Effective date: September 1, 2026 · Version: 1.1
1. About these Terms
1.1 Agreement. These Terms of Use (the "Terms") govern access to and use of the Quantivly software platform. They are an agreement between Quantivly Inc., a Delaware corporation ("Quantivly"), and the organization that licenses the Software ("Customer"), and they also apply to each individual who uses the Software on Customer's behalf ("Authorized User" or "you").
1.2 Acceptance. You accept these Terms by clicking to accept them, by signing in, or by using the Software. If you use the Software for an organization, you confirm that the organization has authorized you to do so. If you do not agree, do not use the Software.
1.3 Relationship to the Customer Agreement. Use of the Software requires a signed agreement between Customer and Quantivly, such as a Software Subscription and Services Agreement, together with its schedules, statements of work and any business associate agreement or data processing agreement (together, the "Customer Agreement"). These Terms supplement the Customer Agreement on the day-to-day use of the Software and do not amend it. Where the Customer Agreement addresses a subject, it governs that subject. If these Terms conflict with the Customer Agreement, the Customer Agreement controls.
1.4 Authorized Users. Customer is responsible for making sure its Authorized Users follow these Terms. An Authorized User's rights come only through Customer's license and end when that license or the user's authorization ends.
2. Definitions
"AI Features" means features of the Software that use machine learning or generative models, including natural-language query and summarization, predictions and recommendations, and software agents.
"Customer Data" means data that Customer or its systems provide to the Software, including imaging metadata, orders, schedules, reports and other records, and any Protected Health Information they contain.
"Customer Environment" means the virtual machines, operating systems, storage, network, identity systems and source systems that Customer provides and controls, whether on Customer's premises or in a cloud environment under Customer's own account, and on which the Software is installed or to which it connects.
"Documentation" means the installation, configuration, security and user guides that Quantivly provides for the Software.
"Order" means the order form, quote or schedule in the Customer Agreement that states the licensed modules, scope and term.
"Output" means the dashboards, reports, metrics, alerts, answers, predictions, recommendations and other results the Software generates from Customer Data.
"Protected Health Information" or "PHI" has the meaning given in HIPAA and includes equivalent personal health information under other applicable privacy laws.
"Software" means the Quantivly platform in object-code form, including its data layer, analytics and reporting applications, Flight deck, Care traffic control, Q-Lens, AI Features, connectors, models, updates and Documentation, as licensed under an Order.
"Usage Data" means technical and operational information about how the Software is installed, performs and is used, such as system health, performance measurements, error logs, feature usage and license metrics. Usage Data does not include PHI.
3. The Software and how it is deployed
3.1 What the Software does. The Software is an operations platform for imaging departments. It receives data from Customer's imaging and clinical information systems using standards such as DICOM, HL7 and FHIR, organizes that data into a unified data layer, and provides analytics, monitoring, planning and workflow-support tools on top of it.
3.2 Customer-provided deployment. The Software is installed on infrastructure that Customer provides and controls: either virtual machines and a network on Customer's premises, or a cloud environment that Customer provides under its own account with its cloud provider. Customer Data is stored and processed inside the Customer Environment, except as described in Sections 8.4 (third-party model providers), 11 (Usage Data) and 14 (remote support).
3.3 Customer Environment. Customer is solely responsible for obtaining, implementing and maintaining the Customer Environment as described in the Documentation. This includes all required equipment and related systems, cloud services, operating systems and third-party software; network access, including internet connection; network, system and procedural security and safeguards, including firewalls and intrusion detection; backups and disaster recovery; physical security; and the interfaces from Customer's source systems. Customer is also solely responsible for the availability, integrity, scalability, performance and dependability of the Customer Environment, and for all costs, license fees, cloud provider charges and taxes related to it.
3.4 Source systems. The Software depends on data feeds from systems that Quantivly does not control, such as the electronic health record, radiology information system, PACS, interface engines and scanners. Customer is responsible for those systems, for its rights to connect them to the Software, and for the availability and quality of their data.
3.5 Write-back to clinical systems. By default the Software receives data and does not write to Customer's clinical systems. Features that send data or actions back to a clinical system operate only if they are included in an Order and enabled by Customer.
3.6 Other deployment models. If Quantivly offers a deployment hosted by Quantivly in the future, additional service terms will apply to it.
4. License
4.1 License. Customer's right to use the Software is the subscription granted in the Customer Agreement, including its designated sites, number of scanners, term, permitted copies and restrictions. These Terms grant no additional rights in the Software.
4.2 Evaluation and preview features. Quantivly may offer features labeled as evaluation, beta or preview. They are provided as is, may change or be withdrawn at any time, and should not be relied on for operational decisions.
5. Accounts and Authorized Users
5.1 Who may use the Software. Only Customer's employees, medical staff and contractors whom Customer has authorized may use the Software, and only for Customer's benefit. Customer is responsible for their acts and omissions.
5.2 Credentials. Each Authorized User must have an individual account. Do not share credentials or let anyone else use your account. Where the Software is connected to Customer's identity provider, Customer manages authentication and password policy.
5.3 Roles and minimum necessary access. Customer assigns roles and permissions in the Software and is responsible for limiting each user's access to what that user needs for their job.
5.4 Removing access. Customer will promptly remove access for anyone who no longer needs it. Customer will notify Quantivly without undue delay if it learns of unauthorized use of the Software.
5.5 Your responsibilities as a user. Use the Software only for your organization's purposes and in line with its privacy, security and acceptable-use policies. Access patient information only as your role permits.
6. Acceptable use
In addition to the restrictions in the Customer Agreement, Customer and Authorized Users will not, and will not allow anyone else to:
- copy, modify, translate or create derivative works of the Software, except as these Terms allow;
- reverse engineer, decompile or disassemble the Software, or try to extract its source code, model weights, prompts, schemas or mapping logic, except where applicable law permits this despite a contractual restriction;
- sell, rent, lease, sublicense or distribute the Software, or use it to provide services to third parties as a service bureau;
- bypass or disable license keys, usage limits, access controls or security features;
- use the Software, Documentation or Output to build or train a competing product or model;
- publish benchmark or performance results about the Software without Quantivly's written consent;
- remove or alter any proprietary notice;
- introduce malicious code, or probe or test the vulnerability of the Software except under a security assessment agreed with Quantivly;
- export data in bulk other than through the Software's documented export and reporting features;
- attempt to re-identify any individual from de-identified or aggregated data;
- use the Software in violation of applicable law, including privacy, anti-discrimination and export-control laws, or for any purpose other than Customer's lawful operations.
Quantivly may suspend an account that is used in violation of this Section, as described in Section 16.2.
7. Not a medical device; professional responsibility
7.1 Operational tool. The Software is intended to support operational, administrative and quality-management decisions in imaging departments. It is not intended to diagnose, treat, cure, mitigate or prevent any disease or condition, and it is not intended for the diagnostic interpretation of medical images.
7.2 Not a system of record. The Software does not replace Customer's electronic health record, radiology information system, PACS or any other system of record, and it is not part of the legal medical record. Customer's source systems remain authoritative.
7.3 Professional judgment. Output is information to support Customer's own decisions. This includes protocol recommendations, expected exam durations, scheduling and capacity suggestions, protocol audit findings, coding and reimbursement findings, alerts and what-if scenarios. Qualified Customer personnel must review Output and apply independent professional judgment before any decision that affects patient care, scheduling, staffing or billing.
7.4 Not for time-critical use. The Software is not designed for emergency notification, real-time patient monitoring or any use where a delay or failure could lead to injury. Do not rely on its alerts as the only safeguard for patient safety.
7.5 Dependence on source data. The accuracy of Output depends on the completeness, quality and timeliness of Customer's source data and on how the Software is configured and mapped for Customer's environment. Metrics in the Software may differ from figures in other systems that use different definitions.
7.6 Billing and coding. Customer is solely responsible for the accuracy of its claims, codes and submissions to payers. Quantivly does not provide coding, billing or legal advice.
7.7 Workforce analytics. Where the Software reports on the activity or productivity of staff, Customer is responsible for using that information in line with employment law, its agreements with staff and its own policies.
7.8 Regulated features. If Quantivly releases a feature that is regulated as a medical device, its labeling and any feature-specific terms will apply to that feature and control over this Section.
8. AI Features
8.1 Scope. The Software includes AI Features such as natural-language questions and summaries (Q-Lens), predictions and recommendations, and software agents that prepare or carry out workflow steps. AI Features are available only where included in an Order and enabled by Customer.
8.2 Nature of AI Output. AI Features are probabilistic. Their Output can be inaccurate, incomplete or out of date, and the same question may produce different answers. Verify AI-generated Output against source data before relying on it, and do not treat it as professional advice.
8.3 Human oversight of agents. Agents act only within the permissions Customer configures. Unless Customer has expressly enabled autonomous operation for a specific workflow in writing, an agent's proposed action in a clinical, scheduling or billing system requires review and approval by an Authorized User. Customer remains responsible for actions taken through its accounts and configurations.
8.4 Third-party model providers. Some AI Features use large language models operated by third-party providers outside the Customer Environment. These features operate only after Customer has agreed in writing to enable them. Once enabled, the Software sends the user's prompt, related context and limited query results or summaries to that provider to generate a response. The Documentation identifies these features, the providers and the categories of data sent. Quantivly requires its model providers by contract to protect this data, to use it only to provide the service, and not to use it to train their models. Customer may disable these features at any time.
8.5 Models run in the Customer Environment. Other AI Features use models that run entirely inside the Customer Environment. Quantivly may train, tune and evaluate these models on Customer Data inside the Customer Environment in order to provide the Software to Customer.
8.6 No wider training use. Quantivly does not use Customer Data to train models for use outside Customer's deployment, except as the Customer Agreement expressly permits.
8.7 Responsible use. Enter only the information needed for the task in free-text prompts. Do not use AI Features to make decisions about an individual patient or staff member without human review.
9. Customer Data and PHI
9.1 Ownership. As between the parties, Customer owns Customer Data. Quantivly acquires no rights in Customer Data except the limited rights stated in these Terms and the Customer Agreement.
9.2 Where the data lives. Customer Data stays in the Customer Environment. Quantivly personnel access it only as needed to implement, support, maintain and secure the Software, through remote access that Customer approves and controls, or as otherwise described in Sections 8.4 and 11.
9.3 Privacy law. Where Quantivly creates, receives, maintains or transmits PHI on Customer's behalf, the business associate agreement between the parties governs that PHI. For Customers outside the United States, the applicable data processing agreement or equivalent privacy terms govern personal data. Those agreements control over these Terms.
9.4 Customer's responsibilities. Customer is responsible for having the rights, notices, consents and approvals needed to provide Customer Data to the Software and to use Output as it intends, including any institutional review or data-governance approval. Customer decides which data feeds to connect and should connect only what its use of the Software requires.
9.5 Backups and retention. Customer is responsible for backing up the Customer Environment, including the Software's databases, and for meeting its own record-retention obligations. The Documentation describes recommended backup procedures.
9.6 End of use. When the license ends, Customer controls the data held in the Customer Environment and is responsible for decommissioning the virtual machines. Quantivly will return or delete any Customer Data in its possession as the Customer Agreement and business associate agreement require.
10. Security
10.1 Shared responsibility. Because the Software runs in the Customer Environment, security is a shared responsibility:
| Area | Customer | Quantivly |
|---|---|---|
| Infrastructure | Virtual machines, hypervisor, network segmentation, firewalls, physical security, and host hardening as allocated in the Documentation | Secure design and development of the Software, its containers and its dependencies |
| Identity and access | Identity provider, user provisioning and removal, role assignment | Authentication and authorization controls in the Software; management of Quantivly personnel who have access |
| Remote access | Provides, monitors and can revoke the remote access channel | Uses only Customer-approved channels and named, trained personnel, for the purposes in Section 14 |
| Vulnerabilities and updates | Allows timely installation of updates and security patches | Remediates vulnerabilities in the Software, issues updates, and provides a software bill of materials on request |
| Backup and recovery | Performs and tests backups; owns disaster recovery | Documents backup procedures and assists with restoration under the support terms |
| Incidents | Notifies Quantivly of incidents affecting the Software | Notifies Customer of incidents affecting Customer Data as the business associate agreement and Customer Agreement require |
10.2 Effect of Customer's choices. Quantivly is not responsible for a security incident to the extent it results from the Customer Environment, from Customer's failure to install an available update, or from access granted or credentials compromised on Customer's side.
10.3 Security documentation. Quantivly will respond to Customer's reasonable security questionnaires and provide its standard security documentation, subject to confidentiality.
11. Usage Data, de-identified data and feedback
11.1 Usage Data. Where Customer's network configuration permits, the Software may send Usage Data to Quantivly. Quantivly uses Usage Data to operate, support, secure and improve the Software, to verify license compliance, and to develop its products. Customer may ask Quantivly to limit or disable this transmission, which may reduce Quantivly's ability to provide proactive support.
11.2 De-identified and aggregated data. Quantivly will create or use de-identified or aggregated data derived from Customer Data only as the Customer Agreement and business associate agreement permit, only after de-identification that meets applicable legal standards (in the United States, 45 CFR 164.514), and without attempting to re-identify any individual or to identify Customer as the source.
11.3 Feedback. If Customer or an Authorized User gives Quantivly suggestions or feedback about the Software, Quantivly may use it without restriction or obligation. Feedback does not include Customer Data.
12. Intellectual property
12.1 Quantivly's property. Ownership of the Software and Documentation, and of all improvements to them, is governed by the Customer Agreement and remains with Quantivly and its licensors.
12.2 Customer's property. Customer owns Customer Data and, as between the parties, the Output generated from it. Customer's ownership of Output does not extend to the Software or to any Quantivly template, method or model used to produce it.
12.3 Configurations and know-how. Site-specific configurations that contain Customer Data or Customer's confidential information belong to Customer. Quantivly may freely use the general knowledge, skills and techniques it gains from implementing and supporting the Software.
13. Third-party components and systems
13.1 Open-source software. The Software includes open-source components that are licensed under their own terms. Quantivly will provide a list of these components on request. Nothing in these Terms limits Customer's rights under an applicable open-source license.
13.2 Third-party systems. The Software connects to systems supplied by other vendors. Quantivly does not control those systems and is not responsible for them, for changes their vendors make, or for any vendor fees or approvals needed to connect them. Third-party product names are the property of their owners, and their use does not imply endorsement.
14. Support, updates and remote access
Quantivly provides maintenance, support, updates and professional services as described in the Customer Agreement. These require remote access to the Customer Environment, which Customer provides through a channel it controls and which Quantivly uses only for those purposes.
15. Matters governed by the Customer Agreement
15.1 What the Customer Agreement covers. The following are governed by the Customer Agreement, and these Terms do not add to or change them:
- the scope and term of Customer's subscription, and fees;
- ownership of the Software and restrictions on its use;
- warranties, disclaimers and limitation of liability;
- indemnification;
- confidentiality;
- termination and what happens when the subscription ends;
- assignment, notices, force majeure, export and government rights;
- governing law and venue.
15.2 Output and AI Features. The warranty disclaimers and limitations of liability in the Customer Agreement apply to Output and to AI Features as part of the Software.
15.3 Authorized Users. An Authorized User has no rights or claims against Quantivly separate from Customer's. Any claim relating to the Software must be brought by Customer under the Customer Agreement.
16. Term and suspension
16.1 Term. These Terms apply for as long as Customer's subscription under the Customer Agreement is in effect, and they end with it. Sections 7, 9.1, 11.2 and 11.3 continue to apply afterwards.
16.2 Suspension. Quantivly may suspend an individual account or a feature where reasonably necessary to address a security risk or a use that violates Section 6 or the law. Quantivly will give notice first where practical and will limit the suspension to what is needed. This does not limit either party's rights under the Customer Agreement.
17. Changes to these Terms
17.1 Updates. Quantivly may update these Terms. Quantivly will give notice of a material change at least 30 days before it takes effect, in the Software or by email to Customer's administrative contact.
17.2 Effect. An update does not amend the Customer Agreement. A change that materially reduces Customer's rights or adds to its obligations takes effect only at the next renewal, or earlier if Customer agrees. Otherwise, continued use of the Software after an update takes effect means acceptance of the updated Terms.
18. Contact
Quantivly Inc.
48 Grove St Ste 301
Somerville, MA 02144, USA
- Legal notices: legal@quantivly.com
- Privacy and security: security@quantivly.com
- Support: support@quantivly.com