Terms of Service

These Terms of Service (the "Terms") are a binding agreement between West River Solutions LLC, doing business as BriefPath ("BriefPath," "we," "us," or "our"), located at 12340 S. River Road, Grand Rapids, OH 43522, and the entity or person who registers for, accesses, or uses the Service ("Customer," "you," or "your"). By creating an account, clicking "I agree," accessing, or using the Service, you agree to these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to that organization.

If you do not agree to these Terms, do not access or use the Service.

1. Definitions

• "Service" means the BriefPath software-as-a-service platform, including the web application, tenant subdomains, administrative tools, smart briefs, contact and activity logging, and any related features, made available at brief-path.com and associated domains.
• "Customer Data" means all data, content, and information that you or your Authorized Users submit to, store in, or generate through the Service.
• "Authorized User" means an individual you authorize to use the Service under your account, including administrators and representatives, who consumes a seat under your subscription.
• "Order" means the plan, seat count, and pricing you select when subscribing, whether online or through a written or electronic order form.
• "PHI" means Protected Health Information as defined under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations ("HIPAA").

2. The Service

BriefPath provides a relationship-management and enablement platform for healthcare sales and field teams to organize office and provider relationships, access briefing materials, and log professional contact activity. We may update, modify, or enhance the Service from time to time. We will not materially reduce the core functionality of a paid plan during a paid term without notice.

The Service is offered on a tiered basis (e.g., Starter, Growth, Enterprise). Features and seat limits vary by plan as described on our pricing page or in your Order.

3. Accounts and Authorized Users

3.1 Registration. You must provide accurate, current, and complete information when registering and keep it updated. You are responsible for all activity that occurs under your account and for maintaining the confidentiality of account credentials.

3.2 Seats. Your subscription entitles you to the number of Authorized User seats specified in your Order. You may not exceed your seat limit, and you may not share a single seat among multiple individuals. Adding seats may increase your fees.

3.3 Administrators. You are responsible for the actions of your administrators, including their management of Authorized Users, invitations, data entry, and feature configuration within your tenant.

3.4 Security. You must notify us promptly of any unauthorized access to or use of your account. We are not liable for losses arising from unauthorized use of your account that results from your failure to safeguard credentials.

4. Acceptable Use

You agree not to, and not to permit any Authorized User or third party to:

• use the Service in violation of any applicable law or regulation;
• upload or transmit any PHI or other data prohibited under Section 5;
• upload malicious code, attempt to gain unauthorized access to the Service or other customers' data, or interfere with the integrity or performance of the Service;
• reverse engineer, decompile, or attempt to derive the source code of the Service, except to the extent such restriction is prohibited by law;
• resell, sublicense, or make the Service available to any third party except your Authorized Users;
• use the Service to send unsolicited communications in violation of applicable anti-spam laws; or
• use the Service to store or transmit infringing, defamatory, or otherwise unlawful content.

We may suspend access to the Service, in whole or in part, if we reasonably determine that your use poses a security risk, violates these Terms, or may subject us to liability.

5. No Protected Health Information (HIPAA)

This is a material term. Read it carefully.

5.1 The Service is not designed or intended to receive, store, process, or transmit PHI. The Service is a sales-enablement and relationship-management tool for professional contacts (such as healthcare providers and office staff in their capacity as your business contacts). It is not an electronic health record system, a clearinghouse, or a system intended to handle patient health information.

5.2 You will not submit PHI. You represent, warrant, and agree that you and your Authorized Users will not upload, enter, store, or transmit any PHI through the Service, including in free-text notes, contact logs, attachments, or any other field. You are solely responsible for ensuring that data you submit does not constitute PHI.

5.3 BriefPath is not a Business Associate. BriefPath is not a "business associate" as defined under HIPAA, does not act in that capacity, and will not enter into any Business Associate Agreement (BAA). Nothing in these Terms or your use of the Service creates a business-associate relationship.

5.4 If you require a HIPAA-compliant system, the Service is not it. If your use case requires handling patient health information under HIPAA, you must use a different, appropriately covered system. Do not use BriefPath for that purpose.

5.5 Consequences. We may suspend or terminate your access immediately, without refund, if we reasonably believe you have submitted PHI to the Service. You are responsible for, and will indemnify us against, any claims, penalties, or losses arising from PHI you or your Authorized Users introduce into the Service (see Section 13).

6. Customer Data

6.1 Ownership. As between the parties, you own your Customer Data. You grant BriefPath a non-exclusive, worldwide license to host, process, transmit, and display Customer Data solely as necessary to provide and support the Service.

6.2 Responsibility. You are solely responsible for the accuracy, quality, legality, and appropriateness of Customer Data and for your right to submit it to the Service. You represent that you have obtained all necessary rights and consents to submit Customer Data.

6.3 Aggregated Data. We may collect and use anonymized, aggregated data derived from use of the Service (data that does not identify you, your Authorized Users, or any individual) to operate, improve, and analyze the Service.

6.4 Deletion on Termination. Upon termination, we will make Customer Data available for export for a reasonable period as described in Section 9, after which we may delete it in the ordinary course.

7. Fees, Payment, and Renewal

7.1 Fees. You agree to pay the fees for your selected plan as described in your Order or on our pricing page. Fees are stated exclusive of taxes; you are responsible for all applicable taxes other than taxes on our net income.

7.2 Billing and Renewal. Subscriptions are billed in advance on a recurring basis (e.g., monthly) and automatically renew for successive terms unless cancelled before the end of the then-current term. Payment is processed through our third-party payment processor (see Section 12).

7.3 Price Changes. We may change our fees upon notice, effective at the start of your next renewal term.

7.4 Late or Failed Payment. If a payment fails or is overdue, we may suspend the Service until payment is made. Amounts not paid when due may accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

7.5 No Refunds. Except as expressly stated in these Terms or required by law, fees are non-refundable, including for partial subscription periods or unused seats.

8. Free Trials

If we offer you a free trial, the Service is provided during the trial period "as is" and without warranty, and we may modify or discontinue the trial at any time. Any Customer Data you enter during a trial may be permanently lost if you do not convert to a paid subscription within the period we specify. We reserve the right to determine trial eligibility.

9. Term and Termination

9.1 Term. These Terms begin when you first accept them and continue until your subscription is terminated.

9.2 Termination by You. You may cancel your subscription at any time; cancellation takes effect at the end of the current paid term, and you remain responsible for fees through that term.

9.3 Termination by Us. We may suspend or terminate the Service for material breach of these Terms (including any violation of Sections 4 or 5) that is not cured within a reasonable period after notice, or immediately where the breach is incapable of cure or poses a security or legal risk.

9.4 Effect of Termination. Upon termination, your right to access the Service ends. We will, on request made within thirty (30) days of termination, make Customer Data available for export in a commercially reasonable format. After that period we may delete Customer Data. Sections that by their nature should survive termination (including Sections 5, 6.2, 10, 11, 12, 13, and 15) will survive.

10. Intellectual Property

The Service, including all software, design, text, and other materials (excluding Customer Data), and all related intellectual property rights, are and remain the exclusive property of BriefPath and its licensors. These Terms grant you only a limited, non-exclusive, non-transferable, revocable right to access and use the Service during your subscription. No rights are granted except as expressly set out here. If you provide feedback or suggestions, we may use them without restriction or obligation to you.

11. Warranties and Disclaimers

11.1 Limited Warranty. We will provide the Service in a professional manner consistent with general industry standards.

11.2 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," AND BRIEFPATH DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT IT WILL MEET YOUR REQUIREMENTS. YOU ARE RESPONSIBLE FOR MAINTAINING YOUR OWN BACKUPS OF CRITICAL DATA.

12. Third-Party Services

The Service integrates with third-party services, including payment processing (e.g., Stripe) and email delivery (e.g., Resend). Your use of those services may be subject to their own terms, and we are not responsible for the acts, omissions, or availability of third-party services. We do not store full payment card details; payment information is handled by our payment processor.

13. Indemnification

You will defend, indemnify, and hold harmless BriefPath and its members, officers, and employees from and against any claims, damages, liabilities, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your Customer Data; (b) your violation of these Terms, including any submission of PHI in breach of Section 5; (c) your violation of any law or the rights of any third party; or (d) your use of the Service. We will notify you of any such claim, and you will have control of the defense, provided that any settlement requires our prior written consent if it imposes obligations on us.

14. Limitation of Liability

14.1 Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BRIEFPATH'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE TOTAL FEES YOU PAID TO BRIEFPATH IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

14.3 Exceptions. The limitations in this Section do not apply to your indemnification obligations under Section 13, your payment obligations, or liability that cannot be limited under applicable law.

15. Governing Law and Disputes

These Terms are governed by the laws of the State of Ohio, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Lucas County, Ohio for any dispute not subject to other resolution, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

16. Modifications to These Terms

We may modify these Terms from time to time. If we make material changes, we will provide notice (for example, by email or through the Service) before they take effect. Your continued use of the Service after the effective date of revised Terms constitutes acceptance of the changes. If you do not agree to the revised Terms, you must stop using the Service.

17. General

17.1 Entire Agreement. These Terms, together with any Order and our Privacy Policy, constitute the entire agreement between the parties regarding the Service and supersede all prior agreements on the subject.

17.2 Severability. If any provision is held unenforceable, the remaining provisions will remain in effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

17.3 Assignment. You may not assign these Terms without our prior written consent, except to a successor in connection with a merger or sale of substantially all assets. We may assign these Terms freely.

17.4 No Waiver. Our failure to enforce any provision is not a waiver of our right to do so later.

17.5 Force Majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.

17.6 Notices. Notices to BriefPath must be sent to [email protected]. Notices to you may be sent to the email associated with your account.

17.7 Independent Contractors. The parties are independent contractors; these Terms do not create any partnership, joint venture, agency, or employment relationship.

18. Contact

West River Solutions LLC (DBA BriefPath)
12340 S. River Road, Grand Rapids, OH 43522
[email protected]