Terms of Service

These Terms of Service (“Terms”) govern access to and use of the Cyphelink platform (the “Service”) provided by Cyphelink, LLC (“Cyphelink”). By accessing the Service, you agree to these Terms on behalf of the clinic or organization you represent (“Customer”).

1. The Service is an administrative tool — not medical advice

Cyphelink organizes, extracts information from, and prioritizes incoming patient referrals to assist clinic staff with administrative workflow. The Service is not a medical device, is not clinical decision support, and does not provide medical advice, diagnosis, or treatment recommendations. It does not replace the independent judgment of qualified clinical personnel. Customer’s clinical staff are solely responsible for reviewing every referral and making all triage, prioritization, and care decisions. Outputs (including urgency tiers) are informational aids that must be independently verified. Urgency tiers reflect administrative workflow prioritization to help staff order their work; they are not a clinical acuity score, triage level, or diagnosis. The Service presents the underlying referral information so that qualified personnel can independently review the basis for any prioritization and reach their own conclusions.

1a. No emergency or time-critical use

The Service is not designed or intended for use in medical emergencies or other time-critical situations. It is not monitored in real time, and processing or delivery of any referral may be delayed or fail. Customer and its staff must never rely on the Service to identify, escalate, or respond to an emergency. In an emergency, call 911 or local emergency services. Customer is solely responsible for maintaining independent procedures for identifying and handling urgent and emergency referrals that do not depend on the Service.

2. Eligibility and accounts

• The Service is for use only by authorized staff of a Customer clinic, in the course of their duties.
• Customer is responsible for the accuracy of account information and for all activity under its accounts.
• Credentials must not be shared. Customer must promptly notify us of any suspected unauthorized access.

3. HIPAA and the Business Associate Agreement

Customer’s use of the Service to process Protected Health Information is governed by a separate Business Associate Agreement (“BAA”) between Cyphelink and Customer. To the extent of any conflict between these Terms and the BAA with respect to PHI, the BAA controls. Customer represents that it has the authority and lawful basis to provide any PHI it submits to the Service.

4. Acceptable use

• Do not use the Service unlawfully or in violation of any patient’s rights.
• Do not attempt to access another clinic’s data, probe or bypass security controls, or disrupt the Service.
• Do not submit content you are not authorized to submit, or reverse-engineer the Service except as permitted by law.

5. Customer responsibilities

• Maintain a valid BAA with Cyphelink before processing PHI.
• Ensure appropriate clinical supervision of all referral handling and final decisions.
• Provide accurate data and configure clinic-specific criteria responsibly.

6. Fees and subscription

Access to the Service is provided on a subscription basis. Fees, billing frequency, and any usage-based charges are set out in the applicable order form or master subscription agreement between Cyphelink and Customer. Except as required by law or expressly stated in that agreement, fees are non-refundable.

7. Intellectual property

Cyphelink retains all rights in the Service and its underlying technology. Subject to these Terms and the BAA, Customer is granted a limited, non-exclusive, non-transferable right to access and use the Service during the subscription term. Customer retains ownership of its data.

8. Disclaimer of warranties

EXCEPT AS EXPRESSLY STATED IN A WRITTEN AGREEMENT, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT CLASSIFICATIONS OR EXTRACTIONS ARE COMPLETE, ACCURATE, OR ERROR-FREE, OR THAT THE SERVICE WILL BE UNINTERRUPTED. The Service is an aid to human review, not a substitute for it.

9. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CYPHELINK WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY CLINICAL OUTCOME ARISING FROM RELIANCE ON THE SERVICE WITHOUT INDEPENDENT CLINICAL REVIEW. Cyphelink’s total aggregate liability is limited to the total fees paid by Customer for the Service in the twelve (12) months preceding the event giving rise to the claim. Nothing in these Terms limits liability that cannot be limited under applicable law.

10. Indemnification

Each party will indemnify the other as set out in the applicable order form or master subscription agreement between Cyphelink and Customer. In the absence of such terms, Customer will defend and indemnify Cyphelink against third-party claims arising from Customer’s use of the Service outside the scope of these Terms or the BAA, and Cyphelink will defend and indemnify Customer against third-party claims that the Service, as provided by Cyphelink, infringes their intellectual-property rights.

11. Term, suspension, and termination

These Terms apply for the duration of Customer’s subscription term as set out in the governing agreement and renew as provided there. We may suspend access to address a security risk, legal requirement, or material breach. Either party may terminate as provided in the governing agreement. On termination, data handling (including return or destruction of PHI) follows the BAA.

12. Governing law and venue

These Terms are governed by the laws of the State of California, without regard to conflict-of-law rules, with venue in the state and federal courts located in Santa Clara County, California, unless a separate signed agreement provides otherwise.

13. General provisions

• Assignment. Customer may not assign these Terms without Cyphelink’s consent, except to a successor of its business; Cyphelink may assign to an affiliate or successor.
• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.
• Severability. If any provision is held unenforceable, the remaining provisions stay in effect.
• No waiver. Failure to enforce a provision is not a waiver of it.
• Entire agreement. These Terms, the BAA, and any order form or master subscription agreement are the entire agreement between the parties on this subject and supersede prior discussions.
• No third-party beneficiaries. These Terms create no rights for any person who is not a party, including patients.
• Notices. Legal notices to Cyphelink may be sent to the contact address in Section 15; notices to Customer may be sent to its account or billing contact.

14. Changes to these Terms

We may update these Terms from time to time. Material changes will be communicated to Customer, and continued use after the effective date constitutes acceptance.

15. Contact

Questions about these Terms may be directed to ayman@cyphelink.com.