Terms of Service

1. Acceptance of Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you and Jazmine Inc. (“Jazmine,” “we,” “us,” or “our”) governing your access to and use of the Jazmine platform, including our website at jazmine.app, embeddable website widget, staff dashboard, patient portal, APIs, and related services (collectively, the “Services”).

By accessing or using the Services, you agree to be bound by these Terms. If you are accepting these Terms on behalf of a company or other legal entity (“Customer”), you represent and warrant that you have the authority to bind that entity. If you do not agree to these Terms, you must not access or use the Services.

2. Definitions

“Customer” means the healthcare practice or organization that subscribes to the Services
“Authorized Users” means individuals authorized by the Customer to access the Services, including surgeons, patient coordinators, practice managers, and administrative staff
“End Users” means patients and prospective patients who interact with the Services through the embeddable widget or patient portal
“Services” means the Jazmine platform including AI-driven lead management, patient communication tools, the embeddable website widget, staff dashboard, patient portal, and all related features
“PHI” means Protected Health Information as defined under 45 CFR § 160.103
“Customer Data” means all data, including PHI, that Customer or End Users submit to or generate through the Services

3. Description of Services

Jazmine provides a HIPAA-compliant, AI-powered lead management platform designed for healthcare practices. The Services include:

An embeddable website widget that captures patient inquiries from Customer websites
AI-powered lead scoring, response generation, and surgeon matching
A staff dashboard for patient coordinators and practice management
A secure patient portal for HIPAA-compliant communication
Multi-channel communication tools (SMS notifications, secure portal messaging)
Analytics and reporting on lead management performance

Jazmine operates as a Business Associate under HIPAA and processes PHI solely on behalf of Customer Covered Entities pursuant to an executed Business Associate Agreement.

4. Account Registration & Security

To use the Services, Customer must register for an account and provide accurate, current, and complete information. Customer is responsible for:

Maintaining the accuracy of account information
Ensuring all Authorized Users comply with these Terms
Multi-factor authentication (MFA): MFA is mandatory for all Authorized User accounts. Jazmine enforces MFA via Amazon Cognito using TOTP (time-based one-time password) as the preferred method. MFA cannot be disabled or bypassed by Customer or Authorized Users
Maintaining the confidentiality of account credentials and immediately notifying Jazmine of any unauthorized access
All activities that occur under Customer’s accounts, whether or not authorized by Customer

5. Subscription & Fees

Access to the Services requires a paid subscription. Fees are set forth in the applicable Order Form or subscription agreement between Jazmine and Customer. Unless otherwise specified:

Subscription fees are billed monthly or annually in advance
Fees are non-refundable except as expressly set forth in the applicable Order Form
Jazmine reserves the right to modify pricing upon thirty (30) days’ written notice, effective at the next renewal period
Overdue amounts accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less

6. License Grant

Subject to these Terms and payment of applicable fees, Jazmine grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the subscription term solely for Customer’s internal business operations in connection with Customer’s healthcare practice.

This license does not include the right to: (a) sublicense, resell, or distribute the Services to third parties; (b) modify, adapt, or create derivative works based on the Services; (c) reverse engineer, decompile, or disassemble any aspect of the Services; or (d) use the Services to build a competing product or service.

7. Intellectual Property

Platform IP: Jazmine retains all right, title, and interest in and to the Services, including all software, algorithms, AI models, user interfaces, designs, documentation, and related intellectual property. Nothing in these Terms transfers any Jazmine intellectual property to Customer.

Customer Data: Customer retains all right, title, and interest in and to Customer Data. Customer grants Jazmine a limited license to use Customer Data solely to provide and improve the Services in accordance with these Terms, the Privacy Policy, and the applicable BAA.

De-identified Data:Jazmine may use de-identified and aggregated data derived from Customer Data (which cannot be re-identified to any individual or Customer) for product improvement, benchmarking, and research purposes. De-identification shall comply with 45 CFR § 164.514.

8. Acceptable Use Policy

Customer and its Authorized Users shall not:

Use the Services in violation of any applicable law or regulation, including HIPAA
Submit or transmit any content that is unlawful, harmful, threatening, abusive, defamatory, or otherwise objectionable
Attempt to gain unauthorized access to the Services, other accounts, or underlying systems
Introduce malware, viruses, or other malicious code
Interfere with or disrupt the integrity or performance of the Services
Use the Services to send unsolicited communications (spam) or in violation of the Telephone Consumer Protection Act (TCPA)
Circumvent or disable any security features, including MFA requirements
Use the Services to process data for entities other than Customer without Jazmine’s prior written consent
Scrape, crawl, or use automated means to access the Services except through provided APIs

9. HIPAA Compliance & BAA

Customer acknowledges that a fully executed Business Associate Agreement (BAA) between Customer and Jazmine is a prerequisite to any processing of PHI through the Services.

Customer shall not submit, upload, or otherwise provide PHI to the Services until a BAA has been executed. Jazmine shall not be liable for any PHI submitted prior to BAA execution.

Jazmine’s BAA is available at jazmine.app/baa and must be executed by both parties before the Services process any PHI.

10. Customer Obligations as Covered Entity

Customer represents and warrants that it is a Covered Entity or Business Associate (as applicable) under HIPAA, and agrees to:

Comply with all applicable provisions of HIPAA, the HITECH Act, and their implementing regulations
Obtain all necessary patient consents and authorizations before submitting PHI to the Services
Provide appropriate notice of privacy practices to patients
Ensure that any instructions provided to Jazmine regarding the use of PHI are consistent with applicable law
Promptly notify Jazmine of any restrictions on the use or disclosure of PHI that Customer has agreed to
Comply with all applicable state privacy laws, including those that may impose requirements beyond HIPAA

11. AI & Automated Processing

The Services incorporate artificial intelligence for lead scoring, response generation, and surgeon matching. Customer acknowledges and agrees that:

AI outputs are decision-support tools and do not constitute medical advice, diagnosis, or treatment recommendations
Customer is solely responsible for reviewing, approving, and taking action on AI-generated recommendations
Jazmine does not guarantee the accuracy, completeness, or appropriateness of any AI-generated output
AI model outputs may be incorrect, incomplete, or inappropriate for specific clinical scenarios
Customer retains full clinical and professional responsibility for all patient interactions

12. Widget & Embedding Terms

Customer may embed the Jazmine widget on Customer’s website(s) using the provided embed code. By embedding the widget, Customer agrees to:

Only embed the widget on domains registered with and approved by Jazmine
Not modify, alter, or tamper with the widget embed code or its functionality
Include appropriate disclosures on pages containing the widget, as required by applicable privacy laws
Ensure the widget is not embedded on pages directed at children under 13

Jazmine serves the widget from its CDN (cdn.jazmine.app) and retains the right to update the widget code at any time to address security issues, bugs, or feature improvements.

13. Data Portability

Upon termination of the subscription, Customer may request an export of Customer Data in a standard, machine-readable format. Jazmine will make Customer Data available for export for a period of thirty (30) days following the effective date of termination. After this period, Jazmine will destroy Customer Data in accordance with the BAA, unless retention is required by law.

14. Service Level Agreement

Jazmine commits to a monthly uptime of 99.9% for the Services, measured as the percentage of total minutes in a calendar month during which the Services are available. Scheduled maintenance windows (communicated at least 48 hours in advance) are excluded from uptime calculations.

If Jazmine fails to meet the 99.9% uptime commitment in any calendar month, Customer may request a service credit equal to 10% of the monthly subscription fee for each full 0.1% below the commitment, up to a maximum credit of 30% of the monthly fee. Service credits are Customer’s sole and exclusive remedy for downtime.

15. Confidentiality

Each party (“Receiving Party”) agrees to protect the confidential information of the other party (“Disclosing Party”) using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential information excludes information that: (a) is or becomes publicly known through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party; or (d) is disclosed pursuant to a court order or legal requirement.

16. Warranties & Disclaimers

Jazmine warrants that: (a) the Services will perform materially in accordance with the applicable documentation; (b) Jazmine will provide the Services in compliance with applicable laws, including HIPAA; and (c) Jazmine has implemented and will maintain appropriate administrative, physical, and technical safeguards to protect PHI.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” Jazmine DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. Jazmine DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY ARISING OUT OF OR RELATED TO THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY.

EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO Jazmine DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

HIPAA Breach Carve-Out:The limitations set forth above shall not apply to: (a) either party’s breach of its obligations under the BAA or HIPAA; (b) either party’s indemnification obligations; or (c) either party’s gross negligence or willful misconduct.

18. Indemnification

Jazmine Indemnification:Jazmine shall indemnify, defend, and hold harmless Customer from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of: (a) Jazmine’s breach of its obligations under the BAA; (b) Jazmine’s violation of applicable law; or (c) Jazmine’s gross negligence or willful misconduct.

Customer Indemnification:Customer shall indemnify, defend, and hold harmless Jazmine from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of: (a) Customer’s breach of these Terms; (b) Customer’s failure to comply with HIPAA or applicable law; (c) Customer’s use of the Services in a manner not authorized by these Terms; or (d) Customer’s negligence or willful misconduct.

19. Term & Termination

These Terms are effective upon Customer’s acceptance and continue for the duration of the subscription term. Either party may terminate these Terms:

For convenience, upon thirty (30) days’ written notice, effective at the end of the then-current subscription period
For cause, if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days of written notice
Immediately, if the other party becomes insolvent, files for bankruptcy, or ceases operations

Upon termination, Customer’s access to the Services will cease. PHI will be handled in accordance with the BAA (return or destruction). Sections that by their nature should survive termination (including intellectual property, confidentiality, limitation of liability, and indemnification) shall survive.

20. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Any dispute arising out of or related to these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware. The parties consent to personal jurisdiction in such courts.

21. Modifications

Jazmine may modify these Terms at any time by posting the revised Terms on our website. Material changes will be communicated to Customer via email at least thirty (30) days before they take effect. Customer’s continued use of the Services after the effective date of modified Terms constitutes acceptance of the changes. If Customer does not agree to any modification, Customer may terminate the subscription in accordance with Section 19.

22. Entire Agreement

These Terms, together with the applicable Order Form, BAA, Privacy Policy, and any other documents incorporated by reference, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, proposals, and representations, whether written or oral. In the event of a conflict between these Terms and the BAA, the BAA shall control with respect to the use and protection of PHI.

23. Contact

Questions about these Terms should be directed to:

Email: support@jazmine.app
Mailing Address: Jazmine Inc., [Address to be provided]