unauthorized use of the Services; (c) Customer's professional services, clinical or billing decisions, communications, recordings, or failure to obtain required consent; or (d) Customer's material breach of Sections 4, 7.2, 8, or 9. Customer will indemnify them against resulting damages, fines, penalties, settlements, and reasonable legal fees.
zHealth will defend Customer against a third-party claim that Customer's authorized use of a paid Service infringes a United States patent, copyright, or trade secret, and will indemnify Customer against resulting damages and reasonable legal fees finally awarded or agreed in settlement. zHealth has no obligation to the extent a claim arises from Customer Information; Customer or third-party modifications; use outside the Agreement or Documentation; combination with items not supplied or approved by zHealth; continued use after notice; or beta or free services. zHealth may obtain a license, modify or replace the affected Service, or terminate it and refund prepaid unused fees. This Section states Customer's exclusive remedy for intellectual-property infringement.
The indemnified party will promptly notify the indemnifying party, provide reasonable cooperation at the indemnifying party's expense, and allow the indemnifying party sole control of defense and settlement. Delay in notice relieves obligations only to the extent materially prejudicial. A settlement may not admit fault by or impose nonmonetary obligations on the indemnified party without its written consent, not to be unreasonably withheld.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY NOR ITS LICENSORS WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOSS OF PROFITS, REVENUE, GOODWILL, OR ANTICIPATED SAVINGS; BUSINESS INTERRUPTION; OR LOSS OR CORRUPTION OF DATA, EVEN IF ADVISED OF THE POSSIBILITY. THIS EXCLUSION DOES NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS, CUSTOMER'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 14.1, OR LIABILITY ARISING FROM CUSTOMER'S VIOLATION OF ZHEALTH'S INTELLECTUAL PROPERTY RIGHTS.
EXCEPT FOR ENHANCED-CAP CLAIMS UNDER SECTION 15.3 AND CUSTOMER'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 14.1, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE AFFECTED SERVICES DURING THE 12 MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY.
EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING FROM ITS BREACH OF CONFIDENTIALITY, DATA-SECURITY OBLIGATIONS, OR THE BAA, AND ITS INDEMNIFICATION OBLIGATIONS, WILL NOT EXCEED TWO TIMES THE GENERAL CAP IN SECTION 15.2. THE LIMITS IN THIS SECTION DO NOT APPLY TO FRAUD, WILLFUL MISCONDUCT, OR LIABILITY THAT CANNOT LAWFULLY BE LIMITED. MULTIPLE CLAIMS DO NOT EXPAND A CAP.
The limitations apply regardless of legal theory and are an essential basis of the bargain, and will apply even if a limited or exclusive remedy stated in the Agreement fails of its essential purpose. Each party must bring a claim within one year after it knew or reasonably should have known of the facts giving rise to the claim, but no later than two years after the event, except for unpaid fees, indemnified third-party claims, or where law prohibits shortening the period.
Each Service begins and continues for the term stated in its Order (Subscription Term). Unless the Order states otherwise, a Subscription Term automatically renews for successive periods equal to the expiring term unless either party gives notice of nonrenewal at least 30 days before expiration.
Either party may terminate an affected Order if the other party materially breaches the Agreement and fails to cure within 30 days after written notice. zHealth may terminate immediately if Customer's breach cannot reasonably be cured, Customer becomes subject to insolvency proceedings not dismissed within 60 days, or continued performance would violate law. Notwithstanding the foregoing, zHealth may terminate an affected Order for Customer's nonpayment if Customer fails to cure within 10 days after written notice, in addition to zHealth's suspension rights under Section 10.5. Customer may terminate the BAA as provided in the BAA.
zHealth may suspend affected access to the extent reasonably necessary to address an immediate security threat, unauthorized access, fraud, material legal or patient-safety risk, disruption of the Services, Customer's material breach, or nonpayment under Section 10.5. When legally and operationally permitted, zHealth will notify Customer and limit suspension in scope and duration. Suspension does not authorize deletion of Customer Information except under Section 16.5 and the BAA.
Termination does not relieve Customer of fees accrued before termination. If Customer terminates for zHealth's uncured material breach, zHealth will refund prepaid fees covering the unused portion of the terminated Service. If zHealth terminates for Customer's breach or Customer terminates early without a contractual right, Customer will pay committed fees for the remainder of the Subscription Term to the extent stated in the applicable Order and permitted by law. Provisions that by nature should survive will survive, including payment, intellectual property, confidentiality, disclaimers, indemnification, liability limits, dispute resolution, and data-retention obligations.
During the Subscription Term and for 30 days after termination, Customer may export its data in zHealth either manually or by running reports available in zHealth. Customer should initiate exports before termination. Custom migration, transformation, or assistance may be subject to zHealth's then-current professional-services fees. After the export period, zHealth may delete Customer Information from active systems, except where retention is required or permitted by law, the BAA, backup-management practices, or a written retention arrangement. Retained PHI remains protected by the BAA and may be used or disclosed only for the purpose making retention necessary. Backup copies will be deleted in the ordinary course under zHealth's backup-retention schedule. zHealth is not Customer's legal archive, and Customer remains responsible for medical-record retention and patient-access obligations.
The Federal Arbitration Act governs the interpretation and enforcement of the arbitration provisions. California law governs the Agreement and other issues, without regard to conflict-of-law rules.
Before commencing arbitration, a party will send written notice describing the dispute and requested relief. Authorized representatives will confer in good faith for at least 30 days, unless emergency equitable relief is reasonably necessary.
Except as stated below, any dispute arising out of or relating to the Agreement or Services will be resolved by final, binding, individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will be conducted by one arbitrator in San Francisco, California, or remotely by agreement. The arbitrator may award any individual remedy available in court and will issue a reasoned written award. Judgment may be entered in any court with jurisdiction.
Either party may seek temporary or preliminary equitable relief in a court with jurisdiction to preserve rights pending arbitration. Either party may bring an eligible individual claim in small claims court. zHealth may bring an action concerning unauthorized use or infringement of its intellectual-property or proprietary rights exclusively in the state or federal courts located in San Francisco County, California, and each party consents to the personal jurisdiction of those courts for that purpose. These exceptions do not permit class or representative claims.
EACH PARTY MAY BRING CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF MORE THAN ONE CUSTOMER WITHOUT ALL PARTIES' CONSENT. If this waiver is finally held unenforceable as to a particular claim or remedy, that claim or remedy will be severed and heard in court after all arbitrable claims are completed.
Arbitration fees will be allocated under the applicable AAA rules. The prevailing party may recover reasonable attorneys' fees and costs only where authorized by the Agreement or applicable law.
Legal notices under the Agreement must be in writing and delivered by personal delivery, nationally recognized overnight courier, certified U.S. mail with return receipt, or email with confirmation of receipt. Notices to Customer will be sent to the legal or administrative contact in the Order or account. Notices to zHealth must be sent to: zHealth, Inc., Attn: Legal, 333 1st St, Unit N705, San Francisco, California 94105. Notices are effective upon confirmed receipt. Routine operational, billing, product, and support communications may be provided by email or in-service notification. Customer is responsible for keeping contact information current.
Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disaster, epidemic, labor disruption, war, terrorism, civil unrest, governmental action, utility or internet failure, cyberattack not caused by failure to maintain required safeguards, or failure of a critical third-party provider. This Section does not excuse payment obligations. The affected party will use reasonable efforts to mitigate and resume performance.
Neither party may assign the Agreement without the other party's prior written consent, not to be unreasonably withheld. Either party may assign the Agreement without consent to an Affiliate or in connection with a merger, reorganization, financing, change of control, or sale of all or substantially all of the business or assets to which the Agreement relates, provided the assignee assumes the assigning party's obligations and is not a direct competitor of the nonassigning party. Any prohibited assignment is void.
The parties are independent contractors. The Agreement does not create a partnership, franchise, fiduciary, agency, employment, or joint-venture relationship. Neither party may bind the other.
The Agreement benefits only the parties and permitted successors and assigns, except indemnified parties may enforce applicable indemnification rights.
A waiver must be in writing and applies only to the specific instance. Delay or failure to enforce a right is not a waiver. If a provision is unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions remain effective.
Customer will not access or use the Services in violation of U.S. export-control or sanctions laws or from a prohibited jurisdiction, and represents that it is not a prohibited or restricted party.
The Services and Documentation are commercial products developed at private expense. Government users receive only the rights granted to other customers under the Agreement.
Electronic signatures, clicks, and records have the same effect as originals. The Agreement may be accepted in counterparts and electronically.
Headings are for convenience. "Including" means "including without limitation." "Or" is inclusive unless context requires otherwise. References to laws include amendments and successor provisions. No presumption against a drafter applies.
The Agreement is the entire agreement regarding its subject matter and supersedes prior or contemporaneous proposals, statements, and agreements. Customer is not relying on a representation not included in the Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
An amendment must be signed by authorized representatives, except zHealth may update online Terms by giving at least 30 days' notice of a material change. A material change applies prospectively at the next renewal unless required sooner by law, security necessity, or a third-party dependency. If a materially adverse change must apply during a current Subscription Term and is not required by law or security necessity, Customer may terminate the affected Service before the change takes effect and receive a prorated refund of prepaid unused fees. Continued use after an applicable effective date constitutes acceptance. Nonmaterial clarifications and operational updates may take effect when posted.
Updated: Sep 10, 2026