HeadsUp Health Provider Portal
Terms of Use

Last Update: October 7th, 2026

IMPORTANT – PLEASE READ THESE TERMS CAREFULLY

These Provider Portal Terms of Use (“Terms“) govern your access to and use of the HeadsUp Health provider portal, web applications, mobile application, and related tools (collectively, the “Portal“) provided by HeadsUp Health LLC (“HeadsUp“, “we“, “us“). By creating an account or using the Portal, you agree to these Terms and our Privacy Notice, currently found at https://headsuphealth.com/legal/privacy-gen/, which forms a part of these Terms.

You are accessing the Portal in a professional capacity, either as a healthcare provider, clinical staff member, or administrator (“Provider User“) authorized by an organization that has a separate written agreement with HeadsUp (the “Customer” or your “Organization“). The substantive commercial terms governing the Portal are between HeadsUp and your Organization. These Terms govern your individual access and use.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE PORTAL.

1. THE PORTAL AND ITS PURPOSE

1.1. The Portal allows Provider Users to view, track, and monitor patient health data submitted by patients or through connected devices, to support the delivery of healthcare services.

1.2. The Portal is a technology platform only. HeadsUp does not provide clinical, medical, billing, or insurance services and does not supervise or direct your clinical practice. You are solely responsible for all clinical decisions, advice, and care provided to your patients.

1.3. The Portal is not designed for continuous monitoring or emergency response. You must not rely on the Portal to identify or respond to medical emergencies.

1.4. Any billing-related information provided through the Portal is for informational purposes only. You are responsible for determining the appropriateness, coding, and reimbursability of any services you bill.

2. AI FEATURES

2.1. What AI Features Are. Certain features of the Portal use artificial intelligence and machine learning, including models provided by third-party AI providers (“AI Features“). “AI Inputs” means information you or your Provider Users submit to AI Features, including patient information. “AI Outputs” means content generated by AI Features, including summaries, suggestions, drafts, and insights.

2.2. Nature of AI Outputs. AI Outputs are advisory only. They are generated automatically and may be inaccurate, incomplete, biased, out-of-date, or fabricated (including plausible-sounding but false clinical content). AI Outputs are not diagnoses, prescriptions, or clinical recommendations issued by HeadsUp, do not reflect any clinical examination, and may vary over time for the same AI Input. AI Features are not intended to replace your independent clinical judgment.

2.3. Clinical Decision Support. AI Features are designed as clinical decision support that informs, and does not replace, clinical decision-making by a qualified healthcare professional. AI Features are not intended (a) to analyze medical images, signals, or in vitro diagnostic data; (b) to provide a specific diagnosis or treatment without independent clinician review; or (c) to be relied upon in time-critical situations where you would not have the opportunity to review the basis of an AI Output. HeadsUp does not represent the Portal as a medical device, and you must not use, describe, or promote it as one.

2.4. Your Professional Obligations. You represent, warrant, and undertake that:

a) you hold and maintain current, unrestricted professional licensure in each jurisdiction where you use the Portal, and will use AI Features only within the scope of your license, clinical competence, and applicable law, regulation, and professional standards;

b) you will exercise independent clinical judgment in reviewing each AI Output before relying on it, acting on it, or communicating it to any patient, and will verify AI Outputs against authoritative sources and the patient’s clinical record;

c) you retain sole responsibility for all clinical decisions, diagnoses, treatments, prescriptions, and patient communications, regardless of whether AI Outputs contributed to them;

d) you will obtain and document all patient consents and disclosures required by applicable law or professional standards for the use of AI-assisted tools in the patient’s care;

e) you will maintain clinical records reflecting your own clinical reasoning independent of any AI Output; and

f) you will not represent AI Outputs to any patient or third party as diagnostic or as a substitute for clinical judgment.

2.5. Prohibited Uses. You must not use AI Features:

a) to make any clinical decision without your independent review and clinical judgment;

b) in time-critical or emergency situations where independent review is not practicable;

c) to generate content delivered to a patient without your prior review and approval;

d) to provide clinical care to any person who is not your patient;

e) to circumvent safety measures or guardrails, including through prompt injection or jailbreaking;

f) to develop, train, or benchmark any competing AI model, or to reverse-engineer or extract the underlying models, weights, or prompts; or

g) in any manner inconsistent with applicable law, regulation, professional standards, or restrictions imposed by your regulator, licensing body, or professional insurer.

2.6. AI Inputs. For each AI Input, you represent and warrant that you have all rights, authorizations, and consents required under applicable law (including HIPAA, GDPR, UK GDPR, and applicable health data laws) to submit the AI Input and to permit its processing by HeadsUp and by our third-party AI providers, and that the AI Input does not infringe any third party’s rights. Your and/or your Organization’s obligations under the Business Associate Agreement and, where applicable, the Data Processing Addendum (both of which can be found at https://headsuphealth.com/legal) also apply.

2.7. AI Outputs, Third-Party Providers, and Training. As between you and HeadsUp, you may use AI Outputs in your clinical practice consistent with these Terms and applicable law. HeadsUp makes no representation that AI Outputs are unique, protectable, or non-infringing. AI Features are powered in part by third-party AI providers who process AI Inputs and AI Outputs under our agreements with them, which restrict their use to providing the Portal. We do not use, and our third-party AI providers are contractually restricted from using, AI Inputs, AI Outputs, or your data to train AI models, except where you separately opt in in writing.

2.8. Changes to AI Features. We may add, remove, modify, or replace AI models, providers, prompts, guardrails, or feature behavior at any time. We do not guarantee continuity of any AI Feature, model, or output behavior, and will provide reasonable notice of material changes we expect to materially affect your clinical use.

2.9. AI Transparency. Where AI Features generate substantive content, the Portal will identify that content as AI-generated. You must not remove or obscure those disclosures if you incorporate AI Outputs into patient records, patient communications, or content shared with any third party. Where applicable law requires disclosure to patients of AI use in their care, you are responsible for making it.

2.10. AI Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AI FEATURES AND AI OUTPUTS ARE PROVIDED “AS IS.” HEADSUP MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF ACCURACY, CLINICAL FITNESS, MEDICAL ACCURACY, NON-INFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE. HEADSUP IS NOT LIABLE FOR ANY CLINICAL DECISION, DIAGNOSIS, TREATMENT, OUTCOME, OR HARM ARISING FROM ANY USE OF, OR RELIANCE ON, AN AI OUTPUT, WHICH REMAINS AT ALL TIMES SUBJECT TO YOUR INDEPENDENT CLINICAL JUDGMENT.

3. YOUR ACCOUNT

3.1. Your Organization will invite you to register. You must provide accurate registration information, keep it current, and maintain the confidentiality of your login credentials. You are responsible for all activity under your account.

3.2. You must notify HeadsUp immediately at support@headsup.health of any unauthorized use of your account or compromise of your credentials.

3.3. You represent and warrant that:

a) you are at least 18 years old and authorized to enter into these Terms;

b) you hold all licenses, registrations, and authorizations required to perform the professional activities for which you use the Portal;

c) you will use the Portal in accordance with your professional obligations and applicable law; and

d) you are not located in, and will not access the Portal from, any country or territory subject to a comprehensive embargo or sanctions imposed by the United States, the United Nations, the United Kingdom, the European Union, or any other applicable sanctions authority, and you are not listed on any applicable list of prohibited or restricted parties (including the US Government’s Specially Designated Nationals and Blocked Persons List).

4. ACCEPTABLE USE

4.1. You may use the Portal only in connection with your authorized professional duties for your Organization and in compliance with these Terms, the Acceptable Use Policy at https://headsuphealth.com/legal (“AUP”), and applicable law.

4.2. You shall not:

a) use the Portal for personal, non-professional, or commercial purposes outside the scope of your Organization’s authorization;

b) share your credentials, allow another person to access the Portal through your account, or access another user’s account;

c) provide false or misleading information;

d) scrape, harvest, reverse engineer, decompile, or interfere with the Portal, any security measures, or any other user’s use;

e) upload, transmit, or distribute malicious code, or any content that is unlawful, infringing, defamatory, harassing, or harmful;

f) attempt to access data, accounts, or systems you are not authorized to access;

g) use the Portal in any way that violates applicable law, including data protection, professional licensing, and healthcare laws;

h) use AI Features in breach of Section 2.5;

i) submit AI Inputs in breach of Section 2.6; or

j) encourage or enable any person to do any of the above.

5. DATA AND PRIVACY

5.1. You are responsible for ensuring you have all necessary patient consents, authorizations, and legal basis to upload, process, and share patient data through the Portal, and that your use complies with applicable privacy and health-information laws and regulations.

5.2. The handling of personal data submitted to the Portal is described in our Privacy Notice currently found at https://headsuphealth.com/legal/privacy-gen/ and, where applicable, in the Business Associate Agreement or Data Processing Addendum between HeadsUp and your Organization.

5.3. HeadsUp owns all de-identified data derived from Portal use, in accordance with applicable law and the Privacy Policy.

5.4. You consent to HeadsUp processing your own personal data (e.g., name, work email, professional credentials, login activity) for the purpose of providing the Portal and managing your account, as further described in the Privacy Policy.

6. INTELLECTUAL PROPERTY

6.1. HeadsUp (and its licensors) owns all rights in the Portal. Subject to these Terms, HeadsUp grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Portal for your authorized professional purposes.

6.2. You may not use HeadsUp’s name, trademarks, or logos without prior written consent.

6.3. If you provide feedback or suggestions, you grant HeadsUp a perpetual, sublicensable, transferable, irrevocable, worldwide, royalty-free license to use them for any purpose without compensation.

7. THIRD-PARTY SERVICES AND APP STORES

7.1. The Services may link to or integrate with third-party services, websites, or applications that are governed by their own terms and privacy policies. WE ARE NOT RESPONSIBLE FOR ANY THIRD-PARTY SERVICES, WEBSITES OR APPLICATIONS AND YOUR USE OF THEM IS AT YOUR OWN RISK.

7.2. If you downloaded our app from the Apple App Store or Google Play (the “App Provider“), you acknowledge that:

a) these Terms are between you and HeadsUp, not the App Provider, and HeadsUp (not the App Provider) is solely responsible for the app;

b) the App Provider has no obligation to provide maintenance or support for the app;

c) the App Provider is not responsible for any product warranty claims, product liability claims, regulatory compliance claims, or third-party intellectual property claims relating to the app; and

d) the App Provider and its subsidiaries are third-party beneficiaries of these Terms and may enforce them against you.

7.3. Apple Product Users Only. If you downloaded the app from the Apple App Store, the license granted to you in these Terms is non-transferable and is for use of the app on any Apple products that you own or control.

8. DISCLAIMERS

8.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PORTAL IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE, OR NON-INFRINGEMENT.

8.2. WE DO NOT WARRANT THAT THE PORTAL WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM HARMFUL COMPONENTS, OR THAT DATA WILL NOT BE LOST OR CORRUPTED. YOU ARE RESPONSIBLE FOR BACKING UP DATA AS APPROPRIATE.

8.3. THE PORTAL IS NOT A MEDICAL DEVICE AND DOES NOT PROVIDE MEDICAL ADVICE. YOU ARE SOLELY RESPONSIBLE FOR ALL CLINICAL JUDGMENT AND DECISIONS.

8.4. NOTHING IN THESE TERMS EXCLUDES OR LIMITS ANY LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW IN YOUR JURISDICTION, INCLUDING WHERE APPLICABLE LAW PROHIBITS EXCLUDING OR LIMITING LIABILITY FOR DEATH OR PERSONAL INJURY, FRAUD OR FRAUDULENT MISREPRESENTATION.

9. LIMITATION OF LIABILITY

9.1. SUBJECT TO SECTION 9.4, TO THE MAXIMUM EXTENT PERMITTED BY LAW:

A) EXCLUSION OF DAMAGES. NEITHER HEADSUP NOR ITS AFFILIATES, OFFICERS, EMPLOYEES, LICENSORS, OR SUPPLIERS WILL BE LIABLE FOR ANY (I) INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR (II) LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITY, OR FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS (IN EACH CASE WHETHER SUCH LOSSES OR COSTS WOULD CONSTITUTE DIRECT DAMAGES OR INDIRECT DAMAGES UNDER APPLICABLE LAW), ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF (OR INABILITY TO USE) THE PORTAL, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT HEADSUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND

B) HEADSUP’S TOTAL LIABILITY. HEADSUP’S TOTAL AGGREGATE LIABILITY TO YOU INDIVIDUALLY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS WILL NOT EXCEED ONE HUNDRED US DOLLARS (US$100).

9.2. YOU ACKNOWLEDGE THAT THE COMMERCIAL ARRANGEMENT FOR THE PORTAL IS BETWEEN HEADSUP AND YOUR ORGANIZATION, NOT YOU INDIVIDUALLY, AND THAT YOU PAY NO FEES TO HEADSUP. THE LIMITATIONS IN THIS SECTION 9 REFLECT A REASONABLE ALLOCATION OF RISK GIVEN THIS STRUCTURE.

9.3. ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS MUST BE BROUGHT WITHIN TWO (2) YEARS AFTER THE CLAIM AROSE, EXCEPT WHERE A LONGER LIMITATION PERIOD IS REQUIRED BY APPLICABLE LAW.

9.4. NOTHING IN THIS SECTION 9, OR ANYWHERE ELSE IN THESE TERMS, EXCLUDES OR LIMITS ANY LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR:

A) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE;

B) FRAUD OR FRAUDULENT MISREPRESENTATION;

C) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, WHERE APPLICABLE LAW PROHIBITS EXCLUSION;

D) BREACH OF ANY NON-EXCLUDABLE STATUTORY RIGHT UNDER THE LAW OF YOUR JURISDICTION; OR

E) ANY OTHER LIABILITY WHICH APPLICABLE LAW PROHIBITS EXCLUDING OR LIMITING.

WHERE APPLICABLE LAW PROHIBITS OR RESTRICTS THE EXCLUSION OR LIMITATION OF ANY LIABILITY REFERRED TO IN SECTION 9.1, OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY THAT LAW.

10. INDEMNITY

To the maximum extent permitted by law, you agree to indemnify and hold harmless HeadsUp and its affiliates, officers, and employees from any losses, damages, claims, and reasonable costs (including legal fees) arising from:

a) your breach of these Terms;

b) your professional acts or omissions; and

c) your violation of any law or third-party right.

11. TERMINATION

11.1. HeadsUp may suspend or terminate your access at any time, with or without cause and with or without notice. Your Organization may also request that your access be terminated.

11.2. You may close your account by contacting support@headsup.health or your account administrator may close it via the Portal.

11.3. Provisions that by their nature survive termination (including Sections 5, 6, 8, 9, 10, 12, and 13) survive.

12. CHANGES TO THESE TERMS

We may update these Terms from time to time. We will notify you of material changes by email or via the Portal. Your continued use after the effective date constitutes acceptance.

13. GENERAL

13.1. Entire agreement. These Terms, and any other terms incorporated by reference, are the entire agreement between you and HeadsUp regarding your individual use of the Portal. Substantive commercial terms are governed by the separate agreement between HeadsUp and your Organization.

13.2. Relationship to Organization Agreement. If there is any conflict between these Terms and the agreement between HeadsUp and your Organization regarding your use of the Portal, the Organization agreement prevails as between HeadsUp and your Organization, but these Terms continue to govern your individual conduct and use.

13.3. Severability. If any provision is unenforceable, the remainder remains in force.

13.4. No waiver. Our failure to enforce any right is not a waiver.

13.5. Assignment. You may not assign these Terms. HeadsUp may assign these Terms to an affiliate or in connection with a corporate transaction.

13.6. Notices. We may give notice to you by email or in-Portal. You may contact us at support@headsup.health or by post to HeadsUp Health LLC, Attn: Legal, PO Box 190778, Miami Beach, Florida 33119, USA.

13.7. Governing law. These Terms are governed by the laws of the State of Georgia, USA, without regard to its conflict of laws principles.

13.8. Dispute Resolution.

a) Informal Resolution. Before commencing any formal proceeding, you agree to attempt in good faith to resolve any dispute by contacting support@headsup.health.

b) Binding Arbitration. Any dispute that cannot be resolved informally will be resolved by binding individual arbitration under the JAMS Comprehensive Arbitration Rules, seated in Atlanta, Georgia, USA. The arbitration will be conducted in English by a single arbitrator selected by HeadsUp. Judgment on the award may be entered in any court of competent jurisdiction.

c) Class Action Waiver. YOU AND HEADSUP WAIVE THE RIGHT TO PARTICIPATE IN ANY CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

d) Injunctive Relief Carve-Out. HeadsUp may bring proceedings for injunctive or equitable relief (including to protect its intellectual property or stop misuse of the Portal) in any court of competent jurisdiction.

e) Mandatory Local Rights. Nothing in this Section 13.8 prevents you from exercising any non-waivable right of recourse available under the mandatory laws of your jurisdiction.

13.9. No Third-Party Beneficiaries. Except as expressly stated (including in respect of App Providers under Section 7), these Terms do not create third-party beneficiary rights.