These Terms of Use (“Terms”) govern your access to and use of the Compass platform and related hosted services (collectively, the “Platform”) made available by Mental Health Data Services, Inc. (“MHDS” or the “Company”). You may be accessing the Platform through an arrangement between MHDS and a healthcare organization with which you are affiliated (the “Customer”), or directly as an individual subscriber. By using the Platform, you agree to be bound by these Terms. If you do not agree, do not use the Platform.
1. Acceptance
MHDS may update these Terms at any time. For material changes, MHDS will provide notice by in-platform notification or email before the changes take effect. Continued use of the Platform after an update constitutes acceptance of the revised Terms. The current version is available at bhcompass.ai/terms-of-use.
2. Eligibility
The Platform is intended solely for licensed healthcare professionals, including physicians, nurse practitioners, physician assistants, and other licensed clinical staff authorized to access patient information and make or support clinical decisions within their scope of practice. By using the Platform, you represent that: (a) you hold a valid, active license to practice in your applicable jurisdiction; (b) you are using the Platform within your authorized scope of practice; and (c) you are authorized to access any patient information you submit under applicable law and your organization’s policies. If you are accessing through a Customer, the Customer is responsible for ensuring that only eligible users are granted access.
3. Purpose and Nature of the Platform
Compass is a clinical decision support platform for licensed healthcare professionals. It provides medication information and referral suggestions based on patient profile data entered by the user, to assist clinicians in forming their own independent clinical assessments.
The Platform is intended to qualify as a clinical decision support tool under the 21st Century Cures Act and does not constitute a medical device subject to FDA oversight. The Platform is not a substitute for independent clinical judgment. All clinical decisions, including prescribing decisions, remain the sole responsibility of the treating clinician. MHDS is not responsible for any clinical outcomes or patient care decisions made in connection with use of the Platform.
The Platform does not provide emergency services or crisis intervention. If a patient you are treating is in crisis, follow your organization’s applicable protocols and, where appropriate, direct the patient to call 988 (Suicide and Crisis Lifeline) or 911, or to go to the nearest emergency room.
4. Account Registration
You must create an account and provide accurate, current, and complete registration information. You are responsible for maintaining the confidentiality of your credentials and for all activity under your account, and must notify MHDS promptly of any unauthorized access. You may not share credentials or permit any other individual to access the Platform using your account. If you are accessing through a Customer, your account may be provisioned and managed by the Customer.
5. License
Subject to these Terms and, where applicable, the Master Services Agreement between MHDS and the Customer or your individual subscription agreement, MHDS grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for your authorized clinical use. You may not copy, modify, distribute, reverse engineer, decompile, or create derivative works from any part of the Platform, or use the Platform to build a competitive product or service.
6. Advertising
The Platform displays paid third-party advertising, including advertising from pharmaceutical manufacturers and other healthcare-related companies. Ads are served at random and are not selected or targeted based on clinical information, PHI, or Subscriber Data you enter into the Platform. Ad content is clearly labeled as advertising and does not constitute a clinical recommendation by MHDS. MHDS is responsible for ad delivery. No third-party ad network receives your data for ad targeting purposes, since ads are not targeted. If ads are served through a third-party ad network, that network may still receive standard technical data as part of normal ad delivery, such as IP address and device identifiers, even though no targeting occurs.
7. User Data and Privacy
Your use of the Platform is governed by MHDS’s Privacy Policy, available at bhcompass.ai/privacy-policy, which is incorporated into these Terms by reference.
Data License. By using the Platform, you grant MHDS a non-exclusive, limited license to use data and content you submit, including Protected Health Information (“PHI”), solely to provide the Platform in accordance with these Terms, the Privacy Policy, and any applicable Business Associate Agreement. MHDS may de-identify, anonymize, and aggregate submitted data to generate de-identified data (“Platform Data”) for analytics, research, product improvement, and benchmarking, consistent with applicable law. Platform Data is de-identified and aggregated and does not identify any individual patient or user.
HIPAA. The Platform involves the submission and processing of PHI. MHDS acts as a Business Associate under HIPAA with respect to PHI it processes on behalf of the Customer. MHDS will enter into a Business Associate Agreement with each Customer prior to the submission of any PHI through the Platform, as set forth in the applicable Master Services Agreement. Individual subscribers accessing the Platform outside of a Customer relationship who are Covered Entities are responsible for executing a Business Associate Agreement with MHDS prior to submitting PHI.
42 CFR Part 2. The Platform may be used in connection with substance use disorder treatment. Information submitted in that context may be subject to 42 CFR Part 2 confidentiality protections. MHDS will not use or disclose such information except as permitted by applicable law and with patient consent where required.
State Mental Health Privacy Laws. Certain states impose additional confidentiality protections on mental health records beyond HIPAA. You are responsible for ensuring your use of the Platform complies with any state mental health privacy laws applicable to you or your patients. MHDS makes no representation that the Platform is designed to meet the requirements of any particular state’s mental health privacy laws.
8. Intellectual Property
The Platform and all content, features, and functionality are owned by MHDS and protected by applicable intellectual property laws. You retain ownership of content you submit, subject to the data license in Section 7. Any feedback you provide to MHDS may be used by MHDS without restriction or compensation.
9. Use Restrictions
You agree not to use the Platform to:
- violate any applicable law or regulation, including HIPAA and applicable state privacy laws;
- submit patient PHI that you are not authorized to access or disclose;
- rely on the Platform as a substitute for independent clinical judgment;
- introduce malicious code or interfere with the integrity or performance of the Platform;
- attempt unauthorized access to any system, server, or database;
- use automated tools to access the Platform without MHDS’s prior written consent;
- impersonate MHDS, its employees, other users, or any other person or entity;
- distribute, sublicense, or assign your access rights to any third party; or
- build or assist in building a competitive product or service.
10. Suspension and Termination
MHDS may suspend or terminate your access at any time, consistent with the applicable Master Services Agreement or individual subscription agreement, including if MHDS reasonably believes you have violated these Terms. You may close your account by providing 10 days’ written notice to info@mhds.com. If you access through a Customer and that Customer’s agreement with MHDS terminates, your access will also end. Following termination, MHDS will retain individually identifiable data for up to 90 days, after which it will be handled in accordance with MHDS’s data retention obligations and applicable law.
11. Third-Party Content
The Platform may incorporate content from third-party sources, including drug reference databases, clinical guidelines, and referral directories. MHDS does not control or endorse such content and is not responsible for its accuracy or fitness for any clinical purpose. You are responsible for independently verifying any information before relying on it in a clinical decision.
12. Disclaimers
THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. MHDS EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY, AND ACCURACY. MHDS DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. THE MEDICATION INFORMATION AND REFERRAL SUGGESTIONS PROVIDED BY THE PLATFORM ARE FOR INFORMATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE MEDICAL ADVICE. YOUR USE OF THE PLATFORM IS AT YOUR OWN RISK.
13. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, MHDS AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, SUCCESSORS, AND ASSIGNS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY.
MHDS’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM WILL NOT EXCEED ONE THOUSAND UNITED STATES DOLLARS (US $1,000).
NOTHING IN THESE TERMS LIMITS MHDS’S LIABILITY FOR FRAUD, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF ITS CONFIDENTIALITY OR DATA PRIVACY OBLIGATIONS, OR AS OTHERWISE REQUIRED BY APPLICABLE LAW.
14. Indemnification
You agree to defend, indemnify, and hold harmless MHDS and its officers, directors, employees, agents, licensors, successors, and assigns from and against any claims, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your breach of these Terms; (b) your unauthorized submission or disclosure of PHI through the Platform; or (c) your willful misconduct in connection with your use of the Platform.
15. Assignment
You may not assign or transfer your rights under these Terms without MHDS’s prior written consent. Any attempted assignment in violation of this Section is void. MHDS may freely assign these Terms.
16. Governing Law and Dispute Resolution
These Terms are governed by the laws of the State of Delaware without regard to conflict of law principles. Any dispute arising out of or relating to these Terms or the Platform will be resolved exclusively in the state or federal courts located in New Castle County, Delaware. You consent to personal jurisdiction in those courts.
17. General
Severability. If any provision of these Terms is found to be unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.
No Waiver. MHDS’s failure to enforce any provision will not constitute a waiver of its right to enforce that provision in the future.
Entire Agreement. These Terms, together with MHDS’s Privacy Policy and, as applicable, the Master Services Agreement or individual subscription agreement, constitute the entire agreement between you and MHDS regarding your use of the Platform and supersede all prior agreements on that subject.
No Third-Party Beneficiaries. These Terms are for the benefit of you and MHDS only and do not create any rights in any third party.
18. Contact
Questions about these Terms may be directed to Mental Health Data Services, Inc. at info@mhds.com or Mental Health Data Services, Inc., Attn: Legal, 1601 Market St., Suite 1500, Philadelphia, PA 19103.