Terms of Service

1. Eligibility and Account Access

1.1 The Portal is intended solely for office managers, administrators, and other personnel (“Office Users”) who have been authorized by an Office to access the Portal on its behalf.

1.2 To use the Portal you must (a) be at least 18 years old, (b) be acting within the scope of your role at an Office that is a current Wisdom customer, and (c) have been granted login credentials by an authorized administrator at your Office or by Wisdom.

1.3 Your right to access the Portal is conditioned on the Office’s active Master Agreement and your continued authorization by the Office. Wisdom may suspend or terminate your access at any time if either condition ceases.

2. Your Account

2.1 Credentials. You are responsible for safeguarding your login credentials and for any activity that occurs under your account. Do not share your password or allow others to use your account.

2.2 Accurate Information. You agree to provide accurate, current information when creating or updating your account and to keep it up to date.

2.3 Notification. You must notify Wisdom immediately at security@withwisdom.com if you suspect unauthorized access to your account or any other security incident.

3. Acceptable Use

You agree that you will not, and will not permit others to:

• Access the Portal for any purpose other than performing your duties for the Office;
• Access, view, download, or transmit patient, claim, or insurance information unrelated to your legitimate business need;
• Attempt to reverse-engineer, decompile, scrape, or extract source code or data from the Portal except as expressly permitted;
• Upload malware, attempt to bypass authentication or access controls, or otherwise interfere with the integrity, security, or performance of the Portal;
• Use the Portal in violation of any applicable law or regulation, including but not limited to: HIPAA, HITECH, HITRUST, state privacy laws, or any payer agreement;
• Use automated means to access the Portal without Wisdom’s prior written consent;
• Misrepresent your identity, role, or affiliation with the Office.

4. Protected Health Information and Privacy

4.1 The Portal contains Protected Health Information (“PHI”) and other confidential information relating to patients, claims, and insurance verification. You acknowledge that such information is subject to the Health Insurance Portability and Accountability Act (“HIPAA”) and other privacy laws.

4.2 You agree to handle PHI strictly in accordance with the Office’s policies, the Office’s Business Associate Agreement with Wisdom, and all applicable law. The minimum-necessary standard applies to your access and use of any PHI in the Portal.

4.3 Wisdom’s collection, use, and disclosure of personal information is described in our Privacy Policy, which is incorporated into these Terms by reference.

4.4 HIPAA Contact. For questions, concerns, or reports specifically relating to PHI or HIPAA — including suspected impermissible access, use, or disclosure of PHI — contact Wisdom at hipaa@withwisdom.com. Reports of account or general security incidents should be directed to security@withwisdom.com as described in Section 2.3.

5. Office Authority and Data Ownership

5.1 You acknowledge that the Office, not you individually, is Wisdom’s customer. Records, data, configurations, and user permissions in the Portal belong to or are controlled by the Office.

5.2 The Office may grant, modify, or revoke your access at any time. Wisdom will act on instructions from authorized Office administrators without further notice to you.

5.3 Data you enter into the Portal in the course of your duties is the property of the Office (subject to the Master Agreement) and may be retained, exported, or deleted by Wisdom in accordance with the Master Agreement and applicable law.

6. Intellectual Property

6.1 The Portal, including all software, designs, text, graphics, and trademarks, is owned by Wisdom or its licensors and is protected by intellectual property law. Nothing in these Terms transfers any ownership rights to you.

6.2 Wisdom grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Portal solely for your authorized work on behalf of the Office.

7. Confidentiality

You will treat as confidential all non-public information you access through the Portal, including patient information, claims data, payer information, pricing, and Wisdom’s product features and roadmap. You will not disclose such information to any third party except as required to perform your duties for the Office or as required by law.

8. Monitoring and Audit

You acknowledge that Wisdom may log and monitor activity in the Portal, including login events, page views, and data actions, for security, compliance, support, and product-improvement purposes. Wisdom may use such logs to investigate suspected violations of these Terms or applicable law.

9. Suspension and Termination

9.1 Wisdom may suspend or terminate your access immediately, with or without notice, if (a) you violate these Terms, (b) your authorization by the Office ends, (c) the Office’s Master Agreement terminates, or (d) Wisdom reasonably believes your continued access poses a security or compliance risk.

9.2 Sections that by their nature should survive termination (including Sections 4, 6, 7, 10, 11, and 12) will survive.

10. Disclaimers

The Portal is provided “as is” and “as available.” To the fullest extent permitted by law, Wisdom disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. Wisdom does not warrant that the Portal will be uninterrupted or error-free. While Wisdom maintains administrative, physical, and technical safeguards consistent with HIPAA and its agreements with the Office, no system is completely secure, and Wisdom does not guarantee that the Portal will be free from all unauthorized access.

11. Limitation of Liability

To the fullest extent permitted by law, Wisdom will not be liable to you personally for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits or revenues, arising out of or relating to your use of the Portal. Liability between Wisdom and the Office is governed exclusively by the Master Agreement.

12. Changes to These Terms

Wisdom may update these Terms from time to time. For minor or non-material changes, we will post the updated Terms in the Portal, and your continued use after the effective date constitutes acceptance. For material changes, we will post notice in the Portal and require you to affirmatively accept the updated Terms (for example, by clicking “I agree”) before you may continue using the Portal. The “Last updated” date at the top of these Terms reflects the most recent version.

13. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in the State of Delaware.

14. Contact

• Account or general security incidents: security@withwisdom.com
• Questions or reports relating to PHI or HIPAA: hipaa@withwisdom.com
• General questions about these Terms: security@withwisdom.com