Terms of Service (Health-System Edition)
Last updated: June 13, 2025
IMPORTANT — READ CAREFULLY.
These Terms of Service (the “Terms”) form a binding contract between Fleet Health, Inc. (“Fleet Health,” “we,” “us,” or “our”) and the hospital, integrated-delivery network, or other HIPAA-covered entity that accepts them (“Health System,” “you,” or “your”).
You accept these Terms by (i) clicking “I Agree,” (ii) signing an order form or BAA that references them, or (iii) downloading, installing, or using the Fleet Health Data Portal (the “Portal”). If you are not authorized to bind your organization, or if you do not agree, do not access or use the Portal.
1.1 “BAA” — The Business Associate Agreement executed between Fleet Health and the Health System, governing HIPAA compliance.
1.2 “Core Services” — Extraction, de-identification, transformation, and preparation of data performed entirely within the Health System’s secured infrastructure.
1.3 “LLM-Assisted Services” — An optional feature that submits only de-identified natural-language queries (never raw PHI) to approved large-language-model providers (“LLM Providers”) for assisted SQL / cohort generation. Disabled by default; enabled solely by written amendment signed by both parties.
1.4 “Hospital Data” — All data—whether PHI, PII, or otherwise—maintained in the Health System’s environment and processed by the Portal.
1.5 “Output” — De-identified datasets, SQL, audit logs, or other artifacts the Portal generates for you.
1.6 “Fleet Materials” — The Portal, documentation, dashboards, code, analytics, and any other software or content provided by Fleet Health.
2.1 Covered-Entity Only. The Portal is licensed exclusively to Health Systems that (a) qualify as HIPAA Covered Entities or their Business Associates and (b) have executed a BAA with Fleet Health.
2.2 Four-Walls Deployment. Except for expressly enabled LLM-Assisted Services, all processing occurs within facilities, virtual private clouds, or subscriptions fully controlled by the Health System.
2.3 Permitted Users. Access is limited to your workforce members and contractors bound by confidentiality obligations at least as protective as these Terms.
3.1 Installation. You are responsible for deploying the Portal in your environment according to Fleet Health’s documentation.
3.2 Accounts. Users must authenticate through Health-System-managed SSO or a mutually approved identity provider. You are responsible for all activities that occur under your usernames and passwords.
3.3 Support. Fleet Health will provide reasonable remote support during business hours. On-site or custom services require a separate statement of work.
4.1.1 No External Transmission. Hospital Data and Output remain entirely within your environment; Fleet Health never copies or transmits PHI off-premises.
4.1.2 Local Logs. Audit logs are stored locally under your control. Retention and deletion schedules are your responsibility.
4.2.1 Explicit Enablement. The feature is disabled until (a) a written amendment authorizing it is executed and (b) an administrator enables it in the Portal UI.
4.2.2 Limited Payload. Only the de-identified text of the user’s query plus schema metadata (table and column names) are routed to the designated LLM Provider. No row-level or patient-level data is transmitted.
4.2.3 Approved Providers. Queries are sent solely to the LLM Provider(s) named in the amendment using encrypted transport. Replacement or addition of providers requires your prior written consent.
4.2.4 Retention by Fleet Health. Fleet Health may retain de-identified query texts for R&D unless you opt out in writing.
4.3.1 Program Standards. Fleet Health maintains an information-security program aligned with HIPAA Security Rule requirements, including encryption in transit (TLS 1.2+) and at rest (AES-256) for any hosted components.
4.3.2 Incident Notification. Fleet Health will notify you of any security incident involving your data as required by the BAA.
5.1 Portal License. Fleet Health grants you a non-exclusive, non-transferable, revocable license to install and use the Portal during the Term solely for your internal healthcare operations.
5.2 Hospital Data Ownership. As between the parties, Hospital Data and Output are your Confidential Information and remain your property.
5.3 Fleet Materials. Fleet Health and its licensors retain all rights, title, and interest in the Fleet Materials.
6.1 Compliance. You will use the Portal in accordance with all applicable laws (including HIPAA).
6.2 Prohibited Acts. Except as permitted by law, you will not reverse-engineer, disassemble, or create derivative works of the Portal, nor allow unlicensed third parties to access it.
7.1 Confidential-Information Protection. Each party (the “Receiving Party”) must protect the other’s Confidential Information with at least the same care it uses for its own (and no less than reasonable care), use it only to fulfil these Terms, and disclose it solely to personnel and service-providers under similar obligations.
7.2 Classification. Hospital Data is your Confidential Information; Fleet Materials and non-public pricing are Fleet Health Confidential Information.
8.1 No Medical Advice. The Portal and all Output are decision-support tools for qualified professionals and do not constitute medical advice or establish a standard of care.
8.2 “As Is.” To the maximum extent permitted by law, Fleet Health provides the Portal and LLM-Assisted Services AS IS and disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and error-free or uninterrupted operation.
9.1 Indirect Damages. Neither party will be liable for indirect, special, incidental, consequential, or punitive damages, even if advised of their possibility.
10.1 By You. You will indemnify Fleet Health against claims arising from (a) your misuse of the Portal, (b) unauthorized disclosure of Hospital Data, or (c) breach of these Terms.
10.2 By Fleet Health. Fleet Health will defend you against third-party claims that the unaltered Portal infringes a U.S. patent, copyright, or trademark, and will pay resulting damages, provided you promptly notify Fleet Health and cooperate in the defense. If such a claim arises, Fleet Health may (i) procure your continued right to use, (ii) replace or modify the Portal, or (iii) terminate the affected service and refund prepaid fees for the remainder of the Term.
11.1 Term. These Terms commence on the Effective Date and continue until terminated.
11.2 Suspension. Fleet Health may suspend access (a) to address a security threat, (b) for non-payment, or (c) for material breach.
11.3 Termination for Cause. Either party may terminate if the other fails to cure a material breach within thirty (30) days of written notice.
11.4 Effect of Termination. All licenses cease and you must uninstall the Portal. Sections 4–13 survive termination.
12.1 Updates. Fleet Health may update these Terms to reflect legal or operational changes. Material changes will be emailed or shown in-product at least thirty (30) days before they take effect. Continued use after the effective date constitutes acceptance.
13.1 Governing Law & Arbitration. Delaware law governs, excluding conflicts-of-law rules. Any dispute will be resolved by binding arbitration in New Castle County, Delaware under JAMS Streamlined Rules. Either party may seek injunctive relief in any competent court.
13.2 Force Majeure. Neither party is liable for delay or failure caused by events beyond reasonable control.
13.3 Assignment. Neither party may assign these Terms without the other’s prior written consent, except to a successor in a merger or asset sale.
13.4 Entire Agreement. These Terms, any order forms, and the BAA constitute the parties’ entire agreement and supersede all prior or contemporaneous understandings on the subject matter. Amendments must be in writing and signed by both parties.
13.5 Severability & Waiver. If any provision is unenforceable, the remainder will remain in effect. Failure to enforce a provision is not a waiver.