1. Introduction

Welcome to EveryDose Provider. These Terms of Use (“Terms”) are intended to help you understand your responsibilities and the features of the EveryDose Provider web application (available at https://provider.everydose.ai) and EHR (Electronic Health Records) integrated applications. Access to and use of EveryDose Provider signifies your acceptance of these Terms and your agreement to use the Services responsibly in your role as a healthcare provider. If you do not agree to all of these Terms, you have no right to access or use the EveryDose Services.

2. Services Description

EveryDose, Inc. (“EveryDose”, “We”, or the “Company”) provides an online service to help patients and healthcare providers organize, track and manage information related to medications, health, and overall care. EveryDose Provider (the “Services”) is a digital health platform designed exclusively for use by healthcare providers. The Services facilitate the monitoring and management of patients’ medications and adherence data through a web application and an EHR-integrated application. Features include, but are not limited to: monitoring of patients’ self-reported medication adherence data, and access to patient and provider education resources, including medication lists, schedules, information leaflets and drug interaction lists. 

EveryDose Provider is closely integrated with the EveryDose mobile application (the “Mobile App”), which is made available to patients. Healthcare providers may invite their patients to download and use the Mobile App to track medication schedules, log health data, and receive reminders, among other features.

Medication information displayed or managed through EveryDose Provider may be sourced from a patient’s Electronic Health Record (“EHR”), entered or modified by Authorized Users within EveryDose Provider, and/or provided by patients through the Mobile App. Such information may not always be accurate, complete, or current.

3. User Certifications and Responsibilities

By using EveryDose Provider, you represent and certify that you are an individual authorized by the applicable customer organization (i.e., the healthcare provider, health system, pharmacy, or other entity that has entered into a valid and active Customer Agreement with EveryDose, the “Customer Organization”) to access and use EveryDose Provider on its behalf pursuant to such Customer Agreement (each, an “Authorized User”).

Authorized Users access and use EveryDose Provider solely in their capacity as representatives of the applicable Customer Organization, and not in any individual, personal, or consumer capacity.

Each Authorized User further represents and certifies that they: 

1. are acting within the scope of their professional role and authorization granted by the Customer Organization to access and use EveryDose Provider. 
2. will adhere to applicable medical, legal, and ethical standards while using EveryDose Provider.
3. will maintain the confidentiality and security of login information and patient data related to EveryDose Provider.
4. will ensure that all patient interactions and data handling comply with HIPAA and other applicable privacy laws.
5. will secure patient consent where necessary before accessing or managing patient data through EveryDose Provider and will engage in clear, transparent communication with patients about how their data will be used and managed within the platform.
6. will refrain from using EveryDose Provider for any purpose that is outside the scope of their professional practice or that violates these Terms.
7. will promptly report any misuse of EveryDose Provider or data breaches that you become aware of to ensure quick resolution and mitigation of potential harm.

Failure to meet any of these certifications constitutes grounds for immediate prohibition of your use of EveryDose Provider. If at any point it is determined that you do not meet these conditions, you must cease all use of EveryDose Provider immediately, and your access to the Services may be terminated. This measure is crucial to maintaining the safety, integrity, and legal compliance of EveryDose Provider and its users.

4. EveryDose Does Not Provide Medical Advice

EveryDose does not provide medical or pharmaceutical advice. We are not health care providers, and our Services are not intended to replace healthcare providers or pharmacists.

The Services are not intended for the diagnosis of disease or other conditions, or the cure, mitigation, treatment, or prevention of disease, or intended to affect the structure or any function of the body. The Services do not provide patient-specific diagnosis or treatment recommendations and are not intended to replace the judgement of clinical personnel or to perform any clinical assessment. 

5. EveryDose Is Not for Clinical Decision-Making

1. Informational Use Only. EveryDose Provider is designed to support healthcare providers by offering a convenient way to access and monitor patients’ self-reported medication adherence data. However, it is crucial to understand that EveryDose Provider is intended strictly for informational purposes and should not be used as a basis for making medical or clinical decisions. 
2. Accuracy and Completeness. While we strive to ensure the accuracy and timeliness of the data presented in EveryDose Provider, the information may not always reflect the most current health events or may include data inaccuracies. Data displayed in EveryDose Provider may be subject to delays, errors, or omissions. As such, healthcare providers must: i) independently verify the accuracy and completeness of the information provided through EveryDose Provider, ii) not rely on EveryDose Provider for critical patient data or decisions regarding patient care, and iii) use EveryDose Provider as one of multiple tools available for monitoring patient information, complementing rather than replacing traditional clinical judgment and practices.
3. No Replacement for Professional Judgment. The use of EveryDose Provider does not replace professional medical advice, diagnosis, or treatment. Healthcare providers are responsible for exercising their professional judgment in evaluating any content provided by EveryDose Provider. Dependence on any information appearing on EveryDose Provider, including but not limited to patient data and compliance metrics, is at the Authorized User’s own risk and discretion.
4. Risk Acknowledgment. Authorized Users acknowledge that there are risks associated with relying solely on the informational content provided by EveryDose Provider for clinical decision-making. These risks include but are not limited to the possibility of data inaccuracy and misinterpretation of data which can lead to inappropriate medical decisions. 

6. Understanding and Communicating Patient Terms of Use and Disclosures 

As an Authorized User of EveryDose Provider, you are required to familiarize yourself with and understand the Terms of Use of the Mobile App (the “App Terms”), which your patients will be subject to upon invitation. The App Terms are available at https://www.everydose.ai/terms-app. It is particularly important to grasp the responsibilities placed on patients regarding their health information, which include but are not limited to: 

1. Patient Responsibility. The App Terms state that patients are solely responsible for reviewing and understanding all medication and health information. The Services’ reminders, notifications, and content are intended as supplementary aids, may not be accurate, and should not be relied upon as the sole source of health information or as a substitute for professional medical advice, diagnosis, or treatment. 
2. Verification of Information. Patients must independently verify the accuracy and relevance of the information provided in relation to their personal health circumstances. The app’s content may not always be accurate and should be double-checked for correctness and applicability to the individual’s situation.
3. Risk Acknowledgment. Patients are informed that reliance on any information provided by EveryDose, whether directly or indirectly, is solely at their own risk.

Before inviting any patient to use the Mobile App, confirm that you have read and understood the entire App Terms. You should also effectively communicate these disclaimers and the scope of responsibilities to your patients to ensure they are fully aware of the limitations and their role in managing their health information using the app.

7. Electronic Health Record (EHR) Data 

EveryDose Provider may integrate with Electronic Health Record (“EHR”) systems and display or process data made available through such systems. EHR data is sourced from third-party systems that are outside of EveryDose’s control and may be incomplete, inaccurate, delayed, or otherwise inconsistent with a patient’s current clinical status.

EveryDose does not originate, create, or modify EHR data and does not control the content, accuracy, completeness, timeliness, or reliability of such data. Accordingly, EveryDose makes no representations or warranties regarding EHR data displayed or processed through EveryDose Provider.

 Authorized Users acknowledge and agree that EHR data made available through EveryDose Provider is provided for informational and workflow-support purposes only. Authorized Users remain solely responsible for verifying the accuracy and completeness of EHR data and for exercising independent professional judgment before relying on such data in connection with patient care or clinical decision-making.

Authorized Users further acknowledge that EHR data displayed or managed within EveryDose Provider may be shared with or presented to patients through patient-facing Services, including, but not limited to, the Mobile App and printed medication education materials, where enabled by the Customer Organization. Authorized Users are responsible for reviewing and confirming the appropriateness and accuracy of such data before it is shared with patients through these patient-facing features.

8. Protected Health Information (PHI) 

To the extent that any Protected Health Information (“PHI”), as defined under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), is accessed, entered, transmitted, stored, or otherwise processed through EveryDose Provider by or on behalf of an Authorized User, such PHI is governed exclusively by the applicable Business Associate Agreement (“BAA”) and the underlying master services, license, or other customer agreement (collectively, the “Customer Agreement”) entered into between EveryDose and the Customer Organization.

These Terms govern only Authorized Users’ access to and use of EveryDose Provider and do not modify, supersede, or expand the obligations of either party with respect to PHI as set forth in the BAA or Customer Agreement. In the event of any conflict between these Terms and the BAA or Customer Agreement with respect to PHI, the BAA or Customer Agreement shall control.

9. Prohibited Uses

Use of EveryDose Provider is strictly limited to Authorized Users. Any access to or use of EveryDose Provider by an individual who is not an Authorized User is unauthorized and prohibited. Authorized Users are strictly prohibited from: 

1.  Introducing malicious software, viruses, or any other harmful code that may damage, interfere with, surreptitiously intercept, or expropriate any system, data, or personal information.
2. Attempting to gain unauthorized access to the servers or networks connected to EveryDose Provider or to breach any security or authentication measures
3. Copying, modifying, distributing, selling, or leasing any part of EveryDose Provider, nor may they reverse engineer or attempt to extract the source code of the software, except as laws prohibit these restrictions.
4. Using EveryDose Provider to create, assist, or develop competing products or services. This includes using insights, data, functions, or graphical interfaces of EveryDose Provider in any manner that competes with the business of EveryDose.
5. Engaging in any activity that is illegal or encourages criminal conduct. This includes, but is not limited to, fraud, invasion of privacy, data theft, and distribution of illegal substances or information. 

10. Access Restrictions

Authorized Users must be designated by their employer or the contracting entity as authorized to access and use the Services under a Customer Organization that maintains an active and valid contract with EveryDose.

Any access to or use of EveryDose Provider by an individual who is not an Authorized User is unauthorized and prohibited and may result in suspension or termination of access. 

Use of EveryDose Provider must comply with all terms and conditions set forth in the applicable Customer Agreement. This includes adherence to any limitations on use, data privacy obligations, and user conduct requirements specified therein.

Authorized Users access EveryDose Provider solely on behalf of, and subject to the controls of, the Customer Organization, and all use of the Services is governed by the applicable Customer Agreement.

EveryDose may monitor use of EveryDose Provider, including access and activity, for purposes of maintaining security, ensuring compliance with these Terms and the applicable Customer Agreement, and supporting operational integrity. Such monitoring will be conducted in accordance with the applicable Customer Agreement and, where applicable, the Business Associate Agreement.

11. Disclaimer

THE COMPANY MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING SPECIFICALLY, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EXCEPT AS EXPRESSLY SET FORTH IN THE APPLICABLE CUSTOMER AGREEMENT. 

EVERYDOSE MAKES NO WARRANTY THAT ITS SERVICES OR CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN ERROR-FREE BASIS, SUBJECT TO ANY SERVICE AVAILABILITY OR UPTIME COMMITMENTS EXPRESSLY SET FORTH IN THE APPLICABLE CUSTOMER AGREEMENT. EVERYDOSE MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SERVICES OR EVERYDOSE CONTENT AVAILABLE FROM OR OBTAINED THROUGH THE EVERYDOSE SERVICES OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY EVERYDOSE CONTENT OR PROFILE CONTENT OBTAINED THROUGH THE EVERYDOSE SERVICES.

12. Data Privacy

Use of EveryDose Provider is subject to the applicable Customer Agreement, including any Business Associate Agreement governing the handling of Protected Health Information. 

13. Intellectual Property 

All rights in EveryDose Provider, including software, documentation, and content, are owned by EveryDose. These Terms do not grant you any rights to use the intellectual property except as expressly permitted by EveryDose. 

14. Account Management

Your account may be suspended or terminated if you violate these Terms or engage in activities that compromise the security or functionality of the Services. 

15. Limitation of Liability

Any limitations of liability, exclusions of damages, indemnification obligations, and remedies applicable to EveryDose Provider are governed exclusively by the applicable Customer Agreement entered into between EveryDose and the Customer Organization. Nothing in these Terms is intended to create liability obligations that are inconsistent with, or in addition to, those set forth in the applicable Customer Agreement. For clarity, these Terms do not create any independent liability obligations between EveryDose and Authorized Users outside of those set forth in the applicable Customer Agreement.

16. Governing Law and Venue

These Terms shall be governed by and construed in accordance with the laws specified in the applicable Customer Agreement, without regard to conflict-of-laws principles.

17. Miscellaneous

These Terms may not be assigned by an Authorized User. Any waiver of these Terms must be in writing. If any provision of these Terms is held to be unenforceable, the remaining provisions shall remain in full force and effect. These Terms, together with the applicable Customer Agreement, constitute the entire agreement governing Authorized Users’ access to and use of EveryDose Provider.

18. Contact Information

 For any questions or concerns regarding these Terms or EveryDose Provider, please reach out to us at clientsupport@everydose.ai. 

19. Changes to Terms 

EveryDose may update these Terms from time to time to reflect changes to the Services or applicable legal requirements. These Terms, as updated, will become effective upon posting or as otherwise specified by EveryDose. Continued access to or use of EveryDose Provider following the effective date of any updated Terms constitutes acceptance of the updated Terms.