GUARDIAN SERVICES - TERMS AND CONDITIONS

Last Updated: May 9, 2025

 

1. INTRODUCTION

Welcome to Guardian Services, a product line of Guardian Health Technologies, Inc ("Company", "we", "our", or "us"). These Terms and Conditions ("Terms") govern your access to and use of our Remote Patient Monitoring ("RPM") software, consulting services, and Standard Operating Procedures ("SOPs") (collectively, the "Services") advertised through our website and associated platforms.

By accessing or using our Services, you agree to be bound by these Terms. If you disagree with any part of the Terms, you do not have permission to access or use our Services.

 

2. DEFINITIONS

• "Account" means a unique account created for you to access our Services.

• "Authorized Users" means individuals who are authorized by you to use the Services, including employees, consultants, contractors, and agents.

• "Client" or "You" refers to the medical group, physician group, or healthcare organization that has purchased or subscribed to our Services.

• "Content" means any information, data, text, software, SOPs, graphics, or other materials that may be accessed through the Services.

• "Patient Data" means any protected health information ("PHI") or other personal information about patients that is collected, stored, or processed through the Services.

• "RPM Software" means the remote patient monitoring software platform provided by Guardian Services.

 

3. ACCOUNT REGISTRATION AND ACCESS

3.1 Account Creation

To access certain features of our Services, you must register for an account. You must provide accurate, current, and complete information during the registration process and keep your account information updated.

3.2 Account Security

You are responsible for safeguarding your account credentials and for all activities that occur under your account. You must notify us immediately of any unauthorized use of your account or any other breach of security.

3.3 Authorized Users

You may authorize users within your organization to access and use the Services. You are responsible for ensuring that all Authorized Users comply with these Terms.

4. SERVICES DESCRIPTION

4.1 RPM Software

Guardian Services provides RPM software that enables healthcare providers to monitor patients remotely. The software includes features for data collection, analysis, reporting, and integration with electronic health record systems.

4.2 Consulting Services

We offer consulting services to help you establish and optimize your RPM program. These services may include, but are not limited to, workflow assessment, implementation planning, staff training, and ongoing program evaluation.

4.3 Standard Operating Procedures

We provide customizable SOPs to guide the implementation and operation of your RPM program. These SOPs are designed to help you establish efficient workflows, ensure compliance with relevant regulations, and maximize reimbursement opportunities.

 

5. LICENSE AND USE RESTRICTIONS

5.1 License Grant

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes during the subscription term.

5.2 Use Restrictions

You shall not:

• License, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit the Services

• Modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Services

• Access the Services to build a similar or competitive product or service

• Copy, reproduce, distribute, republish, download, display, post, or transmit any part of the Services without prior written permission

• Remove or alter any proprietary notices or labels on the Services or any portion thereof

• Use the Services to store or transmit infringing, libelous, unlawful, or tortious material

• Use the Services to store or transmit malicious code or viruses

• Interfere with or disrupt the integrity or performance of the Services

 

6. FEES AND PAYMENT

6.1 Fees

You agree to pay all fees specified in the order forms or service agreements. Except as otherwise specified:

• All payment obligations are non-cancelable and fees paid are non-refundable

• Fees are based on Services purchased, not actual usage

• Payment obligations cannot be reduced during the relevant subscription term

6.2 Invoicing and Payment

We will invoice you in accordance with the relevant order forms or service agreements. Unless otherwise stated, invoiced amounts are due within thirty (30) days of the invoice date.

6.3 Overdue Payments

If any invoiced amount is not received by the due date, then without limiting our rights or remedies:

• Those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower

• We may condition future subscription renewals and order forms on payment terms shorter than those specified herein

6.4 Taxes

Our fees do not include any taxes, levies, duties, or similar governmental assessments ("Taxes"). You are responsible for paying all Taxes associated with your purchases of the Services.

 

7. CONFIDENTIALITY

7.1 Definition

"Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

7.2 Protection

The Receiving Party shall use the same degree of care to protect the confidentiality of the Disclosing Party's Confidential Information that it uses to protect the confidentiality of its own Confidential Information of like kind, but in no event less than reasonable care.

7.3 Exclusions

Confidential Information shall not include information that:

• Is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party

• Was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party

• Is received from a third party without breach of any obligation owed to the Disclosing Party

• Was independently developed by the Receiving Party

 

8. DATA PRIVACY AND SECURITY

8.1 HIPAA Compliance

As applicable, the parties agree to comply with the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and its implementing regulations. The parties shall enter into a Business Associate Agreement ("BAA") to establish the permitted and required uses and disclosures of PHI.

8.2 Data Security

We implement and maintain appropriate technical, organizational, and physical safeguards to protect Patient Data in accordance with applicable laws and industry standards. Despite these efforts, we cannot guarantee absolute security of Patient Data.

8.3 Data Processing

We will only process Patient Data in accordance with your instructions, these Terms, and applicable laws. You represent and warrant that you have the right to provide Patient Data to us and that you have obtained all necessary consents and provided all necessary notices to patients regarding the collection, use, and disclosure of their data.

8.4 Data Backup

You are responsible for maintaining backups of your data. While we implement reasonable data backup procedures, we are not responsible for any loss of data.

 

9. INTELLECTUAL PROPERTY RIGHTS

9.1 Ownership

We (and our licensors, where applicable) own all right, title, and interest in and to the Services, including all related intellectual property rights. These Terms do not grant you any rights to our trademarks, service marks, logos, or trade names.

9.2 Feedback

If you provide suggestions, ideas, or feedback regarding the Services ("Feedback"), we shall own all right, title, and interest in and to such Feedback and shall be entitled to use it without restriction. You hereby assign all right, title, and interest in and to such Feedback to us.

9.3 Client Data

You own all right, title, and interest in and to all data, information, and materials that you provide to us or upload to the Services ("Client Data"). You grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and distribute Client Data solely for the purpose of providing the Services to you.

 

10. REPRESENTATIONS AND WARRANTIES

10.1 Mutual Representations and Warranties

Each party represents and warrants that it has the legal power and authority to enter into these Terms.

10.2 Our Representations and Warranties

We represent and warrant that:

• The Services will perform materially in accordance with the applicable documentation

• We will not materially decrease the overall functionality of the Services during the subscription term

• We will provide the Services in compliance with applicable laws and regulations

10.3 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. THE SERVICES ARE NOT INTENDED TO REPLACE PROFESSIONAL MEDICAL JUDGMENT, AND WE DO NOT GUARANTEE ANY PARTICULAR OUTCOME FROM THE USE OF OUR SERVICES.

 

11. LIMITATION OF LIABILITY

11.1 Limitation of Liability

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE.

11.2 Exclusion of Consequential Damages

IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.3 Exceptions

The limitations and exclusions in this Section 11 do not apply to:

• Breaches of confidentiality obligations

• Violations of intellectual property rights

• Indemnification obligations

• Payment obligations

• Fraud or willful misconduct

 

12. INDEMNIFICATION

12.1 Our Indemnification

We shall defend, indemnify, and hold you harmless from and against any claim, demand, suit, or proceeding made or brought against you by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates such third party's intellectual property rights (an "Infringement Claim"), and shall indemnify you for any damages, attorney fees, and costs finally awarded against you as a result of, or for amounts paid by you under a court-approved settlement of, an Infringement Claim.

12.2 Your Indemnification

You shall defend, indemnify, and hold us harmless from and against any claim, demand, suit, or proceeding made or brought against us by a third party alleging that your Client Data, or your use of the Services in breach of these Terms, infringes or misappropriates such third party's intellectual property rights or violates applicable law, and shall indemnify us for any damages, attorney fees, and costs finally awarded against us as a result of, or for any amounts paid by us under a court-approved settlement of, such claim.

12.3 Procedure

The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim, suit, or demand that the indemnified party believes is eligible for indemnification; (b) give the indemnifying party sole control of the defense and settlement of the claim; and (c) provide the indemnifying party, at the indemnifying party's expense, with all assistance, information, and authority reasonably required for the defense and settlement of the claim.

 

13. TERM AND TERMINATION

13.1 Term

These Terms commence on the date you first accept them and continue until all subscriptions hereunder have expired or have been terminated.

13.2 Subscription Term

The term of each subscription shall be as specified in the applicable order form or service agreement. Subscriptions will automatically renew for additional periods equal to the expiring subscription term, unless either party gives the other notice of non-renewal at least thirty (30) days before the end of the relevant subscription term.

13.3 Termination for Cause

Either party may terminate these Terms for cause:

• Upon thirty (30) days' written notice to the other party of a material breach if such breach remains uncured at the expiration of such period

• If the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors

13.4 Effect of Termination

Upon termination or expiration of these Terms:

• All rights granted to you under these Terms will immediately cease

• You shall cease all use of the Services

• You shall pay all outstanding fees

• We shall make Client Data available to you for export or download for a period of thirty (30) days after termination

13.5 Survival

The sections titled "Confidentiality," "Intellectual Property Rights," "Disclaimer," "Limitation of Liability," "Indemnification," "Effect of Termination," "Survival," and "General Provisions" shall survive any termination or expiration of these Terms.

 

14. GENERAL PROVISIONS

14.1 Entire Agreement

These Terms, including all exhibits and addenda hereto and all orders hereunder, constitute the entire agreement between the parties and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning their subject matter.

14.2 Modification

No modification, amendment, or waiver of any provision of these Terms shall be effective unless in writing and signed by both parties.

14.3 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14.4 Assignment

Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party, not to be unreasonably withheld. Notwithstanding the foregoing, either party may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

14.5 Relationship of the Parties

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

14.6 No Third-Party Beneficiaries

There are no third-party beneficiaries to these Terms.

14.7 Waiver

No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right.

14.8 Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms for causes beyond that party's reasonable control and occurring without that party's fault or negligence.

14.9 Governing Law

These Terms shall be governed by the laws of Utah, without regard to its conflict of law principles.

14.10 Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to these Terms shall be settled by arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in Provo, Utah.

14.11 Notice

All notices under these Terms shall be in writing and shall be deemed to have been given upon:

• Personal delivery

• The second business day after mailing

• The second business day after sending by confirmed facsimile

• The day after sending by email

 

15. CONTACT INFORMATION

If you have any questions about these Terms, please contact us at:

Guardian Services Info@guardiantht.com

 

By using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.