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Terms of Service

1. Acceptance of Terms

By accessing or using any service provided by HarborWell Health, LLC (“HarborWell Health,” “we,” “our,” or “us”) — including our website, patient portal, telehealth platform, and SMS communications (collectively, the “Services”) — you agree to be bound by these Terms of Service. If you do not agree, you should not use our services.
 

2. Services Overview

HarborWell Health is a managed service organization (MSO) providing physician-led clinical care coordination to individuals. We operate as a Business Associate under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) in connection with contracted health plans and provider organizations under contractual arrangements.
 

3. Eligibility

Use of our Services is limited to: (a) enrolled members of Health Plans with which HarborWell Health has a contractual relationship, or their authorized representatives; and (b) credentialed providers, Health Plan personnel, and representatives of organizations that have executed an agreement with HarborWell Health (collectively, “you” or “your”).

 

Before you may access and use certain Services, you first must set up an account by registering through the Services. Upon completion of the registration process and acceptance of these Terms, and subject to the terms and conditions of these Terms, we hereby grant User a limited, revocable, personal, non-exclusive, non-transferable right during the term of these Terms to access and use the Services for your personal use. 

 

Additionally, you may be required to create a username and password to securely access the Services. You are solely responsible for maintaining the strict confidentiality of any username and password. You will be solely responsible for any damages or losses that may be incurred or suffered as a result of your failure to maintain strict confidentiality of your username and password. You should immediately notify us in writing of any need to deactivate your account due to potential or actual security concerns. We will not be liable for any harm related to the use or misuse of your username and password, your disclosure of such items to another person, or your authorization to allow another person or entity to access and use the Services under your login credentials.
 

4. Privacy

We will treat any information we collect or receive from you through the Services in accordance with our online Privacy Policy or our Notice of Privacy Practices, which are incorporated herein by reference. Our handling of any protected health information collected or provided through the Services is governed by our Notice of Privacy Practices. Please review the Privacy Policy and Notice of Privacy Practices before you use the Services. If you are unwilling to accept the terms and conditions of the Privacy Policy or Notice of Privacy Practices, please do not use the Services.

 

5. Patient Consent

HarborWell Health obtains patient consent for SMS messaging through:

  • Electronic consent via electronic signature through the patient portal or equivalent; or

  • Recorded verbal consent obtained by telephone (telephonic consent).

Electronic signatures are legally binding pursuant to the Electronic Signatures in Global and National Commerce Act (ESIGN) and applicable state law. You may withdraw consent at any time by contacting support@harborwellhealth.org.


6. SMS Communications

HarborWell Health sends transactional and care-related SMS messages to patients and care team members. By providing your mobile phone number and consenting to receive SMS communications, you agree to the following:
 

6.1 Message Types

  • Appointment reminders and scheduling confirmations;

  • Care plan updates and follow-up instructions from your clinical team;

  • Health program enrollment notifications; and 

  • Urgent clinical alerts from your care team.


6.2 Consent and Opt-Out

We will only send SMS messages to individuals who have provided express consent, obtained through electronic signature or recorded verbal agreement. You may opt out of SMS communications at any time by replying STOP to any message. After opting out, you will no longer receive SMS messages. You do not need to provide this consent in order to receive any Services. However, you acknowledge that opting out of receiving SMS messages may impact your experience with the service(s) that rely on communications via SMS messaging.


6.3 Message and Data Rates

Message and data rates may apply. Applicable roaming charges may apply. Message frequency varies based on your care program. For help, reply HELP to any message or contact support@harborwellhealth.org.


6.4 PHI and SMS Security

HarborWell Health's default practice is to transmit Protected Health Information (PHI) only through encrypted, HIPAA-compliant channels. PHI will not be transmitted via standard SMS or any other unencrypted protocol unless a patient has expressly consented to that method after being advised of the security risks associated with unencrypted transmission. Where a patient elects to receive PHI via SMS following such disclosure, HarborWell Health will: (a) document the patient's informed consent and risk acknowledgment in their clinical record; (b) limit content to the minimum necessary for the intended purpose; and (c) maintain an audit trail of all such communications. This election may be revoked by the patient at any time.

6.5 Third-Party Carrier Disclaimer

HarborWell Health is not responsible for delays or failures in SMS delivery caused by third-party telecommunications carriers. Carriers are not liable for delayed or undelivered messages.

 

6.6 Your Mobile Number 

You represent that you are the account holder for the mobile telephone number(s) that you provide to opt-in to SMS delivery. You are responsible for notifying us immediately if you change your mobile telephone number. You may notify us of a number change by contacting support@harborwellhealth.org. 


7. Protected Health Information

HarborWell Health collects and processes PHI including patient demographics, eligibility data, claims data, clinical information (diagnoses, ADT records, care plans), and consent records. PHI is collected from Health Plans, provider organizations, and directly from patients. All PHI is handled in accordance with HIPAA, the HITECH Act, and our Notice of Privacy Practices. HarborWell Health does not sell, rent, license, or otherwise transfer PHI or any personal information to any third party for any purpose. HarborWell Health does not use patient data for marketing and does not share any data with any party for marketing purposes, under any circumstances.


8. Platform Security

The platform portion of our Services is hosted on a HIPAA-compliant cloud infrastructure and operates under a security program aligned with SOC 2 Type II standards and the HIPAA Security Rule. You are responsible for maintaining the confidentiality of your access credentials. Report suspected unauthorized access immediately to support@harborwellhealth.org.


9. Third-Party Integrations

Our Services integrate with third-party vendors including electronic health record platforms, telehealth providers, SMS messaging services, and cloud infrastructure providers. All vendors with access to PHI are required to execute Business Associate Agreements and maintain HIPAA-compliant security practices.

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We may make available as part of the Services, links to third-party websites or resources from third parties on the website. You should refer to the separate terms of use, privacy policies, and other rules posted on third party sites that are linked from our website before you use them. WE ARE NOT RESPONSIBLE OR LIABLE FOR THE AVAILABILITY OR ACCURACY OF, AND WE DO NOT ENDORSE, SPONSOR, OR RECOMMEND SUCH WEBSITES OR RESOURCES, OR THE CONTENT, PRODUCTS, OR SERVICES ON OR AVAILABLE FROM SUCH WEBSITES OR RESOURCES. 


10. Acceptable Use

The Services may be used and accessed for lawful purposes only. You agree to abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Services. In addition, without limitation, you agree that you will not do any of the following while using or accessing the Services:

  • upload, post, email or otherwise transmit any content to which you do not have the lawful right to copy, transmit and display (including any content that would violate any confidentiality or fiduciary obligations that you might have with respect to the content);

  • upload, post, email or otherwise transmit any content that infringes the intellectual property rights or violates the privacy rights of any third party (including without limitation copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity);

  • use the Services to collect or store personal data about other users without their express permission;

  • upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, “pyramid schemes” or any other form of solicitation, as well as viruses or other computer code that may interrupt, destroy, limit the functionality of the Services, or interfere with the access of any other user to the Services;

  • circumvent, disable, or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any content;

  • attempt to probe, scan or test the vulnerability of any HarborWell Health system or network or breach or impair or circumvent any security or authentication measures protecting the Services;

  • attempt to decipher, decompile, disassemble, reverse engineer, or otherwise attempt to discover or determine the source code of any software or any proprietary algorithm used to provide the Services;

  • use any data mining, robots, or similar data gathering and extraction methods in connection with the Services;

  • use the Services in any way that competes with us; or

  • encourage or instruct any other person or entity to do any of the foregoing.


11. Intellectual Property

All content, software, and materials made available through the Services (collectively, the “Content”) are the property of HarborWell Health or its licensors and are protected by U.S. and international copyright, trademark, and other laws. You will not acquire any intellectual property rights in the Services or our Content by your use of the Services. Subject to your compliance with these Terms, you receive a limited, non-exclusive, non-transferable and revocable license, without the right to sublicense, to use the Services solely for your personal and non-commercial purposes. You may not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services or Content, except as expressly permitted in these Terms, without our express prior written consent. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by us or our licensors, except for the licenses and rights expressly granted in these Terms. Unless otherwise expressly agreed in writing by us, the Services are only permitted to be used within the United States of America.


12. Disclaimers; Indemnity

THE SERVICES ARE NOT FOR MEDICAL EMERGENCIES. CALL 911 IN AN EMERGENCY. THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND TO THE EXTENT PERMITTED BY LAW. HARBORWELL HEALTH DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE SERVICE.

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THE CONTENT ON THE SITE (OTHER THAN A DIRECT RESPONSE FROM A TREATMENT PROVIDER) IS NOT AND SHOULD NOT BE CONSIDERED MEDICAL ADVICE OR A SUBSTITUTE FOR INDIVIDUAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. YOU SHOULD ALWAYS TALK TO YOUR MEDICAL PROFESSIONALS FOR DIAGNOSIS AND TREATMENT, INCLUDING INFORMATION REGARDING WHICH TREATMENT MAY BE APPROPRIATE FOR YOU. NONE OF THE INFORMATION ON THE SITE REPRESENTS OR WARRANTS THAT ANY PARTICULAR TREATMENT IS SAFE, APPROPRIATE, OR EFFECTIVE FOR YOU.

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You will indemnify, defend, and hold harmless us, our licensors and affiliates and our respective directors, officers, employees, contractors, agents and representatives, from and against any and all claims, causes of action, demands, liabilities, losses, costs or expenses (including, but not limited to, reasonable attorneys’ fees and expenses) arising out of or relating to any of the following matters:

  • your access to or use of the Services or the Content;

  • your violation of any of the provisions of these Terms;

  • your violation of any third party right, including, without limitation, any intellectual property right, publicity, confidentiality, property or privacy right.

 

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.


13. Limitation of Liability

IN NO EVENT WILL WE OR OUR LICENSORS OR AFFILIATES BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES OR THE CONTENT, WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IF YOU ARE DISSATISFIED WITH THE SERVICES OR THE CONTENT, OR THE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES.

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IN NO EVENT WILL THE CUMULATIVE LIABILITY OF US, OUR LICENSORS, AND OUR AFFILIATES TO YOU, IN ANY AND ALL ACTIONS OR PROCEEDINGS UNDER THESE TERMS, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED ONE HUNDRED DOLLARS ($100.00 USD). BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. 

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IF YOU ARE A RESIDENT OF NEW JERSEY, TO THE EXTENT NEW JERSEY LAW PROHIBITS THE LIMITATIONS AND/OR EXCLUSIONS OF LIABILITY SET FORTH IN THESE TERMS, SUCH LIMITATIONS AND/OR EXCLUSIONS SHALL NOT APPLY TO YOU.

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EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICES OR THE CONTENT OR OUR RELATIONSHIP WITH YOU, REGARDLESS OF THEORY, MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO THE CLAIM OR CAUSE OF ACTION OR BE FOREVER BARRED.

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SOME JURISDICTIONS DO NOT PERMIT US TO LIMIT OUR LIABILITY IN THESE WAYS, SO IT IS POSSIBLE THAT THESE LIMITATIONS WILL NOT APPLY TO OUR AGREEMENT WITH YOU. IN SUCH EVENT, THE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.


14. Governing Law

THESE TERMS ARE GOVERNED BY THE LAWS OF THE STATE OF TENNESSEE, EXCLUDING ITS CHOICE OF LAW RULES. DISPUTES SHALL BE RESOLVED IN THE STATE OR FEDERAL COURTS OF DAVIDSON COUNTY, TENNESSEE. YOU IRREVOCABLY CONSENT TO THE PERSONAL JURISDICTION OF THESE COURTS AND WAIVE ANY AND ALL OBJECTIONS TO THE EXERCISE OF JURISDICTION BY THESE COURTS AND TO THIS VENUE. NOTWITHSTANDING THE FOREGOING, HOWEVER, YOU AGREE THAT WE MAY COMMENCE AND MAINTAIN AN ACTION OR PROCEEDING SEEKING INJUNCTIVE OR OTHER EQUITABLE RELIEF IN ANY COURT OF COMPETENT JURISDICTION. NOTHING HEREIN LIMITS YOUR RIGHTS UNDER HIPAA OR YOUR RIGHT TO FILE COMPLAINTS WITH THE U.S. DEPARTMENT OF HEALTH AND HUMAN SERVICES OFFICE FOR CIVIL RIGHTS.


15. Modifications and Termination

We may modify these Terms at any time. Continued use of the Services after notice of changes constitutes acceptance. If you object to any provision of these Terms or any subsequent modifications to these Terms, your only recourse is to terminate your use of the Services. The last date these Terms were revised is set forth at the beginning of this document. We may suspend or terminate access for violation of these Terms for any reason, or for no reason at all, in our sole discretion or as required by law, and without notice to you.


16. General 

These Terms constitute the entire agreement between you and us relating to the Services and the Content, replacing any prior or contemporaneous agreements, whether written or oral, unless you have signed a separate written agreement with us relating to the Services or the Content. Our licensors may be entitled to enforce the Terms as third-party beneficiaries. There are no other third-party beneficiaries to the Terms. We may assign our rights and duties under these Terms without notice to you. You may not assign these Terms, in whole or in part, without our prior written consent, and any assignment in contravention of the foregoing shall be null and void.

The failure by you or us to enforce any provision of the Terms will not constitute a waiver. If any court of law, having the jurisdiction to decide the matter, rules that any provision of the Terms is invalid or unenforceable, then the invalid or unenforceable provision shall be removed from the Terms or reformed by the court and given effect so as to best accomplish the essential purpose of the invalid or unenforceable provision, and all of the other provisions of the Terms shall continue to be valid and enforceable. Nothing contained in the Terms shall limit the ability of a party to seek an injunction or other equitable relief without posting any bond. The titles of the Sections of the Terms are for convenience only and shall have no legal or contractual effect.

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Revision Date July 2026

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