Last Updated: May 9, 2025
Welcome to Guardian Services, a product line of Guardian Health Technologies, Inc ("Company", "we", "our", or "us"). These Terms and Conditions ("Terms") govern your access to and use of our Remote Patient Monitoring ("RPM") software, consulting services, and Standard Operating Procedures ("SOPs") (collectively, the "Services") advertised through our website and associated platforms.
By accessing or using our Services, you agree to be bound by these Terms. If you disagree with any part of the Terms, you do not have permission to access or use our Services.
To access certain features of our Services, you must register for an account. You must provide accurate, current, and complete information during the registration process and keep your account information updated.
You are responsible for safeguarding your account credentials and for all activities that occur under your account. You must notify us immediately of any unauthorized use of your account or any other breach of security.
You may authorize users within your organization to access and use the Services. You are responsible for ensuring that all Authorized Users comply with these Terms.
Guardian Services provides RPM software that enables healthcare providers to monitor patients remotely. The software includes features for data collection, analysis, reporting, and integration with electronic health record systems.
We offer consulting services to help you establish and optimize your RPM program. These services may include, but are not limited to, workflow assessment, implementation planning, staff training, and ongoing program evaluation.
We provide customizable SOPs to guide the implementation and operation of your RPM program. These SOPs are designed to help you establish efficient workflows, ensure compliance with relevant regulations, and maximize reimbursement opportunities.
Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes during the subscription term.
You shall not:
You agree to pay all fees specified in the order forms or service agreements. Except as otherwise specified:
We will invoice you in accordance with the relevant order forms or service agreements. Unless otherwise stated, invoiced amounts are due within thirty (30) days of the invoice date.
If any invoiced amount is not received by the due date, then without limiting our rights or remedies:
Our fees do not include any taxes, levies, duties, or similar governmental assessments ("Taxes"). You are responsible for paying all Taxes associated with your purchases of the Services.
"Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
The Receiving Party shall use the same degree of care to protect the confidentiality of the Disclosing Party's Confidential Information that it uses to protect the confidentiality of its own Confidential Information of like kind, but in no event less than reasonable care.
Confidential Information shall not include information that:
As applicable, the parties agree to comply with the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and its implementing regulations. The parties shall enter into a Business Associate Agreement ("BAA") to establish the permitted and required uses and disclosures of PHI.
We implement and maintain appropriate technical, organizational, and physical safeguards to protect Patient Data in accordance with applicable laws and industry standards. Despite these efforts, we cannot guarantee absolute security of Patient Data.
We will only process Patient Data in accordance with your instructions, these Terms, and applicable laws. You represent and warrant that you have the right to provide Patient Data to us and that you have obtained all necessary consents and provided all necessary notices to patients regarding the collection, use, and disclosure of their data.
You are responsible for maintaining backups of your data. While we implement reasonable data backup procedures, we are not responsible for any loss of data.
We (and our licensors, where applicable) own all right, title, and interest in and to the Services, including all related intellectual property rights. These Terms do not grant you any rights to our trademarks, service marks, logos, or trade names.
If you provide suggestions, ideas, or feedback regarding the Services ("Feedback"), we shall own all right, title, and interest in and to such Feedback and shall be entitled to use it without restriction. You hereby assign all right, title, and interest in and to such Feedback to us.
You own all right, title, and interest in and to all data, information, and materials that you provide to us or upload to the Services ("Client Data"). You grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and distribute Client Data solely for the purpose of providing the Services to you.
Each party represents and warrants that it has the legal power and authority to enter into these Terms.
We represent and warrant that:
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
WE DO NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. THE SERVICES ARE NOT INTENDED TO REPLACE PROFESSIONAL MEDICAL JUDGMENT, AND WE DO NOT GUARANTEE ANY PARTICULAR OUTCOME FROM THE USE OF OUR SERVICES.
IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE.
IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The limitations and exclusions in this Section 11 do not apply to:
We shall defend, indemnify, and hold you harmless from and against any claim, demand, suit, or proceeding made or brought against you by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates such third party's intellectual property rights (an "Infringement Claim"), and shall indemnify you for any damages, attorney fees, and costs finally awarded against you as a result of, or for amounts paid by you under a court-approved settlement of, an Infringement Claim.
You shall defend, indemnify, and hold us harmless from and against any claim, demand, suit, or proceeding made or brought against us by a third party alleging that your Client Data, or your use of the Services in breach of these Terms, infringes or misappropriates such third party's intellectual property rights or violates applicable law, and shall indemnify us for any damages, attorney fees, and costs finally awarded against us as a result of, or for any amounts paid by us under a court-approved settlement of, such claim.
The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim, suit, or demand that the indemnified party believes is eligible for indemnification; (b) give the indemnifying party sole control of the defense and settlement of the claim; and (c) provide the indemnifying party, at the indemnifying party's expense, with all assistance, information, and authority reasonably required for the defense and settlement of the claim.
These Terms commence on the date you first accept them and continue until all subscriptions hereunder have expired or have been terminated.
The term of each subscription shall be as specified in the applicable order form or service agreement. Subscriptions will automatically renew for additional periods equal to the expiring subscription term, unless either party gives the other notice of non-renewal at least thirty (30) days before the end of the relevant subscription term.
Either party may terminate these Terms for cause:
Upon termination or expiration of these Terms:
The sections titled "Confidentiality," "Intellectual Property Rights," "Disclaimer," "Limitation of Liability," "Indemnification," "Effect of Termination," "Survival," and "General Provisions" shall survive any termination or expiration of these Terms.
These Terms, including all exhibits and addenda hereto and all orders hereunder, constitute the entire agreement between the parties and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning their subject matter.
No modification, amendment, or waiver of any provision of these Terms shall be effective unless in writing and signed by both parties.
If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party, not to be unreasonably withheld. Notwithstanding the foregoing, either party may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
There are no third-party beneficiaries to these Terms.
No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right.
Neither party shall be liable for any failure or delay in performance under these Terms for causes beyond that party's reasonable control and occurring without that party's fault or negligence.
These Terms shall be governed by the laws of Utah, without regard to its conflict of law principles.
Any dispute, controversy, or claim arising out of or relating to these Terms shall be settled by arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in Provo, Utah.
All notices under these Terms shall be in writing and shall be deemed to have been given upon:
If you have any questions about these Terms, please contact us at:
Guardian Services
Email: Info@guardianht.com