Terms & Conditions 

Effective/Last Updated Date: 9/4/2025 

1. Acceptance of Terms 

By accessing or using the CandiHealth Remote Patient Monitoring (RPM) platform (the “Service”), you (the “Clinic” or “User”) agree to be bound by these Terms & Conditions (“Terms”). These Terms govern your access and use of the Service provided by CandiHealth, Inc. (“CandiHealth,” “we,” “our,” or “us”).

2. Scope of Service 

CandiHealth provides a cloud-based RPM solution that enables Clinics to monitor patients’ health data through cellular-connected devices. Currently, the Service is designed exclusively for clinical use, enabling healthcare providers, hospitals, and other authorized Clinics to track and review patient health indicators. 

(Optional: Future enhancements may include features that allow patients to access their personal data through a dedicated app or portal. Until such features are implemented, all access and operational functionality is provided solely to Clinics and their authorized Users.)

3. Eligibility and Authorized Use 

• Clinic Use: The Service is intended solely for use by licensed Clinics, healthcare providers, hospitals, or other entities legally authorized to manage patient health data under applicable laws and regulations. 
• Authorized Users: Each Clinic is responsible for maintaining the confidentiality and security of its authorized user credentials. Only individuals designated by the Clinic may access the Service. 
• Non-Transferability: Access rights granted under these Terms are not transferable. Clinics may not share or sell their credentials to third parties.

4. Account Registration and Security 

• Registration: Clinics must complete the registration process and provide accurate, current, and complete information as requested. 
• Security: You agree to safeguard your account information and notify us immediately of any unauthorized use or breach. We will not be liable for any loss or damage resulting from any failure of your obligations to maintain the confidentiality of your credentials.

5. Service Use and Limitations 

• Appropriate Use: The Service is provided solely for the purpose of enabling Clinics to remotely monitor health data as part of ongoing patient care. 
• Prohibited Conduct: You agree not to engage in any activity that would interfere with or disrupt the Service. This includes, but is not limited to, unauthorized access, reverse engineering, or distributing automated data extraction tools. 
• Modifications: CandiHealth reserves the right to modify, suspend, or discontinue the Service (or any part thereof) at any time without prior notice. We will make reasonable efforts to provide advance notice in the event of significant changes. 

6. Data Collection, Storage, and Use 

• Data Custodianship: Clinics act as custodians of patient data processed through the Service, subject to patients’ rights under applicable laws. Clinics are solely responsible for obtaining and maintaining all required patient consents for data collection and use within the Service. 
• Data Security: We maintain industry-standard measures to protect data. Nonetheless, you acknowledge that no data transmission over the internet or electronic storage method is 100% secure. 
• Compliance: Our processes are designed to comply with applicable laws, including HIPAA. 

7. HIPAA Compliance and Patient Rights 

• HIPAA Observance: While access to the Service is currently restricted to Clinics, CandiHealth complies with HIPAA regulations as they apply to the handling and transmission of Protected Health Information (PHI). 
• Patient Rights: In accordance with HIPAA, patients may contact their Clinic directly to exercise their rights, including requesting access to their data, requesting amendments, or obtaining an accounting of disclosures. When CandiHealth introduces direct patient access, we will update these Terms accordingly. 

8. Intellectual Property 

• Ownership: All content, design, code, and any other materials provided as part of the Service are the property of CandiHealth or its licensors and are protected by intellectual property laws. 
• License: CandiHealth grants you a limited, non-exclusive, non-transferable license to use the Service strictly for its intended purpose, subject to your compliance with these Terms. 

9. Medical Device and Equipment 

When CandiHealth provides or facilitates the purchase of medical equipment (e.g., blood pressure monitors, glucometers, pulse oximeters, weight scales) (the “Equipment”), the following terms apply: 

9.1 Equipment Use 

The Equipment is intended solely for in-home medical use under the oversight of a qualified physician. It should not be used as a substitute for professional medical judgment or treatment. 

9.2 Disclaimer of Warranties 

The Equipment is provided by CandiHealth “AS IS” without any representation or warranty of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement. 

9.3 Limitation of Liability 

CandiHealth does not assume any liability for damages arising out of the use of or inability to use the Equipment. This includes, but is not limited to, direct, indirect, incidental, special, exemplary, or consequential damages, even if advised of the possibility of such damages. 

9.4 Release 

The Recipient releases and forever discharges CandiHealth and its officers, employees, contractors, and affiliates from any and all liabilities, losses, damages, costs, and expenses (including attorneys’ fees) arising out of the use of or inability to use the Equipment.

9.5 Indemnification 

To the fullest extent permitted by law, the Recipient agrees to indemnify, defend, and hold harmless CandiHealth and its affiliates from and against any claims, demands, or actions arising out of the Recipient’s use of the Equipment. 

10. Disclaimers and Limitation of Liability 

• Service “As Is”: The Service is provided on an “as is” and “as available” basis. CandiHealth disclaims all warranties, express or implied, including any warranties of merchantability, fitness for a particular purpose, and non-infringement. 
• Limitation of Liability: In no event shall CandiHealth be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or relating to your use of the Service—even if advised of the possibility of such damages. Our total aggregate liability, whether in contract, tort, or otherwise, shall not exceed the fees paid by you for using the Service in the twelve months preceding the claim. 
• Force Majeure: CandiHealth is not liable for any failure or delay in performance due to circumstances beyond our reasonable control. 

11. Modifications and Termination 

• Changes: We may update these Terms from time to time. Any changes will be effective upon publication of the revised Terms on our website, and your continued use of the Service constitutes acceptance of the updated Terms. 
• Termination: Either party may terminate the use of the Service at any time. Upon termination, your access will cease, and you agree to cease all use of the Service. Termination does not relieve you of any obligations incurred prior to termination. 

12. Governing Law and Dispute Resolution 

These Terms are governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict of law provisions. Any disputes arising from these Terms shall be resolved primarily through mediation, with arbitration as the final recourse if necessary.

13. Subscription, Billing & Device Connectivity 

i. Term, Billing Cycle & Cancellation 

Subscriptions are billed on a monthly basis. Each Clinic’s billing cycle is established at onboarding and is visible in the Clinic billing dashboard. Subscriptions automatically renew monthly until cancelled. A Clinic may cancel a subscription at any time via the portal; cancellation takes effect at the end of the Clinic’s current billing period. No refunds or pro-rated returns are provided for cancellations mid-period. 

ii. Patient Service Fee (monthly, separate)

The Patient Service Fee is a recurring monthly charge per Patient for access to the RPM service. Patient Service Fees are billed at the Clinic level and follow the Clinic’s billing cycle. Patients added after the Clinic’s billing-cycle start will be billed on a pro-rated basis to align with that Clinic billing cycle. Patient Service Fees are separate from any device or connectivity charges. 

iii. Connection Subscription (device connectivity — free while in use) 

• Rental devices: Cellular connectivity is included for the duration of the rental term. 
• Purchased devices: Cellular connectivity is included at no additional charge while the device is “in use,” meaning the device has transmitted data to CandiHealth within the prior thirty (30) days. 
• Proration: Connection Subscriptions added after the Clinic’s billing-cycle start will be billed on a pro-rated basis to align with that Clinic billing cycle. Connection Subscription charges are separate from Patient Service Fees. 

iv. SIM Deactivation & Reactivation

If a device does not transmit any data to CandiHealth for thirty (30) consecutive days, Provider may deactivate the device’s SIM, which will halt cellular data transmission for that device. A deactivated SIM prevents further cellular transmission even though the device may continue to function locally. Reactivation of a deactivated SIM is at Provider’s discretion and must be requested by the Clinic; reactivation may be subject to Provider’s then-current terms and fees. 

v. Payment Processing & Failed Payments

Fees are collected by Provider (via Provider’s third-party payment processor). Clinics must provide valid payment information during onboarding. If a payment fails, Provider will notify the Clinic by email to the account on file; the Clinic must update payment information within seven (7) days. If payment is not received within an additional three (3) days, Provider may suspend Patient subscriptions and/or Connection Subscriptions until payment is cleared. Provider may refer overdue amounts to collections as set out in the Services Agreement. 

vi. Invoice Disputes

If a Clinic disputes any invoice, the Clinic must notify the Provider in writing within thirty (30) days of invoice date and provide reasonable supporting information. Provider will review and respond; undisputed charges remain payable during the review. 

vii. Effect of Deactivation / Non-Transmission 

Device connectivity status and Patient subscription status are independent. Provider is not responsible for missed alerts, delayed transmissions, or clinical consequences resulting from a deactivated SIM, device non-transmission, Clinic-initiated deactivation, or a Clinic’s failure to maintain devices. 

viii. Contact for Billing & Connectivity Issues 

For billing, connectivity, reactivation, or subscription questions, contact contact@candihealth.com. 

14. General Provisions 

• Entire Agreement: These Terms constitute the entire agreement between you and CandiHealth regarding your use of the Service and supersede any prior agreements. 
• Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect. 
• No Waiver: The failure of CandiHealth to enforce any provision of these Terms does not constitute a waiver of future enforcement of that or any other provision. 

Contact / Notices 

All legal, billing, and privacy notices to Provider shall be sent to contact@candihealth.com. Notices sent to this email will be acknowledged within five (5) business days. 

Billing & Proration 

Billing is tied to each Clinic’s billing cycle. Patients added after the Clinic billing-cycle start will be billed on a pro-rated basis that aligns with the Clinic’s billing cycle. Specific fee amounts and billing terms are set in the Services Agreement and the Clinic billing dashboard. 

Payment Processing 

Provider may collect fees via a third-party payment processor (e.g., Stripe). Clinics will provide valid payment methods during onboarding. Provider does not store full payment card numbers; payment processing is handled by the processor. 

Device Independence & Deactivation 

Devices (rental or purchased) are independent from Patient subscriptions and are governed by separate device-order paperwork. If a Clinic deactivates a Patient subscription, Provider will suspend alerts and access for that Patient. Provider is not liable for missed alerts or clinical outcomes resulting from Clinic-initiated deactivation. 

Return or Secure Destruction (manual review) 

Upon written request from an authorized Clinic representative, Provider will acknowledge receipt within five (5) business days and will perform a feasibility review within thirty (30) calendar days to determine whether return or destruction of PHI is legally and technically feasible. If feasible and at the Clinic’s election, Provider will return the PHI or securely destroy it and provide a certificate of destruction. If infeasible, Provider will notify the Clinic and continue to protect the PHI in accordance with the BAA. 

Hosting & BAA 

The primary hosting provider that stores PHI is Amazon Web Services (AWS). Provider maintains a signed Business Associate Agreement (BAA) with this hosting provider. No other vendors handle PHI unless listed and subject to a signed BAA. 

Security (softened) 

CandiHealth maintains administrative, technical, and physical safeguards designed to protect PHI consistent with HIPAA and industry practice. Safeguards may include, where implemented: encryption in transit (e.g., TLS 1.2+), encryption at rest when supported by the hosting environment, role-based access controls, multi-factor authentication for administrative accounts, regular vulnerability scanning and remediation, and periodic third-party security assessments. The specific controls may change over time; Provider will describe safeguards applicable to a Clinic’s PHI on reasonable request.