Terms of Service

Please read these Terms of Service ("Terms") carefully before using the Constellate platform. By accessing or using our services, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity.

1. Definitions

As used in these Terms:

• "Constellate," "we," "us," or "our" refers to Constellate, Inc., a Delaware corporation.
• "Platform" means the Constellate web application, APIs, dashboards, and related services for distributing patient-reported outcome (PRO) surveys and facilitating communication between clinicians and patients.
• "Customer" or "you" refers to the healthcare organization, clinical practice, or other covered entity (as defined under HIPAA) that has entered into an agreement with Constellate to use the Platform.
• "Authorized Users" means the clinicians, staff, and administrators authorized by Customer to access the Platform.
• "Patient" means an individual enrolled by Customer to receive surveys or communications through the Platform.
• "PHI" means Protected Health Information as defined under HIPAA and its implementing regulations.
• "Content" means surveys, messages, patient responses, dashboard data, and all other information submitted to or generated by the Platform.

2. Access to the Platform

2.1 Account Registration

To use the Platform, Customer must create an account and provide accurate, complete information. Customer is responsible for maintaining the confidentiality of account credentials and for all activity that occurs under its account. You must notify Constellate immediately of any unauthorized access or suspected security breach.

2.2 Authorized Users

Customer may grant access to Authorized Users solely for Customer's internal clinical and administrative purposes. Customer is responsible for ensuring that Authorized Users comply with these Terms and that access is promptly revoked when an individual is no longer authorized.

2.3 Early-Access Stage

The Platform is currently in an early-access stage. Features, interfaces, and workflows may change or be temporarily unavailable without prior notice. Constellate will make reasonable efforts to communicate material changes but does not guarantee uninterrupted access, feature stability, or specific uptime during this period.

3. HIPAA Compliance and Business Associate Agreement

3.1 Business Associate Status

In providing the Platform to covered entities, Constellate functions as a Business Associate as defined under HIPAA. Constellate maintains administrative, physical, and technical safeguards designed to protect PHI in accordance with the HIPAA Security Rule (45 C.F.R. Part 164).

3.2 Business Associate Agreement Required

Prior to Customer transmitting any PHI through the Platform, the parties must execute a Business Associate Agreement ("BAA"). The BAA governs all permitted uses and disclosures of PHI and is incorporated into and made a part of these Terms by reference. In the event of any conflict between these Terms and the BAA with respect to PHI, the BAA controls.

3.3 Customer HIPAA Responsibilities

Customer represents and warrants that:

• It is a covered entity under HIPAA and will use the Platform only in a manner consistent with its HIPAA obligations and applicable law.
• It has obtained all necessary patient authorizations, consents, or permissions required under HIPAA and applicable state law prior to enrolling any individual in the Platform.
• It will not transmit PHI through the Platform until a valid, fully executed BAA is in place.
• It will promptly notify Constellate of any known or suspected breach of PHI as required under HIPAA.

4. Acceptable Use

4.1 Permitted Use

Customer may use the Platform solely to: (a) distribute patient-reported outcome surveys to enrolled patients; (b) facilitate communication between clinicians and patients in connection with clinical care; and (c) access dashboards and analytics related to those surveys and communications.

4.2 Prohibited Conduct

Customer and its Authorized Users shall not:

• Use the Platform for any purpose that violates applicable law, including HIPAA or applicable state privacy laws.
• Enroll minors under the age of 18 without appropriate parental or guardian consent as required by applicable law.
• Attempt to gain unauthorized access to the Platform, other customers' data, or Constellate's systems or infrastructure.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from the Platform.
• Resell, sublicense, or otherwise make the Platform available to third parties not covered by Customer's agreement without Constellate's prior written consent.
• Use the Platform to send communications to patients outside the scope of their clinical enrollment or for purposes unrelated to their care.
• Upload or transmit malicious code, viruses, or any content designed to disrupt or interfere with the Platform.

5. Data Ownership and License

5.1 Customer Data Ownership

Customer retains all right, title, and interest in and to the Content and PHI it submits to the Platform. Constellate does not claim ownership of Customer data.

5.2 License to Constellate

Customer grants Constellate a limited, non-exclusive, royalty-free license to process, store, and use Customer data solely to: (a) provide and operate the Platform; (b) fulfill obligations under these Terms and the BAA; and (c) comply with applicable law. Constellate will not sell Customer data or use PHI for any purpose not expressly permitted under the BAA.

5.3 Aggregated and De-Identified Data

Constellate may generate aggregated, de-identified data derived from use of the Platform, in compliance with HIPAA de-identification standards (45 C.F.R. § 164.514). Such de-identified data does not constitute PHI and may be used by Constellate for product development, analytics, and benchmarking.

6. Intellectual Property

Constellate and its licensors own all right, title, and interest in the Platform, including all software, algorithms, user interfaces, documentation, and related intellectual property. Nothing in these Terms transfers any Platform intellectual property to Customer. Any feedback, suggestions, or ideas provided by Customer may be used by Constellate without restriction or compensation.

7. Fees and Payment

During Constellate's current pre-revenue, early-access period, the Platform is provided at no charge unless otherwise agreed in a separate Order Form or written agreement. Constellate reserves the right to introduce fees upon at least thirty (30) days' advance written notice. Continued use of the Platform after the effective date of any fee change constitutes acceptance of such fees.

8. Confidentiality

Each party agrees to protect the other party's non-public business information disclosed in connection with these Terms using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. This obligation does not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was independently known to the receiving party prior to disclosure; or (c) is required to be disclosed by law, regulation, or court order, provided that the disclosing party is given reasonable prior notice where lawfully permitted.

9. Disclaimers

The Platform is provided "as is" and "as available" without warranty of any kind. Constellate expressly disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. Constellate does not warrant that the Platform will be error-free, uninterrupted, or free from security vulnerabilities.

The Platform is not a medical device and does not provide medical advice, clinical diagnoses, or treatment recommendations. All clinical decisions remain the sole responsibility of licensed healthcare providers. Patient-reported outcomes delivered through the Platform are provided for informational purposes only.

10. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall Constellate be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of data, loss of revenue, or loss of goodwill, arising out of or related to these Terms or use of the Platform, even if advised of the possibility of such damages.

Constellate's total cumulative liability arising out of or related to these Terms shall not exceed the greater of: (a) the fees paid by Customer to Constellate in the three (3) months preceding the claim; or (b) one hundred dollars ($100).

Nothing in this Section limits Constellate's liability for: (i) death or personal injury caused by its gross negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any liability that cannot be excluded or limited under applicable law, including obligations expressly set forth in the BAA.

11. Indemnification

Customer agrees to defend, indemnify, and hold harmless Constellate and its officers, directors, employees, and agents from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer's use of the Platform in violation of these Terms; (b) Customer's breach of its HIPAA obligations; (c) any claim by a Patient arising from Customer's enrollment of that Patient or use of the Platform in the delivery of care; or (d) Customer's negligence or willful misconduct.

12. Term and Termination

12.1 Term

These Terms are effective upon Customer's first access to or use of the Platform and continue until terminated by either party.

12.2 Termination for Convenience

Either party may terminate these Terms upon thirty (30) days' written notice to the other party.

12.3 Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure within fifteen (15) days of written notice; or (b) becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to bankruptcy or insolvency proceedings.

12.4 Effect of Termination

Upon termination, Customer's access to the Platform will be revoked. Constellate will retain and delete Customer data in accordance with the BAA and applicable law. Sections 5, 6, 8, 9, 10, 11, and 13 survive termination of these Terms.

13. General Provisions

13.1 Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of law provisions. Any disputes shall be resolved in the state or federal courts located in the State of Delaware, and each party consents to the exclusive jurisdiction of those courts.

13.2 Entire Agreement

These Terms, together with any executed BAA, Order Form, or other written agreements between the parties, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements and understandings.

13.3 Modifications to Terms

Constellate reserves the right to update these Terms at any time. We will provide at least thirty (30) days' advance notice of material changes via email or in-platform notification. Continued use of the Platform after the effective date constitutes acceptance. If Customer does not agree to the updated Terms, it may terminate as provided in Section 12.

13.4 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13.5 Waiver

No waiver of any provision of these Terms shall be effective unless in writing. Failure by either party to enforce any provision shall not constitute a waiver of the right to enforce that provision in the future.

13.6 Assignment

Customer may not assign these Terms or any rights hereunder without Constellate's prior written consent, which shall not be unreasonably withheld. Constellate may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets upon notice to Customer.

13.7 Notices

Notices under these Terms shall be in writing and delivered by email with confirmation of receipt or by first-class mail to the addresses on file. Notices to Constellate should be directed to: legal@constellate.com.

Questions about these Terms? Contact us at legal@constellate.com