LithosLegal

Platform Terms

Effective October 8, 2026

These Lithos Platform Terms (“Platform Terms”) govern access to and use of the Lithos customer console, sandbox environment, application programming interfaces (“APIs”), developer documentation, sample code and starter applications (together, the “Developer Platform”) provided by Lithos, Inc., a Delaware corporation (“Lithos,” “we,” “us”), to businesses that integrate their products with Lithos.

By checking the box at sign-up, creating a sandbox, or otherwise using the Developer Platform, you agree to these Platform Terms on behalf of the company or other organization you identify when you sign up (the “Partner”), and you represent that you have authority to bind it. If you do not have that authority, or do not agree, do not use the Developer Platform. “You” means the Partner and each individual who uses the Developer Platform on its behalf.

These Platform Terms, and not the Lithos Terms of Use, govern your use of the Developer Platform on behalf of a business. The Lithos Terms of Use apply to individuals who use the Lithos Platform to obtain care.

1. What the Developer Platform is for

1.1 Evaluation and development. The sandbox environment lets you evaluate the Developer Platform and build and test an integration between your products and Lithos before you go live. Activity in the sandbox is simulated: no clinical care is provided, no clinician evaluates any real person, and no prescriptions or laboratory orders are issued or filled.

1.2 Lithos is not a health care provider. Lithos provides non-clinical technology and management services. Clinical services are provided by independent, physician-owned medical practices, including Bedrock Medical Group, P.A. and its affiliated medical practices (collectively, the “Practice”), and their licensed providers, under a separate written agreement. Nothing in the Developer Platform, including sample intake forms, protocol descriptions, eligibility logic and illustrative clinical content in the documentation or starter applications, is medical advice or a clinical standard on which you may rely.

1.3 Going live requires a signed agreement. Use of the Developer Platform with real patients requires a Master Services Agreement and a business associate agreement signed by the Partner, Lithos and, where applicable, the Practice, and completion of Lithos’ review of the Partner’s business and marketing. Completing the sandbox checklist or submitting a go-live application does not oblige Lithos to approve a Partner. Where a signed Master Services Agreement is in effect, it governs the Partner’s use of the Lithos Platform with real patients and prevails over these Platform Terms to the extent they conflict.

2. Your access

2.1 License. Subject to these Platform Terms, Lithos grants the Partner a limited, non-exclusive, non-transferable, non-sublicensable and revocable right to access and use the Developer Platform solely to evaluate it and to develop and test the Partner’s integration with Lithos. Sample code and starter applications may be used and modified as permitted by the license that accompanies them.

2.2 Accounts. You will provide accurate information when you sign up and keep it current. You may invite your employees and contractors to your account. The Partner is responsible for their compliance with these Platform Terms and for all activity under its account.

2.3 Credentials. API client identifiers, client secrets, access tokens and webhook signing secrets issued to the Partner (“Credentials”) are confidential information of Lithos. You will keep Credentials on your servers and out of browsers, mobile applications, public code repositories and shared documents; you are responsible for all activity conducted with them; and you will notify us promptly at compliance@lithoshealth.com if you believe a Credential has been exposed. Lithos may revoke or rotate any Credential at any time.

3. No protected health information in the sandbox

3.1 Synthetic data only. You may enter into the sandbox only fictitious or synthetic data (for example, “Sample” or “Test” patient names, example.com email addresses and 555 telephone numbers). You will not enter, upload or transmit protected health information as defined under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), or any other information about a real, identifiable individual’s health, into the sandbox.

3.2 No business associate agreement. No business associate agreement applies to the sandbox, and Lithos does not apply to sandbox data the safeguards it applies to protected health information in production.

3.3 If it happens anyway. If you become aware that information about a real individual has been entered into the sandbox, you will notify us promptly at compliance@lithoshealth.com. Lithos may delete that information, and any other data in the affected account, without notice.

4. Restrictions

You will not, and will not permit anyone else to:

  • use the Developer Platform to offer or provide health care to any real person, or with real patients, before a signed Master Services Agreement is in effect;
  • copy, modify, distribute or create derivative works of the Developer Platform, except as permitted for sample code and starter applications by the license that accompanies them;
  • reverse engineer, decompile, disassemble or attempt to discover the source code or underlying structure of the Developer Platform, except to the extent applicable law expressly permits it;
  • rent, lease or use the Developer Platform for timesharing or service bureau purposes, or on behalf of any third party;
  • use the Developer Platform to build or improve a competing product or service, or publish benchmarks or performance comparisons of it without our prior written consent;
  • circumvent rate limits or other usage limits, probe, scan or test the vulnerability of the Developer Platform, breach its security or authentication measures, or interfere with its operation or with other customers’ use;
  • access the Developer Platform by automated means other than through the APIs as documented; or
  • use the Developer Platform in violation of any applicable law.

5. Confidentiality

5.1 Definition. “Confidential Information” means non-public information that one party discloses to the other in connection with the Developer Platform, whether or not marked as confidential, including, for Lithos, the Developer Platform, its non-public documentation, protocols, pricing, proposals and Credentials. Information is not Confidential Information if it is or becomes publicly available through no fault of the receiving party, was known to the receiving party before disclosure, is independently developed by it, or is rightfully received from a third party without restriction.

5.2 Obligations. Each party will use the other’s Confidential Information only to exercise its rights and perform its obligations under these Platform Terms, will protect it with at least reasonable care, and will disclose it only to its employees, contractors and advisors who need to know it and are bound by confidentiality obligations at least as protective. A party may disclose Confidential Information if required by law, after giving the other party prompt notice where lawful. These obligations last for five (5) years after disclosure and, for trade secrets and Credentials, for as long as they remain confidential.

6. Your data and feedback

6.1 Sandbox data. As between the parties, the Partner owns the synthetic data it puts into the sandbox and grants Lithos a license to host, process and display that data to operate, support and improve the Developer Platform. The sandbox is not backed up for your benefit, and Lithos may reset, limit or delete sandbox data at any time, including after a period of inactivity.

6.2 Account and usage information. Lithos collects and uses information about you and your use of the Developer Platform as described in the Lithos Privacy Notice.

6.3 Feedback. If you provide Lithos with suggestions or feedback about the Developer Platform, Lithos may use them without restriction or obligation to you.

6.4 Publicity. Lithos will not identify the Partner as a customer or prospective customer in any public materials based on its use of the Developer Platform without the Partner’s prior written consent. A signed Master Services Agreement may provide otherwise.

7. Ownership

Lithos and its licensors own the Developer Platform and all intellectual property in it, including improvements and derivatives, whether or not made using your feedback. The Partner owns its own products, including the parts of its integration it writes. Except for the limited rights in Section 2.1, no rights are granted to you under these Platform Terms, by implication or otherwise, and all rights not expressly granted are reserved by Lithos.

8. Changes, availability and suspension

8.1 Changes. Lithos may change, add or remove features of the Developer Platform, including API versions, in line with its published versioning policy where one applies.

8.2 Availability. The sandbox environment is provided without any service level, uptime or support commitment. Lithos may limit use of the Developer Platform, including the number of sandboxes per person and the rate of API requests.

8.3 Suspension. Lithos may suspend or revoke access to the Developer Platform, in whole or in part, immediately and without liability, if it reasonably believes you have breached these Platform Terms, your use poses a security, legal or clinical risk, or suspension is required by law.

9. Term and termination

These Platform Terms apply from when you first accept them until terminated. You may stop using the Developer Platform and close your account at any time. Lithos may terminate these Platform Terms or your access on thirty (30) days’ notice for any reason, or immediately under Section 8.3. On termination, your right to use the Developer Platform ends and Lithos may delete your sandbox data. Sections 3, 4, 5, 6.3, 6.4, 7 and 10 through 13 survive termination.

10. Disclaimer of warranties

THE DEVELOPER PLATFORM, INCLUDING THE SANDBOX, DOCUMENTATION, SAMPLE CODE, STARTER APPLICATIONS AND ANY ILLUSTRATIVE CLINICAL CONTENT, IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, LITHOS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE DEVELOPER PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, OR THAT SANDBOX BEHAVIOR WILL MATCH PRODUCTION.

11. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE OR DATA, ARISING OUT OF OR RELATING TO THESE PLATFORM TERMS OR THE DEVELOPER PLATFORM, EVEN IF ADVISED OF THEIR POSSIBILITY. LITHOS’ TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE PLATFORM TERMS OR THE DEVELOPER PLATFORM WILL NOT EXCEED THE GREATER OF THE FEES THE PARTNER PAID LITHOS FOR THE DEVELOPER PLATFORM IN THE TWELVE (12) MONTHS BEFORE THE CLAIM AROSE AND ONE HUNDRED U.S. DOLLARS (US$100). THESE LIMITATIONS DO NOT APPLY TO A PARTY’S BREACH OF SECTION 5 (CONFIDENTIALITY), TO YOUR BREACH OF SECTION 3 OR 4, OR TO YOUR OBLIGATIONS UNDER SECTION 12.

12. Indemnification

The Partner will defend, indemnify and hold harmless Lithos, the Practice and their respective officers, directors, employees and agents from and against any third-party claim, and resulting losses, damages, costs and reasonable attorneys’ fees, arising out of (a) data you put into the Developer Platform in breach of Section 3, (b) your breach of Section 4, or (c) the Partner’s products or services, including any care offered to the Partner’s users outside a signed Master Services Agreement.

13. General

13.1 Disputes. If a dispute arises out of or relates to these Platform Terms, the parties will first try in good faith, for up to thirty (30) days after either gives notice of the dispute, to resolve it through discussions between appropriate managers.

13.2 Governing law and venue. These Platform Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The state and federal courts located in New Castle County, Delaware have exclusive jurisdiction over any dispute arising out of or relating to these Platform Terms, and each party consents to that jurisdiction and venue. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY SUCH DISPUTE.

13.3 Changes to these Platform Terms. Lithos may update these Platform Terms by posting a new version and, for material changes, notifying the email address on the Partner’s account at least fifteen (15) days before the changes take effect. Continued use of the Developer Platform after that date constitutes acceptance of the updated Platform Terms.

13.4 Notices. Lithos may give you notice by email to the address on your account or in the customer console. You may give Lithos notice at compliance@lithoshealth.com, with a copy to Lithos, Inc., 169 Madison Ave., Ste. 77228, New York, NY 10016, Attention: CEO.

13.5 Electronic communications. You agree that these Platform Terms and any notices, disclosures and other communications Lithos provides to you electronically satisfy any legal requirement that they be in writing and signed.

13.6 Assignment. You may not assign these Platform Terms without Lithos’ prior written consent, except in connection with a merger or a sale of all or substantially all of the Partner’s assets. Lithos may assign them to an affiliate or successor.

13.7 Export and sanctions. You will comply with applicable export control and sanctions laws, and will not use the Developer Platform from, or for the benefit of, a sanctioned country or person.

13.8 Force majeure. Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, civil unrest, government action, or failures of third-party networks or hosting providers.

13.9 Entire agreement. These Platform Terms, together with the Lithos Privacy Notice, are the entire agreement between the parties about the Developer Platform for evaluation and development, and supersede any prior understanding on that subject. A signed Master Services Agreement governs use with real patients as set out in Section 1.3. If any provision is held unenforceable, it will be limited to the minimum extent necessary and the rest will remain in effect. A failure to enforce a provision is not a waiver. The parties are independent contractors, and nothing in these Platform Terms creates a partnership, joint venture or agency relationship.

14. Contact us

Lithos, Inc., 169 Madison Ave., Ste. 77228, New York, NY 10016 · (516) 670-1505 · compliance@lithoshealth.com