2026. Something's different.

1. Acceptance of these terms

Openwell Inc. governs user access to its website (www.openwellhealth.com), mobile app, white-label applications, and services through a binding contract. Users consent by checking "I agree," creating accounts, or accessing services. The agreement references the Openwell Privacy Policy (incorporated by reference). Denying consent prevents platform access.

2. Our services and relationship

Openwell Inc. (Platform Services). Management services organization providing technology, administrative support, billing coordination, communication tools, and third-party vendor access. Does not provide medical advice or clinical services.

Your Practice (Clinical Services). Independent licensed healthcare professionals solely responsible for consultations, diagnoses, treatment plans, prescriptions, clinical oversight, and AI Insights interpretation.

White-Label Practice-Branded Experience. Independent practices may deploy branded applications; underlying Openwell technology Terms and Privacy Policy apply regardless of branding.

Combined Offering. While separate entities, Platform and Clinical Services work together for cohesive experiences.

3. Eligibility and account responsibility

Eligibility. Users must be 18+ and U.S. residents, with legal capacity to enter agreements.

Account creation. Users provide accurate, current, complete information and maintain updates.

Account security. Users maintain credential confidentiality and notify security@openwellhealth.com of suspected breaches. Openwell disclaims liability for user failure to protect account information.

Username. Usernames cannot infringe rights or be offensive, vulgar, or obscene.

4. Consent for data processing, AI use, and sharing

A. General consent to data processing

Users consent to collection, use, storage, processing (including AI analysis), and disclosure of personal and health data by Openwell and their Practice for service provision, facilitation, management, and improvement purposes. This includes directly provided data, connected device data, usage-generated data, and coordinated lab and scan results.

B. Consent to AI processing and review

AI Insights purpose. Users specifically consent to health information processing by AI Tools generating insights, trend analyses, risk flags, and summaries.

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. Licensed providers review AI Insights; clinical decisions remain with human providers using insights as one tool.

Limitations. AI analysis depends on available data and may contain inaccuracies; users should discuss insights with providers.

No training on identifiable data. Openwell prohibits using individually identifiable Protected Health Information for AI or ML model training or fine-tuning and never sells identifiable patient data.

De-identified and aggregated data. Openwell may de-identify data using HIPAA Safe Harbor or Expert Determination methods for platform improvement, new product development, anonymized benchmarks and analytics, non-identifiable research, AI model training, and derivative analytical works. De-identified data supports comparative practice performance analytics. Openwell commits against re-identification attempts with periodic validation.

Data ownership. Practices retain full ownership of patient records, Protected Health Information, and proprietary data. Openwell owns the Platform, software, AI models, interfaces, analytics tools, and derivative works from de-identified data. No individually identifiable health information ownership transfers to Openwell.

C. Consent to internal sharing with your care team

Users consent to Personal Data, PHI, and AI Insights sharing among licensed Practice providers and authorized staff involved in treatment, payment, or healthcare operations, and with Openwell personnel performing administrative and technical HIPAA functions. Internal sharing is essential for service delivery.

D. Consent for telehealth communications

Users consent to Clinical Services delivery via telehealth technologies including secure text and video calls integrated into the Platform, understanding telehealth's unique risks and benefits.

5. Data sharing with external parties (user-controlled)

Patient-directed sharing. Users control whether health records, data points, or reports (including provider-reviewed AI Insights) share with external providers. The Platform may provide secure authorization features. External sharing requires explicit user action.

Openwell Inc.'s role. Acts solely as facilitator for patient-directed sharing.

Data privacy commitment. Health data never sells to advertisers; Openwell doesn't monetize identifiable information through advertising. De-identified, aggregated data per HIPAA supports product improvement, benchmarks, outcome analytics, and non-identifiable research. Openwell commits against re-identification and never sells identifiable patient data.

Disclaimer. Once users authorize external sharing, Openwell and the Practice disclaim responsibility for receiving party security, privacy, or information use. Users should verify recipient trustworthiness and understand their privacy practices.

6. Telehealth services

Clinical Services via telehealth. Users agree to receive Clinical Services using telehealth technologies (secure video, audio, text messaging).

Nature of telehealth. Telehealth transmits health information electronically with potential benefits (convenience, access) and risks (technical failures, information security despite safeguards, potential diagnostic limitations from absent physical examination).

Provider location. Providers may practice in other states under applicable state telehealth licensing laws.

Not for emergencies. Services exclude medical emergencies; users experiencing emergencies should call 911 or seek immediate emergency room care.

Appropriateness. Providers determine telehealth suitability; certain conditions may require in-person care.

7. Artificial intelligence (AI) tools

Purpose

AI Tools process health data generating informational summaries, trend identification, and potential areas of interest for users and providers. Features include patient record summarization ("Catch Me Up"), conversational health queries grounded in clinical data, and outcome analytics.

Multiple tools

Openwell may utilize various AI tools from different technology partners; data handling follows the Privacy Policy and relevant agreements including Business Associate Agreements for PHI involvement.

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. Openwell Inc. and the 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 enables access to Openwell's network of third-party pharmacies, laboratories, diagnostic vendors, and healthcare service providers (Network Vendors) for ordering laboratory tests, diagnostic services, prescription medications, supplements, and related products and services (Commerce Services). Openwell acts as technology intermediary only. Not as pharmacy, laboratory, or clinical service provider and doesn't fulfill orders.

8.2 Ordering and fulfillment

Users place orders through the Platform's ordering interface transmitted to applicable Network Vendors. Users acknowledge: (a) prescribing providers remain solely responsible for order accuracy, clinical appropriateness, and regulatory compliance including prescriptions; (b) fulfillment timelines, product availability, and service quality are Network Vendor-controlled, not Openwell-controlled; (c) Openwell doesn't guarantee specific Network Vendor, product, or service availability; and (d) contractual fulfillment relationships exist with Network Vendors subject to their terms and conditions.

8.3 Commerce pricing

Laboratory tests, medications, supplements, and other products or services ordered through the Platform charge separately from subscription or service fees. Pricing displays within the Platform at order time and may include Network Vendor base pricing and platform facilitation fees, clearly disclosed before confirmation.

8.4 Liability for third-party services

Openwell disclaims liability for: (a) Network Vendor order errors, delays, or fulfillment failures; (b) product, test result, or service quality, safety, efficacy, or accuracy; (c) Network Vendor data breaches or privacy violations (except Openwell-caused system breaches); (d) adverse patient outcomes from Network Vendor products or services; or (e) user-Network Vendor disputes. Users' sole remedy for Network Vendor issues is directly with applicable vendors.

9. Payment terms

Self-pay agreement. Openwell and the Practice accept no health insurance including Medicare or Medicaid. Services operate on 100% self-pay basis. Users pay full fees and agree not to submit insurance claims.

Pricing and billing. Platform pricing displays clearly, potentially including separate Openwell Platform Services fees and Practice Clinical Services fees. Openwell collects total payment and remits appropriate portions to the Practice.

Payment method. Users provide valid payment information through third-party processor (e.g., Stripe), representing authorization to use the payment method and authorizing charges. Users keep payment information current.

Recurring payments. For subscriptions, users authorize automatic recurring charges at agreed intervals until subscription cancellation per specified policies. Preapproval may be obtained.

Taxes. Users bear responsibility for applicable sales or use taxes.

10. Data portability

Users may request data copies anytime. Openwell exports data in standard formats (CSV, JSON, HL7 FHIR where applicable) within seventy-two (72) hours at no cost on written request. Upon account termination, complete data export occurs within seventy-two (72) hours with PHI deletion or return per Business Associate Agreement and Privacy Policy.

11. Marketing communications consent

By providing email or phone and agreeing to these Terms, users provide prior express written consent for Openwell and the Practice (or service providers) to contact for marketing, promotional, and telephonic sales purposes via emails, calls, and text or SMS messages potentially using automated technology or prerecorded messages.

Opt-out. Users unsubscribe from marketing emails via "unsubscribe" links and from marketing texts by replying "STOP". Opting out doesn't affect essential service communications (appointment reminders, billing notices, critical Platform updates).

Consent not required for purchase. Marketing communication consent isn't required for service purchases. Users wishing Services without marketing consent contact growth@openwellhealth.com.

12. Intellectual property

Platform Services including website, App, software, AI algorithms, text, graphics, logos, and content (excluding Personal Data) are Openwell and licensor exclusive property protected by copyright, trademark, and intellectual property laws. Limited, non-exclusive, non-transferable, revocable licenses grant personal, non-commercial Platform access and use subject to these Terms. Users cannot copy, modify, distribute, sell, or lease Platform parts or software, nor reverse engineer or extract source code except as laws permit.

13. User conduct

Users agree not to use Services unlawfully or harmfully, including disabling, overburdening, or impairing Services or interfering with others' use. Prohibited activities include transmitting harmful code, attempting unauthorized access, scraping data, impersonating others, using the Platform for competitive benchmarking or competing product development, or violating applicable laws or regulations.

14. Third-party links and services

The Platform may contain third-party website or service links (informational resources, labs, pharmacies, Network Vendors) not owned or controlled by Openwell or the Practice. Openwell disclaims responsibility for third-party content, privacy policies, or practices. Third-party service use follows 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.

Practices and providers strive for high-quality Clinical Services but guarantee no specific health outcomes or treatment results. AI Insights remain informational, not substitutes for professional medical judgment.

16. Limitation of liability

To the fullest extent permitted by law, Openwell Inc., its affiliates, officers, directors, employees, agents, or licensors disclaim liability for indirect, incidental, special, consequential, or punitive damages, or lost profits, revenues, data, use, goodwill, or intangible losses from: (a) Platform Services access or use inability; (b) third-party conduct or content on Platform Services; (c) Platform-obtained content including AI Insights reliance without clinical consultation; or (d) unauthorized transmission or content access, use, or alteration.

Openwell's aggregate liability for all Platform Services claims doesn't exceed the greater of one hundred U.S. dollars (USD $100.00) or amounts users paid Openwell for Platform Services in the prior twelve months.

Clinical Services liability from the Practice is governed by provider-patient relationships and applicable state medical malpractice law. Openwell disclaims liability for Clinical Services or Practice provider acts or omissions.

Some jurisdictions disallow certain warranty exclusions or liability limitations for specific damages; accordingly, some limitations may not apply.

17. Indemnification

Users defend, indemnify, and hold harmless Openwell Inc., the Practice, and respective officers, directors, employees, agents, and affiliates from claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from user Term violations or Services use including AI Insights reliance without clinical consultation, user-controlled external data sharing, Platform content, services, or products use beyond express authorization, or information obtained from Services use.

18. Governing law

These Terms and disputes arising from or relating to them or Services follow Delaware law without regard to conflict of law principles. Clinical Services-specific claims may follow laws of user residence or care states.

19. Dispute resolution: binding arbitration

Binding arbitration agreement. Users and Openwell Inc. (and by extension, the Practice) agree that disputes, claims, or controversies arising from or relating to these Terms or their breach, termination, enforcement, interpretation, or validity, or Services use (Disputes) settle through binding individual arbitration, except each party retains injunctive or equitable relief rights in competent courts preventing actual or threatened copyright, trademark, trade secret, patent, or intellectual property infringement, misappropriation, or violation.

Jury trial and class action waiver. 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 parties agree otherwise in writing, arbitrators cannot consolidate multiple persons' claims or preside over class or representative proceedings.

Arbitration rules. American Arbitration Association (AAA) administers arbitration per AAA Consumer Arbitration Rules (www.adr.org or 1-800-778-7879), modified by this section. Federal Arbitration Act governs interpretation and enforcement.

Arbitration process. Dispute-initiating parties send written Demand for Arbitration per AAA Rules to:

Openwell Inc., Attn: Legal Department
145 S Glenoaks Blvd PMB 2012
Burbank, CA 91502

Arbitrators are retired judges or licensed attorneys selected by parties from AAA rosters. If parties cannot agree within seven (7) days of Demand delivery, AAA appoints arbitrators per AAA Rules.

Arbitration location and procedure. Unless parties agree otherwise, arbitration occurs in user residence counties or remotely via telephone or video conference.

Arbitrator's decision. Arbitrators render awards within AAA Rule timeframes, including essential findings and conclusions. Arbitration award judgments enter in jurisdictions with jurisdiction.

20. Modifications to terms

Openwell reserves modification rights. Material changes trigger "Last Updated" date updates, new Terms posting, and other legally required notices (email or in-App notification). Continued Services use after revised Terms effective dates constitutes acceptance.

21. Termination

Openwell may terminate or suspend accounts and Services access immediately, without prior notice or liability, under sole discretion, for any reason including Term breaches. Users' Services use rights cease immediately upon termination. Account termination contacts growth@openwellhealth.com. Upon termination, complete data export occurs within seventy-two (72) hours at no cost (Section 10). Certain Terms provisions survive termination including ownership, warranty disclaimers, indemnity, liability limitations, and dispute resolution.

22. Miscellaneous

Entire agreement. These Terms and incorporated Privacy Policy constitute the entire agreement between users and Openwell Inc. (and concerning Clinical Services, the Practice) regarding Services, superseding prior agreements.

Severability. Invalid or unenforceable Terms provisions don't invalidate remaining provisions, which remain fully effective.

Waiver. Term waivers don't constitute further or continuing waivers of such terms or others.

Contact information.

Email: support@openwellhealth.com
145 S Glenoaks Blvd PMB 2012
Burbank, CA 91502