Terms and Conditions

1. Agreement Overview

These Terms and Conditions ("Terms") constitute a legally binding agreement between the healthcare organization or authorized representative ("Customer," "you," or "your") and Linear Health, Inc. ("Linear Health," "we," "us," or "our") governing access to and use of our AI-powered referral coordination platform and related services (collectively, the "Services").

By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms.

These Terms should be read together with:

• Our Privacy Policy
• Our Business Associate Agreement (BAA), if applicable
• Your Service Agreement or Order Form
• Our SMS Messaging Policy
• Our Acceptable Use Policy

In the event of conflict between these documents, the order of precedence is: (1) BAA, (2) Service Agreement, (3) these Terms.

2. Description of Services

Platform Overview

Linear Health provides an AI-powered operational platform for healthcare organizations, including:

Core Capabilities:

• Referral coordination automation (inbound and outbound referral management, patient outreach, loop closure)
• Care gap closure (proactive identification and outreach for preventive care opportunities)
• Prior authorization automation (AI-assisted authorization submission and tracking)
• Scheduling automation (intelligent appointment booking, waitlist management, schedule optimization)
• Revenue cycle management (eligibility verification, charge entry, claims management, payment posting)
• Custom workflow automation and orchestration
• EHR integration (Athena, Cerner, eClinicalWorks, NextGen, Healthie, and others)
• Analytics, reporting, and operational dashboards
• FHIR-based data exchange and interoperability
• Multi-channel patient communication (SMS, email, voice AI)

Deployment Model

Linear Health operates a single-tenant deployment model:

• Each Customer receives dedicated infrastructure (databases, compute resources, network isolation)
• Customer data is never commingled with other customers
• Custom workflow configuration per Customer operational requirements
• Deployment within Customer-specified parameters (e.g., regional preferences, retention policies)

What Our Services Are Not

Our Services are administrative and operational tools. They are not:

• Medical devices requiring FDA clearance
• Clinical decision support systems for diagnosis or treatment
• A substitute for professional medical judgment
• A replacement for licensed healthcare practitioners

3. Eligibility and Authorization

Organizational Eligibility

The Services are intended for use by:

• Healthcare providers (physicians, practices, clinics, health systems)
• Federally Qualified Health Centers (FQHCs) and Community Health Centers (CHCs)
• Behavioral health organizations
• Specialty practices and ambulatory care centers
• Healthcare management companies and private equity portfolio companies

Individual Authorization

By accepting these Terms, you represent and warrant that:

• You are at least 18 years of age
• You have the legal authority to bind your organization to these Terms
• You are authorized by your organization to access and use the Services
• Your use of the Services complies with all applicable laws and regulations

4. Account Registration and Security

Account Setup

To access the Services, you must:

• Complete our customer onboarding process
• Provide accurate organization and contact information
• Designate authorized administrators who may manage users and settings
• Configure EHR integration credentials (where applicable)

Account Security

You are responsible for:

• Maintaining the confidentiality of all login credentials
• Ensuring that only authorized personnel access your account
• Using multi-factor authentication (MFA) when provided
• Promptly notifying us of any unauthorized access or security incidents
• Managing user access permissions appropriately

Administrative Controls

Customer administrators may:

• Add, modify, or remove user accounts
• Configure workflow settings and agent parameters
• Access audit logs and usage reports
• Manage integration connections

Linear Health is not responsible for actions taken by users you authorize or for unauthorized access resulting from your failure to protect credentials.

5. Healthcare Provider Customer Obligations

HIPAA Compliance

If you are a Covered Entity or Business Associate under HIPAA:

Business Associate Agreement: You must execute our Business Associate Agreement (BAA) before we process any Protected Health Information (PHI) on your behalf. No PHI should be transmitted to our platform until a BAA is in place.

Your Responsibilities as Covered Entity:

• Obtain all necessary patient authorizations and consents as required by HIPAA and state law
• Ensure your Notice of Privacy Practices accurately describes use of third-party vendors
• Maintain minimum necessary policies for PHI disclosed to us
• Report any security incidents or breaches to us promptly
• Ensure workforce members are trained on appropriate use of the Services

Patient Communication Consent

You acknowledge and agree that:

• You are responsible for obtaining appropriate patient consent for communications sent through our platform
• Consent must comply with HIPAA, TCPA, state telehealth laws, and other applicable regulations
• You will maintain records of patient consent and honor opt-out requests
• You will configure communication preferences to comply with applicable law

Data Accuracy

You are responsible for:

• The accuracy of patient demographic and contact information provided to us
• Ensuring EHR data synchronized with our platform is current and correct
• Reviewing and validating AI-generated outputs where clinically or operationally appropriate
• Correcting errors identified in patient records or communications

Regulatory Compliance

You agree to use the Services in compliance with:

• HIPAA Privacy, Security, and Breach Notification Rules
• State health privacy laws (including more restrictive state requirements)
• TCPA and FCC regulations for telecommunications
• CMS Conditions of Participation (where applicable)
• State medical board regulations
• Applicable payer and network requirements

6. Acceptable Use Policy

Permitted Uses

You may use the Services to:

• Coordinate patient referrals and care transitions
• Automate appointment scheduling and patient outreach
• Close care gaps and support preventive care initiatives
• Streamline prior authorization workflows
• Generate operational reports and analytics
• Communicate with patients regarding their healthcare

Prohibited Uses

You agree NOT to use the Services to:

• Violate any applicable law, regulation, or third-party rights
• Transmit spam, unsolicited communications, or messages unrelated to healthcare
• Circumvent TCPA consent requirements or send unauthorized marketing
• Process information for individuals who have not consented to receive communications
• Interfere with or disrupt the Services or related infrastructure
• Attempt to gain unauthorized access to any systems or data
• Reverse engineer, decompile, or disassemble any part of the Services
• Use the Services for clinical decision-making without appropriate professional oversight
• Misrepresent AI communications as human without proper disclosure
• Share login credentials or allow unauthorized access to your account
• Use the Services in any manner that could harm patients or the public
• Transmit viruses, malware, or other harmful code

Enforcement

Violation of this Acceptable Use Policy may result in:

• Suspension or termination of access
• Removal of non-compliant content or communications
• Cooperation with law enforcement if required
• Pursuit of legal remedies

7. AI-Specific Terms and Disclosures

Nature of AI Services

Our platform uses artificial intelligence and machine learning technologies. You acknowledge that:

AI Capabilities and Limitations:

• AI agents automate administrative and coordination tasks
• AI may occasionally produce errors, inaccuracies, or unexpected outputs
• AI does not replace clinical judgment or professional decision-making
• Human oversight is recommended for complex or sensitive situations

No Clinical Decision-Making:

• Our AI agents do not diagnose conditions, recommend treatments, or make clinical decisions
• Information generated by AI is for administrative and coordination purposes only
• Healthcare providers retain full responsibility for clinical care

AI Model Information

Model Providers:

• We use commercially available LLMs accessed through Amazon Bedrock (Anthropic Claude and other models) and Amazon SageMaker
• Voice AI synthesis powered by ElevenLabs
• All AI processing occurs within HIPAA-eligible AWS infrastructure
• We do not use unvetted open-source models on uncontrolled infrastructure

Data and Training:

• Customer PHI is not used to train third-party foundation models
• We may use de-identified, aggregated data to improve workflow-specific models
• Customer data is processed within your dedicated environment and not shared across customers
• AI model updates are tested before deployment and can be rolled back if issues arise

Voice AI Disclosure Requirements

When using our Voice AI services (patient outreach, front desk automation):

• Patients will be informed they are interacting with an AI assistant
• Call recording disclosures will be provided as required by state law
• Human escalation options are available for complex patient needs
• You may configure additional disclosure language based on organizational policy

AI Output Responsibility

You acknowledge that:

• You are responsible for reviewing AI-generated communications before sending (where your workflow requires such review)
• Automated communications sent on your behalf are your responsibility
• We are not liable for decisions made based on AI outputs
• Clinical outcomes resulting from administrative coordination are your responsibility

8. SMS, Voice, and Email Communication Terms

Telecommunications Compliance

Our platform is designed to support compliance with applicable telecommunications regulations:

TCPA Compliance:

• Healthcare exemption parameters: Up to 3 contacts per week per patient
• Automatic opt-out handling via STOP keyword
• Consent tracking and management tools
• Do Not Call list integration available

A2P 10DLC Registration:

• We register all SMS campaigns through The Campaign Registry (TCR)
• Customer-specific campaign registration included in onboarding
• Dedicated short codes available for high-volume customers

CAN-SPAM Compliance:

• Accurate sender identification
• Functional unsubscribe mechanisms
• Compliant email formatting and headers

Customer Telecommunications Responsibilities

You are responsible for:

• Obtaining and documenting patient consent for communications
• Configuring appropriate message frequency within legal limits
• Ensuring message content complies with healthcare regulations
• Honoring patient opt-out requests
• Maintaining records sufficient to demonstrate consent

Message Delivery

We strive for reliable message delivery but do not guarantee:

• Delivery of all messages (carrier filtering, invalid numbers, network issues may affect delivery)
• Specific delivery times
• Availability of all carriers or networks

9. EHR Integration Terms

Integration Scope

We offer integrations with:

• Athena Health (Marketplace Partner)
• Cerner (Oracle Health)
• eClinicalWorks
• NextGen Healthcare
• Healthie
• Other EHRs via HL7, FHIR, or custom API

Integration Responsibilities

Linear Health will:

• Configure and maintain integrations according to EHR vendor requirements
• Process data bidirectionally as configured by Customer
• Monitor integration health and alert Customer to issues
• Update integrations as EHR vendors release new versions (within reasonable timeframes)

Customer will:

• Provide necessary EHR credentials and API access
• Maintain valid EHR subscriptions and API licenses
• Notify us of EHR system changes that may affect integration
• Ensure EHR data quality and completeness
• Comply with EHR vendor terms of service

Data Synchronization

• Data synchronization frequency is configurable per Customer
• Near-real-time sync available for supported EHRs
• Customer is responsible for resolving data conflicts between systems
• We are not responsible for data issues originating in Customer EHR systems

10. Intellectual Property

Linear Health Ownership

We retain all rights, title, and interest in and to:

• The Services, including all software, algorithms, and underlying technology
• Our trademarks, including "Linear Health"
• Documentation, training materials, and related content
• Improvements, modifications, and derivative works of the Services
• Aggregated, anonymized, or de-identified data derived from use of the Services

Customer Data Ownership

You retain all rights, title, and interest in:

• Data you upload to or create through the Services ("Customer Data")
• Your organization's confidential information
• Patient information processed on your behalf

License Grants

To Customer: Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services during your subscription term for your internal healthcare operations.

To Linear Health: You grant us a limited license to use, process, and store Customer Data solely as necessary to provide the Services, and to use aggregated/de-identified data to improve our Services.

Feedback

If you provide suggestions, ideas, or feedback about the Services, you grant us a perpetual, irrevocable, royalty-free license to use and incorporate such feedback without obligation to you.

11. Fees and Payment

Fee Structure

Fees for the Services are specified in your Service Agreement or Order Form. Our pricing may include:

• Implementation and onboarding fees
• Monthly or annual subscription fees
• Per-transaction or usage-based fees
• EHR integration fees
• Professional services fees

Payment Terms

Unless otherwise specified:

• Fees are quoted in US dollars
• Payment is due within thirty (30) days of invoice date
• Late payments accrue interest at 1.5% per month (or the maximum legal rate, if lower)
• Fees are non-refundable except as expressly stated in your Service Agreement

Fee Adjustments

• We may adjust fees upon sixty (60) days' written notice prior to your renewal period
• Fee changes do not affect the current subscription term
• You may terminate without penalty if you reject fee increases (with notice before renewal)

Taxes

Fees do not include applicable taxes. You are responsible for all sales, use, VAT, and other taxes, excluding taxes based on Linear Health's net income.

12. Term and Termination

Term

These Terms are effective upon your acceptance and continue until terminated. Subscription terms are specified in your Service Agreement.

Termination for Convenience

By Customer: You may terminate your subscription at the end of your current term by providing written notice at least thirty (30) days before renewal. Early termination may result in forfeiture of prepaid fees unless otherwise specified in your Service Agreement.

By Linear Health: We may terminate or elect not to renew upon sixty (60) days' written notice.

Termination for Cause

Either party may terminate immediately upon written notice if the other party:

• Materially breaches these Terms and fails to cure within thirty (30) days of notice
• Becomes insolvent, files for bankruptcy, or ceases operations
• Violates applicable law in connection with the Services

We may suspend or terminate immediately if you:

• Fail to pay fees when due (after 15-day cure period)
• Violate our Acceptable Use Policy
• Pose a security risk to our platform or other customers
• Are required to be terminated by law or regulation

Effect of Termination

Upon termination:

• Your access to the Services will cease
• We will provide data export assistance for thirty (30) days following termination
• Customer Data will be deleted within sixty (60) days of termination, unless retention is required by law or the BAA
• Provisions that by their nature should survive will survive, including intellectual property, confidentiality, limitation of liability, indemnification, and dispute resolution

13. Confidentiality

Definition

"Confidential Information" means any non-public information disclosed by one party to the other, whether oral, written, or electronic, that is designated as confidential or that a reasonable person would understand to be confidential. Confidential Information includes:

• Customer Data and PHI
• Business plans, pricing, and financial information
• Technical specifications and system architecture
• Security assessments and audit reports

Obligations

The receiving party agrees to:

• Protect Confidential Information using reasonable security measures (at least as protective as those used for its own confidential information)
• Use Confidential Information only for purposes of performing under these Terms
• Not disclose Confidential Information to third parties except as permitted by these Terms
• Limit access to Confidential Information to personnel with a need to know

Exceptions

Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the receiving party
• Was rightfully known to the receiving party before disclosure
• Is rightfully obtained from a third party without confidentiality restriction
• Is independently developed without use of the Confidential Information
• Is required to be disclosed by law (with notice to the disclosing party where permitted)

Duration

Confidentiality obligations continue for three (3) years following termination, except for PHI, which is protected indefinitely as required by HIPAA.

14. Warranties and Disclaimers

Linear Health Warranties

We warrant that:

• The Services will perform materially in accordance with applicable documentation
• We will provide the Services in a professional and workmanlike manner
• We maintain appropriate security measures as described in our Privacy Policy
• We will comply with our obligations under the BAA

Warranty Remedies

If the Services fail to conform to the above warranties, your exclusive remedy is for us to use commercially reasonable efforts to correct the non-conformance. If we cannot correct the non-conformance within a reasonable time, you may terminate and receive a pro-rata refund of prepaid fees.

Disclaimers

EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:

• IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
• WARRANTIES OF TITLE OR NON-INFRINGEMENT
• WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE
• WARRANTIES REGARDING AI ACCURACY, COMPLETENESS, OR APPROPRIATENESS

WE DO NOT WARRANT THAT:

• AI outputs will be accurate or error-free
• The Services will meet your specific requirements beyond documented functionality
• All messages will be delivered successfully
• EHR integrations will function without interruption

Healthcare Disclaimer

THE SERVICES ARE NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL JUDGMENT. HEALTHCARE PROVIDERS ARE SOLELY RESPONSIBLE FOR CLINICAL DECISIONS AND PATIENT CARE. LINEAR HEALTH IS NOT A HEALTHCARE PROVIDER AND DOES NOT PROVIDE MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT.

15. Limitation of Liability

Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, goodwill, or anticipated savings
• Cost of procurement of substitute services
• Damages arising from matters beyond the liable party's reasonable control

THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Cap on Liability

EXCEPT AS PROVIDED BELOW, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE GREATER OF:

• The fees paid by Customer to Linear Health during the twelve (12) months immediately preceding the event giving rise to liability; or
• Fifty thousand dollars ($50,000)

Exceptions to Limitations

The limitations in this section do not apply to:

• Either party's indemnification obligations
• Customer's payment obligations
• Liability arising from gross negligence or willful misconduct
• Liability arising from breach of confidentiality obligations
• Linear Health's liability for breach of the BAA (subject to BAA terms)
• Liability that cannot be limited by applicable law

Allocation of Risk

The limitations and exclusions in this section reflect the allocation of risk between the parties and are a fundamental basis of the bargain. The Services would not be provided without these limitations.

16. Indemnification

Customer Indemnification

You agree to indemnify, defend, and hold harmless Linear Health and its officers, directors, employees, and agents from any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your use of the Services in violation of these Terms
• Your violation of applicable law or third-party rights
• Your failure to obtain required patient consents
• Customer Data that infringes third-party intellectual property rights
• Your negligence or willful misconduct

Linear Health Indemnification

We will indemnify and defend you against third-party claims alleging that the Services (as provided by us) infringe a valid US patent, copyright, or trademark, and will pay damages finally awarded by a court or agreed to in settlement, provided that you:

• Promptly notify us of the claim in writing
• Give us sole control of the defense and settlement
• Provide reasonable cooperation and assistance

Exclusions:

We have no obligation for claims arising from:

• Modifications to the Services not made by us
• Combination of the Services with other products or services
• Your failure to use updates that would have avoided infringement
• Use of the Services in violation of these Terms

Remedies: If the Services become subject to an infringement claim, we may, at our option: (a) obtain the right for you to continue using the Services; (b) modify the Services to be non-infringing; or (c) terminate the affected Services and provide a pro-rata refund.

17. Dispute Resolution

Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflict of law principles.

Informal Resolution

Before initiating formal dispute resolution, the parties agree to attempt to resolve disputes informally. Either party may initiate informal resolution by sending written notice describing the dispute. The parties will attempt to resolve the dispute through good-faith negotiation for at least thirty (30) days.

Arbitration

If informal resolution is unsuccessful, any dispute shall be resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures. The arbitration shall be:

• Conducted in Austin, Texas (or another mutually agreed location)
• Before a single arbitrator with healthcare technology experience
• Conducted in English
• Subject to confidentiality obligations

The arbitrator's decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction.

Class Action Waiver

EACH PARTY AGREES THAT DISPUTES SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT AS PART OF ANY CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

Exceptions

Notwithstanding the above:

• Either party may seek injunctive relief in any court of competent jurisdiction to protect intellectual property rights or prevent irreparable harm
• Claims within the jurisdiction of small claims court may be filed there
• Either party may seek emergency or provisional relief pending arbitration

Continued Performance

During any dispute, both parties will continue to perform their obligations under these Terms (except for payment obligations that are the subject of a good-faith dispute).

18. General Provisions

Entire Agreement

These Terms, together with the Privacy Policy, BAA, Service Agreement, and other documents incorporated by reference, constitute the entire agreement between the parties and supersede all prior agreements and understandings.

Amendment

We may modify these Terms by posting revised Terms on our website. Material changes will be communicated via email at least thirty (30) days before they become effective. Continued use after changes take effect constitutes acceptance.

Waiver

No waiver of any term shall be deemed a continuing waiver. Failure to enforce any provision does not waive the right to enforce it later.

Severability

If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary, and the remaining provisions shall continue in full force.

Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of substantially all assets. These Terms bind and benefit the parties' successors and permitted assigns.

Force Majeure

Neither party shall be liable for failure to perform due to causes beyond reasonable control, including natural disasters, war, terrorism, pandemics, labor disputes, government actions, or internet/telecommunications failures. This does not excuse payment obligations.

Notices

To Linear Health:

• Email: legal@linear.health
• Mail: Linear Health, Inc., 1606 Headway Circle, Austin, TX 78754, Attn: Legal Department

To Customer:

• Email to the administrative contact on file
• Mail to the address in your Service Agreement

Notice is effective upon receipt (for email) or three (3) business days after mailing (for postal mail).

Independent Contractors

The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.

No Third-Party Beneficiaries

These Terms do not create rights for any third party except as expressly stated (e.g., indemnified parties).

Export Compliance

You agree to comply with all applicable export laws and regulations. The Services may not be exported or used in violation of US export controls.

Government Users

If you are a US government entity, the Services are provided as "commercial computer software" and "commercial computer software documentation" as defined in applicable regulations.

19. Contact Information

General Inquiries

Email: support@linear.health
Phone: (512) 952-8899

Legal and Contract Matters

Email: legal@linear.health

Privacy and Compliance

Email: privacy@linear.health
Email: compliance@linear.health

Security

Email: security@linear.health

Mailing Address

Linear Health, Inc.
1606 Headway Circle
Austin, TX 78754

20. Acknowledgment

By using the Services, you acknowledge that:

• You have read and understood these Terms
• You agree to be bound by these Terms
• You have the authority to bind your organization to these Terms
• You will comply with all applicable laws and regulations in your use of the Services