Terms & Conditions 

1. Acceptance of Terms 

By accessing or using the CandiHealth Remote Patient Monitoring (RPM) platform (the “Service”), you (the “Clinic” or “User”) agree to be bound by these Terms & Conditions (“Terms”). These Terms govern your access and use of the Service provided by CandiHealth, Inc. (“CandiHealth,” “we,” “our,” or “us”).

2. Scope of Service 

CandiHealth provides a cloud-based RPM solution that enables Clinics to monitor patients’ health data through cellular-connected devices. Currently, the Service is designed exclusively for clinical use, enabling healthcare providers, hospitals, and other authorized Clinics to track and review patient health indicators. 

(Optional: Future enhancements may include features that allow patients to access their personal data through a dedicated app or portal. Until such features are implemented, all access and operational functionality is provided solely to Clinics and their authorized Users.)

3. Eligibility and Authorized Use 

• Clinic Use: The Service is intended solely for use by licensed Clinics, healthcare providers, hospitals, or other entities legally authorized to manage patient health data under applicable laws and regulations. 
• Authorized Users: Each Clinic is responsible for maintaining the confidentiality and security of its authorized user credentials. Only individuals designated by the Clinic may access the Service. 
• Non-Transferability: Access rights granted under these Terms are not transferable. Clinics may not share or sell their credentials to third parties.
  

4. Account Registration and Security 

• Registration: Clinics must complete the registration process and provide accurate, current, and complete information as requested. 
• Security: You agree to safeguard your account information and notify us immediately of any unauthorized use or breach. We will not be liable for any loss or damage resulting from any failure of your obligations to maintain the confidentiality of your credentials.

5. Service Use and Limitations 

• Appropriate Use: The Service is provided solely for the purpose of enabling Clinics to remotely monitor health data as part of ongoing patient care. 
• Prohibited Conduct: You agree not to engage in any activity that would interfere with or disrupt the Service. This includes, but is not limited to, unauthorized access, reverse engineering, or distributing automated data extraction tools. 
• Modifications: CandiHealth reserves the right to modify, suspend, or discontinue the Service (or any part thereof) at any time without prior notice. We will make reasonable efforts to provide advance notice in the event of significant changes. 

6. Data Collection, Storage, and Use 

• Data Custodianship: Clinics act as custodians of patient data processed through the Service, subject to patients’ rights under applicable laws. Clinics are solely responsible for obtaining and maintaining all required patient consents for data collection and use within the Service. 
• Data Security: We maintain industry-standard measures to protect data. Nonetheless, you acknowledge that no data transmission over the internet or electronic storage method is 100% secure. 
• Compliance: Our processes are designed to comply with applicable laws, including HIPAA. 

7. HIPAA Compliance and Patient Rights 

• HIPAA Observance: While access to the Service is currently restricted to Clinics, CandiHealth complies with HIPAA regulations as they apply to the handling and transmission of Protected Health Information (PHI). 
• Patient Rights: In accordance with HIPAA, patients may contact their Clinic directly to exercise their rights, including requesting access to their data, requesting amendments, or obtaining an accounting of disclosures. When CandiHealth introduces direct patient access, we will update these Terms accordingly. 

8. Intellectual Property 

• Ownership: All content, design, code, and any other materials provided as part of the Service are the property of CandiHealth or its licensors and are protected by intellectual property laws. 
• License: CandiHealth grants you a limited, non-exclusive, non-transferable license to use the Service strictly for its intended purpose, subject to your compliance with these Terms. 

9. Medical Device and Equipment 

When CandiHealth provides or facilitates the purchase of medical equipment (e.g., blood pressure monitors, glucometers, pulse oximeters, weight scales) (the “Equipment”), the following terms apply: 

9.1 Equipment Use 

The Equipment is intended solely for in-home medical use under the oversight of a qualified physician. It should not be used as a substitute for professional medical judgment or treatment. 

9.2 Disclaimer of Warranties 

The Equipment is provided by CandiHealth “AS IS” without any representation or warranty of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement. 

9.3 Limitation of Liability 

CandiHealth does not assume any liability for damages arising out of the use of or inability to use the Equipment. This includes, but is not limited to, direct, indirect, incidental, special, exemplary, or consequential damages, even if advised of the possibility of such damages. 

9.4 Release 

The Recipient releases and forever discharges CandiHealth and its officers, employees, contractors, and affiliates from any and all liabilities, losses, damages, costs, and expenses (including attorneys’ fees) arising out of the use of or inability to use the Equipment.

9.5 Indemnification 

To the fullest extent permitted by law, the Recipient agrees to indemnify, defend, and hold harmless CandiHealth and its affiliates from and against any claims, demands, or actions arising out of the Recipient’s use of the Equipment. 

9.6 Equipment Return, Cancellation, and Non-Return Charges

All rented or loaned Equipment remains the property of CandiHealth. The Clinic is responsible for recovering Equipment from its patients and ensuring its return to CandiHealth, regardless of whether the Equipment is in the possession of the Clinic, a patient, or another party.

Return Requirement: To terminate a device rental, all applicable Equipment must be physically delivered to CandiHealth’s designated return address on or before the requested termination date. Merely requesting a return from patients, generating a shipping label, or handing Equipment to a shipping carrier does not constitute a completed return. Delivery must be verifiable, and returned devices must be identifiable by serial number. The Clinic remains responsible for return shipping and transit loss, except where caused by CandiHealth.

Non-Return Charge: Any rented or loaned Equipment not received by the requested termination date will be subject to a one-time replacement charge of $100 per device. The Clinic authorizes CandiHealth to charge its payment method on file for these amounts as part of its agreed equipment return obligations.

Continued Rental Billing: Until the applicable Equipment is physically received or its replacement charge is successfully paid, the device rental remains active and applicable recurring rental charges will continue. A cancellation request, including cancellation of patient monitoring services, does not automatically terminate outstanding device rental obligations. No additional rental charges will accrue for a device after its replacement charge has been paid in full.

Connectivity Termination: Upon payment of the replacement charge, CandiHealth may classify the device as lost or unreturned, permanently deactivate its cellular connectivity, and prevent further transmission to CandiHealth’s RPM platform. Payment of the replacement charge does not transfer ownership of the Equipment.

Patient Responsibility: The Clinic remains responsible for recovering Equipment from patients. Delays, refusals, or failures by patients to return Equipment do not relieve the Clinic of its payment or return obligations.

10. Disclaimers and Limitation of Liability 

• Service “As Is”: The Service is provided on an “as is” and “as available” basis. CandiHealth disclaims all warranties, express or implied, including any warranties of merchantability, fitness for a particular purpose, and non-infringement. 
• Limitation of Liability: In no event shall CandiHealth be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or relating to your use of the Service—even if advised of the possibility of such damages. Our total aggregate liability, whether in contract, tort, or otherwise, shall not exceed the fees paid by you for using the Service in the twelve months preceding the claim. 
• Force Majeure: CandiHealth is not liable for any failure or delay in performance due to circumstances beyond our reasonable control. 

11. Modifications and Termination 

• Changes: We may update these Terms from time to time. Any changes will be effective upon publication of the revised Terms on our website, and your continued use of the Service constitutes acceptance of the updated Terms.
• Termination: Either party may terminate use of the Service at any time, subject to the applicable billing cycle, contractual commitments, and equipment return obligations. Termination of patient-monitoring subscriptions or Clinic access does not automatically terminate outstanding device rental or loan obligations. Device rental subscriptions will continue solely for outstanding rented Equipment until the Equipment is physically received by CandiHealth or the applicable replacement fee is successfully paid, as specified in Section 9.6. Termination does not relieve the Clinic of any accrued fees or obligations incurred under these Terms.

12. Governing Law and Dispute Resolution 

These Terms are governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict of law provisions. Any disputes arising from these Terms shall be resolved primarily through mediation, with arbitration as the final recourse if necessary.

13. Subscription, Billing & Device Connectivity 

i. Term, Billing Cycle & Cancellation

Subscriptions are billed monthly according to the Clinic’s established billing cycle and automatically renew until cancelled.

A Clinic may cancel patient-monitoring subscriptions at any time through the portal, with cancellation taking effect at the end of the current billing period.

Device rental subscriptions are separate from patient-monitoring subscriptions. Cancellation of patient-monitoring services, removal of patients, or a request to close the Clinic account does not automatically cancel outstanding device rentals.

To terminate a device rental subscription, the applicable Equipment must be physically received by CandiHealth on or before the requested cancellation effective date, subject to any agreed minimum rental term. Otherwise, the rental subscription will continue until the Equipment is received or the applicable $100 replacement fee is successfully paid, in accordance with Section 9.6.

No refunds or prorated credits are provided for cancellations during an active billing period, except as expressly provided in these Terms.

ii. Patient Service Fee (monthly, separate)

The Patient Service Fee is a recurring monthly charge per Patient for access to the RPM service. Patient Service Fees are billed at the Clinic level and follow the Clinic’s billing cycle. Patients added after the Clinic’s billing-cycle start will be billed on a pro-rated basis to align with that Clinic billing cycle. Patient Service Fees are separate from any device or connectivity charges.

iii. Connection Subscription (device connectivity — free while in use) 

• Rental devices: Cellular connectivity is included while the device is actively enrolled in patient monitoring and its SIM remains active. CandiHealth may deactivate cellular connectivity under Sections 9.6 and 13(iv), including after termination of patient-monitoring services, even when device rental charges remain payable due to outstanding Equipment.

• Purchased devices: Cellular connectivity is included at no additional charge while the device is “in use,” meaning the device has transmitted data to CandiHealth within the prior thirty (30) days.

• Proration: Connection Subscriptions added after the Clinic’s billing-cycle start will be billed on a pro-rated basis to align with that Clinic billing cycle. Connection Subscription charges are separate from Patient Service Fees.

iv. SIM Deactivation & Reactivation

If a device does not transmit data to CandiHealth for thirty (30) consecutive days, CandiHealth may deactivate its SIM.

CandiHealth may also deactivate cellular connectivity when the associated patient-monitoring subscription ends or when rented or loaned Equipment is classified as lost or unreturned under Section 9.6.

SIM deactivation prevents further cellular data transmission to CandiHealth’s RPM platform but may not prevent local operation of the Equipment. The Clinic remains responsible for transitioning patient monitoring or arranging alternative monitoring before termination of connectivity.

Device rental payment obligations remain independent of cellular connectivity status. Reactivation, where permitted, is at CandiHealth’s discretion and may be subject to applicable fees and conditions.

v. Payment Processing, Authorization & Failed Payments

Fees are collected by CandiHealth through its designated third-party payment processor, including Stripe. Clinics must maintain valid payment information during their subscription and for as long as outstanding payment obligations remain.

By enrolling in a device rental or loan arrangement and providing a payment method, the Clinic expressly authorizes CandiHealth to charge that payment method for applicable recurring monthly device rental fees, accrued outstanding balances, and one-time replacement charges of $100 per lost or unreturned device as specified in Section 9.6.

Monthly device rental charges will continue at the agreed rate until the applicable Equipment is physically returned or the replacement charge is successfully paid, regardless of the cancellation of patient-monitoring subscriptions. Free loaned devices will not incur recurring rental charges unless separately agreed.

If a payment fails, CandiHealth will notify the Clinic by email. The Clinic must update its payment information within seven (7) days. If payment remains outstanding for an additional three (3) days, CandiHealth may suspend services, deactivate applicable cellular connectivity, and pursue recovery of outstanding amounts as permitted by law.

Failed or declined payments do not waive amounts owed or automatically terminate outstanding equipment-related obligations.

vi. Invoice Disputes

If a Clinic disputes any invoice, the Clinic must notify the Provider in writing within thirty (30) days of invoice date and provide reasonable supporting information. Provider will review and respond; undisputed charges remain payable during the review.

vii. Effect of Deactivation / Non-Transmission

Device connectivity status and Patient subscription status are independent. Provider is not responsible for missed alerts, delayed transmissions, or clinical consequences resulting from a deactivated SIM, device non-transmission, Clinic-initiated deactivation, or a Clinic’s failure to maintain devices.

viii. Contact for Billing & Connectivity Issues 

For billing, connectivity, reactivation, or subscription questions, contact contact@candihealth.com.

14. General Provisions 

• Entire Agreement: These Terms, together with any applicable Services Agreement, device rental or loan agreement, device order, and Business Associate Agreement, constitute the agreement between the Clinic and CandiHealth. Specific pricing and minimum rental commitments established in a separately executed agreement will control in the event of conflict. The equipment return and non-return obligations under Section 9.6 apply unless expressly superseded by a written agreement signed by both parties.
• Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect. 
• No Waiver: The failure of CandiHealth to enforce any provision of these Terms does not constitute a waiver of future enforcement of that or any other provision. 

Contact / Notices 

All legal, billing, and privacy notices to Provider shall be sent to contact@candihealth.com. Notices sent to this email will be acknowledged within five (5) business days. 

Billing & Proration 

Billing is tied to each Clinic’s billing cycle. Patients added after the Clinic billing-cycle start will be billed on a pro-rated basis that aligns with the Clinic’s billing cycle. Specific fee amounts and billing terms are set in the Services Agreement and the Clinic billing dashboard. 

Payment Processing 

Provider may collect fees via a third-party payment processor (e.g., Stripe). Clinics will provide valid payment methods during onboarding. Provider does not store full payment card numbers; payment processing is handled by the processor. 

Device Independence & Deactivation 

Devices (rental or purchased) are independent from Patient subscriptions and are governed by separate device-order paperwork. If a Clinic deactivates a Patient subscription, Provider will suspend alerts and access for that Patient. Provider is not liable for missed alerts or clinical outcomes resulting from Clinic-initiated deactivation. 

Return or Secure Destruction (manual review) 

Upon written request from an authorized Clinic representative, Provider will acknowledge receipt within five (5) business days and will perform a feasibility review within thirty (30) calendar days to determine whether return or destruction of PHI is legally and technically feasible. If feasible and at the Clinic’s election, Provider will return the PHI or securely destroy it and provide a certificate of destruction. If infeasible, Provider will notify the Clinic and continue to protect the PHI in accordance with the BAA. 

Security (softened) 

CandiHealth maintains administrative, technical, and physical safeguards designed to protect PHI consistent with HIPAA and industry practice. Safeguards may include, where implemented: encryption in transit (e.g., TLS 1.2+), encryption at rest when supported by the hosting environment, role-based access controls, multi-factor authentication for administrative accounts, regular vulnerability scanning and remediation, and periodic third-party security assessments. The specific controls may change over time; Provider will describe safeguards applicable to a Clinic’s PHI on reasonable request.