PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS, INCLUDING AN AGREEMENT TO ARBITRATE DISPUTES.
These Terms are for healthcare professionals. These Terms of Service govern the provision of administrative and operational services by Openwell Inc. to licensed physicians and the professional entities they own. These Terms are not directed to, and do not create any agreement with, patients. Openwell does not provide medical care.
1. Acceptance of These Terms; The Parties
These Terms of Service (“Terms”) form a legally binding contract between Openwell Inc. (“Openwell,” “we,” “us,” “our”) and you. “You” and “your” mean (a) the physician licensed in one or more U.S. states who registers for the Services, and (b) the professional corporation, professional limited liability company, or other professional entity that such physician owns or is authorized to bind (your “Practice”). If you accept these Terms on behalf of a Practice, you represent and warrant that you have authority to bind that Practice.
Patients are not parties to these Terms. The Services are made available solely to physicians and their Practices. Any patient-facing application deployed by your Practice (including a white-label, practice-branded application) is governed by separate terms between your Practice and its patients and by your Practice’s own privacy policies and notice of privacy practices.
By checking the “I agree” box, creating an account, or accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and the Openwell Privacy Notice, which is incorporated herein by reference. If you do not agree, you may not access or use the Services.
2. Our Services
Openwell Inc. is a management services organization that provides administrative and operational services to physician-owned practices (collectively, the “Services”). The Services include:
- Openwell OS Subscription. A subscription to Openwell’s practice operating software (“Openwell OS” or the “Platform”), including scheduling, patient communications, documentation and record-keeping tools, billing and administrative workflows, and white-label practice-branded applications.
- Entity Formation and Licensing Coordination. Coordination of the formation of your professional entity and of state licensing, registration, and enrollment processes, in each case through qualified third-party providers (including licensed attorneys where legal services are required). Openwell is not a law firm and does not itself provide legal services.
- Payments Facilitation. Facilitation of payments through our third-party payment processor (the “Processor,” e.g., Stripe). Openwell is not a bank or money transmitter; payment processing is provided by the Processor under its own terms of service, which you must accept to use payment features.
- Malpractice Insurance Coordination. Coordination of professional liability (malpractice) insurance coverage through licensed insurance brokers. Openwell is not an insurance company and is not itself a licensed insurance broker or producer; all coverage is placed by licensed brokers and is governed by the terms of the policy issued by the applicable insurer.
3. Corporate Practice of Medicine; Independence of Clinical Judgment
Openwell does not practice medicine, does not employ physicians, and does not direct or control clinical operations. All medical and clinical services are provided solely by you and your Practice. Openwell does not direct, control, or interfere with the professional medical judgment of any physician or other licensed professional, including decisions regarding diagnosis, treatment, referrals, prescribing, staffing of clinical personnel, or any other aspect of the practice of medicine.
Nothing in these Terms shall be construed to permit Openwell to engage in the practice of medicine or any other licensed profession. These Terms shall be interpreted consistently with applicable state corporate practice of medicine and fee-splitting laws, and all fees payable to Openwell are compensation for administrative and operational services and are not payment for referrals or for clinical services.
Practice Responsibilities. Your Practice is solely responsible for obtaining and documenting all patient consents and authorizations required in connection with its clinical services—including telehealth informed consent where required by applicable state law—and for maintaining its own notice of privacy practices, patient-facing terms, and clinical policies.
4. No Medical Advice; No Legal Advice
Openwell does not provide medical advice. Content, software outputs, templates, and other materials made available through the Services are for informational and administrative purposes only and do not constitute medical advice, diagnosis, or treatment.
Openwell does not provide legal, tax, or accounting advice. Information provided in connection with entity formation, licensing, compliance, insurance, or payments is general in nature and is not legal advice. Where legal services are required, they are provided by independent licensed attorneys engaged for your benefit. You should consult your own attorney, accountant, or other professional advisor regarding your specific circumstances.
5. HIPAA; Business Associate Agreement; Patient Records
Business Associate Agreement. Where Openwell creates, receives, maintains, or transmits Protected Health Information (“PHI”) on behalf of your Practice, Openwell acts as a business associate under HIPAA. A Business Associate Agreement (“BAA”) is available to every Practice and will be executed before Openwell processes PHI on your Practice’s behalf. In the event of a conflict between these Terms and the BAA with respect to PHI, the BAA controls.
Your Practice owns its patient records. Your Practice retains full ownership of all patient medical records, PHI, and proprietary business data entered into the Platform. Openwell’s role is that of a technology and administrative services provider and HIPAA business associate—not an owner of clinical data. Openwell owns the Platform, including all software, interfaces, and analytics tools. Nothing in these Terms transfers ownership of any patient’s individually identifiable health information to Openwell.
No training on identifiable data; no sale of patient data. Openwell will not use individually identifiable PHI to train, fine-tune, or improve artificial intelligence or machine learning models, and will never sell individually identifiable patient data to any third party.
De-identified and aggregated data. Openwell may de-identify data in accordance with HIPAA (45 C.F.R. § 164.514), using the Safe Harbor 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, outcome analytics, and practice performance insights; (iv) conduct and publish non-identifiable research; (v) train, fine-tune, and improve AI and machine learning models; and (vi) create derivative analytical works and data products. 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.
6. Eligibility; Accounts
- Eligibility. You must be at least 18 years old, reside in the United States, and be a physician holding an active, unrestricted license in good standing in at least one U.S. state (or an authorized representative of a professional entity owned by such a physician). By using the Services, you represent and warrant that you meet these requirements.
- Account Information. You must provide accurate, current, and complete information during registration—including licensure information—and keep it updated. You must promptly notify us of any restriction, suspension, revocation, or material disciplinary action affecting any professional license you hold.
- Account Security. You are responsible for maintaining the confidentiality of your login credentials and for all activities under your account. Notify us immediately at security@openwellhealth.com of any suspected unauthorized access or security breach.
7. Fees; Subscription Term; Cancellation; Refunds
- Subscription and Billing. Subscription fees are billed at the rates and intervals presented at checkout, via the Processor. You authorize recurring charges to your designated payment method until you cancel. You agree to keep your payment information current. You are responsible for applicable taxes.
- No Annual Commitment; Cancel Anytime. Subscriptions are month-to-month unless otherwise agreed in writing. There is no annual commitment. You may cancel at any time through your account settings or by contacting support@openwellhealth.com; cancellation takes effect at the end of the then-current billing period, and you will not be charged thereafter.
- Setup Fee Refund. If Openwell cannot complete your practice launch, your setup fee will be refunded in full.
8. Payments Facilitation for Patient Payments
The Platform may enable your Practice to collect payments from its patients through the Processor. Funds are processed and settled in accordance with the Processor’s agreement with you and applicable payout schedules. Your Practice is solely responsible for establishing its own fees for professional services, for all billing disclosures to patients, and for compliance with applicable billing and payment laws. Openwell facilitates payments through the Processor and does not itself hold patient funds.
9. Third-Party Vendor Network
The Platform may enable your Practice and its patients to access third-party pharmacies, laboratories, diagnostic vendors, and other service providers (“Network Vendors”). Openwell acts solely as a technology intermediary facilitating connectivity with Network Vendors—Openwell is not a pharmacy, laboratory, or clinical service provider and does not fulfill orders. Your Practice’s prescribing providers remain solely responsible for the accuracy, clinical appropriateness, and regulatory compliance of all orders. Fulfillment timelines, availability, and quality are controlled by the applicable Network Vendor under its own terms, and Openwell shall not be liable for the acts or omissions of any Network Vendor. Pricing for Network Vendor products and services is separate from subscription fees and will be disclosed before order confirmation, including any platform facilitation fee.
10. Data Portability
Your Practice may request a copy of its data at any time. On written request, Openwell will export your Practice’s data in standard formats (CSV, JSON, HL7 FHIR where applicable) within five (5) business days at no cost. Upon termination, Openwell will provide a complete data export within five (5) business days and will delete or return all PHI in accordance with the BAA.
11. Marketing Communications
By providing your email address and/or phone number and agreeing to these Terms, you consent to receive marketing and promotional communications from Openwell, including emails, calls, and text/SMS messages, potentially using automated technology. You may opt out of marketing emails via the “unsubscribe” link and of marketing texts by replying “STOP.” Opting out does not affect essential service communications (e.g., billing notices, critical Platform updates). Consent to marketing is not a condition of purchasing any Services; contact growth@openwellhealth.com to use the Services without marketing messages.
12. Intellectual Property
The Platform and Services, including the website, applications, software, algorithms, text, graphics, logos, and content (excluding your Practice’s data), are the exclusive property of Openwell and its licensors, protected by intellectual property laws. Openwell grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for the internal business purposes of your Practice, subject to these Terms. You may not copy, modify, distribute, sell, or lease any part of the Platform, nor reverse engineer or attempt to extract source code, except as permitted by law.
13. Acceptable Use
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, without limitation: transmitting harmful code, attempting unauthorized access, scraping data, impersonating others, using the Platform for competitive benchmarking or to build a competing product, or violating applicable laws or regulations.
14. Third-Party Links and Services
The Platform may contain links to third-party websites or services that are not owned or controlled by Openwell. We are not responsible for the content, privacy policies, or practices of any third-party websites or services. Your use of third-party services—including the Processor, Network Vendors, insurance brokers, and attorneys—is subject to their own terms and policies.
15. Disclaimer of Warranties
THE 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 DOES NOT WARRANT THAT THE 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.
16. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:
- IN NO EVENT SHALL OPENWELL, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUES, DATA, USE, OR GOODWILL, RESULTING FROM (a) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (b) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES; (c) ANY CONTENT OBTAINED FROM THE SERVICES; OR (d) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.
- IN NO EVENT SHALL OPENWELL’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (USD $100.00) OR THE AMOUNTS PAID BY YOU TO OPENWELL FOR THE SERVICES IN THE 12 MONTHS PRIOR TO THE CLAIM.
- YOUR PRACTICE IS SOLELY RESPONSIBLE FOR THE MEDICAL AND CLINICAL SERVICES IT PROVIDES. OPENWELL IS NOT LIABLE FOR ANY 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 and its 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: (a) your violation of these Terms; (b) your use of the Services other than as expressly authorized; (c) the medical or clinical services provided by you or your Practice, including any claim by a patient; or (d) your Practice’s violation of applicable law.
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.
19. Dispute Resolution: Binding Arbitration
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
You and Openwell 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 intellectual property rights.
YOU ACKNOWLEDGE AND AGREE THAT YOU AND OPENWELL 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.
- Arbitration Rules. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA’s Commercial Arbitration Rules then in effect, except as modified by this section. The Federal Arbitration Act governs the interpretation and enforcement of this section.
- Arbitration Process. A party desiring to initiate arbitration must provide a written Demand for Arbitration as specified in the AAA Rules, sent to Openwell Inc., Attn: Legal Department, 145 S Glenoaks Blvd PMB 2012, Burbank, CA 91502. If the parties cannot agree on an arbitrator within seven (7) days, the AAA will appoint one in accordance with the AAA Rules.
- Location and Procedure. Unless otherwise agreed, arbitration will be conducted in the county where your Practice is located, or remotely by telephone or video conference.
- Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions on which the award is based. Judgment on the award may be entered in any court of competent jurisdiction.
20. Modifications to Terms
We may 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., email or in-app notification). Your continued use of the Services after the effective date of the revised Terms constitutes acceptance of the changes.
21. Termination
You may cancel your subscription at any time as described in Section 7. We may suspend or terminate your account and access to the Services for breach of these Terms, for conduct that creates legal exposure for Openwell, or as required by law, with notice where practicable. Upon termination, Openwell will provide a complete data export within five (5) business days at no cost and will handle PHI in accordance with the BAA (see Section 10). Provisions that by their nature should survive termination will survive, including ownership provisions, warranty disclaimers, indemnity, limitations of liability, and dispute resolution.
22. Miscellaneous
- Entire Agreement. These Terms, the incorporated Privacy Notice, and any executed BAA and order form constitute the entire agreement between you and Openwell regarding the Services, superseding any prior agreements.
- Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions 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.
- Assignment. You may not assign these Terms without Openwell’s prior written consent; Openwell may assign these Terms in connection with a merger, acquisition, or sale of assets.
- Contact. For questions about these Terms, contact Openwell Inc. at support@openwellhealth.com or 145 S Glenoaks Blvd PMB 2012, Burbank, CA 91502.