Terms & Conditions
Version 3.0
Effective Date: March 6, 2026
Last Updated: March 6, 2026
PLEASE READ THESE TERMS OF USE CAREFULLY. THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS, INCLUDING AN AGREEMENT TO ARBITRATE DISPUTES.
1. Acceptance of These Terms
These Terms of Use (“Terms”) form a legally binding contract between you (“you,” “your,” “User”) and Openwell Inc. (“Openwell,” “we,” “us,” “our”) governing your access to and use of our website (www.openwellhealth.com), mobile application (“App”), white-label practice-branded applications, and related administrative, technological, and support services (collectively, the “Platform Services”).
These Terms also govern your relationship with the independent healthcare practice, clinic, or professional medical entity through which you access the Platform Services (your “Practice”), regarding the clinical healthcare services they provide (“Clinical Services”) facilitated through the Platform Services.
By checking the “I agree” box, creating an account, or accessing or using the Platform Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and the Openwell Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms or the Privacy Policy, you may not access or use the Platform Services or receive Clinical Services facilitated through them.
2. Our Services and Relationship
Openwell Inc. (Platform Services): Openwell Inc. is a management services organization. We provide the Platform Services, which include the technology (website, App, white-label practice-branded applications, AI tools), administrative support, billing coordination, communication facilitation, and coordination of access to labs, scans, supplements, and medications through our network of third-party vendors. Openwell Inc. does not provide medical advice or clinical healthcare services and is not a medical practice.
Your Practice (Clinical Services): Your Practice consists of independent, licensed healthcare professionals and entities. Your Practice, and its employed or contracted providers, are solely responsible for providing Clinical Services, including medical consultations, diagnoses, treatment plans, prescriptions, clinical oversight, and interpreting your health information (including reviewing AI Insights). Openwell Inc. does not control or interfere with the clinical judgment or practice of medicine by your Practice’s providers.
White-Label Practice-Branded Experience: The Platform Services may be deployed by independent medical practices as a white-labeled, practice-branded application. In such cases, you may access the Services through your practice’s branded interface. Regardless of branding, these Terms and the Privacy Policy apply to your use of the underlying Openwell technology.
Combined Offering: While Openwell Inc. and your Practice are separate entities, the Platform Services and Clinical Services work together to provide you with a cohesive healthcare experience. When these Terms refer to the “Service(s),” it may encompass both Platform Services and Clinical Services, as the context requires.
3. Eligibility and Account Responsibility
Eligibility: You must be at least 18 years old and reside in the United States to use the Services. By using the Services, you represent and warrant that you meet these requirements and have the legal capacity to enter into these Terms.
Account Creation: You must provide accurate, current, and complete information during account registration and keep your account information updated.
Account Security: You are responsible for maintaining the confidentiality of your account login credentials (username and password) and for all activities that occur under your account. You must notify us immediately at security@openwellhealth.com of any suspected unauthorized access or security breach. Openwell Inc. is not liable for any loss or damage arising from your failure to protect your account information.
Username: You may not use a username that infringes on others’ rights, or is offensive, vulgar, or obscene.
4. Consent for Data Processing, AI Use, and Sharing
Your privacy and control over your health information are paramount. By using the Services, you explicitly acknowledge and consent to the following data practices, as further detailed in our Privacy Policy:
A. General Consent to Data Processing
You consent to the collection, use, storage, processing (including analysis by AI tools), and disclosure of your Personal Data (including health information) by Openwell Inc. and your Practice as described in these Terms and the Openwell Privacy Policy, for the purposes of providing, facilitating, managing, and improving the Services. This includes data you provide directly, data from connected devices (e.g., wearables), data generated through your use of the Services (e.g., communication logs), and results from labs, scans, or other services coordinated through the Platform.
B. Consent to AI Processing and Review
You specifically consent to the processing of your health information by Openwell Inc.’s artificial intelligence tools (“AI Tools”) to generate health insights, trend analyses, potential risk flags, and health summaries (“AI Insights”). You understand and agree to the following regarding AI Insights:
Informational Purpose Only: AI Insights are for informational purposes ONLY. They are NOT medical diagnoses, medical advice, or a substitute for professional medical judgment.
Human Clinical Review Required: AI Insights are reviewed by licensed healthcare professionals within your Practice. Clinical decisions regarding your care are made by these human providers, who use AI Insights as one tool among others.
Limitations: AI analysis is based on the data available and may have limitations or inaccuracies. You should always discuss AI Insights and any health concerns with your Practice’s provider.
No Training on Identifiable Data: Openwell will not use your individually identifiable Protected Health Information (PHI) for the purpose of training, fine-tuning, or improving artificial intelligence or machine learning models. Openwell will never sell individually identifiable patient data to any third party.
De-Identified and Aggregated Data: You acknowledge and agree that Openwell may de-identify patient data in accordance with HIPAA (45 C.F.R. § 164.514), using the Safe Harbor method or Expert Determination method, and use such de-identified, aggregated data to: (i) improve and enhance Platform functionality and features; (ii) develop new products, services, and features; (iii) generate anonymized industry benchmarks, clinical outcome analytics, and practice performance insights; (iv) conduct and publish non-identifiable research and findings; (v) train, fine-tune, and improve AI and machine learning models; and (vi) create derivative analytical works and data products. De-identified data may also be used to provide participating practices with comparative performance analytics benchmarked against anonymized data from similarly situated practices. Openwell will never attempt to re-identify de-identified data. All de-identification processes are subject to periodic validation to ensure continued compliance with applicable standards.
Data Ownership: Your Practice retains full ownership of all patient medical records, Protected Health Information, and proprietary business data entered into the Platform. Openwell’s role is as a technology provider and HIPAA Business Associate—not an owner of your clinical data. Openwell owns the Platform, including all software, AI models, interfaces, analytics tools, and derivative works created from de-identified and aggregated data. Nothing in these Terms transfers ownership of any patient’s individually identifiable health information to Openwell.
C. Consent to Internal Sharing with Your Care Team
To receive coordinated care, you consent to the sharing of your Personal Data, PHI, and AI Insights among the licensed providers and authorized staff within your Practice who are involved in your treatment, payment, or healthcare operations, and with Openwell Inc. personnel performing necessary administrative and technical functions under HIPAA (as described in the Privacy Policy). This internal sharing is essential for service delivery.
D. Consent for Telehealth Communications
You consent to receive Clinical Services from your Practice’s providers via telehealth technologies, including secure text messaging and video calls integrated into the Platform. You understand that telehealth involves the electronic transmission of personal and health information and has unique risks and benefits (see Section 6).
5. Data Sharing with External Parties (User-Controlled)
Patient-Directed Sharing: You control whether your health records, specific data points, or reports (including AI Insights summaries reviewed by your provider) are shared with healthcare providers outside of your Practice. The Platform may provide features allowing you to securely authorize and initiate this sharing (e.g., via a secure link or direct transmission feature). Sharing data externally requires your explicit action and authorization.
Openwell Inc.’s Role: Openwell Inc. acts solely as a facilitator for patient-directed sharing.
Data Privacy Commitment: Your health data is never sold to or shared with advertisers. Openwell does not monetize your individually identifiable health information through advertising. Openwell may de-identify and aggregate data in accordance with HIPAA (45 C.F.R. § 164.514) for the purposes described in Section 4B above, including product improvement, industry benchmarks, outcome analytics, and non-identifiable research. Openwell will never attempt to re-identify de-identified data, and will never sell individually identifiable patient data.
Disclaimer: Once you authorize the sharing of your information with an external third party, Openwell Inc. and your Practice are not responsible for the security, privacy, or use of that information by the receiving party. You should ensure you trust the recipient and understand their privacy practices.
6. Telehealth Services
Clinical Services via Telehealth: You agree to receive Clinical Services from your Practice’s providers using telehealth technologies (secure video, audio, text messaging).
Nature of Telehealth: You understand that telehealth involves transmitting health information electronically and has potential benefits (convenience, access) and risks (technical failures, information security risks despite safeguards, potential lack of physical examination limiting diagnosis).
Provider Location: Your providers may be located in other states, practicing under applicable state telehealth licensing laws.
Not for Emergencies: The Services are NOT intended for medical emergencies or urgent situations. If you are experiencing a medical emergency, call 911 or seek immediate care at the nearest emergency room.
Appropriateness: Your Practice’s provider will determine if your condition is appropriate for telehealth. You may need in-person care for certain conditions.
7. Artificial Intelligence (AI) Tools
As mentioned in Section 4.B, the Platform utilizes AI Tools to process health data and generate AI Insights.
Purpose: To provide informational summaries, identify trends, and flag potential areas of interest for you and your Practice’s provider. AI features include patient record summarization (“Catch Me Up”), conversational health queries grounded in your clinical data, and outcome analytics.
Multiple Tools: Openwell may utilize various AI tools from different technology partners to provide these features. Data handling by these tools is governed by our Privacy Policy and relevant agreements (including Business Associate Agreements where PHI is involved).
Disclaimer (Reiteration): AI Insights are informational ONLY, not medical advice or diagnosis, and are always subject to review and interpretation by your licensed Practice provider before any clinical action is taken. AI outputs may be inaccurate or incomplete—always verify before relying on them for patient care. Openwell Inc. and your Practice disclaim liability for reliance solely on AI Insights without professional clinical consultation.
8. Commerce and Ordering Services
8.1 Third-Party Vendor Network
The Platform may enable you to access Openwell’s network of third-party pharmacies, laboratories, diagnostic vendors, and other healthcare service providers (collectively, “Network Vendors”) for the purpose of ordering laboratory tests, diagnostic services, prescription medications, supplements, and related healthcare products and services (“Commerce Services”). Openwell acts solely as a technology intermediary facilitating connectivity between you and Network Vendors—Openwell is not a pharmacy, laboratory, or clinical service provider and does not itself fulfill any orders placed through the Platform.
8.2 Ordering and Fulfillment
You may place orders for laboratory tests, medications, supplements, and other products or services through the Platform’s ordering interface. All orders are transmitted to the applicable Network Vendor for processing and fulfillment. You acknowledge that: (a) your prescribing provider remains solely responsible for the accuracy, clinical appropriateness, and regulatory compliance of all orders, including prescriptions; (b) fulfillment timelines, product availability, and service quality are controlled by the Network Vendor, not Openwell; (c) Openwell does not guarantee the availability of any specific Network Vendor, product, or service; and (d) your contractual relationship for order fulfillment is with the applicable Network Vendor, subject to such vendor’s terms and conditions.
8.3 Commerce Pricing
Costs for laboratory tests, medications, supplements, and other products or services ordered through the Platform are separate from any subscription or service fees. Pricing for Commerce Services will be displayed within the Platform at the time of order and may include Network Vendor base pricing and a platform facilitation fee, if applicable, which will be clearly disclosed before order confirmation.
8.4 Liability for Third-Party Services
Openwell shall not be liable for: (a) errors, delays, or failures in order fulfillment by any Network Vendor; (b) the quality, safety, efficacy, or accuracy of products, test results, or services provided by Network Vendors; (c) Network Vendor data breaches or privacy violations (except to the extent caused by Openwell’s systems); (d) adverse patient outcomes arising from products or services ordered through Network Vendors; or (e) disputes between you and any Network Vendor. Your sole remedy for Network Vendor issues shall be directly with the applicable Network Vendor.
9. Payment Terms
Self-Pay Agreement: Openwell Inc. and your Practice do not accept any health insurance, including Medicare or Medicaid. The Services are provided on a 100% self-pay basis. You are solely responsible for the full payment of all fees for the Services you purchase. You agree not to submit claims for the Services to any insurance plan.
Pricing and Billing: Prices for Services will be clearly listed on the Platform. The total price presented may include fees for Platform Services provided by Openwell Inc. and separate fees for Clinical Services provided by your Practice. Openwell Inc. collects the total payment on behalf of both entities and remits the appropriate portion to your Practice for the Clinical Services rendered.
Payment Method: You must provide valid payment information (e.g., credit card) through our third-party payment processor (e.g., Stripe). By providing this information, you represent and warrant that you are authorized to use the payment method and authorize us (via our processor) to charge the specified amount. You agree to keep your payment information current.
Recurring Payments: For subscription services, you authorize Openwell Inc. (via our processor) to automatically charge your designated payment method at the recurring intervals agreed upon during checkout, until you cancel your subscription according to the specified cancellation policy. We may obtain preapproval for recurring charges.
Taxes: You are responsible for any applicable sales or use taxes.
10. Data Portability
You have the right to request a copy of your data at any time. On written request, Openwell will export your data in standard formats (CSV, JSON, HL7 FHIR where applicable) within seventy-two (72) hours at no cost. Upon termination of your account, Openwell will provide a complete data export within seventy-two (72) hours and will delete or return all PHI in accordance with our Business Associate Agreement and Privacy Policy.
11. Marketing Communications Consent
By providing your email address and/or phone number and agreeing to these Terms, you provide your prior express written consent for Openwell Inc. and your Practice (or service providers acting on our behalf) to contact you for marketing, promotional, and telephonic sales purposes. This may include emails, calls, and text/SMS messages, potentially using automated technology or prerecorded messages.
Opt-Out: You can opt-out of marketing emails by clicking the “unsubscribe” link. You can opt-out of marketing text messages by replying “STOP”. Opting out of marketing communications will not affect essential service-related communications (e.g., appointment reminders, billing notices, critical Platform updates).
Consent Not Required for Purchase: Your consent to receive marketing communications is not required as a condition of purchasing any Services. If you wish to use the Services without consenting to marketing messages, please contact growth@openwellhealth.com.
12. Intellectual Property
The Platform Services, including the Site, App, software, AI algorithms, text, graphics, logos, and content (excluding your Personal Data) are the exclusive property of Openwell Inc. and its licensors, protected by copyright, trademark, and other intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform Services for your personal, non-commercial use, subject to these Terms. You agree not to copy, modify, distribute, sell, or lease any part of our Platform Services or included software, nor may you reverse engineer or attempt to extract the source code, except as laws permit.
13. User Conduct
You agree not to use the Services for any unlawful purpose or in any way that could harm, disable, overburden, or impair the Services or interfere with any other party’s use. Prohibited activities include, but are not limited to: transmitting harmful code, attempting unauthorized access, scraping data, impersonating others, using the Platform for competitive benchmarking or to build a competing product, or violating any applicable laws or regulations.
14. Third-Party Links and Services
The Platform may contain links to third-party websites or services (e.g., informational resources, labs, pharmacies, or Network Vendors operating independently) that are not owned or controlled by Openwell Inc. or your Practice. We are not responsible for the content, privacy policies, or practices of any third-party websites or services. Your use of third-party services is subject to their terms and policies.
15. Disclaimers of Warranties
THE PLATFORM SERVICES AND CLINICAL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
OPENWELL INC. DOES NOT WARRANT THAT THE PLATFORM SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
YOUR PRACTICE AND ITS PROVIDERS STRIVE TO PROVIDE HIGH-QUALITY CLINICAL SERVICES BUT DO NOT GUARANTEE ANY SPECIFIC HEALTH OUTCOMES OR RESULTS FROM TREATMENT. AS STATED, AI INSIGHTS ARE INFORMATIONAL AND NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL JUDGMENT.
16. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:
IN NO EVENT SHALL OPENWELL INC., ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (a) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE PLATFORM SERVICES; (b) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE PLATFORM SERVICES; (c) ANY CONTENT OBTAINED FROM THE PLATFORM SERVICES (INCLUDING RELIANCE ON AI INSIGHTS WITHOUT CLINICAL CONSULTATION); OR (d) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF OPENWELL INC. FOR ALL CLAIMS RELATING TO THE PLATFORM SERVICES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (USD $100.00) OR THE AMOUNTS PAID BY YOU TO OPENWELL INC. FOR THE PLATFORM SERVICES IN THE 12 MONTHS PRIOR TO THE CLAIM.
LIABILITY FOR CLINICAL SERVICES PROVIDED BY YOUR PRACTICE IS GOVERNED BY THE PROVIDER-PATIENT RELATIONSHIP AND APPLICABLE STATE LAW REGARDING MEDICAL MALPRACTICE. OPENWELL INC. IS NOT LIABLE FOR THE CLINICAL SERVICES OR THE ACTS OR OMISSIONS OF YOUR PRACTICE OR ITS PROVIDERS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
17. Indemnification
You agree to defend, indemnify, and hold harmless Openwell Inc., your Practice, and their respective officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Services (including, but not limited to, reliance on AI Insights without clinical consultation, user-controlled external data sharing, any use of the Platform’s content, services, and products other than as expressly authorized in these Terms, or your use of any information obtained from the Services).
18. Governing Law
These Terms and any dispute arising out of or related to them or the Services shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. Claims related specifically to the Clinical Services provided by your Practice may also be subject to the laws of the state where you reside or receive care.
19. Dispute Resolution: Binding Arbitration
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
You and Openwell Inc. (and, by extension, your Practice) agree that any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Services (collectively, “Disputes”) will be settled by binding individual arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.
YOU ACKNOWLEDGE AND AGREE THAT YOU AND OPENWELL INC. (AND YOUR PRACTICE) ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.
Unless both you and Openwell agree otherwise in writing, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of any class or representative proceeding.
Arbitration Rules: The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA’s Consumer Arbitration Rules then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.
Arbitration Process: A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The Demand must be sent to Openwell Inc., Attn: Legal Department, 145 S Glenoaks Blvd PMB 2012 Burbank, CA 91502. The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Arbitration Location and Procedure: Unless you and Openwell otherwise agree, the arbitration will be conducted in the county where you reside, or remotely via telephone or video conference.
Arbitrator’s Decision: The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof.
20. Modifications to Terms
We reserve the right to modify these Terms at any time. If we make material changes, we will notify you by updating the “Last Updated” date, posting the new Terms on the Platform, and/or providing other notice as required by law (e.g., via email or an in-App notification). Your continued use of the Services after the effective date of the revised Terms constitutes your acceptance of the changes.
21. Termination
We may terminate or suspend your account and access to the Services immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever, including but not limited to a breach of these Terms. Upon termination, your right to use the Services will cease immediately. You may terminate your account by contacting growth@openwellhealth.com. Upon termination, Openwell will provide a complete data export within seventy-two (72) hours at no cost (see Section 10). Certain provisions of these Terms will survive termination, including ownership provisions, warranty disclaimers, indemnity, limitations of liability, and dispute resolution.
22. Miscellaneous
Entire Agreement: These Terms and the incorporated Privacy Policy constitute the entire agreement between you and Openwell Inc. (and concerning Clinical Services, your Practice) regarding the Services, superseding any prior agreements.
Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
Waiver: No waiver of any term shall be deemed a further or continuing waiver of such term or any other term.
Contact Information: For questions about these Terms of Use, please contact Openwell Inc. at support@openwellhealth.com or at 145 S Glenoaks Blvd PMB 2012, Burbank, CA 91502.
