Steer Health Developer User Agreement

Last Updated: March 01 2025

This legally binding Agreement ("Agreement") governs your access to and use of Steer Health's Developer Services (defined below). By accessing, registering for, or using the Services, you ("Developer" or "You") agree to these terms on behalf of yourself and any entity you represent. If You disagree, do not use the Services.

1. Definitions

"Developer Services": APIs, SDKs, sandbox environments, documentation, and related tools provided by Steer Health.
"User Data": Any data uploaded, transmitted, or processed via the Services.
"Confidential Information": Non-public technical, business, or operational information disclosed by Steer Health.
"PHI": Protected Health Information as defined under HIPAA (if applicable).

2. Eligibility & Account Security

2.1 Eligibility

You represent that You are:
- At least 18 years old;
- Legally authorized to bind Your organization (if applicable);
- Not barred under U.S. or other applicable export/regulatory laws.

2.2 Account Integrity

Use multi-factor authentication if available.
Notify Steer Health immediately of unauthorized access. You are strictly liable for all activities under Your account.

3. License Grant & Restrictions

3.1 Limited License

Revocable, non-exclusive, non-transferable license to use the Developer Services solely for internal development of healthcare applications.

3.2 Prohibited Uses

You shall not:

Reverse engineer, decompile, or disassemble the Services;
Use the Services for competitive analysis, commercial resale, or cryptocurrency mining;
Violate HIPAA, GDPR, CCPA, or other data protection laws;
Train AI/ML models using Steer Health's Services or data without written consent.

4. Data Obligations

4.1 PHI & Compliance

If accessing PHI, You agree to:
- Execute a Business Associate Agreement (BAA) with Steer Health;
- Implement safeguards per HIPAA Security Rule.

4.2 Data Ownership

Steer Health retains all rights to aggregated, anonymized, or derivative data.

4.3 Audit Rights

Steer Health may audit Your compliance with this Agreement upon 30 days' notice.

5. Intellectual Property

5.1 Ownership

Steer Health owns all rights, title, and interest in the Services, including patents, trademarks, and trade secrets.

5.2 Feedback

All feedback, suggestions, or ideas submitted become Steer Health's exclusive property without compensation.

6. Warranties & Representations

You warrant and represent that:

You will comply with all applicable laws, including anti-spam, export control, and data privacy regulations;
Your use of the Services will not infringe third-party rights;
User Data will not contain malware, viruses, or unlawful content.

7. Indemnification

You shall indemnify, defend, and hold harmless Steer Health, its affiliates, and their directors/officers from:

Third-party claims arising from Your breach of this Agreement;
Unauthorized disclosure of PHI or User Data due to Your negligence;
Violations of data protection laws (e.g., HIPAA, GDPR).

8. Limitation of Liability

8.1 No Consequential Damages

Steer Health is not liable for lost profits, data, goodwill, or indirect, punitive, or incidental damages.

8.2 Cap on Liability

Steer Health's total liability under this Agreement shall not exceed $100 USD or the fees paid to Steer Health in the prior 12 months, whichever is lower.

8.3 Exclusions

Limitations do not apply to: (i) breaches of confidentiality; (ii) indemnification obligations; (iii) gross negligence/willful misconduct.

9. Termination

9.1 Termination for Cause

Steer Health may terminate this Agreement immediately if You:

Breach Sections 3, 4, or 6;
Become insolvent or engage in fraudulent activity.

9.2 Post-Termination

Return or destroy all Confidential Information;
Certify compliance in writing within 10 days of termination.

10. Dispute Resolution

10.1 Mandatory Arbitration

Disputes resolved via binding arbitration under AAA Rules in Dallas County, TX. Class actions and jury trials waived.

10.2 Injunctive Relief

Steer Health may seek injunctive relief in court for IP violations or unauthorized data use.

11. General

11.1 Governing Law

This Agreement is governed by Texas law, excluding federal preemption principles.

11.2 Updates

Steer Health may amend this Agreement at any time. Continued use constitutes acceptance.

11.3 Entire Agreement

Supersedes all prior agreements. Modifications require written consent from Steer Health's Legal Department.

11.4 Severability

If any clause is unenforceable, the remainder of the Agreement remains valid.

Contact Information

Steer Health, Inc.
Attn: Legal Department
1110 Cottonwood Lane #205, Irving TX 75038
legal@steerhealth.io