Azalea Health Terms of Use

Practice, AI, and developer terms — EHR and connected services

Field	Value
Document	Azalea Health Terms of Use (Practice Users, AI Features, Developers)
Companion document	Azalea Health Patient Terms of Use — standalone, covers patients and patient representatives
Effective date	21 September 2026
Counterparty	Azalea Health Innovations, Inc., a Delaware corporation, 6 Concourse Pkwy #2550, Atlanta, GA 30328
Binds	The individual person who signs in — practice users and developers
Acceptance	Sign-in-wrap: notice displayed immediately adjacent to the Sign In control on every covered surface
Replaces	All prior terms of use — see Section 17.1
Does not replace	Your organization’s Customer Agreement — see Section A.3

How to Read this Document

These Terms are one instrument in four parts. Part I applies to everyone. Parts II, III, and IV add terms that apply only to particular kinds of users. You are bound by Part I plus every additional Part that describes you. The Parts are printed in the order in which they are numbered, and the sections run consecutively from 1 to 45 with no gaps. The table below lists the Parts in that order.

Part	Applies to	Covers
Part I — Universal Terms (Sections 1 to 17)	Everyone who signs in to any Azalea service	Acceptance, accounts, acceptable use, IP, disclaimers, liability, arbitration, general terms
Part II — Practice Users (Sections 18 to 27)	Workforce members of a customer practice, hospital, or billing company	Relationship to the Customer Agreement, health information, de-identified data, third-party content, confidentiality
Part III — AI Features (Sections 28 to 37)	Anyone who uses an AI-enabled feature	Assistive-only use, human review, ambient documentation, training data, accuracy, prohibited uses
Part IV — Developers (Sections 38 to 45)	Anyone accessing Azalea APIs or building integrations	Registration, credentials, development guidelines mapped to ONC criteria, licence restrictions, suspension, AI integrations, indemnity

Acceptance of These Terms

These Terms of Use (“Terms”) are a binding agreement between you, the individual signing in, and Azalea Health Innovations, Inc. (“Azalea,” “we,” “us,” “our”). They govern your access to and use of the Azalea electronic health record and practice management system, and any other Azalea website, application, or service that links to these Terms (together, the “Services”). If you are a patient or a patient representative accessing the Azalea Patient Portal, these Terms do not apply to you — see the separate Azalea Health Patient Terms of Use.

A.1  How you accept. Immediately adjacent to the sign-in control on every covered surface, we display the statement: “By signing in, you agree to the Azalea Health Terms of Use and Privacy Policy.” By selecting that control and signing in, you accept these Terms. If you do not agree, do not sign in and do not use the Services.

A.2  You are accepting on your own behalf. You accept these Terms as an individual. If you are a workforce member of an organization that has a separate written agreement with Azalea, your acceptance does not create, modify, or waive any obligation of that organization, and it does not bind that organization to anything.

A.3  Order of precedence. If a conflict arises, the following order controls, from highest to lowest: (a) a Business Associate Agreement between Azalea and your organization; (b) a Master Services Agreement, order form, or other signed written agreement between Azalea and your organization (together with the BAA, the “Customer Agreement”); (c) the Part of these Terms that applies specifically to you; (d) Part I of these Terms. Nothing in these Terms reduces any right your organization has under a Customer Agreement.

A.4  Changes to these Terms. We may update these Terms. If a change is material, we will give notice at least fifteen (15) days before it takes effect, by posting the updated Terms with a new effective date and by presenting the updated Terms at sign-in. Continued use of the Services after the effective date of a change means you accept the change. If you do not accept a change, stop using the Services; your organization’s rights and obligations continue to be governed by its Customer Agreement.

Part I — Terms That Apply to Everyone

1. Definitions

The following terms have the meanings given below. Terms defined in a Customer Agreement have the same meaning here unless stated otherwise.

Account Information — the information associated with your user account, including your name, role, contact information, credentials, and audit records of your activity in the Services.

AI Feature — any function of the Services that uses artificial intelligence, machine learning, a large language model, or a comparable automated technique to generate, summarize, classify, transcribe, draft, extract, or recommend. See Part III.

API Documentation — the technical specifications, reference material, and implementation guidance Azalea publishes for its application programming interfaces at https://dev.azaleahealth.com/, as updated from time to time. The API Documentation, including the API Technical Requirements described in Section 38.4, is operational material and is not part of these Terms.

Customer — the practice, hospital, billing company, health system, or other organization that has entered into a Customer Agreement with Azalea.

Customer Agreement — the Business Associate Agreement, Master Services Agreement, order form, or other signed written agreement between Azalea and a Customer.

De-Identified Information — health information that has been de-identified in accordance with 45 C.F.R. § 164.514(b), so that it does not identify an individual and there is no reasonable basis to believe it can be used to identify an individual.

Health Information — individually identifiable health information, including Protected Health Information as defined at 45 C.F.R. § 160.103, that is created, received, maintained, or transmitted in the Services.

Patient User — a patient, or a person authorized to act for a patient, who accesses the Patient Portal. Patient Users are governed by the separate Azalea Health Patient Terms of Use, not by this document; this term is defined here only because it is used in Section 12.3.

Practice User — a workforce member of a Customer — employee, contractor, volunteer, or other individual under the Customer’s direction — who accesses the Services in that capacity. See Part II.

Services — the Azalea EHR and practice management system, and any other Azalea website, application, or service that links to these Terms. It does not include the patient-facing Azalea Patient Portal, which is governed by the separate Azalea Health Patient Terms of Use.

2. Eligibility and Authority

2.1  You must be at least 18 years old to accept these Terms.

2.2  If you access the Services on behalf of another person or an organization, you represent that you have the legal authority to do so.

2.3  You may not use the Services if you are excluded from participation in a federal or state health care program, or if applicable law prohibits your use.

3. Your Account and Credentials

3.1  Your credentials are personal to you. You may not share, transfer, lend, or permit another person to use your user ID, password, token, badge, or any other authentication factor.

3.2  You are responsible for all activity that occurs under your credentials, whether or not you authorized it, except to the extent the activity results from Azalea’s failure to meet its own security obligations.

3.3  You will notify Azalea immediately at security@azaleahealth.com if you know or suspect that your credentials have been compromised, or that anyone has accessed the Services without authorization.

3.4  You will keep your Account Information accurate and current, and you will not misrepresent your identity, role, credentials, licensure, or authority.

3.5  We may require multi-factor authentication and may set session timeout, password complexity, and re-authentication requirements. You will not circumvent them.

4. Acceptable Use

4.1  You will use the Services only for their intended purpose, only in the role assigned to you, and only in a manner consistent with applicable law and any applicable Customer Agreement.

4.2  You will access only the information you need for the task you are performing. Curiosity is not a permitted purpose. Accessing a record without a legitimate business or treatment reason is a violation of these Terms and may violate federal and state law.

4.3  You will not use the Services to harass, defame, threaten, or discriminate against any person.

5. Prohibited Conduct

You will not, and will not attempt to:

gain unauthorized access to the Services, any account, or any connected network or system;

probe, scan, or test the vulnerability of the Services, or bypass any security, authentication, rate limit, or access control, except under a written authorized-testing agreement with Azalea;

use bots, scrapers, crawlers, or other automated means to access the Services, except through an Azalea API in accordance with Part IV;

introduce malware, ransomware, or other harmful code, or interfere with or disrupt the Services or the infrastructure supporting them;

copy, mirror, reverse engineer, decompile, disassemble, or create derivative works from the Services or any part of them, except to the extent applicable law prohibits that restriction;

remove, obscure, or alter any proprietary notice, watermark, audit marking, or attribution;

resell, sublicense, rent, or provide the Services to a third party as a service bureau, except as expressly permitted in a Customer Agreement;

use the Services to develop, train, benchmark, or evaluate a competing product, or to extract data for that purpose;

submit information you know or have reason to believe is false, misleading, or materially inaccurate;

export, download, or transmit data out of the Services except as your role, your organization’s policies, and applicable law permit;

use the Services in any way that violates applicable local, state, federal, or international law or regulation.

6. Intellectual Property; Feedback

6.1  The Services, and all software, content, interfaces, documentation, page layout, graphics, logos, and the Azalea Health name and marks, are owned by Azalea or its licensors and are protected by intellectual property law. These Terms grant you a limited, revocable, non-exclusive, non-transferable right to access and use the Services in your assigned role, and nothing more. All rights not expressly granted are reserved.

6.2  Health Information entered into the Services is not Azalea content. As between Azalea and the Customer, the Customer retains all rights in its Health Information, subject to the Customer Agreement and the Business Associate Agreement. Section 23 states the standard by which De-Identified Information is created and the prohibition on re-identification; it does not itself grant Azalea any right in Health Information or in De-Identified Information.

6.3  If you send us feedback, suggestions, bug reports, or feature ideas, you grant Azalea a perpetual, irrevocable, worldwide, royalty-free right to use them for any purpose without obligation or attribution to you. Do not include Health Information in feedback.

7. Third-Party Services and Links

7.1  The Services may link to, embed, or interoperate with third-party websites, applications, clearinghouses, labs, payment processors, and other services. Those are controlled by third parties, not by Azalea.

7.2  We are not responsible for the content, accuracy, availability, security, or practices of any third-party service, and a link or integration is not an endorsement. Your use of a third-party service is governed by that third party’s terms.

7.3  Where a third party acts as Azalea’s subcontractor or subprocessor in providing the Services, Azalea remains responsible for that party as required by the applicable Business Associate Agreement and applicable law.

8. Privacy

8.1  Our handling of personal information through the Services is described in the Azalea Health Privacy Policy at https://azaleahealth.com/privacy-policy/, which is incorporated into these Terms by reference.

8.2  Where Azalea acts as a business associate of a Customer, its use and disclosure of Health Information is governed by the applicable Business Associate Agreement, which controls over any conflicting provision of the Privacy Policy or these Terms.

9. Availability, Maintenance, and Changes

9.1  We may modify, add, or discontinue features of the Services. Where a Customer Agreement sets notice or service-level commitments for such changes, those commitments control as to the Customer.

9.2  The Services may be unavailable during scheduled maintenance, and may be interrupted by events outside our control. We will use commercially reasonable efforts to give advance notice of scheduled maintenance.

9.3  You are responsible for maintaining downtime procedures appropriate to your role and to patient safety. Do not rely on continuous availability of the Services for time-critical clinical decisions.

10. Suspension and Termination of Access

10.1  We may suspend or terminate your individual access to the Services immediately, with or without notice, if we determine that you have violated these Terms, that your access may jeopardize the security, privacy, integrity, or availability of the Services or of any information in them, that anyone may be making unauthorized use of your credentials, or that suspension is required by law or by an order of a governmental authority.

10.2  Your access ends automatically when your employment or engagement with the Customer ends, or when the Customer removes your authorization.

10.3  Suspension or termination of your individual access does not by itself terminate any Customer Agreement, and does not waive any right Azalea has under a Customer Agreement.

10.4  On termination, you will stop using the Services and will not retain, copy, or remove any information from the Services except as your organization’s policies and applicable law permit.

10.5  Sections 5, 6, 11, 12, 13, 14, 15, 16, and 17, and any provision that by its nature should survive, survive termination.

11. Disclaimer of Warranties

11.1  THE SERVICES AND ALL CONTENT IN THEM ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT. AZALEA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT DEFECTS WILL BE CORRECTED.

11.2  CARRIER LINES. YOU ACKNOWLEDGE THAT ACCESS TO THE SERVICES IS PROVIDED OVER COMMUNICATIONS FACILITIES OWNED, MAINTAINED, AND SERVICED BY THIRD-PARTY CARRIERS, UTILITIES, AND INTERNET SERVICE PROVIDERS, ALL OF WHICH ARE BEYOND AZALEA’S CONTROL. AZALEA ASSUMES NO LIABILITY FOR THE INTEGRITY, PRIVACY, SECURITY, CONFIDENTIALITY, OR USE OF INFORMATION WHILE IT IS TRANSMITTED ON THOSE FACILITIES, OR FOR ANY DELAY, FAILURE, INTERRUPTION, INTERCEPTION, LOSS, OR CORRUPTION OF DATA ATTRIBUTABLE TO THAT TRANSMISSION.

11.3  OTHER USERS. OTHER USERS HAVE ACCESS TO THE SERVICES AND HAVE COMMITTED TO COMPLY WITH THESE TERMS, BUT THEIR ACTIONS ARE BEYOND AZALEA’S CONTROL. AZALEA DOES NOT ASSUME LIABILITY FOR ANY IMPAIRMENT OF THE PRIVACY, SECURITY, CONFIDENTIALITY, INTEGRITY, AVAILABILITY, OR RESTRICTED USE OF INFORMATION RESULTING FROM ANOTHER USER’S ACTS OR OMISSIONS, INCLUDING A USER’S MISREPRESENTATION OF IDENTITY, CREDENTIALS, OR PURPOSE.

11.4  YOU ARE SOLELY RESPONSIBLE FOR ANY ACT OR OMISSION TAKEN IN RELIANCE ON THE SERVICES OR ON INFORMATION IN THEM, INCLUDING INACCURATE OR INCOMPLETE INFORMATION, AND FOR VALIDATING THE ACCURACY OF ALL OUTPUT AND REPORTS.

11.5  Some jurisdictions do not allow the exclusion of certain warranties. To the extent an exclusion in this Section is prohibited by law that applies to you, it does not apply to you and the remaining exclusions continue in effect.

12. Limitation of Liability

12.1  TO THE MAXIMUM EXTENT PERMITTED BY LAW, AZALEA AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF USE, OR LOSS OR CORRUPTION OF DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2  AS TO A PRACTICE USER, AZALEA’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS IS LIMITED TO THE AGGREGATE FEES ACTUALLY PAID TO AZALEA BY THE CUSTOMER FOR THE SIX (6) MONTH PERIOD PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM. THAT LIMIT IS SHARED AMONG ALL PRACTICE USERS OF THE SAME CUSTOMER AND IS NOT PER-USER. WHERE THE APPLICABLE CUSTOMER AGREEMENT CONTAINS A LIMITATION OF AZALEA’S LIABILITY, THAT LIMITATION SUPERSEDES AND REPLACES THE LIMIT STATED IN THIS SECTION IN ITS ENTIRETY AND GOVERNS ANY CLAIM BROUGHT UNDER THESE TERMS, WHETHER IT IS HIGHER OR LOWER THAN THE LIMIT STATED ABOVE. THE LIMIT STATED IN THIS SECTION APPLIES ONLY WHERE NO LIMITATION OF AZALEA’S LIABILITY IN A CUSTOMER AGREEMENT APPLIES TO THE CLAIM.

12.3  AS TO A PATIENT USER, LIABILITY IS GOVERNED BY THE SEPARATE AZALEA HEALTH PATIENT TERMS OF USE, NOT BY THIS DOCUMENT.

12.4  Nothing in this Section limits liability that cannot be limited under applicable law, including liability for gross negligence, willful misconduct, fraud, or personal injury or death caused by negligence.

12.5  These limitations apply even if a limited remedy fails of its essential purpose, and they reflect an agreed allocation of risk that is a basis of the bargain between the parties.

13. Indemnification

13.1  You will indemnify, defend, and hold harmless Azalea and its officers, directors, employees, and agents from and against any third-party claim, liability, damage, loss, or expense (including reasonable attorneys’ fees) arising out of or relating to your breach of these Terms, your misuse of the Services, your access to information you were not authorized to access, or your violation of applicable law or the rights of a third party.

13.2  Patient indemnification, if any, is governed by the separate Azalea Health Patient Terms of Use, not by this document.

13.3  Azalea will promptly notify you of any claim for which it seeks indemnification and will cooperate at your expense. You will control the defense with counsel of your choosing, subject to Azalea’s reasonable approval. Azalea may instead assume sole control of the defense and settlement of an indemnified claim, at your expense, where the claim seeks relief other than money damages, alleges that Azalea violated a law or regulation, is based on Azalea’s own acts or omissions, or is brought by a government or regulatory authority. Azalea may also participate in any defense with its own counsel at its own expense. You may not settle a claim in a way that imposes an obligation or admission on Azalea without its written consent. Where Azalea controls the defense, it may settle the claim on terms that fully release you and that impose no admission and no non-monetary obligation on you.

14. Governing Law and Venue

14.1  These Terms, and any dispute arising out of or relating to them or to the Services, are governed by the laws of the State of Georgia, without regard to its conflict-of-laws principles.

14.2  Subject to Section 15, any action or proceeding that may properly be brought in court will be brought exclusively in the state or federal courts located in Fulton County, Georgia, and each party consents to personal jurisdiction and venue there.

14.3  Nothing in this Section deprives you of the protection of any mandatory consumer protection law of the state in which you reside that cannot be waived by agreement.

14.4  The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15. Binding Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY DECIDE YOUR CLAIMS. IT ALSO CONTAINS A CLASS ACTION WAIVER AND A BATCHING PROCEDURE THAT APPLIES WHEN MANY SIMILAR CLAIMS ARE FILED TOGETHER.

15.1  Scope. Any dispute, claim, or controversy arising out of or relating to these Terms or to your use of the Services — including the breach, termination, enforcement, interpretation, or validity of these Terms, and including the determination of the scope or applicability of this agreement to arbitrate — will be resolved by binding arbitration and not in court, except as stated in Sections 15.7 and 15.8.

15.2  Informal resolution first. Before starting an arbitration, you will send a written notice of dispute to legal@azaleahealth.com describing the claim and the relief sought, and we will do the same to you. The parties will attempt in good faith to resolve the dispute for sixty (60) days after the notice. This period tolls any applicable limitations period.

15.3  Administrator and rules. The arbitration will be administered by JAMS before a single arbitrator under the JAMS Comprehensive Arbitration Rules and Procedures.

15.4  Seat and hearing location. The seat of the arbitration is Atlanta, Fulton County, Georgia.

15.5  Class action and mass arbitration waiver. Subject to Section 15.13. Claims will be brought only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, coordinated, or representative proceeding. The arbitrator may not consolidate the claims of more than one person and may not preside over any form of representative proceeding. The arbitrator may award relief only to the individual party seeking relief and only to the extent necessary to provide relief on that party’s individual claim.

15.6  No opt-out under these Terms. These Terms do not provide a right to opt out of this Section 15. A thirty (30) day right to opt out of arbitration is provided to patients and patient representatives under the Azalea Health Patient Terms of Use, which is a separate instrument.

15.7  Small claims. Either party may bring an individual claim in small claims court if the claim qualifies and remains in that court.

15.8  Provisional and injunctive relief. This Section does not prevent either party from seeking provisional remedies in aid of arbitration, or injunctive relief for actual or threatened infringement or misuse of intellectual property or confidential information, from a court of competent jurisdiction.

15.9  Fees. Arbitration fees will be allocated under the applicable JAMS rules.

15.10  Severability and blow-up. If Section 15.5 is found unenforceable as to a particular claim or request for relief, that claim or request will be severed and heard in a court of competent jurisdiction under Section 14, and the remainder of this Section 15 continues to apply to all other claims. If any other provision of this Section is found unenforceable, it will be severed and the remainder of this Section continues in effect.

15.11  Judgment. Judgment on the award may be entered in any court having jurisdiction.

15.12  Claims that accrued before acceptance. Section 15 applies prospectively. A claim that accrued before the date you accept these Terms remains subject to whatever governing-law, venue, and dispute-resolution provisions applied to it when it accrued, unless both parties agree in writing otherwise. Accepting these Terms does not move the forum or the arbitral seat for any such claim.

15.13  Batching of similar claims. If twenty-five (25) or more claims of a substantially similar nature are filed against Azalea by or with the assistance of the same counsel or coordinated counsel within a ninety (90) day period, those claims will be resolved in sequential batches. The parties’ counsel will each select twenty-five (25) claims per batch, and only those fifty (50) claims will be filed and adjudicated. Filing fees for the remaining claims are stayed, and the limitations period for those claims is tolled, until their batch is reached. After each batch, the parties will engage in a single global mediation before the next batch proceeds. A claimant who does not wish to proceed on this basis may bring the claim in small claims court under Section 15.7 if the claim qualifies and remains in that court.

16. Notices

16.1  Azalea may give you notice by email to the address associated with your account, by posting in the Services, or by presenting notice at sign-in. Notice is effective when sent or posted. You are responsible for keeping your email address current.

16.2  You may give Azalea notice at Azalea Health Innovations, Inc., Attn: Legal, 6 Concourse Pkwy #2550, Atlanta, GA 30328, or by email to legal@azaleahealth.com. Notice to Azalea is effective on receipt.

17. General Provisions

17.1  Supersession. As to you individually, these Terms supersede and replace in their entirety all prior terms of use and similar agreements concerning individual use of the Services, whether or not you accepted them. They do not supersede, replace, or modify any Customer Agreement, and they do not affect any right or obligation that accrued before the date you accept these Terms. Organizational obligations — including insurance, term, termination, and fees — are not addressed by these Terms and remain governed by the Customer Agreement.

17.2  Assignment. You may not assign or transfer these Terms or any right under them. Azalea may assign these Terms to an affiliate or in connection with a merger, acquisition, reorganization, or sale of assets.

17.3  Force majeure. Neither party is in breach for a failure to perform caused by an event beyond its reasonable control, including severe weather, natural disaster, labor unrest, power or telecommunications failure, civil or military emergency, cyberattack, epidemic, or act of a legislative, judicial, executive, or administrative authority.

17.4  Severability. If a provision of these Terms is held invalid, void, or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or if that is not possible, severed, and the remaining provisions continue in full force and effect.

17.5  Waiver. No term is waived and no breach excused unless the waiver is in writing and signed by the party claimed to have waived it. A waiver of one breach is not a waiver of any other or subsequent breach.

17.6  No third-party beneficiaries. These Terms confer no right, remedy, obligation, or liability on any person other than the parties and their permitted successors and assigns.

17.7  Entire agreement. These Terms, together with the Privacy Policy and any Part that applies to you, are the entire agreement between you and Azalea about your individual use of the Services, and supersede any prior or contemporaneous understanding on that subject.

17.8  Interpretation. Headings are for convenience only. “Including” means “including without limitation.” These Terms will not be construed against the drafter.

17.9  Government users. If you are an agency or instrumentality of the United States Government, the Services are “commercial computer software” and “commercial computer software documentation” under FAR 12.212 and DFARS 227.7202, licensed with only the rights granted here.

17.10  Electronic contracting. You consent to transact with Azalea electronically and agree that your electronic acceptance, electronic signature, and records of your acceptance have the same legal effect as a handwritten signature under the federal E-SIGN Act and applicable state law.

Part II — Additional Terms for Practice Users

This Part applies to you if you access the Services as a workforce member of a Customer — as an employee, contractor, volunteer, student, or other individual acting under the Customer’s direction. It applies in addition to Part I.

18. Relationship to the Customer Agreement

18.1  Your Customer has a separate written agreement with Azalea. That agreement, not these Terms, governs the commercial relationship — fees, service levels, term, renewal, termination, insurance, data ownership, and data return on exit.

18.2  These Terms govern your individual conduct in the Services. Where a Customer Agreement and these Terms address the same subject, the Customer Agreement controls as to the Customer, and these Terms control as to you personally, to the extent they are not inconsistent.

18.3  You will comply with your Customer’s own policies governing use of the Services. Where your Customer’s policy is stricter than these Terms, follow the stricter rule.

19. Your Role as Workforce

19.1  You acknowledge that your Customer is a covered entity or business associate under HIPAA, that you are a member of its workforce for that purpose, and that your use of Health Information in the Services is subject to HIPAA, the HITECH Act, and applicable state law.

19.2  You will access, use, and disclose Health Information only as permitted by your Customer’s policies, the applicable Business Associate Agreement, and applicable law, and only to the minimum extent necessary for the purpose.

19.3  You will not represent yourself as holding a license, credential, role, or authority you do not hold, and you will not act outside your scope of practice in the Services.

19.4  You will complete any training your Customer or Azalea reasonably requires as a condition of access.

20. Health Information — Permitted Uses and Disclosures

20.1  The purpose of the Services is to store the Customer’s Health Information, make it available to the Customer and its authorized workforce, and facilitate the sharing of individuals’ health information as permitted by law. Azalea’s use and disclosure of Health Information as the Customer’s business associate is governed by the Business Associate Agreement and, where applicable, by the Customer Agreement.

20.2  Subject to the Business Associate Agreement, Azalea may: permit access to Health Information by the Customer and its authorized workforce; permit access by health care providers and their business associates for treatment; disclose or permit access by health plans, clearinghouses, medical groups, independent practice associations, and other parties responsible for payment and their business associates for the purpose of obtaining payment; de-identify Health Information and, to the extent the Customer Agreement permits it, use and disclose the resulting De-Identified Information, with de-identification performed as described in Section 23; create and disclose limited data sets for any purpose for which the Customer may disclose a limited data set, and, where the Customer Agreement grants Azalea that authority, enter into data use agreements on the Customer’s behalf for that purpose; aggregate Health Information with that of other customers and share aggregated information; and use Health Information for the proper management and administration of the Services and Azalea’s business and to carry out its legal responsibilities, including permitting access by contracted developers under appropriate confidentiality agreements.

20.3  Azalea will not make or permit any use or disclosure of Health Information that would violate the HIPAA Privacy Rule if made by the Customer, except as expressly permitted by 45 C.F.R. § 164.504(e)(2)(i)(A) for Azalea’s own management and administration and legal responsibilities, and except for aggregation as permitted by 45 C.F.R. § 164.504(e)(2)(i)(B).

20.4  This Section is descriptive, not operative. It describes permissions that, where they exist, exist under the Business Associate Agreement or the Customer Agreement. It does not itself grant any permission. A Practice User is a workforce member of the Customer and cannot authorize the Customer’s uses or disclosures of Health Information; accordingly, your acceptance of these Terms does not authorize, ratify, confirm, or enlarge any use or disclosure of Health Information. Where the Business Associate Agreement does not permit something listed in 20.2, Azalea will not do it, and nothing in this Section may be read to say otherwise.

20.5  Reliance on other users. In granting access for the purposes described above, Azalea relies on the assurances of recipients as to their identity and credentials, the purpose of their access, and the scope of information they will access. The Services contain technical safeguards against misuse, but rely substantially on the representations and undertakings of users. Azalea is not responsible for unlawful access to or use of Health Information by any user resulting from that user’s misrepresentation to Azalea or that user’s breach of these Terms.

21. Specially Protected Information

21.1  Azalea applies the standards of the HIPAA Privacy Rule in permitting access to the Services. Other federal and state laws impose additional restrictions on certain categories of health information — including substance use disorder records under 42 C.F.R. Part 2, mental health records, HIV and other communicable disease status, genetic information, and reproductive health information — and on information about certain classes of individuals.

21.2  The Customer is solely responsible for ensuring that Health Information may properly be disclosed for the purposes described in Section 20. The Services do not provide controls that segregate, suppress, or restrict Health Information by sensitivity category, and cannot enforce a restriction that applies to one category of information but not another. You will not place into the Services any information subject to a restriction on use or disclosure beyond the general restrictions of the Privacy Rule.

21.3  You will obtain, or confirm that your Customer has obtained, any consent, authorization, or release required to make an individual’s health information available through the Services for the purposes described in Section 20.

21.4  You will not place into the Services any information you know or have reason to believe is false or materially inaccurate.

22. Individuals’ Rights

22.1  The Customer is solely responsible for affording individuals their rights with respect to the Customer’s Health Information, including the rights of access, amendment, accounting of disclosures, and restriction.

22.2  You will not undertake to afford an individual any right with respect to information in the Services other than your Customer’s own Health Information.

22.3  You will route any individual request that Azalea receives and forwards, or that you receive directly, to your Customer’s designated privacy contact within the time frames HIPAA requires.

23. De-Identified Information

23.1  De-identification will be performed in accordance with 45 C.F.R. § 164.514(b). Where a Customer Agreement permits De-Identified Information to be licensed, sold, or used to develop, train, or evaluate a model, de-identification for that purpose will be performed by the expert determination method at § 164.514(b)(1) and supported by a documented re-identification risk analysis. Azalea will not attempt to re-identify De-Identified Information, and will contractually prohibit recipients from attempting to re-identify it or to contact the individuals it concerns.

24. Third-Party Content in the Services

24.1  The Services may display information supplied by third parties, including information about therapies, products, clinical services, coverage, and patient affordability or assistance programs. That information is supplied by the third party. It is not Azalea’s clinical recommendation and is not a substitute for your professional judgment.

24.2  Azalea may receive compensation from a third party for making that party’s information available through the Services.

24.3  Azalea may use automated processes, including AI Features, to determine which third-party information is shown to you. The inputs to that determination are limited to your Account Information and role, your configuration and use of the Services, and De-Identified Information.

24.4  Azalea does not use Protected Health Information to select or tailor third-party information, and does not sell Protected Health Information for that purpose.

24.5  Except as expressly permitted by these Terms or a Customer Agreement, Azalea will not disclose to any third party any information that identifies you in order to enable that third party to market its products or services to you directly.

24.6  Third-party information under this Section is displayed only to Practice Users. Azalea does not display third-party information in the Patient Portal.

24.7  You may not opt out of operational notifications about the Services you use, including release notes, maintenance windows, security advisories, and regulatory change notices. This Section governs operational notifications only. It does not govern promotional or marketing email, which is not sent as part of the Services and is subject to the separate requirements of the law applicable to commercial email, including its unsubscribe requirements. Declining promotional email does not stop the operational notifications described in this Section, and nothing in this Section limits any right you have to decline promotional email.

25. Confidentiality

25.1  You may receive information that is confidential to Azalea, to your Customer, or to another customer — including software, security architecture, audit findings, pricing, configuration, and non-public product plans. You will hold it in confidence, use it only for its intended purpose, and not disclose it.

25.2  This obligation does not apply to information that is or becomes public through no fault of yours, that you rightfully knew without restriction before disclosure, or that you are legally compelled to disclose, provided you give prompt notice where lawful.

25.3  Nothing in these Terms prohibits you from reporting a suspected violation of law to a government agency, from participating in a government investigation, or from making any disclosure protected under whistleblower law. Nothing here waives immunity under 18 U.S.C. § 1833(b) for confidential disclosure of a trade secret to a government official or attorney solely for the purpose of reporting a suspected violation of law.

26. Computer Systems and Endpoint Security

26.1  You are responsible for the devices, browsers, operating systems, and network connections you use to access the Services, and for meeting the minimum requirements Azalea publishes.

26.2  You will keep your devices patched, protected by current anti-malware where applicable, encrypted at rest where they store or cache Health Information, and locked when unattended.

26.3  You will not access the Services from a shared, public, or unmanaged device in a way that leaves Health Information accessible to another person, and you will not store, export, or cache Health Information on a personal device except as your Customer’s policy expressly permits.

26.4  You will not install or connect software, browser extensions, scripts, or automation tools that capture, transmit, or process data from the Services outside the Services, except as your Customer and Azalea have approved. This Section does not apply to assistive or accessibility technology used by an individual to access the Services.

27. Responsibility for Other Users and for Your Own Access

27.1  Azalea is not responsible for the acts or omissions of your Customer, of other users, or of any other customer of Azalea.

27.2  Your Customer, not Azalea, determines your role, your permissions, and the scope of information you may see. Requests to change your access go to your Customer’s administrator, not to Azalea.

27.3  Azalea logs access to the Services and makes audit records available to your Customer. You have no expectation of privacy in your use of the Services.

27.4  Proxy and representative access. Your Customer determines whether any person is given access to another individual’s record, the scope of that access, and when it ends. Azalea does not restrict portal information by category or sensitivity for this purpose, and does not terminate proxy or representative access automatically on any date or at any age. Determining whether such access is and remains lawful — including under state laws governing a minor’s consent to and confidentiality of care, and on a patient’s attainment of the age of majority — and revoking access when it is not, is the Customer’s responsibility.

Part III — Additional Terms for AI-Enabled Features

This Part applies to you whenever you use an AI Feature. It applies in addition to Part I and to any other Part that describes you.

28. What AI Features Are

28.1  The Services include features that use artificial intelligence — including ambient documentation, clinical and administrative summarization, note drafting, coding suggestions, message drafting, search, chat assistants, and data extraction. Which AI Features are available to you is determined by your Customer’s configuration and your assigned permissions.

28.2  AI Features may be provided by Azalea, by a third-party model provider acting as Azalea’s subcontractor, or by a third-party application your Customer has chosen to connect.

29. Assistive Only; Human Review Is Required

29.1  AI Features are assistive tools. They do not practice medicine, do not exercise clinical judgment, and are not a substitute for the judgment of a qualified professional. You are responsible for every entry, order, claim, code, and communication you accept, sign, or send, whether or not an AI Feature drafted it.

29.2  You will review AI-generated output for accuracy, completeness, and appropriateness before relying on it, signing it, incorporating it into a record, submitting it to a payer, or sending it to a patient. Accepting AI output without review is a violation of these Terms.

29.3  You will not use an AI Feature to make, or to automate, a decision that requires professional judgment — including diagnosis, treatment selection, medication dosing, triage acuity, discharge, or medical necessity determination — without independent professional review of that decision.

29.4  Where an AI Feature is used to draft a clinical note, the signing clinician remains the author of the note for all legal, licensure, and billing purposes.

30. Ambient Documentation and Recording

30.1  Some AI Features capture audio of a clinical encounter and generate a draft note from it. Before using such a feature, you will obtain any consent to record required by the law of every state in which a participant is located, and will follow your Customer’s consent policy.

30.2  Many states require the consent of all parties to record a conversation. You are responsible for knowing which rule applies to your encounter and for documenting consent.

30.3  You will not use an ambient feature to record a conversation that is not a clinical encounter, and will not record any person who has declined to be recorded.

30.4  Obtaining, documenting, and retaining consent to record is your responsibility and your Customer’s. Azalea does not obtain consent on your behalf, does not determine which state’s law applies to a particular encounter, and does not verify that consent was obtained before an ambient feature is used. By using an ambient feature for an encounter, you confirm that every consent required for that encounter has been obtained. Azalea is not responsible for a failure to obtain, document, or retain that consent.

31. Inputs, Outputs, and Ownership

31.1  “Input” means the data you submit to or that an AI Feature reads in order to generate a result. “Output” means what the AI Feature produces.

31.2  As between Azalea and the Customer, Output that is incorporated into the Customer’s record is the Customer’s data, on the same terms as any other Health Information in the Services, and is subject to the Business Associate Agreement.

31.3  Output is generated by statistical models and may be identical or similar to output generated for another user. Azalea makes no claim of exclusivity in Output and does not warrant that Output is original or non-infringing.

31.4  Azalea retains all rights in the AI Features themselves, including models, prompts, weights, configurations, and evaluation data.

32. Model Training and Improvement

32.1  Azalea and the model providers and other service providers Azalea engages may use information derived from your use of the Services to develop, train, evaluate, and improve models and services, in each case only where that information has first been de-identified in accordance with 45 C.F.R. § 164.514 and only where a written agreement with Azalea expressly permits it.

32.2  Your Customer may have additional rights concerning training and data use under its Customer Agreement. Those rights control.

32.3  Where the applicable Customer Agreement permits it, De-Identified Information created from Health Information in the Services may be used to develop, train, evaluate, and improve models, including models that Azalea licenses, sells, or otherwise commercialises. Where a Customer Agreement prohibits that use, Azalea will not make it as to that Customer’s information. Section 23 states the de-identification standard and the prohibition on re-identification. These Terms do not themselves grant Azalea any right in De-Identified Information.

33. Accuracy, Limitations, and Bias

33.1  AI FEATURES CAN PRODUCE OUTPUT THAT IS INACCURATE, INCOMPLETE, OUTDATED, INTERNALLY INCONSISTENT, OR ENTIRELY FABRICATED WHILE APPEARING CONFIDENT AND WELL-FORMED. THEY CAN OMIT MATERIAL FACTS PRESENT IN THE SOURCE DATA. THEY CAN MISATTRIBUTE INFORMATION BETWEEN SPEAKERS OR BETWEEN PATIENTS. THEY CAN REFLECT BIAS PRESENT IN THE DATA ON WHICH THEY WERE TRAINED, AND THEIR PERFORMANCE CAN VARY ACROSS POPULATIONS, DIALECTS, ACCENTS, AND CLINICAL SETTINGS.

33.2  AI FEATURES ARE PROVIDED WITHOUT WARRANTY OF ACCURACY, RELIABILITY, OR FITNESS FOR ANY CLINICAL, CODING, BILLING, OR COMPLIANCE PURPOSE. SECTIONS 11 AND 12 APPLY IN FULL TO AI FEATURES.

33.3  You will not rely on an AI Feature in a way that would disadvantage a patient on the basis of a protected characteristic.

33.4  Evaluation of an AI Feature, whether before release or in production, does not make Output correct in any particular instance and does not shift the review obligation in Section 29.

34. Prohibited Uses of AI Features

You will not:

use an AI Feature to generate documentation for an encounter that did not occur, or to embellish, upcode, or fabricate clinical detail;

present AI-generated content to a patient as having been reviewed by a clinician when it has not;

use an AI Feature to draft a claim, appeal, or attestation you have not independently verified;

attempt to extract, reconstruct, or reverse engineer a model, its weights, its prompts, or its training data;

submit prompts designed to bypass safety controls, extract another customer’s data, or cause the feature to exceed your assigned permissions;

connect an unapproved third-party AI tool to the Services, or paste Health Information into an external AI service;

use an AI Feature to make an employment, credentialing, coverage, or benefits determination about any individual;

represent to any third party that Output is a clinical determination made by Azalea.

35. Regulatory Status

35.1  Azalea does not offer the AI Features as medical devices. Where a feature falls within an exemption or enforcement-discretion policy of the U.S. Food and Drug Administration, including the clinical decision support criteria at 21 U.S.C. § 360j(o), Azalea intends and relies on that status, which depends in part on the reviewing professional’s ability to independently evaluate the basis for the recommendation.

35.2  You will not use an AI Feature in a manner inconsistent with Section 35.1 — including using it to acquire or process a signal from a medical device, or to direct treatment without independent professional review — which could alter the feature’s regulatory status.

36. Logging, Audit, and Transparency

36.1  Azalea logs use of AI Features, including which feature was invoked, by whom, and against which record, and makes those logs available to your Customer.

36.2  Your Customer may disable any AI Feature for its organization or for individual users.

37. Changes to and Withdrawal of AI Features

37.1  AI Features change frequently. Azalea may add, modify, retrain, replace, or withdraw an AI Feature or an underlying model at any time, and behavior may change without a change to these Terms.

37.2  Azalea will give notice of a material change to an AI Feature that affects clinical documentation, coding, or patient-facing output, on the notice terms in the applicable Customer Agreement or, absent those, at least fifteen (15) days in advance where practicable.

37.3  An AI Feature may be offered as a preview, beta, or evaluation feature. A preview feature is provided without any service level commitment, may be withdrawn without notice, and must not be used for a purpose where an error would affect patient care or a submitted claim.

Part IV — Additional Terms for Developers and Integrators

38. Scope of This Part; Relationship to Other Terms

38.1  This Part applies to you if you access an Azalea application programming interface, register a developer account, or build, submit, or operate an application or integration that connects to the Services. It applies in addition to Part I and to any other Part that describes you.

38.2  This Part states the entire terms on which Azalea makes its APIs available and replaces all prior developer and API terms. Any reference in another agreement to Azalea’s API terms of use means this Part IV.

38.3  Nothing in this Part reduces the obligations in Sections 3, 4, 5, 25, 26, 34, or 35.

38.4  The API Technical Requirements — including rate limits, call quotas, input and output parameters, endpoint availability, deprecation schedules, sandbox configuration, and branding assets — are published separately at https://dev.azaleahealth.com/ and may change without notice. They are operational specifications and are not part of these Terms. A change to the API Technical Requirements is not a material change to these Terms under Section A.4.

39. Developer Registration, Credentials, and Access

39.1  You must hold both an Azalea user account and an Azalea Developer Portal account to access the API. You will provide current, complete, and accurate registration information and will update it promptly when it changes.

39.2  Azalea issues a unique client identifier for each application you submit. API credentials and client identifiers are issued to a named developer or application. You will not sell, transfer, sublicense, or disclose your account, client identifier, or credentials to any other party, and you will not use a client identifier for more than one application. You are responsible for the confidentiality of your account and credentials, will rotate credentials on the schedule Azalea publishes, and will rotate immediately on suspected compromise.

39.3  Receipt of the API Documentation does not grant access to the Azalea production system. Development and testing are performed in the Azalea API sandbox. Production access is granted only by Azalea.

39.4  You will observe published rate limits and will not design an integration that polls, bulk-extracts, or replicates data at a volume the API was not provisioned for.

40. Development Guidelines

Your applications must meet the guidelines in this Section. Parenthetical references are to the ONC certification criteria at 45 C.F.R. § 170.315.

40.1  Transparency. Your pricing and marketing documentation must be clear and consistent, and you will give users and Customers understandable financial and licensing terms for your application ((k)(1)). All information you provide about yourself and your products must be accurate and truthful.

40.2  Safety. Your application must be designed and implemented so as not to put patients or users at risk of harm ((g)(3)), and must meet safety-enhanced design ((g)(3)) and accessibility-centered design ((g)(5)) standards. You will not use the API Documentation for any activity that could lead to death, personal injury, or property damage.

40.3  Security. Your application must not pose or increase the risk of a security breach in any system it connects to. Data exchanged between your application and the Azalea APIs, and between your application and any third-party system, must be secured with industry-standard encryption in transit ((d)(9)) and use authentication and authorization protocols ((d)(1)). Your application must secure all data on an end-user device ((d)(7), (d)(8)) and enforce inactivity time-outs ((d)(5)). You will not introduce code of a destructive nature into any system you or your application connect to. Azalea may provide a sanitized log of your application’s activity to Customers for review.

40.4  Privacy. Your application must obtain clear and understandable consent for its use and allow users to decline. Azalea supports OAuth 2.0 exclusively for authenticating access to patient data, and your application must not circumvent the display of any Azalea authentication or consent mechanism. You will publish and follow a privacy policy that accurately describes what data your application collects and how you use and share it. Your application will not access, use, or disclose Protected Health Information or other confidential information in violation of law or other than as the owner of the information has knowingly consented.

40.5  Sharing. You will not share data collected by your application with any third party without the explicit consent of the application’s user and of the patient whose data is shared, and without notifying the Customer where the data originated. You will document what was shared, when, with whom, and for what purpose, and provide users access to that documentation on request ((d)(3), (d)(11)). Your application must allow a user to export, transfer, or remove their data ((b)(6)).

40.6  Reliability. Your application must be properly tested, stable, and predictable, and must not negatively affect clinical operations or patient safety. Development must be documented and managed in a quality management system ((g)(4)), and complaints and defects must be managed in a complaint tracking system ((n)). If you identify a patient-safety, security, breach, or privacy issue in one of your applications, you will follow your documented complaint process to notify all users ((n)) and will proactively contact Azalea to disable the application until the issue is resolved.

40.7  Efficiency. Your application will not generate excessive load on a user’s systems or on Azalea’s systems, or cause other systems to behave inaccurately or unexpectedly.

40.8  Data integrity. You and your applications will not corrupt or cause material inconsistencies in any data used by your applications ((d)(2)).

40.9  Verifiability. Azalea may inspect or test your application to verify compliance with this Part.

40.10  Reciprocity. You will provide FHIR API-based access ((g)(7), (g)(9), (g)(10)) to any data you or your application collect or derive, to your users, on the same terms as this Part provides to you.

40.11  Information blocking. Where an API is a certified health IT interface, you will not use it in a manner that would constitute information blocking under 45 C.F.R. Part 171, and you will not condition access to data on terms prohibited by that Part.

41. Licence and Restrictions

41.1  Subject to these Terms, Azalea grants you a limited, non-exclusive, revocable, non-transferable, non-sublicensable right to access and use the Developer Portal, the API, and Azalea-owned content, documentation, code, and related materials made available through them (the “Materials”), in connection with integrating your products or services with the Services. Azalea may monitor your use of the API and Materials to improve them and to verify your compliance. All rights not expressly granted are reserved.

41.2  You will not:

derive specifications from, reverse engineer, reverse compile, or disassemble the API or Materials;

use the API in a manner that materially delays, impairs, or interferes with system functionality for others, or that compromises the security or integrity of any Azalea data, equipment, software, or system input or output;

enter, transmit, or send through the API, or deliver to Azalea for publication to Customers, any data that is illegal, threatening, harmful, lewd, offensive, defamatory, or that injures or infringes the rights of a third party;

apply systems to extract or modify information from the API or the Services using web scraping, data scraping, screen scraping, or comparable methods;

use the API or Materials for any unlawful purpose;

sell, rent, lease, sublicense, redistribute, or syndicate access to the API, the Services, or the Materials to any third party without Azalea’s prior written approval;

remove or alter any proprietary notice or mark on the API or Materials;

use or access the API to monitor the availability, performance, or functionality of the Services, or for any other benchmarking purpose; or

cause, assist, or permit any third party, including an end user, to do any of the foregoing.

42. Suspension

42.1  Azalea may suspend or revoke an application’s client identifier where there is a concern with that application. While suspended, the application cannot communicate with the Services until the concern is resolved and the identifier is restored.

42.2  Because suspension is possible, you will clearly inform users of your application that it may not always be available and that they should not rely on it in an emergency.

42.3  If you or your applications fail to follow this Part or otherwise misbehave, Azalea or a Customer may act on the application, including notifying its users of the non-compliance or suspending it until the issue is resolved. If you suspect your application is not following this Part and want it suspended pending resolution, contact api@azaleahealth.com.

43. Integrations That Use AI

43.1  If your integration sends data obtained from the Services to an AI service, you will disclose that to the Customer whose data it is, will have a written agreement permitting it, and will comply with Part III as if the AI service were an AI Feature. That written agreement must prohibit the AI service from using the data for any purpose other than returning output to you, including any use described in Section 43.2.

43.2  You will not use data obtained through an Azalea API to train, fine-tune, evaluate, benchmark, or otherwise develop or improve any model, and you will not permit or enable any other party to do so. This applies whether the data is in identifiable, pseudonymized, de-identified, aggregated, or synthetic form, and applies equally to any derivative work, embedding, vector index, feature set, or model output generated from that data. De-identifying the data does not lift this restriction, and no consent, permission, or agreement obtained from a Customer lifts it either.

43.3  The restriction in 54.2 extends to your affiliates, contractors, subprocessors, and to any AI service or model provider you use, and it survives termination of your API access and of these Terms. You will not attempt to re-identify data obtained through an Azalea API and will not permit any other party to do so.

43.4  The only exception to 54.2 is a separate written agreement, specific to the intended use, signed by an authorized officer of Azalea and by the Customer whose data it is. Azalea may withhold that agreement in its sole discretion, and may revoke it prospectively on notice.

44. Indemnification

44.1  You will indemnify, defend, and hold harmless Azalea, its subsidiaries, its Customers, and their affiliates, and the employees, officers, directors, contractors, and other personnel of any of them, from and against any claim arising out of or relating to, directly or indirectly, you, any of your applications, or any use of any of your applications.

45. Fees

45.1  There is no fee to create a developer account or to develop an application. If you enter an agreement with Azalea for partner-level support or co-marketing, any associated fees are set out in that agreement.