Terms of Service

1. Definitions

• "Authorized User" means any individual you authorize to access the Platform under your account.
• "Customer Content" means all data, configurations, application definitions, text, images, and other materials you upload to or create within the Platform.
• "Platform" means the VectorCare Developer Platform available at vectorcare.dev, including the SMART on FHIR app builder, AI-assisted configuration tools, dashboards, APIs, and documentation.
• "Builder Tools" means the AI-assisted form builder and configuration engine that generates FHIR resource recommendations, scope definitions, and application configurations based on your inputs.
• "Resultant Data" means anonymized, aggregated data derived from use of the Platform that does not identify you, your organization, or any individual.
• "Application" means any SMART on FHIR application configured using the Platform.
• "Deployment" means the process of installing and activating an Application within a production EHR environment.
• "Review Process" means VectorCare's evaluation of a submitted Application prior to Deployment.

2. Platform Access and Use

2.1 License Grant

Subject to this Agreement, VectorCare grants you a non-exclusive, non-transferable, revocable license to access and use the Platform during the term of this Agreement. This license includes use of the Builder Tools to configure Applications.

2.2 Free Builder Access

You may create an account, access the Builder Tools, and configure Applications at no charge. There is no fee for building or configuring Applications on the Platform.

2.3 Deployment and Fees

Deployment of Applications into production EHR environments requires completion of the Review Process and execution of a separate Deployment Agreement. Deployment fees, payment terms, and service levels will be specified in that Deployment Agreement. VectorCare reserves the right to set Deployment pricing on a per-customer basis.

2.4 Account Responsibilities

You are responsible for maintaining the confidentiality of your account credentials, for all activity under your account, and for making sure your Authorized Users comply with this Agreement. Notify us immediately at support@vectorcare.com if you suspect unauthorized access.

2.5 Acceptable Use

You agree not to:

• Reverse engineer, decompile, or disassemble any part of the Platform
• Use the Platform to build a competing product or service
• Circumvent any access controls, rate limits, or security measures
• Upload content that infringes third-party intellectual property rights
• Upload malicious code, viruses, or any harmful software
• Use the Platform for any unlawful purpose
• Share account credentials with unauthorized parties
• Attempt to access other users' accounts, data, or Applications
• Use the Platform in connection with emergency, life-threatening, or time-critical medical decision-making

2.6 Geographic Scope

The Platform is intended for use within the United States. We make no representation that the Platform is appropriate or available for use in other locations.

3. AI-Assisted Builder Tools

3.1 Nature of AI Output

The Builder Tools use artificial intelligence to analyze your inputs and generate FHIR resource recommendations, scope definitions, and application configurations. These outputs are suggestions based on your descriptions and should be treated as a starting point, not a finished product.

3.2 No Guarantee of Accuracy

VectorCare does not warrant that AI-generated recommendations, configurations, or FHIR mappings are accurate, complete, or suitable for your intended use. AI outputs may contain errors, omissions, or configurations that do not match your requirements.

3.3 Your Responsibility to Validate

You are solely responsible for reviewing, testing, and validating all AI-generated outputs before submitting an Application for Review. This includes verifying FHIR resource selections, scope definitions, data mappings, and compliance with applicable regulations. Do not rely on AI-generated output as medical, legal, or regulatory advice.

3.4 No Clinical Use Without Validation

Applications configured using the Builder Tools must not be deployed in clinical settings without independent validation by qualified personnel. VectorCare is a technology provider and does not provide medical advice or clinical decision support.

4. Intellectual Property

4.1 Customer Content

You retain all right, title, and interest in your Customer Content. By uploading Customer Content to the Platform, you grant VectorCare a limited, non-exclusive license to host, process, and display that content solely to provide the Platform services to you.

4.2 Platform Ownership

VectorCare retains all right, title, and interest in the Platform, Builder Tools, underlying technology, documentation, and all improvements to the foregoing. Nothing in this Agreement transfers ownership of any VectorCare intellectual property to you.

4.3 Resultant Data

VectorCare owns all Resultant Data. We may use Resultant Data to improve the Platform, develop new features, conduct research, and generate benchmarks. Resultant Data will never include your Customer Content in identifiable form.

4.4 Feedback

If you provide suggestions, feature requests, or other feedback about the Platform, VectorCare may use that feedback without restriction or obligation to you.

5. Health Data and HIPAA Compliance

5.1 Platform vs. Deployment

During the build phase (using the Builder Tools to configure Applications), the Platform is not designed to process, store, or transmit Protected Health Information ("PHI") as defined under HIPAA. Do not upload PHI to the Builder Tools.

5.2 Business Associate Agreement

If an Application's Deployment will involve the processing, storage, or transmission of PHI, you and VectorCare must execute a Business Associate Agreement ("BAA") prior to Deployment. The BAA will be provided as part of the Deployment Agreement.

5.3 Your Compliance Obligations

You are responsible for your own compliance with HIPAA, HITECH, and any other applicable healthcare regulations. VectorCare's role is limited to providing the technology platform. We do not determine how you collect, use, or disclose health information through your Applications.

6. Confidentiality

6.1 Confidential Information

"Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement, including business plans, technical data, product roadmaps, and pricing information. Confidential Information does not include information that is publicly available, independently developed, or rightfully received from a third party without restriction.

6.2 Obligations

Each party will protect the other's Confidential Information using the same degree of care it uses for its own confidential information, but no less than reasonable care. Neither party will disclose the other's Confidential Information except to employees or contractors who need access and are bound by confidentiality obligations at least as protective as these.

6.3 Required Disclosures

A party may disclose Confidential Information if required by law, regulation, or court order, provided it gives the other party reasonable advance notice (where legally permitted) so the disclosing party may seek a protective order.

7. Warranties and Disclaimers

7.1 Mutual Warranties

Each party represents and warrants that it has the legal authority to enter into this Agreement.

7.2 VectorCare Warranty

VectorCare warrants that the Platform will be provided in a professional, workmanlike manner consistent with generally accepted industry standards.

7.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.2, THE PLATFORM AND ALL BUILDER TOOLS ARE PROVIDED "AS IS" AND "AS AVAILABLE." VECTORCARE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. VECTORCARE DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT AI-GENERATED OUTPUTS WILL BE ACCURATE OR SUITABLE FOR ANY PURPOSE.

8. Limitation of Liability

8.1 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VECTORCARE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO VECTORCARE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) FIFTY DOLLARS ($50).

8.2 Exclusion of Damages

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, REGARDLESS OF THE CAUSE OF ACTION OR THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.3 Statute of Limitations

Any claim arising out of or related to this Agreement must be brought within one (1) year after the cause of action accrues.

8.4 Essential Basis

The limitations in this Section 8 reflect the allocation of risk between the parties and are an essential basis of the bargain.

9. Indemnification

9.1 VectorCare Indemnification

VectorCare will defend you against any third-party claim that the Platform infringes a valid U.S. patent, copyright, or trademark, and will pay any resulting damages or settlement amounts, provided you give prompt notice, cooperate with the defense, and allow VectorCare sole control of the defense and settlement.

9.2 Customer Indemnification

You will defend VectorCare against any third-party claim arising from (a) your Customer Content, (b) your use of the Platform in violation of this Agreement, or (c) your Applications, including any claim that an Application causes harm when deployed. You will pay any resulting damages or settlement amounts.

10. Term and Termination

10.1 Term

This Agreement begins when you create an account and continues until terminated by either party.

10.2 Termination for Convenience

Either party may terminate this Agreement at any time by providing thirty (30) days' written notice to the other party.

10.3 Termination for Cause

Either party may terminate this Agreement immediately if the other party materially breaches and fails to cure within thirty (30) days of written notice.

10.4 Effect of Termination

Upon termination, your right to access the Platform ceases immediately. You may request export of your Customer Content for thirty (30) days following termination. After that period, VectorCare may delete your Customer Content. Sections 4, 6, 7, 8, 9, and 13 survive termination.

11. Publicity

You grant VectorCare a limited license to use your company name and logo on our website and marketing materials to identify you as a Platform user. Either party may request removal of such use with thirty (30) days' written notice.

12. Review and Deployment Process

12.1 Submission for Review

When you submit an Application for Review, VectorCare will evaluate the configuration for technical completeness, FHIR compliance, and readiness for Deployment. Submission does not guarantee approval.

12.2 No Obligation to Deploy

VectorCare reserves the right to decline Deployment of any Application for any reason, including technical deficiencies, security concerns, or regulatory risk.

12.3 Deployment Agreement

Approved Applications require a separate Deployment Agreement before installation in any production environment. The Deployment Agreement will cover pricing, service levels, support terms, and any applicable BAA.

13. General Provisions

13.1 Governing Law

This Agreement is governed by the laws of the State of California, without regard to conflict of laws principles. Any dispute arising under this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California.

13.2 Dispute Resolution

Before filing any legal action, each party will attempt in good faith to resolve disputes through escalation to designated executive contacts.

13.3 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship.

13.4 Assignment

You may not assign this Agreement without VectorCare's prior written consent. VectorCare may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

13.5 Entire Agreement

This Agreement, together with any Deployment Agreement and BAA, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and agreements relating to the subject matter.

13.6 Amendments

VectorCare may update this Agreement by posting a revised version at vectorcare.dev/terms. Material changes will be communicated via email to the address associated with your account at least thirty (30) days before they take effect. Your continued use of the Platform after the effective date constitutes acceptance.

13.7 Severability

If any provision of this Agreement is found unenforceable, the remaining provisions will continue in full force and effect.

13.8 Waiver

Failure to enforce any right under this Agreement does not constitute a waiver of that right.

13.9 Notices

Notices to VectorCare should be sent to:

VectorCare, Inc.
Attn: Legal
28 Liberty Ship Way, Suite 2812
Sausalito, CA 94965
Email: legal@vectorcare.com

Contact

Questions about these Terms? Email us at support@vectorcare.com.