Welcome to Guava. The following terms and conditions (the “Terms”) govern all use of the Guava websites, applications, APIs, and all content, services, features, activities, and products available at or through them (collectively, the “Service”). The Service is owned and operated by [Your Company Legal Name] (“Guava,” “we,” “us,” or “our”). The Service is offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, Guava’s Privacy Policy and any Data Processing Addendum), and procedures that may be published from time to time by Guava (collectively, the “Agreement”).
Please read this Agreement carefully before accessing or using the Service. By accessing or using any part of the Service, you agree to become bound by the Terms. If you do not agree to all the Terms, you may not access the Service or use any services. If these Terms are considered an offer by Guava, acceptance is expressly limited to these Terms.
Your Guava Account
If you create an account on the Service, you are responsible for maintaining the security of your account (including credentials, API keys, and access tokens) and for all activities that occur under the account. You must promptly notify Guava of any unauthorized use or suspected breach. Guava is not liable for loss or damage arising from your failure to safeguard the account. You must ensure all registration information remains accurate and current.
Responsibility of Users and Submitted Content
If you upload, submit, transmit, or otherwise make data, files, documents, prompts, recordings, or other materials available through the Service (“Customer Content”), you are solely responsible for that Customer Content and for ensuring you have all necessary rights and consents to provide it. You must not submit content that infringes third-party rights, contains malware, or violates law or this Agreement.
Payment and Renewal
By selecting a product or service, you agree to pay Guava the one-time and/or recurring fees indicated for the plan you select, together with applicable taxes. Unless otherwise stated, fees are non-refundable and invoiced in advance. If your plan includes usage-based components (e.g., telephony, AI model tokens, storage), you authorize Guava to bill such usage as incurred.
Automatic Renewal. Unless you cancel before the end of the then-current term, subscriptions renew automatically for successive terms at the then-current rates. You authorize Guava to charge any payment method on file for renewal amounts and taxes.
Late Payments. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum allowed by law. We may suspend or downgrade the Service for unpaid fees.
Cancellation and Termination
You may cancel at any time in the account settings or by contacting support as described below. Cancellation takes effect at the end of your current billing term unless stated otherwise in an order form. Guava may suspend or terminate the Service (in whole or part) if you breach this Agreement, if required by law, if there is suspected fraud or security risk, or if continued provision would create undue operational or legal risk. Upon termination, your right to use the Service ceases, but sections intended to survive (including IP ownership, confidentiality, disclaimers, limitations, and indemnity) will remain in effect.
Changes
Guava may update these Terms from time to time. We will post changes to the Service and update the “Effective date.” Your continued use after changes become effective constitutes acceptance of the revised Terms. We may modify or discontinue features with reasonable notice where feasible.
HIPAA, PHI Minimization, and Business Associate Addendum
Guava is designed to operate outside the EHR and to minimize the handling of protected health information (“PHI”) wherever possible. You agree not to submit PHI unless (a) it is strictly necessary for your use case and (b) you have executed a Business Associate Addendum (“BAA”) with Guava. Without a BAA, you must de-identify data consistent with HIPAA safe harbor or expert determination and avoid uploading direct identifiers. If you upload PHI without a BAA, you do so at your own risk and in breach of these Terms.
Data Processing, Security, and Privacy
Data Processing. We process Customer Content only to provide, maintain, secure, and improve the Service; to comply with law; and as otherwise permitted by the Agreement. A Data Processing Addendum is available for enterprise customers.
Security. Guava implements administrative, technical, and physical safeguards appropriate to the risk, including encryption in transit, encryption at rest for stored artifacts, access controls, audit logging, and vulnerability management. You are responsible for endpoint security, network configurations, user permissions, and data you export.
De-Identification and Telemetry. Guava may collect de-identified or aggregated metrics about Service performance and usage to improve reliability and features. Such data will not identify you or your end users.
Retention. We retain Customer Content and logs per your plan settings, order form, or applicable law. You may configure retention and deletion options available in the product; deletion does not remove data from backups until backup cycles expire.
Acceptable Use
You will not:
Reverse engineer or attempt to derive source code from the Service
Interfere with or disrupt the Service
Use the Service to violate law (including robocall/telephony consent rules, spam, or unfair practices)
Upload malicious code
Use the Service to provide medical, legal, or financial advice without appropriate licensure and disclaimers
Attempt to bypass rate limits or security
Misrepresent output as human-generated when disclosure is required by law or policy.
Third-Party Services and AI Models
The Service may interoperate with third-party services (e.g., AI model providers, telephony, storage). Your use of such services is governed by their terms, and Guava is not responsible for third-party failures or acts. We may route prompts or data to third-party AI models subject to configured redaction and safeguards; you authorize such processing as necessary to deliver the Service.
Service Levels and Support
Guava will use commercially reasonable efforts to maintain availability and respond to support requests submitted via the designated channels. From time to time we may perform maintenance, during which the Service may be unavailable.
Intellectual Property
The Service, including software, interfaces, templates, models, documentation, and all related intellectual property, is owned by Guava or its licensors. Except for the limited rights expressly granted, no license is granted by implication or otherwise. You grant Guava a non-exclusive license to use Customer Content solely to provide the Service and as otherwise permitted in this Agreement.
Feedback
If you provide ideas, suggestions, or comments regarding the Service (“Feedback”), you grant Guava a perpetual, irrevocable, worldwide, royalty-free license to use the Feedback without restriction or obligation.
Confidentiality
Each party may access the other party’s non-public information. The receiving party will protect such information with at least the same care it uses to protect its own confidential information and will use it only as permitted by this Agreement. Confidentiality obligations do not apply to information that is public, independently developed, rightfully received from a third party, or required to be disclosed by law (with prompt notice where legally permissible).
Disclaimers
The Service is provided “as is” and “as available.” Guava disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. Guava does not warrant that outputs will be accurate, complete, or error-free, or that the Service will be uninterrupted or free of harmful components.
Limitation of Liability
To the maximum extent permitted by law, in no event will Guava be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenues, goodwill, data, or use, even if advised of the possibility. Guava’s aggregate liability arising out of or relating to the Service will not exceed the amounts paid by you to Guava for the Service giving rise to the claim during the twelve (12) months preceding the event first giving rise to liability.
Indemnification
You will defend, indemnify, and hold harmless Guava and its affiliates, officers, directors, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to (a) your use of the Service; (b) Customer Content; (c) your breach of this Agreement; or (d) your violation of law or third-party rights.
Beta, Preview, or Free Features
We may offer beta or preview features identified as such. These are provided for evaluation, may be changed or withdrawn at any time, may be less stable or secure, and are not subject to any SLA. You use them at your own risk
Export and Sanctions Compliance
You represent that you are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions and that you are not a denied or blocked party. You will comply with all applicable export control and sanctions laws.
Government Users
If you are a U.S. government entity or using the Service on behalf of one, the Service is provided as “commercial computer software” and “commercial computer software documentation,” with only those rights set forth in this Agreement.
Assignment
You may not assign or transfer this Agreement without Guava’s prior written consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee agrees to be bound by these Terms. Guava may assign freely.
Governing Law; Dispute Resolution
This Agreement is governed by the laws of the State of New York, without regard to its conflict of laws rules. Any dispute will be resolved in the state or federal courts located in New York, and the parties consent to personal jurisdiction and venue there. Alternatively, if an order form specifies arbitration, the arbitration clause in that order form will control.
Entire Agreement
This Agreement (including any order forms, the Privacy Policy, Data Processing Addendum, and BAA if applicable) constitutes the entire agreement between you and Guava regarding the Service and supersedes all prior agreements on the subject matter.
Contact Information
If you have any questions about these Terms, please contact us at:
Guava Medical, Inc.
legal@guavamedical.ai