Terms of Use

Effective Date: April 3, 2026 · Last Updated: April 3, 2026

Please read these Terms of Use (“Terms”) carefully before accessing or using the Alema Health platform, website, or any related services (collectively, the “Platform”) operated by Alema Health, LLC (hereinafter referred to as “Alema Health,” “we,” “us,” or “our”), a Louisiana-based limited liability company.

By accessing or using the Platform, you agree to be bound by these Terms. If you do not agree to these Terms, do not access or use the Platform. These Terms apply to all users of the Platform, including healthcare practice administrators, physicians, clinical staff, and any other authorized users.

1. Eligibility and Authorized Use

The Platform is intended exclusively for use by licensed healthcare providers, their authorized practice staff, and healthcare organizations (“Practices”). By using the Platform, you represent and warrant that:

• You are at least 18 years of age
• You are authorized to act on behalf of the healthcare practice or organization that has entered into a SaaS Service Agreement with Alema Health
• Your use of the Platform complies with all applicable federal, state, and local laws, including HIPAA, the HITECH Act, and applicable state privacy laws
• You will not share your login credentials with any unauthorized person
• You are not prohibited from receiving services under any applicable law or regulation

2. Description of Services

Alema Health provides a cloud-based revenue intelligence, automation, and value-based care management platform that integrates with electronic health record (EHR) systems via authorized FHIR R4 API. The Platform includes the following capabilities:

• Revenue opportunity identification: Annual Wellness Visits (AWV), Transitional Care Management (TCM), Chronic Care Management (CCM), Advanced Primary Care Management (APCM), HCC Gap Closure, undercoding detection, and denial prevention
• Value-Based Care (VBC) Command Center: payer contract upload and AI parsing, HEDIS quality measure tracking, patient recommendations, MIPS tracking, and ACO performance management
• Today’s Schedule Dashboard and Daily Action Board
• Pro plan: automated patient SMS outreach, appointment write-back to EHR, and intake form automation

Please be advised that the Platform is a decision-support tool only. It does not provide medical advice, coding determinations, legal advice, or billing decisions. All clinical, billing, coding, and contract compliance decisions remain the sole responsibility of the licensed providers and authorized staff using the Platform.

3. Account Registration and Security

To access the Platform, you must create an account and provide accurate, complete, and current information. You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying Alema Health immediately at info@alemahealth.com of any unauthorized use of your account or any other security breach

Alema Health reserves the right to suspend or terminate your account in the event you violate these Terms, your account is used fraudulently, or your account poses a security risk to the Platform or other users.

4. Acceptable Use Policy

You agree to use the Platform only for lawful purposes and in accordance with these Terms. You agree NOT to:

• Use the Platform in any way that violates the Health Insurance Portability and Accountability Act of 1996 (HIPAA), the HITECH Act, or any other applicable law or regulation
• Access patient data beyond what is necessary for your authorized role (minimum necessary standard)
• Share, sell, or transfer access to the Platform to unauthorized third parties
• Attempt to gain unauthorized access to any part of the Platform, its infrastructure, or other users’ accounts
• Use automated tools, bots, or scripts to scrape, crawl, or extract data from the Platform
• Reverse engineer, decompile, or disassemble any component of the Platform
• Upload malicious code, viruses, or any other harmful software
• Use the Platform to send unsolicited communications (spam) to patients or other parties
• Misrepresent the Platform’s recommendations as definitive medical, billing, or legal advice
• Use the Platform’s VBC contract parsing results as the sole basis for payer contract compliance without independent verification

5. Healthcare-Specific Obligations

As a user of a HIPAA-regulated platform, you additionally agree to:

• Ensure that a valid Business Associate Agreement (BAA) is executed between your practice and Alema Health prior to any PHI being accessed or transmitted through the Platform
• Only authorize access to the Platform for workforce members who have received appropriate HIPAA training
• Immediately notify Alema Health of any suspected breach of protected health information involving the Platform
• Not use the Platform to access PHI of patients who are not attributed to or patients of your practice
• Ensure that all patient outreach initiated through the Platform (Pro plan) complies with applicable federal and state laws, including the Telephone Consumer Protection Act (TCPA) and state telemarketing laws
• Independently verify AI-generated recommendations, including undercoding suggestions, VBC contract parsing results, and APCM care plans, before acting on them clinically or financially

6. Intellectual Property

All content, features, and functionality of the Platform, including but not limited to software, algorithms, the HEDIS measure library, VBC contract parsing models, AI models, text, graphics, interfaces, and documentation, are the exclusive property of Alema Health, LLC and are protected by applicable intellectual property laws.

These Terms grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for your internal business purposes during the term of your subscription. You may not copy, modify, distribute, sell, or lease any part of the Platform or its content.

7. Third-Party Integrations

The Platform integrates with third-party services including athenahealth (EHR integration and patient messaging), Amazon Web Services (infrastructure and AI features via Amazon Bedrock), and Stripe (payments). Your use of these integrations is subject to the respective terms of service and privacy policies of those providers. Alema Health is not responsible for the actions, content, or policies of third-party services.

The Platform’s VBC Command Center uses AI (Amazon Bedrock) to parse payer contract documents. Parsed results are provided for informational purposes only. Alema Health does not guarantee the accuracy, completeness, or legal sufficiency of AI-parsed contract data. Practices are responsible for independently verifying all contract terms with their payer or legal counsel.

8. Disclaimer of Warranties

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

ALEMA HEALTH DOES NOT WARRANT THAT: (A) THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; (B) ANY DEFECTS WILL BE CORRECTED; (C) THE PLATFORM OR ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OBTAINED FROM USE OF THE PLATFORM WILL BE ACCURATE, COMPLETE, OR RELIABLE.

ALEMA HEALTH MAKES NO WARRANTY REGARDING THE ACCURACY OF AI-GENERATED RECOMMENDATIONS, UNDERCODING DETECTION RESULTS, APCM CARE PLANS, VBC CONTRACT PARSING RESULTS, OR QUALITY MEASURE PROGRESS CALCULATIONS. THESE ARE DECISION-SUPPORT TOOLS ONLY.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALEMA HEALTH, ITS OFFICERS, MEMBERS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE PLATFORM, EVEN IF ALEMA HEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ALEMA HEALTH’S TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO ALEMA HEALTH IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. Indemnification

You agree to indemnify, defend, and hold harmless Alema Health, LLC, its officers, members, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney’s fees) arising out of or related to: (a) your use of or inability to use the Platform; (b) your violation of these Terms; (c) your violation of any applicable law, including HIPAA; (d) any clinical, billing, or coding decisions you make based on Platform recommendations; (e) your reliance on AI-parsed payer contract data; or (f) any unauthorized access to or use of your account.

11. Modifications to the Platform and Terms

Alema Health reserves the right to modify, suspend, or discontinue the Platform or any part thereof at any time with reasonable notice. Alema Health also reserves the right to update these Terms at any time. We will notify you of material changes by posting the updated Terms on the Platform and updating the “Last Updated” date. Your continued use of the Platform after any changes constitutes your acceptance of the updated Terms.

12. Termination

Alema Health may suspend or terminate your access to the Platform immediately and without prior notice if you violate these Terms, violate HIPAA or other applicable law, or engage in conduct that Alema Health determines, in its sole discretion, is harmful to the Platform, other users, or Alema Health’s business.

Upon termination, your right to use the Platform will immediately cease. Provisions of these Terms that by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, indemnification, and limitations of liability.

13. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Louisiana, without regard to its conflict of law provisions. Any dispute arising out of or relating to these Terms or the Platform shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association, conducted in New Orleans, Louisiana. You waive any right to a jury trial in connection with any dispute arising under these Terms.

14. General Provisions

• Entire Agreement: These Terms, together with the SaaS Service Agreement and BAA, constitute the entire agreement between you and Alema Health regarding the Platform.
• Severability: If any provision of these Terms is found unenforceable, the remaining provisions will continue in full force and effect.
• Waiver: Alema Health’s failure to enforce any right or provision of these Terms will not constitute a waiver of that right or provision.
• Assignment: You may not assign these Terms or any rights hereunder without the prior written consent of Alema Health.
• Contact: Questions about these Terms may be directed to info@alemahealth.com.

15. Contact Information

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