Terms of Use

01Acceptance of these Terms

These Terms of Use (the "Terms") are a binding legal agreement between you and SwitzerHealth, LLC, a Utah limited liability company (together with its affiliates, "SwitzerHealth," "we," "our," or "us"). The Terms govern your access to and use of the website located at switzerhealth.com, any subdomains, and any associated web pages, forms, portals, or online services that link to these Terms (collectively, the "Site").

By accessing or using the Site, submitting a form, clicking a button, or otherwise interacting with any feature of the Site, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy and HIPAA Notice of Privacy Practices, which are incorporated by reference.

If you do not agree with these Terms, do not access or use the Site.

02Who we are

SwitzerHealth, LLC is a Utah limited liability company with its principal place of business in Bountiful, Utah. Licensed medical services referenced on the Site are furnished by physicians and licensed clinicians working with SwitzerHealth pursuant to written agreements.

The Site is intended to describe our services, provide general information, and offer a means for prospective clients, partners, referral sources, and members of the public to contact us. The Site is not a clinical platform and is not used to deliver patient care, to transmit protected health information (PHI), or to act as a patient portal.

03Eligibility and user representations

You represent and warrant that you are at least 18 years of age, that you have the legal capacity to form a binding contract, and that your use of the Site does not violate any applicable law or regulation. The Site is not directed at children under the age of 13, and we do not knowingly collect personal information from children under 13. If you believe we have inadvertently collected personal information from a child under 13, please contact us using the information in Section 23 so we can promptly delete it.

If you use the Site on behalf of an organization, you represent and warrant that you are authorized to bind that organization to these Terms, in which case "you" also refers to that organization.

04No medical advice

Any case examples, outcome descriptions, or clinical references on the Site are illustrative only. They do not predict results for any individual patient or facility, and individual results will vary based on clinical condition, care plan, adherence, and many factors outside our control.

05No provider patient relationship

Using the Site, submitting a form, or otherwise communicating with SwitzerHealth through the Site does not create a provider patient, physician patient, or healthcare treatment relationship between you and SwitzerHealth, any SwitzerHealth affiliated professional corporation, or any clinician referenced on the Site. Treatment relationships are established only through the applicable professional corporation, a written services arrangement, and the clinician responsible for your care.

06Permitted use of the website

Subject to your compliance with these Terms, SwitzerHealth grants you a limited, revocable, non exclusive, non transferable license to access and use the Site for your personal or internal business purposes related to evaluating, requesting information about, or communicating with SwitzerHealth. Any other use is expressly prohibited without our prior written permission.

07Prohibited conduct

You agree that you will not, and will not permit any third party to:

• use the Site in any manner that violates any applicable federal, state, local, or international law or regulation, including the Health Insurance Portability and Accountability Act (HIPAA), the HITECH Act, the Telephone Consumer Protection Act (TCPA), the CAN SPAM Act, the Utah Consumer Privacy Act, the Utah Protection of Personal Information Act, and comparable laws;
• impersonate any person or entity or misrepresent your affiliation with a person or entity;
• submit false, misleading, or fraudulent information through any form or contact channel on the Site;
• transmit protected health information or other confidential patient data through forms, email, or other interfaces on the Site, unless we have a signed Business Associate Agreement or equivalent written authorization and have directed you to a designated secure channel;
• upload or transmit any viruses, worms, ransomware, time bombs, trojan horses, or other harmful, disruptive, or surveillance code;
• attempt to gain unauthorized access to the Site, our systems, our accounts, or any computer system or network connected to the Site;
• probe, scan, or test the vulnerability of the Site, or breach or circumvent any security or authentication measures;
• use any robot, spider, scraper, or other automated means to access the Site, or to collect information about our users, employees, clinicians, or clients without our prior written consent;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any Site feature, except to the extent that this restriction is prohibited by applicable law;
• frame, mirror, or replicate any portion of the Site without our prior written consent;
• use the Site to send unsolicited promotional messages, chain letters, or pyramid schemes;
• use the Site in any manner that could disable, overburden, or impair the Site or interfere with any other party's use of the Site; or
• use the Site for any purpose that is unlawful, harmful, harassing, defamatory, obscene, or that infringes any person's rights.

08User submissions and contact forms

The Site includes one or more forms that allow you to contact us, request a demo, subscribe to updates, or share general inquiries. By submitting information through the Site, you grant SwitzerHealth a perpetual, irrevocable, worldwide, royalty free, non exclusive license to use, reproduce, adapt, publish, translate, and display such information for any lawful business purpose, including contacting you, responding to your inquiry, and improving our services. You represent and warrant that you have all rights necessary to grant this license.

Do not send us any information that you consider confidential, trade secret, or protected health information through the Site. Information transmitted over the public internet may be intercepted, and the Site forms are not intended to be a secure channel for PHI. If you need to share PHI or clinical data with us, contact us first and we will direct you to a secure, appropriately protected channel governed by a Business Associate Agreement.

09Intellectual property

The Site and all of its contents, including but not limited to text, graphics, images, photographs, videos, illustrations, audio, logos, trade names, trademarks, service marks, trade dress, software, source code, underlying technology, compilations, and arrangements, are owned by SwitzerHealth or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

"SwitzerHealth," the SwitzerHealth wordmark, the SwitzerHealth logo, "Peak Clinical Intelligence," and associated design elements are trademarks of SwitzerHealth, LLC. Other product and company names mentioned on the Site may be trademarks of their respective owners. Reference to third party trademarks does not imply endorsement or affiliation unless expressly stated.

Except for the limited license granted in Section 6, no right or license under any intellectual property is granted to you by these Terms, by implication, estoppel, or otherwise.

Copyright infringement claims (DMCA)

SwitzerHealth respects the intellectual property of others and expects users to do the same. We respond to clear notices of alleged copyright infringement in accordance with the Digital Millennium Copyright Act of 1998, 17 U.S.C. § 512 (the "DMCA").

If you believe in good faith that material accessible on or from the Site infringes a copyright that you own or are authorized to act on behalf of, you may send a written notice to our Designated Copyright Agent. Your notice must substantially comply with 17 U.S.C. § 512(c)(3) and include:

• a physical or electronic signature of the person authorized to act on behalf of the owner of the copyright;
• identification of the copyrighted work claimed to have been infringed;
• identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate it, including the URL where the material appears on the Site;
• information reasonably sufficient to permit us to contact you, including your address, telephone number, and email address;
• a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• a statement, made under penalty of perjury, that the information in the notification is accurate, and that you are the copyright owner or are authorized to act on behalf of the copyright owner.

Please be aware that 17 U.S.C. § 512(f) provides for damages, including costs and attorneys' fees, against any person who knowingly and materially misrepresents that material is infringing.

Designated Copyright Agent. Send DMCA notices to:

Counter notification. If you receive a notification that material you posted was removed as a result of a DMCA notice, you may submit a counter notification under 17 U.S.C. § 512(g) to the same Designated Copyright Agent. Your counter notification must include the elements required by the DMCA, including your consent to the jurisdiction of the federal district court for the district in which your address is located, or if your address is outside the United States, the United States District Court for the District of Utah.

Repeat infringer policy. It is our policy to terminate, in appropriate circumstances, the accounts or access of users who are determined to be repeat infringers.

10Third party links and content

The Site may contain links to third party websites, services, or content that are not owned or controlled by SwitzerHealth. We provide such links for convenience only and their inclusion does not imply endorsement or recommendation. We have no control over, and assume no responsibility for, the content, privacy practices, or practices of any third party websites or services. You access third party sites at your own risk and subject to the terms and privacy policies of those sites.

11Electronic communications and electronic signatures

By submitting a form or otherwise interacting with the Site, you consent to receive communications from us electronically, including by email at the address you provide, by phone at the number you provide, or by SMS text message if you separately opt in. Our communications are governed by the CAN SPAM Act of 2003 and the TCPA, and by our Privacy Policy. You may opt out of marketing email communications at any time by using the unsubscribe link in any such email, and of SMS communications by replying STOP, subject to a final confirmation message. Opt out requests do not apply to transactional or service related messages, which may continue as necessary for your request or business relationship.

Under the federal Electronic Signatures in Global and National Commerce Act (ESIGN Act), 15 U.S.C. § 7001 and following, the Uniform Electronic Transactions Act (UETA) as enacted in Utah (Utah Code Title 46, Chapter 4) and in the other states where you may reside, and comparable state laws, you agree that these Terms and any other contract, notice, disclosure, or record that relates to your use of the Site, your interactions with us, or any services you later obtain from us may be provided, signed, and accepted by electronic means. You agree that any action that records your assent, such as clicking "I agree," checking an "I agree to the Terms of Use and Privacy Policy" box, signing with a typed name or drawn signature image, clicking "Submit," or continuing to use the Site after notice of these Terms, is an electronic signature that is the legal equivalent of your handwritten signature and has the same legal effect, validity, and enforceability as a signature on paper. You represent that you have the hardware and software required to access and retain electronic records, including a device with internet access and software capable of viewing HTML and PDF documents. You may withdraw your consent to conduct business electronically by contacting us using the information in Section 23, but doing so may prevent you from using certain parts of the Site and may terminate your ability to contract with us through the Site.

12Forward looking statements

Some information on the Site may describe future plans, capabilities, or initiatives. Forward looking statements are subject to risks and uncertainties, and actual outcomes may differ materially. SwitzerHealth does not undertake to update forward looking statements except as required by law. You should not place undue reliance on any forward looking statement.

13Device and clinical disclaimers

SwitzerHealth is a technology enabled clinical services company. We are not a medical device manufacturer. References on the Site to radar based monitoring sensors describe third party devices that hold a 510(k) clearance from the United States Food and Drug Administration for the specific indications stated in that clearance. Any broader claim of "FDA approval" is not made and should not be inferred. FDA clearance of a component device does not constitute FDA clearance or approval of SwitzerHealth services as a whole.

Examples of clinical results or other performance figures that may be cited on the Site reflect peer reviewed or internally validated studies conducted by device manufacturers or independent researchers. Individual facility and patient results will vary.

14Disclaimers and limitation of liability

The Site is provided on an "as is" and "as available" basis. To the maximum extent permitted by applicable law, SwitzerHealth, its affiliates, officers, directors, employees, clinicians, agents, suppliers, and licensors disclaim all warranties of any kind, whether express, implied, statutory, or otherwise, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, title, non infringement, accuracy, and quiet enjoyment.

We do not warrant that the Site will be uninterrupted, error free, secure, or free from viruses or other harmful components, or that the information on the Site is accurate, current, complete, or reliable. Any reliance on material on the Site is at your own risk.

To the maximum extent permitted by applicable law, in no event will SwitzerHealth, its affiliates, officers, directors, employees, clinicians, agents, suppliers, or licensors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business opportunities, arising out of or in connection with your access to or use of the Site, whether based on contract, tort (including negligence), strict liability, or any other legal theory, and even if advised of the possibility of such damages.

To the maximum extent permitted by applicable law, the aggregate liability of SwitzerHealth arising out of or related to these Terms or the Site, whether in contract, tort, or otherwise, will not exceed the greater of one hundred United States dollars ($100) or the amounts you paid to SwitzerHealth during the twelve (12) months immediately preceding the event giving rise to the claim.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain damages. If these laws apply to you, some or all of the above disclaimers or limitations may not apply, and you may have additional rights.

15Indemnification

You agree to defend, indemnify, and hold harmless SwitzerHealth, its affiliates, officers, directors, employees, clinicians, agents, suppliers, and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to: (a) your access to or use of the Site; (b) your violation of these Terms; (c) your violation of any applicable law, rule, or regulation; or (d) your violation of any third party right, including any intellectual property, privacy, publicity, or contract right. SwitzerHealth reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with our defense of those claims.

16Governing law and venue

These Terms, and any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Site, are governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 17, you irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in Davis County, Utah and Salt Lake County, Utah for any action not subject to arbitration.

17Dispute resolution and arbitration

Please read this section carefully. It affects your legal rights.

Before initiating any formal proceeding, you agree to first contact SwitzerHealth in writing at the address in Section 23 with a description of the dispute, the relief requested, and your contact information, and to work with us in good faith for at least thirty (30) days to resolve the dispute informally.

If the dispute is not resolved during the informal resolution period, you and SwitzerHealth agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Site (a "Dispute") that is not a Small Claim (defined below) will be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, except as modified here. The arbitration will be conducted by a single arbitrator, will take place in Salt Lake County, Utah (or by video conference if mutually agreed), and will be conducted in English. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction.

"Small Claim" means a claim that qualifies for, and is filed in, small claims court in Davis County or Salt Lake County, Utah. Either party may elect to pursue a Small Claim in that court instead of arbitration. In addition, either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect intellectual property rights.

The Federal Arbitration Act governs the interpretation and enforcement of this Section 17.

18Class action waiver

You and SwitzerHealth agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative action or proceeding. Unless both you and SwitzerHealth agree otherwise, the arbitrator may not consolidate any other person's claims with your claims and may not otherwise preside over any form of a representative or class proceeding. If a court or arbitrator decides that this class action waiver is unenforceable as to any particular claim or request for relief, then that claim or request for relief (and only that claim or request for relief) must be severed from the arbitration and brought in the state or federal courts referenced in Section 16. All other claims and requests for relief will proceed in arbitration.

19Changes to these Terms

We may update these Terms from time to time. When we do, we will revise the "Last Updated" date at the top of this page. Material changes will be communicated through a prominent notice on the Site or by another reasonable means. Your continued use of the Site after the effective date of any revised Terms constitutes your acceptance of the revised Terms. If you do not agree to any revised Terms, you must stop using the Site.

20Termination and suspension

We may suspend or terminate your access to the Site at any time, with or without notice, for any reason or no reason, including if we believe that you have violated these Terms or any applicable law, or if your use of the Site poses a risk to SwitzerHealth, our users, or any third party. Upon termination, the provisions of these Terms that by their nature should survive, including Sections 4, 5, 8, 9, 13, 14, 15, 16, 17, 18, and 22, will survive.

21Accessibility

SwitzerHealth is committed to digital accessibility and aims for the Site to substantially conform to the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA. If you encounter an accessibility barrier or would like to request content in an alternative format, contact us using the information in Section 23 and we will work in good faith to provide an accessible alternative.

22Miscellaneous

Entire agreement. These Terms, together with our Privacy Policy and HIPAA Notice of Privacy Practices, constitute the entire agreement between you and SwitzerHealth concerning the Site and supersede all prior or contemporaneous agreements, communications, and proposals, whether oral or written.

Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.

No waiver. Our failure to enforce any right or provision of these Terms is not a waiver of that right or provision.

Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. We may assign these Terms in our sole discretion without notice to you. Any attempted assignment in violation of this paragraph is void.

Force majeure. SwitzerHealth is not liable for any failure or delay in performance resulting from events beyond our reasonable control, including acts of God, labor disputes, public health emergencies, governmental actions, power outages, internet or telecommunications failures, cybersecurity incidents, or interruptions in third party services.

Relationship. Nothing in these Terms creates any agency, partnership, joint venture, employment, or franchise relationship between you and SwitzerHealth.

Notices. SwitzerHealth may provide any notice to you by posting it on the Site, by email to the address you provided, or by any other reasonable means. You may provide notice to SwitzerHealth as described in Section 23.

23Contact

If you have questions, concerns, or notices related to these Terms, please contact us.

SwitzerHealth, LLC is a Utah limited liability company. Clinical services described on the Site are furnished by affiliated professional corporations and their credentialed clinicians, not by SwitzerHealth, LLC. See the HIPAA Notice of Privacy Practices for information about our role as a business associate and our affiliated covered entities.