Terms and Conditions

1. DEFINITIONS

• Platform means the web-based SaaS electronic health record system and related services provided by the Company.
• Customer Data means all data, records, documents, protected health information (“PHI”), and content entered into or stored on the Platform.
• Authorized Users means employees, contractors, providers, staff, or agents authorized by Customer to use the Platform.
• Applicable Law means all federal, state, local, and international laws applicable to healthcare records, privacy, data protection, and medical practice.

2. ELIGIBILITY AND AUTHORIZED USE

You represent and warrant that:

• You are legally authorized to enter into this Agreement.
• You are a licensed healthcare provider, healthcare organization, or authorized representative if using the Platform for clinical purposes.
• You will use the Platform only for lawful and authorized healthcare operations.
• You are responsible for all activities conducted under your account.

3. SOFTWARE AS A SERVICE (SAAS) LICENSE

Subject to this Agreement and payment of applicable fees, the Company grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use the Platform during the subscription term.

Customer shall not:

• Reverse engineer or decompile the Platform;
• Copy or reproduce the Platform except as authorized;
• Resell, sublicense, or distribute the Platform;
• Use the Platform to violate any law or regulation;
• Attempt unauthorized access to systems or data.

All rights not expressly granted are reserved by the Company.

4. HIPAA COMPLIANCE AND PROTECTED HEALTH INFORMATION

The Company acknowledges that the Platform may contain PHI.

Customer agrees to:

• Obtain all required patient consents;
• Use the Platform in compliance with all other privacy laws;
• Limit access to authorized personnel only;
• Maintain secure passwords and authentication methods.

The Company will implement reasonable administrative, technical, and physical safeguards designed to protect PHI.

5. CUSTOMER RESPONSIBILITIES

Customer is solely responsible for:

• Accuracy and legality of Customer Data;
• Clinical decisions, diagnoses, prescriptions, and patient care;
• Maintaining all required medical licenses and certifications;
• User account management;
• Data backups downloaded or exported by Customer;
• Compliance with medical record retention laws.

The Platform is a documentation and management tool and does not replace professional medical judgment.

6. DATA OWNERSHIP

Customer retains ownership of all Customer Data.

The Company does not claim ownership of patient records or medical information uploaded to the Platform.

Customer grants the Company a limited right to host, process, transmit, and backup Customer Data solely to provide the services.

7. DATA SECURITY

The Company will use commercially reasonable security measures including:

• Encryption in transit and at rest;
• Access controls;
• Audit logging;
• Secure hosting infrastructure;
• Regular security monitoring.

However, no system can guarantee absolute security. Customer acknowledges the inherent risks of internet-based services.

8. AVAILABILITY AND SUPPORT

The Company will use commercially reasonable efforts to maintain Platform availability.

Scheduled maintenance, emergency maintenance, downtime caused by third-party providers, force majeure events, or internet outages shall not constitute a breach of this Agreement.

Support services are provided according to the applicable subscription plan.

9. FEES AND PAYMENT

Customer agrees to pay all subscription fees and applicable taxes.

Unless otherwise stated:

• Fees are billed in advance;
• Payments are non-refundable;
• Late payments may result in suspension of access;
• Pricing may be modified upon prior notice.

Failure to pay may result in termination or restricted access.

10. INTELLECTUAL PROPERTY

The Platform, software, interfaces, workflows, trademarks, and related technology remain the exclusive property of the Company.

No ownership rights are transferred to Customer.

Feedback or suggestions provided by Customer may be used by the Company without restriction or compensation.

11. THIRD-PARTY SERVICES AND INTEGRATIONS

The Platform may integrate with third-party services including:

• Laboratories;
• Pharmacies;
• Billing systems;
• Telehealth providers;
• Payment processors;
• Cloud hosting providers.

The Company is not responsible for third-party systems, services, interruptions, or data practices.

Use of third-party services may be subject to separate agreements.

12. DISCLAIMERS

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING:

• MERCHANTABILITY;
• FITNESS FOR A PARTICULAR PURPOSE;
• NON-INFRINGEMENT;
• ACCURACY OR RELIABILITY OF DATA;
• UNINTERRUPTED OR ERROR-FREE OPERATION.

The Platform does not provide medical advice and is not responsible for patient outcomes.

13. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

THE COMPANY SHALL NOT BE LIABLE FOR:

• INDIRECT OR CONSEQUENTIAL DAMAGES;
• LOST PROFITS;
• LOSS OF DATA;
• BUSINESS INTERRUPTION;
• MEDICAL MALPRACTICE CLAIMS;
• CLAIMS ARISING FROM CLINICAL DECISIONS.

THE COMPANY'S TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Some jurisdictions do not allow certain limitations, so portions of this section may not apply.

14. INDEMNIFICATION

Customer agrees to indemnify and hold harmless the Company from claims arising out of:

• Customer's misuse of the Platform;
• Violations of law;
• Unauthorized access caused by Customer;
• Clinical services or patient care;
• Breach of this Agreement.

15. TERM AND TERMINATION

This Agreement remains effective until terminated.

Either party may terminate:

• For convenience with 30 days written notice;
• Immediately for material breach;
• Immediately for unlawful use of the Platform.

Upon termination:

• Customer access may be suspended;
• Customer may export data within the applicable retention period;
• The Company may delete data after the retention period unless legally prohibited.

16. DATA RETENTION AND DELETION

Unless otherwise required by law or agreement:

• Customer data may be retained for up to 30–90 days following termination;
• After the retention period, data may be permanently deleted.

Customer is responsible for exporting records prior to deletion deadlines.

17. CONFIDENTIALITY

Each party agrees to maintain the confidentiality of non-public information disclosed by the other party.

Confidential information shall not include information that:

• Is publicly available;
• Was independently developed;
• Was lawfully obtained from third parties;
• Must be disclosed by law.

18. COMPLIANCE WITH LAWS

Customer agrees to comply with all applicable laws and regulations including:

• HIPAA;
• HITECH Act;
• State privacy laws;
• Medical record retention laws;
• Telemedicine regulations;
• Billing and coding regulations.

19. FORCE MAJEURE

Neither party shall be liable for delays or failures caused by events beyond reasonable control including:

• Natural disasters;
• Cyberattacks;
• Government actions;
• Internet outages;
• Labor disputes;
• Pandemics;
• Power failures.

20. GOVERNING LAW

This Agreement shall be governed by the laws of the State of New Jersey without regard to conflict of law principles.

Any disputes shall be resolved in the courts located in Morris County, New Jersey.

21. MODIFICATIONS TO TERMS

The Company may modify these Terms from time to time.

Continued use of the Platform after updates constitutes acceptance of the revised Terms.

22. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties and supersedes prior agreements or understandings regarding the Platform.