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Terms of Service

Draft — Pending Legal Review

These terms of service are a draft and have not yet been reviewed by legal counsel. They are not yet effective.

Effective Date: [To be determined]

Agreement to Terms​

These Terms of Service ("Terms") govern your access to and use of the Forthbridge OS platform, its applications, and associated websites operated by Forthbridge, LLC ("Forthbridge," "we," "us," or "our"). By accessing or using any Forthbridge service, you agree to be bound by these Terms.

If you are accepting these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and references to "you" refer to that organization.

Access to the Forthbridge OS platform may be provided directly by Forthbridge or through an authorized partner (e.g., Atticus Health). Regardless of how access is provisioned, these Terms apply to your use of the platform.

The Service​

Forthbridge OS is a healthcare platform providing clinical, operational, and administrative applications for healthcare organizations — including both Forthbridge-built and custom applications.

Access and Accounts​

Access to the Forthbridge OS platform is provisioned through your organization. Access levels are defined in the platform and documented in your onboarding materials.

You are responsible for:

  • Maintaining the confidentiality and security of your login credentials.
  • All activity that occurs under your account.
  • Notifying your organization's administrator promptly if you suspect unauthorized access.

Organizations are responsible for managing their users' access, including provisioning and deprovisioning accounts in a timely manner. Your organization is responsible and liable for all acts and omissions of its users (including providers, staff, and patients) as if they were the acts and omissions of the organization itself. This includes any user's violation of these Terms, misuse of the platform, or unauthorized disclosure of data accessed through the platform.

Customer Data​

Your organization retains ownership of all data it submits to the platform ("Customer Data"). By using the platform, your organization grants Forthbridge a limited, non-exclusive license to process Customer Data to: (a) operate the platform and provide the services described in your applicable service agreement; (b) improve, develop, and enhance the platform and Forthbridge's products and services; and (c) generate de-identified, aggregated, or anonymous data as described below.

Customer Data is logically isolated per organization at the application, database, and infrastructure layers. No other customer or unauthorized party can access your organization's data. All Customer Data is stored and processed in the United States. Forthbridge may create de-identified, aggregated, or anonymous data from Customer Data by removing all identifiable information (using HIPAA Safe Harbor or Expert Determination methods where PHI is involved). Once de-identified, such data is no longer Customer Data or PHI and may be used without restriction.

HIPAA and Protected Health Information​

Forthbridge will enter into a Business Associate Agreement (BAA) with your organization — or with an authorized partner on your behalf — before any Protected Health Information (PHI) is processed on the platform.

The handling of PHI is governed by the BAA and applicable HIPAA regulations, not these Terms. Where access is provided through an authorized partner, the BAA is between the authorized partner and Forthbridge, with the customer organization covered under that arrangement.

Service Levels and Support​

Platform availability, response times, and support tiers are as described in your applicable service agreement or order form.

No Practice of Medicine​

Forthbridge provides technology infrastructure — not medical advice, diagnosis, or treatment. AI-generated content within the platform (such as visit briefs and encounter notes) is assistive and requires clinical review before any clinical action is taken.

Healthcare organizations and their licensed providers remain solely responsible for all clinical decisions made using the platform.

Artificial Intelligence Features​

The Forthbridge OS platform includes artificial intelligence features designed to assist healthcare providers with clinical documentation and operational workflows. The following terms apply to all AI features:

Customer Data and Model Improvement. Forthbridge does not provide Customer Data, including PHI, to third-party AI providers for the purpose of training their general-purpose models. Forthbridge may use de-identified and aggregated data (as described in the Customer Data section above) to improve its own platform features and AI capabilities. Customer Data processed by AI features to generate outputs for your organization is not retained by third-party AI providers after processing.

Assistive Only — Human Review Required. AI features are assistive tools and do not replace professional clinical judgment. All AI-generated outputs may contain errors or inaccuracies. Your organization is responsible for ensuring that AI-generated outputs are reviewed by qualified personnel before being relied upon for clinical, operational, or administrative decisions.

Third-Party AI Services. Where Forthbridge uses third-party AI service providers, no PHI is shared with such providers unless a BAA is in place with the third-party provider.

Permitted Use​

You may:

  • Use the Forthbridge OS platform for your organization's internal healthcare operations, as authorized under your applicable service agreement.
  • Use Forthbridge documentation for evaluation and reference purposes.

Use Restrictions​

You agree not to:

  • Share your login credentials with any other person.
  • Reverse-engineer, decompile, or disassemble the platform or any of its components.
  • Use the platform or its data to develop or improve a competing product or service.
  • Transmit malware, viruses, or any code designed to disrupt or damage the platform.
  • Attempt to gain unauthorized access to any part of the platform, other accounts, or connected systems.
  • Scrape, bulk-download, or systematically extract data from the platform.
  • Exceed your authorized access level or use the platform on behalf of unauthorized third parties.
  • Use the platform for any purpose other than healthcare operations as contemplated by your service agreement.

Forthbridge reserves the right to suspend or terminate your access to the platform if you violate these Use Restrictions, in accordance with the Term and Termination section.

Intellectual Property​

Forthbridge OS, all applications, documentation, and related technology are the property of Forthbridge, LLC and are protected by intellectual property laws. "Forthbridge" and "Forthbridge OS" are trademarks of Forthbridge, LLC.

Your use of the platform grants you a limited, non-exclusive, non-transferable license to access and use the platform as authorized under your applicable service agreement. No license is granted to reproduce, distribute, modify, or create derivative works of the platform or documentation without prior written permission from Forthbridge.

Feedback​

If you provide Forthbridge with ideas, suggestions, feature requests, or other feedback regarding the platform ("Feedback"), you grant Forthbridge a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into the platform and Forthbridge's other products and services without obligation to you. Forthbridge has no obligation of confidentiality with respect to Feedback, and nothing in this section obligates Forthbridge to use any Feedback.

Privacy​

Your use of the platform is also governed by our Privacy Policy, which describes how we collect, use, and protect personal information.

Third-Party Services​

The platform integrates with third-party services — including electronic health record systems, laboratories, and pharmacies — through its integration engine. Forthbridge is not responsible for the availability, accuracy, or data handling practices of third-party services beyond what is covered by applicable BAAs.

Confidentiality​

Each party may disclose confidential business information to the other in connection with the platform and these Terms ("Confidential Information"). Confidential Information includes, without limitation, pricing, technical specifications, business plans, product roadmaps, clinical workflows, and any other information that is marked as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

The receiving party will: (a) use Confidential Information only as necessary to exercise its rights or perform its obligations under these Terms; (b) not disclose Confidential Information to any third party except to its employees, contractors, and advisors who need to know it and who are bound by confidentiality obligations at least as protective as this section; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party before disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is rightfully received from a third party without restriction on disclosure.

The receiving party may disclose Confidential Information if required by law, regulation, or court order, provided the receiving party gives the disclosing party prompt notice (to the extent legally permitted) and reasonable assistance in seeking a protective order.

PHI is governed by the BAA, not this section. To the extent there is a conflict between this section and the BAA with respect to PHI, the BAA controls.

This obligation survives termination of these Terms for a period of three (3) years, except that obligations with respect to trade secrets survive for as long as such information remains a trade secret under applicable law.

Fees and Payment​

Fees for access to the Forthbridge OS platform are set forth in the applicable service agreement or order form between your organization and Forthbridge (or between your organization and an authorized partner, as applicable). These Terms do not establish pricing or payment obligations.

Where access is provided through an authorized partner, your payment obligations are governed by your agreement with the authorized partner. Forthbridge is not a party to the commercial arrangement between you and your authorized partner and has no responsibility for billing, payment disputes, or refunds under that arrangement.

All fees are non-refundable except as expressly stated in the applicable service agreement or as required by law.

Limited Warranty​

Forthbridge warrants that the platform will substantially conform to the functionality described in the applicable service agreement and documentation during the term of your access. If the platform fails to conform to this warranty, you must notify Forthbridge in writing within thirty (30) days of discovering the nonconformity. Forthbridge will use commercially reasonable efforts to correct the nonconformity. This cure remedy is your sole and exclusive remedy for breach of this limited warranty.

Disclaimer of Warranties​

EXCEPT FOR THE LIMITED WARRANTY ABOVE, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." FORTHBRIDGE MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

FORTHBRIDGE DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. AI-GENERATED FEATURES ARE ASSISTIVE AND ARE NOT INTENDED AS A SUBSTITUTE FOR PROFESSIONAL CLINICAL JUDGMENT.

Limitation of Liability​

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FORTHBRIDGE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE PLATFORM.

FORTHBRIDGE'S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE TOTAL FEES PAID BY YOUR ORGANIZATION TO FORTHBRIDGE (OR TO THE AUTHORIZED PARTNER ON YOUR BEHALF FOR FORTHBRIDGE PLATFORM SERVICES) IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Nothing in these Terms limits Forthbridge's liability for willful misconduct, breach of the Business Associate Agreement, or breach of confidentiality obligations.

Indemnification​

Each party's indemnification obligations under this section are subject to the limitation of liability set forth above, except that the limitation of liability does not apply to indemnification obligations arising from a party's willful misconduct, breach of the BAA, or breach of confidentiality obligations.

By Forthbridge​

Forthbridge will indemnify, defend, and hold harmless your organization and its officers, directors, employees, and agents from and against any third-party claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from:

(a) Infringement or misappropriation of any third-party intellectual property right by the platform as provided by Forthbridge; and (b) Forthbridge's material breach of the Business Associate Agreement.

IP Indemnity Remedies. If the platform becomes, or in Forthbridge's reasonable opinion is likely to become, the subject of an infringement claim, Forthbridge may, at its option and expense: (i) obtain the right for you to continue using the platform; (ii) modify the platform to make it non-infringing without materially reducing functionality; or (iii) if neither (i) nor (ii) is commercially practicable, terminate your access to the affected portion of the platform and refund any prepaid fees for the remainder of the then-current term.

By Your Organization​

Your organization will indemnify, defend, and hold harmless Forthbridge and its officers, directors, employees, and agents from and against any third-party claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from:

(a) Your misuse of the platform in violation of these Terms; (b) Your organization's failure to comply with its obligations as a HIPAA Covered Entity or as otherwise required by applicable law; (c) Clinical decisions made by your organization's personnel using or based on AI-generated outputs or other automated outputs from the platform; and (d) Your organization's material breach of these Terms.

Term and Termination​

These Terms are effective for the duration of your access to the platform. Either party may terminate access in accordance with the applicable service agreement.

Upon termination:

  • Forthbridge will make Customer Data available for export for a reasonable period following termination, as specified in the applicable service agreement.
  • After the export period, Customer Data will be deleted in accordance with our retention policies.

The following provisions survive termination: Intellectual Property, Disclaimer of Warranties, Limitation of Liability, Indemnification, Dispute Resolution, and any other provisions that by their nature should survive.

Dispute Resolution​

Governing Law​

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

Informal Resolution​

Before initiating any formal dispute resolution proceeding, each party agrees to first attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms through good-faith negotiation. The party raising the dispute must provide written notice describing the dispute in reasonable detail. The parties will have thirty (30) days from receipt of such notice to attempt to resolve the dispute informally.

Binding Arbitration​

If the parties are unable to resolve a dispute through informal negotiation within the thirty (30) day period, either party may initiate binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration will be conducted by a single arbitrator and will take place in Houston, Texas, or by videoconference if mutually agreed by the parties. The arbitrator's decision will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

Each party will bear its own attorneys' fees and costs. The fees of the arbitrator and the AAA will be allocated in accordance with the AAA Commercial Arbitration Rules, and the arbitrator may reallocate such fees as part of the award. Where applicable law prohibits equal sharing of arbitration fees or where such sharing would be unconscionable, Forthbridge will bear the arbitration fees to the extent required.

Small Claims. Either party may bring an individual action in small claims court (or its equivalent) in lieu of arbitration, provided the claim falls within the court's jurisdictional limits.

Government Entities. If your organization is a federal, state, or local government entity that is prohibited by law from agreeing to binding arbitration, the arbitration provisions of this section do not apply. Disputes will instead be resolved in the state or federal courts located in Harris County, Texas, unless otherwise required by applicable law.

Equitable Relief​

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm arising from: (a) a breach or threatened breach involving PHI or the Business Associate Agreement; (b) infringement or misappropriation of intellectual property rights; or (c) a breach of confidentiality obligations. Seeking equitable relief does not waive the right to arbitrate the underlying dispute.

Class Action Waiver​

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL DISPUTES MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING.

Amendments​

Forthbridge may modify these Terms by providing at least thirty (30) days' advance written notice of material changes. Notice will be provided through the platform or to the email address associated with your organization's account. If you do not agree to the modified Terms, you may terminate your access within the notice period in accordance with the Term and Termination section. Non-material changes (such as typographical corrections or clarifications that do not alter rights or obligations) may be made without advance notice. Your continued use of the platform after the effective date of modified Terms constitutes acceptance of those modifications.

General Provisions​

  • Severability. If any provision of these Terms is found unenforceable, the remaining provisions remain in full force and effect.
  • Waiver. Failure to enforce any provision does not constitute a waiver of that provision.
  • Entire Agreement. These Terms, together with your applicable service agreement and BAA, constitute the entire agreement between you and Forthbridge regarding your use of the platform.
  • Assignment. Forthbridge may assign these Terms in connection with a merger, acquisition, or sale of assets, and will provide written notice of any such assignment. You may not assign these Terms without Forthbridge's prior written consent.
  • Force Majeure. Neither party is liable for failure to perform obligations (other than payment obligations) due to causes beyond its reasonable control, including natural disasters, pandemics, acts of government, war, terrorism, civil unrest, or internet or utility disruptions. The affected party must notify the other party promptly, describe the force majeure event, and use reasonable efforts to mitigate its impact.
  • Notices. Forthbridge may provide notices electronically through the platform or to the email address associated with your organization's account. Notices to Forthbridge must be sent to the address in the Contact section below.
  • Government Entities. If you are a government entity, certain provisions of these Terms (including arbitration, indemnification, limitation of liability, and governing law) may be modified to the extent required by applicable law. Government-specific terms, if applicable, will be set forth in the applicable service agreement.

Further Information​

For technical details on how Forthbridge implements the security, data isolation, and operational practices referenced in these Terms, see our documentation at docs.forthbridge.ai. The commitments in these Terms of Service are not expanded or modified by the content of our technical documentation.

Contact​

Forthbridge, LLC Email: legal@forthbridge.com 5718 Westheimer Rd Ste 1800 Houston, TX 77057

If you have questions about these Terms of Service, please contact us at the address above.